Quarterly report [Sections 13 or 15(d)]



STYLE="font: 10pt Times New Roman, Times, Serif">





















UNITED
STATES






SECURITIES
AND EXCHANGE COMMISSION






Washington,
D.C. 20549










FORM
10-Q











(Mark
One)














[X]





QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934










For
The Quarterly Period Ended November 30, 2020










or















[  ]





TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934










For
the transition period from ____________ to ____________










Commission
File Number 333-221548











LEADER
CAPITAL HOLDINGS CORP.






(Exact
name of registrant issuer as specified in its charter)


































Nevada






37-
1853394



(State or other jurisdiction
of


incorporation or organization)






(I.R.S. Employer


Identification No.)













Room
2708-09, Metropolis Tower,




10
Metropolis Drive, Hung Hom, Hong Kong










(Address of principal
executive offices)






(Zip Code)








Registrant’s
phone number, including area code: +852-3487-6378








Securities
registered pursuant to Section 12(b) of the Act:























Title
of Each Class






Trading
Symbol






Name
of Each Exchange on Which Registered



N/A






N/A






N/A








Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.








YES
[  ] NO [X]








Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit such files).








YES
[  ] NO [X]








Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.





















Large
Accelerated Filer [  ]



Accelerated
Filer [  ]



Non-accelerated Filer
[X]



Smaller reporting
company [X]






Emerging growth company
[X]








If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]








Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).




Yes
[  ] No [X]








Indicate
the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.




















Class










Outstanding
at January 11, 2021




Common
Stock, $0.0001 par value






133,894,219









































LEADER
CAPITAL HOLDINGS CORP.






FORM
10-Q FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2020










TABLE
OF CONTENTS












































































































































Page





Special Note Regarding Forward-Looking Statements and Other Information Contained in this Report




ii













PART I






FINANCIAL INFORMATION

















Item 1.




Financial Statements:




1







Condensed Consolidated Balance Sheets as of November 30, 2020 (unaudited) and August 31, 2020




2







Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended November 30, 2020 and 2019 (unaudited)




3







Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended November 30, 2020 and 2019 (unaudited)




4







Condensed Consolidated Statements of Cash Flows for the Three Months Ended November 30, 2020 and 2019 (unaudited)




5







Notes to the Unaudited Condensed Consolidated Financial Statements




6



Item 2.




Management’s Discussion And Analysis Of Financial Condition And Results Of Operations




31



Item 3.




Quantitative And Qualitative Disclosures About Market Risk




34



Item 4.




Controls And Procedures




34













PART II






OTHER INFORMATION

















Item 1




Legal Proceedings




35



Item 1A




Risk Factors




35



Item 2




Unregistered Sales Of Equity Securities And Use Of Proceeds




36



Item 3




Defaults Upon Senior Securities




37



Item 4




Mine Safety Disclosures




37



Item 5




Other Information




37



Item 6




Exhibits




37




Signatures




38














i

















SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS AND OTHER INFORMATION


CONTAINED IN THIS REPORT









This
quarterly report on Form 10-Q (this “Form 10-Q”) contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements give our current expectations or forecasts
of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts.
You can find many (but not all) of these statements by looking for words such as “approximates,” “believes,”
“hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,”
“plans,” “would,” “should,” “could,” “may” or other similar expressions
in this Form 10-Q. In particular, these include statements relating to future actions, future performance, anticipated expenses,
or projected financial results. These forward-looking statements are subject to certain risks and uncertainties that could cause
actual results to differ materially from our historical experience and our present expectations or projections. These risks and
uncertainties include the following:















































































































the availability
and adequacy of our cash flow to meet our requirements;



















economic, competitive,
demographic, business and other conditions in our local and regional markets;









general
economic conditions and events and the impact they may have on us and our clients, including
but not limited to the impact of COVID-19;




















changes or developments
in laws, regulations or taxes in our industry;



















actions taken or
omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial
and other governmental authorities;



















competition in our
industry;



















the loss of or failure
to obtain any license or permit necessary or desirable in the operation of our business;



















changes in our business
strategy, capital improvements or development plans;



















the availability
of additional capital to support capital improvements and development; and



















other
risks identified in our other filings with the U.S. Securities and Exchange Commission (the “SEC”).








We
may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not
place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions
and expectations disclosed in the forward-looking statements we make. Our forward-looking statements do not reflect the potential
impact of any future acquisitions, mergers, or joint ventures we may make or collaborations or strategic partnerships we may enter
into.








You
should read this Form 10-Q and the documents that we have filed as exhibits to this Form 10-Q completely and with the understanding
that our actual future results may be materially different from what we expect. We do not assume any obligation to update any
forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.








Unless
otherwise stated or the context otherwise requires, the terms “Leader Capital Holdings Corp.,” “we,” “us,”
“our” and the “Company” refer collectively to Leader Capital Holdings Corp. and, where appropriate, its
subsidiaries.














ii

















PART
I — FINANCIAL INFORMATION














Item
1. Financial Statements.









LEADER
CAPITAL HOLDINGS CORP. AND SUBSIDIARIES




INDEX
TO UNAUDITED FINANCIAL STATEMENTS
























































Page










Condensed Consolidated Balance Sheets




2










Condensed Consolidated Statements of Operations and Comprehensive Loss




3










Condensed Consolidated Statements of Changes in Stockholders’ Equity




4










Condensed Consolidated Statements of Cash Flows




5










Notes to Condensed Consolidated Financial Statements




6














1



















LEADER
CAPITAL HOLDINGS CORP. AND SUBSIDIARIES






CONDENSED
CONSOLIDATED BALANCE SHEETS






(In
U.S. dollars except for share data)






















































































































































































































































































































































































































































































































































































































As of




November 30, 2020



August 31, 2020




(Unaudited)





ASSETS









Current assets:









Cash and cash equivalents


$

550,505



$

432,087


Prepayments, deposits and other receivables



4,160,431




596,166


Inventory



12,409




-


Due from a director



-




189,474


Due from a related company



-




36,666


Loan to a shareholder



35,026




34,048


Total current assets



4,758,371




1,288,441











Non-current assets









Plant and equipment, net



82,947




33,667


Intangible assets



793,628




818,200


Goodwill



2,974,364




2,974,364


Operating lease right-of-use assets, net



335,876




237,239


Total non-current assets



4,186,815




4,063,470











TOTAL ASSETS


$

8,945,186



$

5,351,911











LIABILITIES AND STOCKHOLDERS’ EQUITY









Current liabilities









Accrued expenses and other payables


$

291,439



$

292,246


Contract liabilities



11,042




2,896


Operating lease liability, current



224,794




189,253


Loan from a shareholder



60,075




60,075


Tax payable



21,449




31,871


Due to shareholders



106,710




99,730


Due to a director



1,394,194




1,400,459


Total current liabilities



2,109,703




2,076,530











Non-current liabilities









Operating lease liability, non-current



115,484




54,095


Deferred tax liabilities



158,526




163,640


Bonds payable



600,000




600,000


Convertible notes payable to related parties



1,287,000




104,000


Total non-current liabilities



2,161,010




921,735











TOTAL LIABILITIES


$

4,270,713



$

2,998,265











COMMITMENTS AND CONTINGENCIES (Note 14)


















STOCKHOLDERS’ EQUITY









Preferred stock, $0.0001 par value; 200,000,000 shares authorized; None issued and outstanding



-




-


Common stock, $ 0.0001 par value; 600,000,000 shares authorized; 129,974,219 and 135,474,219 shares issued and outstanding as of November 30, 2020 and August 31, 2020, respectively



12,998




13,548


Additional paid-in capital



19,626,317




13,647,673


Accumulated other comprehensive loss



(207

)



-


Accumulated deficits



(14,964,635

)



(11,307,575

)










TOTAL STOCKHOLDERS’ EQUITY


$

4,674,473



$

2,353,646











TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY


$

8,945,186



$

5,351,911








See
accompanying notes to the condensed consolidated financial statements.














2

















LEADER
CAPITAL HOLDINGS CORP. AND SUBSIDIARIES






CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS






(Unaudited)






(In
U.S. dollars except for share data)



































































































































































































































































































































































































For the three months ended November 30,




2020



2019









REVENUE


$

22,863



$

1,667











OPERATING EXPENSES









Research and development expenses



(146,971

)



-


Sales and marketing expenses



(109,702

)



-


General and administrative expenses



(2,953,167

)



(1,238,147

)










LOSS FROM OPERATIONS



(3,186,977

)



(1,236,480

)










Interest expense



(15,446

)



(14,959

)










Loss on change in fair value of convertible notes



(481,043

)



-











OTHER INCOME









Other income – from related parties



1,823




-


Other income – from non-related parties



19,469




21,809





21,292




21,809











LOSS BEFORE INCOME TAX



(3,662,174

)



(1,229,630

)










Income tax benefit (expense)



5,114




(20,000

)










NET LOSS


$

(3,657,060

)


$

(1,249,630

)










OTHER COMPREHENSIVE LOSS









Foreign currency translation adjustment



(207

)



-











TOTAL COMPREHENSIVE LOSS


$

(3,65

7

,267

)


$

(1,249,630

)










Net loss per share - Basic and diluted


$

(0.03

)


$

(0.01

)










Weighted average number of shares of common stock outstanding - Basic and diluted



136,921,376




113,684,073






See
accompanying notes to the condensed consolidated financial statements.














3

















LEADER
CAPITAL HOLDINGS CORP. AND SUBSIDIARIES






CONDENSED
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY






(Unaudited)






(In
U.S. dollars except for share data)































































































































































































































































FOR
THE THREE MONTHS ENDED NOVEMBER 30, 2020















COMMON
STOCK









ADDITIONAL









ACCUMULATED
OTHER


















TOTAL












Number
of


shares









Amount









PAID
IN


CAPITAL









COMPREHENSIVE


LOSS









ACCUMULATED


DEFICITS











STOCKHOLDERS’


EQUITY








Balance
as of September 1, 2020









135,474,219









$



13,548









$



13,647,673









$



-









$



(11,307,575



)






$



2,353,646






Shares
to be issued in private placement









-












-












198,000












-












-












198,000






Cancellation
of restricted shares









(5,500,000



)









(550



)









550












-












-












-






Share
based compensation









-












-












5,780,094












-












-












5,780,094






Foreign
currency translation adjustment









-












-












-












(207



)









-












(207



)



Net
loss









-












-












-












-












(3,657,060



)









(3,657,060



)



Balance
as of November 30, 2020









129,974,219









$



12,998









$



19,626,317









$



(207



)






$



(14,964,635



)






$



4,674,473










































































































































































FOR
THE THREE MONTHS ENDED NOVEMBER 30, 2019














COMMON
STOCK










ADDITIONAL









ACCUMULATED
OTHER


















TOTAL












Number
of shares









Amount









PAID
IN CAPITAL









COMPREHENSIVE
INCOME









ACCUMULATED
DEFICITS









STOCKHOLDERS’
EQUITY






Balance as of September 1,
2019









105,184,073









$



10,519









$



1,888,909









$




-










$



(1,464,746



)






$



434,682






Share based compensation









-












-












4,250,000












-












-












4,250,000






Net
loss









-












-












-












-












(1,249,630



)









(1,249,630



)



Balance as of November
30, 2019









105,184,073









$



10,519









$



6,138,909









$



-









$



(2,714,376



)






$



3,435,052











See
accompanying notes to the condensed consolidated financial statements.














4



















LEADER
CAPITAL HOLDINGS CORP. AND SUBSIDIARIES






CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS






(Unaudited)






(In
U.S. dollars)



















































































































































































































































































































































































































































































































For the three months ended November 30,




2020



2019


CASH FLOWS FROM OPERATING ACTIVITIES:









Net loss


$

(3,657,060

)


$

(1,249,630

)

Adjustments to reconcile net loss to net cash used in operating activities:









Loss on change in fair value of convertible notes



481,043




-


Share based compensation



2,159,261




1,062,500


Amortization of operating lease right-of-use assets



69,867




-


Depreciation and amortization



35,822




2,314


Changes in operating assets and liabilities:









Prepayments, deposits and other receivables



56,568




(14,823

)

Inventory



(12,291

)



-


Amount due from a director



189,474




-


Deferred tax liabilities



(5,114

)



-


Operating lease liabilities



(71,575

)



-


Accrued
expenses and other payables



(12,838

)



45,405











Net cash used in operating activities



(766,843

)



(154,234

)










CASH FLOWS FROM INVESTING ACTIVITIES:









Purchase of plant and equipment



(58,609

)



-


Issuance of notes receivable



-




(401,285

)

Acquisition of intangible assets



(1,023

)



-











Net cash used in investing activities



(59,632

)



(401,285

)










CASH FLOWS FROM FINANCING ACTIVITIES:









Proceeds from shares to be issued in private placement



198,000




-


Proceeds from convertible notes issuance



700,000




-


Advance from a shareholder



4,160




-


Advance from a director



30,401




175,502











Net cash provided by financing activities



932,561




175,502











Effects of exchange rate changes on cash and cash equivalents



12,332




-











Net increase (decrease) in cash and cash equivalents



118,418




(380,017

)

Cash and cash equivalents, beginning of period



432,087




447,562











CASH AND CASH EQUIVALENTS, END OF PERIOD


$

550,505



$

67,545











SUPPLEMENTAL CASH FLOWS INFORMATION









Cash paid for income taxes


$

-



$

-


Cash paid for interest


$

-



$

-



Due
from a related company off-setting with advance from a director





$




36,666






$




-










See
accompanying notes to the condensed consolidated financial statements.














5















LEADER
CAPITAL HOLDINGS CORP.




AND SUBSIDIARIES








NOTES
TO condensed consolidated FINANCIAL STATEMENTS






(UNaudited)






For
the three months ended November 30, 2020 and 2019






(In
U.S. dollars except for share data)










1.
ORGANIZATION AND BUSINESS BACKGROUND









Leader
Capital Holdings Corp. (“LCHD” or the “Company”) was incorporated on March 22, 2017 under the laws of
the State of Nevada.








The
Company, through its subsidiaries, mainly operates and services a mobile application investment platform.












































Company
Name






Place/Date
of Incorporation






Principal
Activities


















1. Leader Financial Group Limited






Seychelles / March 6, 2017






Investment Holding


















2. JFB Internet Service Limited






Hong Kong / July 6, 2017






Provides an Investment Platform








On
August 17, 2020, LCHD, through JFB, acquired all of the issued and outstanding capital stock (the “Acquisition”) of
Nice Products Inc. (“NPI”), pursuant to the terms and conditions of that certain Stock Purchase Agreement, dated as
of the Closing Date, among the Company, JFB, NPI, the selling shareholders of NPI identified therein (each a “Seller,”
and, collectively, the “Sellers”) and the representative of the Sellers identified therein. As a result of the Acquisition,
the Company now owns indirectly 100% of NPI, LOC Weibo Co., Ltd. and Beijing DataComm Cloud Media Technology Co., Ltd.








The
aggregate purchase price for the Acquisition was $4,850,000, less certain discounts, expenses and reductions for outstanding NPI
debt owed to the Company and/or its affiliates, resulting in a net purchase price of $3,506,042, payable in 8,415,111 shares of
the Company’s common stock to the Sellers in accordance with their respective pro rata percentage.








After
the completion of the Acquisition, NPI became an indirect, wholly owned subsidiary of the Company.








NPI
was incorporated in the British Virgin Islands on December 17, 2018.








NPI,
through its subsidiaries, mainly engages in the development of ecological-systems applications, integration of big data and promotion
of OTT applications.












































Company
Name






Place/Date
of Incorporation






Principal
Activities


















1. LOC Weibo Co., Ltd. (“LOC”)






Republic of China/September 29, 2017







Development
of ecological-systems applications,




integration
of big data and promotion of OTT




applications



















2. Beijing DataComm Cloud Media Technology Co.,
Ltd. (“BJDC”)






People’s Republic of China /April 16,
2013







Development
of ecological-systems applications,




integration
of big data and promotion of OTT




applications









LCHD
and its subsidiaries (including NPI and its subsidiaries) are hereinafter referred to as the “Company”.














6















2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES










Basis
of Presentation









These
interim condensed consolidated financial statements of the Company and its subsidiaries are unaudited. In the opinion of management,
all adjustments (which are of a normal recurring nature) and disclosures necessary for a fair presentation of these interim condensed
consolidated financial statements have been included. The results reported in the unaudited condensed consolidated financial statements
for any interim periods are not necessarily indicative of the results that may be reported for the entire year. The accompanying
unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities
and Exchange Commission (“SEC”) and United States (“U.S.”) generally accepted accounting principles (“U.S.
GAAP”), and include the accounts of the Company and its subsidiaries. However, they do not include all information and footnotes
necessary for a complete presentation of financial statements in conformity with U.S. GAAP. Certain information and footnote disclosures
normally present in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. Intercompany
accounts and transactions have been eliminated in consolidation.








The
Company has adopted August 31 as its fiscal year end.

These unaudited financial statements
should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included
in the Company’s annual report on Form 10-K for the year ended August 31, 2020, which was filed with the SEC on December
15, 2020.










Going
Concern









The
accompanying interim condensed consolidated financial statements have been prepared on a going concern basis, which contemplates
the realization of assets and the settlement of liabilities and commitments in the normal course of business.








The
Company has suffered recurring losses from operations, and records an accumulated deficit of

$14,964,635

as of November 30, 2020. These conditions raise substantial doubt about the Company’s ability to continue as
a going concern. The ability to continue as a going concern is dependent upon the Company’s profit generating operations
in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business
operations when they become due.








The
Company expects to finance its operations primarily through cash flows from operations, loans from existing directors and shareholders
and placements of capital stock for additional funding. In the event that the Company requires additional funding to finance the
growth of the Company’s current and expected future operations as well as to achieve our strategic objectives, a shareholder
has indicated the intent and ability to provide additional financing. No assurance can be given that any future financing, if
needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company
is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing,
or cause substantial dilution for its stock holders, in the case of equity financing.








In
March 2020 the World Health Organization declared coronavirus COVID-19 a global pandemic. The COVID-19 pandemic has negatively
impacted the global economy, workforces, customers, and created significant volatility and disruption of financial markets. It
has also disrupted the normal operations of many businesses, including the Company’s businesses. This outbreak could decrease
spending, adversely affect demand for the Company’s services and harm its business and results of operations. It is not
possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on its business
or results of operations at this time.








These
interim condensed consolidated financial statements do not include any adjustments to the recoverability and classification of
recorded asset amounts and the classification of liabilities that might be necessary should the Company be unable to continue
as going concern.














7















Use
of Estimates









The
preparation of these unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s
management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses,
and related disclosures. On an on-going basis, the Company evaluates its estimates based on historical experience and on various
other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments
about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ
from these estimates under different assumptions or conditions.








The
COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause
further business slowdowns or shutdowns, depress demand for the Company’s business, and adversely impact its results of
operations. The Company expects uncertainties around its key accounting estimates to continue to evolve depending on the duration
and degree of impact associated with the COVID-19 pandemic. Its estimates may change as new events occur and additional information
emerges, and such changes are recognized or disclosed in its consolidated financial statements.








Identified
below are the accounting policies that reflect the Company’s most significant estimates and judgments, and those that the
Company believes are the most critical to fully understanding and evaluating its condensed consolidated financial statements.









Business
combination









The
Company accounts for its business combinations using the acquisition method of accounting in accordance with Accounting Standards
Codification (“ASC”) 805 “Business Combinations.” The cost of an acquisition is measured as the aggregate
of the acquisition date fair values of the assets transferred and liabilities incurred by the Company to the sellers and equity
instruments issued. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets and
liabilities acquired or assumed are measured separately at their fair values as of the acquisition date, irrespective of the extent
of any non-controlling interests. The excess of (i) the total costs of acquisition, fair value of the non-controlling interests
and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable
net assets of the acquiree is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of
the subsidiary acquired, the difference is recognized directly in the consolidated statements of comprehensive income. During
the measurement period, which can be up to one year from the acquisition date, the Company may record adjustments to the assets
acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final
determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded
to the consolidated statements of comprehensive income.








When
there is a change in ownership interests that result in a loss of control of a subsidiary, the Company deconsolidates the subsidiary
from the date control is lost. Any retained non-controlling investment in the former subsidiary is measured at fair value and
is included in the calculation of the gain or loss upon deconsolidation of the subsidiary.









Goodwill
and impairment of goodwill









Goodwill
represents the excess of the purchase price and related costs over the fair value of the net identified tangible and intangible
assets and liabilities assumed and is not amortized. The total amount of goodwill is deductible for tax purposes.








In
accordance with ASC Topic 350, “Intangibles-Goodwill and Other,” goodwill is not amortized but is tested for impairment,
annually or more frequently when circumstances indicate a possible impairment may exist. Impairment testing is performed at a
reporting unit level. An impairment loss generally would be recognized when the carrying amount of the reporting unit exceeds
its fair value.














8














The
Company estimates fair value of the applicable reporting unit or units using a discounted cash flow methodology. This methodology
represents a level 3 fair value measurement as defined under ASC 820, Fair Value Measurements and Disclosures, since the inputs
are not readily observable in the marketplace. The goodwill impairment testing process involves the use of significant assumptions,
estimates and judgments, including projected sales, gross margins, selling, general and administrative expenses, and capital expenditures,
and the selection of an appropriate discount rate, all of which are subject to inherent uncertainties and subjectivity. When the
Company performs goodwill impairment testing, its assumptions are based on annual business plans and other forecasted results,
which it believes represent those of a market participant. The Company selects a discount rate, which is used to reflect market-based
estimates of the risks associated with the projected cash flows based on the best information available as of the date of the
impairment assessment. Based on the annual impairment analysis, there is no impairment on the goodwill recorded in the Company’s
financial statements.








Given
the current macro-economic environment and the uncertainties regarding its potential impact on the Company’s business, there
can be no assurance that its estimates and assumptions used in its impairment tests will prove to be accurate predictions of the
future. If the Company’s assumptions regarding forecasted cash flows are not achieved, it is possible that an impairment
review may be triggered and goodwill may be impaired.









Cash
and Cash Equivalents









Cash
and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions
and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.









Software
Development Costs









The
Company expenses software development costs, including costs to develop software products or the software component of products
to be marketed to external users, before technological feasibility is reached. Technological feasibility is typically reached
shortly before the release of such products and, as a result, development costs that meet the criteria for capitalization were
not material for the periods presented.








The
Company capitalizes development costs related to these software applications once the preliminary project stage is complete and
it is probable that the project will be completed and the software will be used to perform the function intended.








On
September 1, 2018 (before the acquisition of NPI (Note 1)), JFB appointed LOC to develop a mobile application in four stages for
total consideration of TWD20,000,000 ($651,466), payable in the form of shares of the Company’s restricted common stock.
As of August 31, 2019, the first and second stages of development for the basic functions of the mobile application have been
completed, and the Company has issued a total of 908,678 of restricted common shares in aggregate at $0.50 per share for the work
completed up to August 31, 2019. The Company has expensed $454,339 development costs for the first and second development stage
in general and administrative expenses for the year ended August 31, 2019. In August 2020, the development of the mobile application
has been completed, and the Company expensed $0.2 million development costs in general and administrative expenses for the year
ended August 31, 2020. Further $600,000 was incurred for additional functions developed and $200,000 was incurred for the acquisition
of the ownership of the intellectual property in the year ended August 31, 2020.








No
development costs were expensed as general and administrative expenses for the three months ended November 30, 2020 and 2019.









Revenue
Recognition









The
Company adopted Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606)
(“ASU 2014-09”), which establishes principles for reporting information about the nature, amount, timing and uncertainty
of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. The core principle
requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the
consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations
are satisfied.














9














The
Company recognizes revenue following the five-step model prescribed under ASU 2014-09:








Step
1: Identify the contract




Step
2: Identify the performance obligations




Step
3: Determine the transaction price




Step
4: Allocate the transaction price




Step
5: Recognize revenue








Revenues
are recognized when control of the promised goods or services is transferred to the Company’s customers, which may occur
at a point in time or over time depending on the terms and conditions of the agreement, in an amount that reflects the consideration
we expect to be entitled to in exchange for those goods or services.









Provision
of investment platform services









The
Company signed an agreement with a third party whereby the Company authorized the third party to use the Company’s JFB platform
and related applications for a period until December 31, 2020. Income from provision of investment platform services
with the use of the Company’s mobile applications is recognized when the service is performed.








From
September, 2020, the Company generated additional revenue from a new, more comprehensive mobile application, which refer to as
the FinMaster mobile application (the “FinMaster App” and together with the JFB platform, the “Apps”),
with similar functions as the JFB platform. Income from providing investment platform services with the use of a mobile application
is recognized when the service is performed.








The
Company offers a self-managed points program, which can be used in the FinMaster App to redeem merchandise or services.
The Company determines the value of each point based on estimated incremental cost. Customers and advocates have a variety of
ways to obtain the points. The major accounting policy for its points program is described as follows:








The
Company concludes the bonus points offered linked to the purchase transaction of the points is a material right and accordingly
a separate performance obligation according to ASC 606, and should be taken into consideration when allocating the transaction
price of the point sales. The Company also estimates the probability of points redemption when performing the allocation.  
The amount allocated to the bonus points as separate performance obligation is recorded as contract liability (deferred revenue)
and revenue should be recognized when future goods or services are transferred. The Company will continue to monitor when and
if forfeiture rate data becomes available and will apply and update the estimated forfeiture rate at each reporting period.








Since
historical information is limited for the Company to determine any potential points forfeitures and most merchandise can be redeemed
without requiring a significant amount of points compared with the amount of points provided to users, the Company has used an
estimated   forfeiture rate of zero.









Provision
of software development service and maintenance service









The
Company entered into several agreements with third party customers to assist the customers in the development of their mobile
communications software and mobile e-commerce software. Income from provision of software development service and maintenance
service are recognized when the service is performed.









Revenue
by major product line



























































For the three months ended November 30,




2020



2019


Provision of investment platform services


$

3,620



$

1,667


Provision of software development service and maintenance service



19,243




-




$

22,863



$

1,667














10















Revenue
by Recognition Over Time vs Point in Time



































































For
the three months ended November 30,


















2020















2019









Revenue by recognition over
time






$



22,863









$



1,667






Revenue by recognition
at a point in time









-












-












$



22,863









$



1,667











Remaining
performance obligations represent contracted revenues that had not yet been recognized, and include deferred revenues; invoices
that have been issued to customers but were uncollected and have not been recognized as revenues; and amounts that will be invoiced
and recognized as revenues in future periods. As of November 30, 2020, the Company’s remaining performance obligations were
$11,598, which it expects to recognize as revenues over the next twelve months and the remainder thereafter.








The
Company had not incurred any costs to obtain contracts.








The
Company does not have amounts of contract assets since revenue is recognized as control of goods or services is transferred. The
contract liabilities consist of advance payments from customers. The contract liabilities are reported in a net position on a
customer-by-customer basis at the end of each reporting period. All contract liabilities are expected to be recognized as revenue
within one year and are included in other payables and accrued liabilities in the consolidated balance sheet.









Contract
balances









The
Company’s contract liabilities consist of receipts in advance for software development and the FinMaster App. Below
is the summary presenting the movement of the Company’s contract liabilities for the three months ended November 30, 2020:

























































Receipt in advance






Balance as of September 1, 2020


$

2,896


Advances received from customers related to unsatisfied performance obligations



10,937


Revenue recognized from beginning contract liability balance



(2,951

)

Exchange difference



160


Balance as of November 30, 2020


$

11,042









Practical
Expedients and Exemption









The
Company has not incurred any costs to obtain contracts, and does not disclose the value of unsatisfied performance obligations
for contracts with an original expected length of one year or less.














11



















Research
and development expenses









Research
and development (“R&D”) expenses are primary comprised of charges for R&D and consulting work performed by
third parties; salaries and benefits for those employees engaged in research, design and development activities; costs related
to design tools; and allocated costs.








For
the three months ended November 30, 2020 and 2019, the total R&D expenses were $146,971 and $nil, respectively.









Sales
and marketing expenses









Sales
and marketing expenses consist primarily of marketing and promotional expenses, salaries and other compensation-related expenses
to sales and marketing personnel. Advertising expenses consist primarily of costs for the promotion of corporate image and product
marketing. The Company expenses all advertising costs as incurred and classifies these costs under sales and marketing expenses.
For the three months ended November 30, 2020 and 2019, advertising costs totaled $97,361 and $nil, respectively.








From
September 2019, customers or users of the FinMaster App can obtain points through any other ways such as account registration
referral to the FinMaster App, frequent sign-ins to the application and sharing articles from the application to users’
own social media, etc. The Company believes these points are to encourage user engagement and generate market awareness.
As a result, the Company accounts for such points as sales and marketing expenses with a corresponding liability recorded under
other current liabilities of its condensed consolidated balance sheets upon the points offering. The Company estimates liabilities
under the customer loyalty program based on cost of the merchandise that can be redeemed, and its estimate of probability of redemption.
At the time of redemption, the Company records a reduction of inventory and other current liabilities.








Since
historical information is limited for the Company to determine any potential points forfeiture and most merchandise can be redeemed
without requiring a significant amount of points compared with the amount of points provided to users, the Company has used an
estimated forfeiture rate of zero.








For
the three months ended November 30, 2020 and 2019, redeemable point liability charged as sales and marketing expenses were
$12,341 and $nil, respectively.








As
of November 30, 2020 and August 31, 2020, liabilities recorded related to unredeemed points were $51,869 and $40,003, respectively,
which were included in other payables (note 8).









General
and administrative expenses









General
and administrative expenses consist primarily of salaries, bonuses and benefits for employees involved in general corporate functions,
depreciation and amortization of fixed assets, legal and other professional services fees, rental and other general corporate
related expenses.









Inventory









Inventories
are stated at the lower of cost or net realizable value. Cost is calculated on the average basis and includes all costs to acquire
and other costs to bring the inventories to their present location and condition. The Company records inventory write-downs for
excess or obsolete inventories based upon assumptions on current and future demand forecasts. If the inventory on hand is in excess
of future demand forecast, the excess amounts are written off. The Company also reviews inventory to determine whether its carrying
value exceeds the net amount realizable upon the ultimate sale of the inventory. This requires the determination of the estimated
selling price of the vehicles less the estimated cost to convert inventory on hand into a finished product. Once inventory is
written-down, a new, lower-cost basis for that inventory is established and subsequent changes in facts and circumstances do not
result in the restoration or increase in that newly established cost basis.





Inventory as of November 30, 2020 represents
merchandise inventory which can be redeemed by deducting membership rewards points of customer loyalty program.














12















Leases









The
Company determines if an arrangement is a lease or contains a lease at inception. Operating lease liabilities are recognized based
on the present value of the remaining lease payments, discounted using the discount rate for the lease at the commencement date.
As the rate implicit in the lease is not readily determinable for the operating lease, the Company generally uses an incremental
borrowing rate based on information available at the commencement date to determine the present value of future lease payments.
Operating lease right-of-use (“ROU assets”) assets represent the Company’s right to control the use of an identified
asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the
lease. ROU assets are generally recognized based on the amount of the initial measurement of the lease liability. Lease expense
is recognized on a straight-line basis over the lease term. The Company elected the package of practical expedients permitted
under the transition guidance to combine the lease and non-lease components as a single lease component for operating leases associated
with the Company’s office space lease, and to keep leases with an initial term of 12 months or less off the balance sheet
and recognize the associated lease payments in the consolidated statements of income on a straight-line basis over the lease term.








The
operating lease is included in operating lease right-of-use assets, operating lease liabilities-current and operating lease liabilities-non-current
on the Company’s consolidated balance sheets.









Plant
and Equipment









Plant
and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated
on the straight-line basis over the following expected useful lives from the date on which they become fully operational:






























Expected useful life

Furniture and fixture


3

Office equipment


3

Leasehold improvement


3








Intangible
asset









The
Company recorded intangible assets with definite lives, including investment platform and technical know-hows. Intangible assets
are recorded at cost less accumulated amortization with no residual value. Amortization of intangible assets is computed using
the straight-line method over their estimated useful lives.








The
estimated useful lives of the Company’s intangible assets are listed below:























Investment platform


5 years

Technical know-hows


8 years

Trademarks


10 years








Impairment
of Long-Lived Assets (including amortizable intangible assets)









The
Company reviews the carrying values of long-lived assets for impairment whenever events or changes in circumstances indicate that
the carrying value of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison
of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If the assets
are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets
exceeds the fair value of the assets. No impairment has been recorded by the Company for the three months ended November 30, 2020
and 2019.









Income
taxes









Income
taxes are determined in accordance with the provisions of Accounting Standards Codification (“ASC”) Topic 740, “

Income
Taxes

” (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities
and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply
to taxable income in the periods in which those temporary differences are expected to be recovered or settled. Any effect on deferred
tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.














13














ASC
740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements
uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized
in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities.
Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50%
likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant
facts. As of November 30, 2020, the Company has no accrued interest or penalties related to uncertain tax positions.








The
Company conducts business in the PRC, Taiwan and Hong Kong and is subject to tax in these jurisdictions. As a result of its business
activities, the Company will file tax returns that are subject to examination by the respective tax authorities.









Net
Loss Per Share









The
Company calculates net loss per share in accordance with ASC Topic 260,

“Earnings per Share.”

Basic income/(loss)
per share is computed by dividing the net income/(loss) by the weighted-average number of shares of common stock outstanding during
the period. Diluted income per share is computed similar to basic income/(loss) per share except that the denominator is increased
to include the number of additional shares of common stock that would have been outstanding if the potential common stock equivalents
had been issued and if the additional shares of common stock were dilutive. The following table presents a reconciliation of basic
and diluted net loss per share:






































































For the three months ended






November 30,







2020



2019









Net loss


$

(3,657,060

)


$

(1,249,630

)

Weighted average number of shares of common stock outstanding - Basic and diluted*



136,921,376




113,684,073


Net loss per share - Basic and diluted


$

(0.03

)


$

(0.01

)












*



Including
11,243,986 shares that were granted and vested but not yet issued and 870,000 shares to be issued to investors for the three
months ended November 30, 2020 (note 13); and including 8,500,000 shares that were granted and vested but not yet issued
for the three months ended November 30, 2019.








As
of November 30, 2020 and August 31, 2020, the Company’s convertible notes payable were excluded from the diluted
loss per share calculation as they were anti-dilutive.









Stock-based
compensation









Stock-based
compensation is accounted for based on the requirements of the Share-Based Payment topic of ASC Topic 718 (“ASC 718”),
which requires recognition in the financial statements of the cost of employee and director services received in exchange for
an award of equity instruments over the vesting period or immediately if fully vested and non-forfeitable. The Financial Accounting
Standards Board (“FASB”) also requires measurement of the cost of employee and director services received in exchange
for an award based on the grant-date fair value of the award.














14














Additionally,
ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, permits the election of an accounting policy for forfeitures
of share-based payment awards, either to recognize forfeitures as they occur or estimate forfeitures over the vesting period of
the award. The Company has elected to recognize forfeitures as they occur.








In
June 2018, the FASB issued ASU No. 2018-07, “Compensation—Stock Compensation (Topic 718) - Improvements to Nonemployee
Share-Based Payment Accounting” (“ASU 2018-07”), which simplifies several aspects of the accounting for nonemployee
share-based payment transactions by expanding the scope of the stock-based compensation guidance in ASC 718 to include share-based
payment transactions for acquiring goods and services from non-employees. ASU 2018-07 is effective for annual periods beginning
after December 15, 2018, including interim periods within those annual periods. Early adoption is permitted, but entities may
not adopt prior to adopting the new revenue recognition guidance in ASC Topic 606, Revenue from Contracts with Customers. The
Company adopted ASU 2018-07 on September 1, 2019 and there was no cumulative effect of adoption.









Foreign
Currencies Translation









Transactions
denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates
prevailing at the dates of the transactions. Monetary assets and liabilities denominated in currencies other than the functional
currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting
exchange differences are recorded in the statements of operations.








The
reporting currency of the Company is United States Dollars (“US$”). The Company’s subsidiary in Seychelles,
the PRC, Taiwan and Hong Kong maintains its books and record in United States Dollars (“US$”), Renminbi (“RMB”),
New Taiwanese Dollars (“NT$”) and Hong Kong Dollars (“HK$”) respectively, which are the primary currencies
of the economic environment in which the entities operate (the functional currencies).








In
general, for consolidation purposes, the assets and liabilities of the Company’s subsidiaries whose functional currency
is not US$ are translated into US$, in accordance with ASC Topic 830-30, “

Translation of Financial Statement

”,
using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the
period. The gains and losses resulting from the translation of the financial statements of foreign subsidiaries are recorded as
a separate component of accumulated other comprehensive income within the statement of retained earnings.








Translation
of amounts from foreign currencies into US$ has been made at the following exchange rates for the respective periods:





























































As of


November 30, 2020



As of


August 31, 2020









Period-end HK$ : US$ 1 exchange rate



7.80




7.80


Period-end NT$ : US$ 1 exchange rate



28.55




29.37


Period-end RMB : US$ 1 exchange rate



6.58




6.85






































































For the three months ended






November 30,







2020



2019









Period average HK$ : US$ 1 exchange rate



7.80




7.80


Period average NT$ : US$ 1 exchange rate



28.82





N/A



Period average RMB : US$ 1 exchange rate



6.72





N/A















15















Related
Parties









Parties,
which can be a corporation or an individual, are considered to be related if the Company has the ability to, directly or indirectly,
control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies
are also considered to be related if they are subject to common control or common significant influence.









Convertible
instruments









The
Company accounts for hybrid contracts that feature conversion options in accordance with U.S. GAAP. ASC 815 “Derivatives
and Hedging Activities,” (“ASC 815”) requires companies to bifurcate conversion options from their host instruments
and account for them as free standing derivative financial instruments according to certain criteria. The criteria includes circumstances
in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related
to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative
instrument and the host contract is not remeasured at fair value under otherwise applicable generally accepted accounting principles
with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded
derivative instrument would be considered a derivative instrument.








Conversion
options that contain variable settlement features such as provisions to adjust the conversion price upon subsequent issuances
of equity or equity linked securities at exercise prices more favorable than that featured in the hybrid contract generally result
in their bifurcation from the host instrument.








The
Company accounts for convertible instruments, when the Company has determined that the embedded conversion options should not
be bifurcated from their host instruments, in accordance with ASC 470-20 “Debt with Conversion and Other Options”
(“ASC 470-20”). Under ASC 470-20 the Company records, when necessary, discounts to convertible notes for the intrinsic
value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common
stock at the commitment date of the note transaction and the effective conversion price embedded in the note. The Company accounts
for convertible instruments (when the Company has determined that the embedded conversion options should be bifurcated from their
host instruments) in accordance with ASC 815. Under ASC 815, a portion of the proceeds received upon the issuance of the hybrid
contract are allocated to the fair value of the derivative. The derivative is subsequently marked to market at each reporting
date based on current fair value, with the changes in fair value reported in results of operations.









Fair
Value of Financial Instruments:









The
carrying value of the Company’s financial instruments: cash and cash equivalents, deposits, accounts payable and accrued
liabilities, balances due with directors and shareholders, convertible notes payable and bonds payable, approximate at their fair
values because of the short-term nature of these financial instruments or the rate of interest of these instruments approximate
the market rate of interest.








The
Company also follows the guidance of the ASC Topic 820, “

Fair Value Measurements and Disclosures

” (“ASC
820”), with respect to financial assets and liabilities that are measured at fair value. ASC 820 establishes a three-tier
fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:









Level
1

: Observable inputs such as quoted prices in active markets;









Level
2

: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and









Level
3:

Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.














16














The
following table sets forth by level within the fair value hierarchy our financial assets and liabilities that were accounted for
at fair value on a recurring basis:






























































Carrying Value at



Fair Value Measurement at




August 31, 2020



August 31, 2020







Level 1



Level 2



Level 3


Convertible notes measured at fair value


$

104,000



$

-



$

-



$

104,000






























































Carrying Value at



Fair Value Measurement at




November 30, 2020



November 30, 2020







Level 1



Level 2



Level 3


Convertible notes measured at fair value


$

1,287,000



$

-



$

-



$

1,287,000








A
summary of changes in financial liabilities for the three months ended November 30, 2020 was as follows:


















































Balance at September 1, 2020


$

104,000


Issuance of convertible notes



700,000


Fair value loss on issuance of convertible notes



383,962


Interest expenses on convertible notes



1,957


Change in fair value of convertible notes



97,081


Balance at November 30, 2020


$

1,287,000














17














Fair
value of the convertible notes is determined using the binomial model using the following assumptions at inception and on subsequent
valuation dates:









































































































































































































































Convertible notes holders


Teh-Ling Chen



Li-Ching Yang



Jui-Chin Chen



Teh-Ling Chen



Chin-Ping Wang Chin-Nan Wang Chin-Chiang Wang


Appraisal Date (Inception Date)




February
24, 2020






February
27, 2020






March
18, 2020






November
2, 2020






November
25, 2020



Risk-free Rate



1.25

%



1.06

%



0.54

%



0.16

%



0.16

%

Applicable Closing Stock Price


$

1.25



$

1.25



$

1.20



$

0.12



$

3.00


Conversion Price


$

1.00

(i)


$

1.00

(i)


$

1.00

(i)


$

0.40



$

0.40




$

1.50

(ii)


$

1.50

(ii)


$

1.50

(ii)









Volatility



27.82

%



27.94

%



34.20

%



41.51

%



42.00

%

Dividend Yield



0.00

%



0.00

%



0.00

%



0.00

%



0.00

%

Credit Spread



2.71

%



2.96

%



6.88

%



7.52

%



6.93

%

Liquidity Risk Premium



42.09

%



36.26

%



51.08

%



77.62

%



78.14

%


























































































































































































Appraisal Date








August 31, 2020








Risk-free Rate




N/A






N/A





0.13

%




N/A






N/A



Applicable Closing Stock Price




N/A






N/A




$

1.00





N/A






N/A



Conversion Price




N/A






N/A




$

0.40





N/A






N/A



Volatility




N/A






N/A





43.71

%




N/A






N/A



Dividend Yield




N/A






N/A





0.00

%




N/A






N/A



Credit Spread




N/A






N/A





3.80

%




N/A






N/A



Liquidity Risk Premium




N/A






N/A





76.69

%




N/A






N/A




























































































































































































Appraisal Date








November 30, 2020



November 30, 2020



November 30, 2020


Risk-free Rate




N/A






N/A





0.12

%



0.15

%



0.15

%

Applicable Closing Stock Price




N/A






N/A




$

3.00



$

3.00



$

3.00


Conversion Price




N/A






N/A




$

0.40



$

0.40



$

0.40


Volatility




N/A






N/A





48.15

%



42.19

%



42.09

%

Dividend Yield




N/A






N/A





0.00

%



0.00

%



0.00

%

Credit Spread




N/A






N/A





6.95

%



6.95

%



6.95

%

Liquidity Risk Premium




N/A






N/A





82.57

%



76.10

%



78.46

%







(i)
USD1.00 per share if converted on or before the one-year anniversary of the issuance date








(ii)
USD1.50 per share if converted at any time after the one-year anniversary of the issuance date














18















Segment
reporting









ASC
Topic 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting.
The management approach model is based on the way a company’s chief operating decision maker organizes segments within the
company for making operating decisions assessing performance and allocating resources. Reportable segments are based on products
and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company.








Management
determined that the Company’s operations constitute a single reportable segment in accordance with ASC 280. The Company
operates exclusively in one business and industry segment: the provision of investment platform services through mobile application.









Recent
Accounting Pronouncements











Recently
Adopted Accounting Standards










In
August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements
for Fair Value Measurement, which modifies the disclosure requirements for Level 1, Level 2 and Level 3 instruments in the fair
value hierarchy. The guidance is effective for fiscal years beginning after December 15, 2019, and interim periods within those
fiscal years, with early adoption permitted for any eliminated or modified disclosures. The Company applied the new standard beginning
September 1, 2020.










Recently
issued accounting pronouncements not yet adopted










In
January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment. The guidance removes Step 2 of the
goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount
by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The guidance
should be adopted on a prospective basis. As a smaller reporting company, the standard will be effective for the Company for interim
and annual reporting periods beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating
the impact of adopting this standard on its condensed consolidated financial statements.








In
May 2019, the FASB issued ASU 2019-05, which is an update to ASU Update No.
2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced
the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis,
replacing the previous incurred loss methodology. The amendments in Update 2016-13 added Topic 326, Financial Instruments—Credit
Losses, and made several consequential amendments to the Codification. Update 2016-13 also modified the accounting for available-for-sale
debt securities, which must be individually assessed for credit losses when fair value is less than the amortized cost basis,
in accordance with Subtopic 326-30, Financial Instruments— Credit Losses—Available-for-Sale Debt Securities. The amendments
in this ASU address those stakeholders’ concerns by providing an option to irrevocably elect the fair value option for certain
financial assets previously measured at amortized cost basis. For those entities, the targeted transition relief will increase
comparability of financial statement information by providing an option to align measurement methodologies for similar financial
assets. Furthermore, the targeted transition relief also may reduce the costs for some entities to comply with the amendments
in Update 2016-13 while still providing financial statement users with decision-useful information. ASU 2019-05 is effective for
“smaller reporting companies” for fiscal year beginning after December 15, 2022. The Company is currently evaluating
the impact of this new standard on its consolidated financial statements and related disclosures.








In
December 2019, the FASB issued ASU 2019-12: Simplifying the Accounting for Income Taxes (Topic 740), which removes certain exceptions
to the general principles in Topic 740 and improves consistent application of and simplifies GAAP for other areas of Topic 740
by clarifying and amending existing guidance. This ASU is effective for fiscal years beginning after December 15, 2020, and interim
periods within those fiscal years, with early adoption permitted. The Company is evaluating the effect of adopting this new accounting
guidance but does not expect adoption will have a material impact on the Company’s consolidated financial statements and
related disclosures.














19


















In
March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”). ASU 2020-04 contains practical
expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance
in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. The Company continues to evaluate
the impact of the guidance and may apply the elections as applicable as changes in the market occur.








In
August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and
Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an
Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with
characteristics of liabilities and equity. This ASU (1) simplifies the accounting for convertible debt instruments and convertible
preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options, that requires entities
to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt
or preferred stock; (2) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments
and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing
certain criteria required for equity classification; and (3) revises the guidance in ASC 260, Earnings Per Share, to require entities
to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities
must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares.








For
SEC filers, excluding smaller reporting companies, ASU 2020-06 is effective for fiscal years beginning after December 15, 2021
including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after
December 15, 2020. For all other entities, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including
interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of the fiscal year of adoption
and cannot adopt the guidance in an interim reporting period. The Company is currently evaluating the impact that ASU 2020-06
may have on its consolidated financial statements and related disclosures.








Except
for the above-mentioned pronouncements, there are no new recent issued accounting standards that will have material impact on
the consolidated financial position, statements of operations and cash flows.









3.
ACQUISITION OF SUBSIDIARIES











On
August 17, 2020, the Company acquired all of the issued and outstanding capital stock (the “Acquisition”) of NPI,
pursuant to the terms and conditions of that certain Stock Purchase Agreement, dated as of the Closing Date, among the Company,
NPI, the selling shareholders of NPI identified therein (each a “Seller,” and, collectively, the “Sellers”)
and the representative of the Sellers identified therein.








The
aggregate purchase price for the Acquisition was $4,850,000, less certain discounts, expenses and reductions for outstanding NPI
debt owed to the Company and/or its affiliates, resulting in a net purchase price of $3,506,042, payable in 8,415,111 shares of
the Company’s common stock to the Sellers in accordance with their respective pro rata percentage.








After
the completion of the Acquisition, NPI became a wholly owned subsidiary of the Company.








The
Company completed the valuations necessary to assess the fair values of the tangible and intangible assets acquired and liabilities
assumed, resulting from which the amount of goodwill was determined and recognized as of the respective acquisition date. The
following table summarizes the estimated aggregate fair values of the assets acquired and liabilities assumed as of the closing
date, August 31, 2020.














20



















































































































































Cash and cash equivalents


$

185,117


Prepayments, deposits and other receivables



145,228


Due from a shareholder



34,048


Right-of-use operating lease assets



113,590


Plant and equipment, net



30,365


Intangible assets- Technical know-hows



818,200


Goodwill



2,974,364


Other payables and accrued liabilities



(383,087

)

Contract liabilities



(2,896

)

Due to shareholders



(99,730

)

Operating lease liability



(113,646

)

Tax payable



(31,871

)

Deferred tax liabilities



(163,640

)

Net purchase price


$

3,506,042







Less: Outstanding NPI debt owed to the Company





Accounts receivable



989,854


Notes payable



(3,066,617

)



$

1,429,279










The
transaction resulted in a purchase price allocation of $2,974,364 to goodwill, representing the financial, strategic and operational
value of the transaction to the Company. Goodwill is attributed to the premium that the Company paid to obtain the value of the
business of NPI and the synergies expected from the combined operations of NPI and the Company, the assembled workforce and their
knowledge and experience in provision of products and projects utilizing NPI’s technical know-hows. The total amount of
the goodwill acquired is not deductible for tax purposes.











4.
PLANT AND EQUIPMENT, NET









Plant
and equipment as of November 30, 2020 and August 31, 2020 are summarized below:





















































































As of


November 30, 2020



As of


August 31, 2020


Furniture and fixtures


$

28,906



$

20,159


Office equipment



72,188




65,809


Leasehold improvement



64,741




18,832


Total



165,835




104,800


Less: Accumulated depreciation



(82,888

)



(71,133

)

Plant and Equipment, net


$

82,947



$

33,667








Depreciation
expenses, classified as operating expenses, were $10,227 and $2,314 for the three months ended November 30, 2020 and 2019, respectively.









5.
INTANGIBLE ASSETS, NET









Intangible
assets costs as of November 30, 2020 and August 31, 2020 are summarized below:
































































































As of


November 30, 2020



As of


August 31, 2020


Investment platform


$

30,000



$

30,000


Technical know-hows



818,200




818,200


Trademarks



1,023




-


Total



849,223




848,200


Less: Accumulated amortization



(32,095

)



(6,500

)

Impairment



(23,500

)



(23,500

)

Intangible assets, net


$

793,628



$

818,200








Amortization
expense for intangible assets was $25,595 and $nil for the three months ended November 30, 2020 and 2019, respectively.














21














During
the course of the Company’s strategic review of its operations, the Company assessed the recoverability of the carrying
value of the Company’s intangible assets. The impairment charge, if any, represented the excess of carrying amounts of the
Company’s intangible assets over their fair value, using the expected future discounted cash flows. No impairment loss of
intangible asset was recognized for the three months ended November 30, 2020 and 2019.








As
of November 30, 2020, amortization expenses related to intangible assets for future periods are estimated to be as follows:
























































12 months ending November 30,




2021


$

102,378


2022



102,378


2023



102,378


2024



102,378


2025 and thereafter



384,116


Total


$

793,628









6.
RELATED PARTY TRANSACTIONS















































































For the three months ended November 30,




2020



2019









Professional fee - Greenpro Financial Consulting Limited (a)


$

-



$

13,500











Other Income:









Miscellaneous income from Greenpro LF Limited
(b)



1,823




-





























(a)



The
Company incurred professional fees of $nil and $13,500 for services provided by Greenpro Financial Consulting Limited for
the three months ended November 30, 2020 and 2019, respectively. The fees are due for payment to Greenpro Financial Consulting
Limited upon receipt of an invoice.












The
directors of Greenpro Financial Consulting Limited (Mr. Chong Kuang Lee and Mr. Che Chan Loke) are the directors of the investment
managers of Greenpro Asia Strategic SPC. As of November 30, 2020, Greenpro Asia Strategic SPC is the holder of approximately
3.85% of the Company’s issued and outstanding common stock.









(b)



Mr. Lin is a director of Greenpro LF Limited.









7.
PREPAYMENTS, DEPOSITS AND OTHER RECEIVABLES






















































































As of


November 30, 2020






As
of


August 31, 2020





Rental and management fee deposits


$

144,693




137,088


Prepaid share based compensation to directors (Note 13)



1,200,000




-


Prepaid share based compensation to consultants (Note 13)



2,795,834




375,000


Other prepaid expenses



7,663




81,108


Staff advances



12,241




2,970




$

4,160,431




596,166














22















8.
ACCRUED EXPENSES AND OTHER PAYABLES











































































As of


November 30, 2020






As of August 31,






2020





Accrued interests (Note 9, 10 and 11)


$

19,681




6,191


Accrued expenses



215,524




240,172


Unearned income



556




2,222


Other payables



55,678




43,661




$

291,439




292,246








The
Company signed an agreement with a third party whereby it authorized the third party to use its investment platform and related
applications, for a period until December 31, 2020, for an upfront service fee. An additional fee is charged upon the third party’s
sale of products on the Company’s mobile application. Unearned income on this contract was $556 and $2,222 as of November
30, 2020 and August 31, 2020, respectively.









9.
DUE FROM (TO) SHAREHDOLERS, DIRECTORS AND A RELATED COMPANY
















































































































































































































































As of


November 30, 2020






As
of


August 31, 2020





Loan to Cheng Hung-Pin (a shareholder)


$

35,026



$

34,048











Due from a director:









Cheng Shui-Fung


$

-



$

189,474











Due from a related company:









Greenpro LF Limited


$

-



$

36,666











Due to a director:









Lin Yi-Hsiu


$

1,394,194



$

1,400,459











Loan from Hsu Kuo-Hsun (a shareholder)


$

60,075



$

60,075











Due to shareholders:









Tu Yu-Cheng


$

103,510



$

96,530


Cheng Hung-Pin



800




800


Huang Mei-Ying



800




800


Lo Shih-Chu



800




800


Chen Jun-Yuan



800




800




$

106,710



$

99,730








On
March 10, 2020, LOC entered into a loan agreement with Cheng Hung-Pin and loaned him NT$1,000,000. The loan is unsecured, bears
interest at a rate of 3% per annum and repayable on demand.








On
July 20, 2020, the Company obtained a loan of RMB420,000 from Hsu Kuo-Hsun which accrues interest at the rate of 8% per annum.
The loan is due on July 17, 2021 and Mr. Lin Yi-Hsiu would be liable when the Company fails to repay. Interest of $1,746 and $544
was accrued as of November 30, 2020 and August 31, 2020, respectively.














23














Amounts
due from (to) shareholders, directors and a related company are unsecured, interest-free with no fixed payment term.









10.
BONDS PAYABLE









The
Company entered into a Bond Purchase Agreement with an individual third party on August 14, 2019, pursuant to which the Company
issued and sold to the purchaser a bond at an aggregate purchase price of $600,000. The bond will mature three years from August
14, 2019. Interest on the bond accrues at rate of 10% per annum and is payable on semi-yearly basis. The Company may exercise
its right to repay this bond at any time on or before two years from the maturity date by wiring 100% of all outstanding principal
and interest to the purchaser. Interest of $17,935 and $2,935 was accrued as of November 30, 2020 and August 31, 2020, respectively.









11.
CONVERTIBLE NOTES PAYABLE TO RELATED PARTIES









The
Company entered into a series of Convertible Promissory Note Purchase Agreements (the “Agreements”) with certain investors
between February and November, 2020. Pursuant to the Agreements, the Company issued certain Convertible Promissory Notes (the
“Notes”) to the investors in a total principal amount of $930,000. A summary of the major terms of the Agreements
are presented as follows:















































































































































Principal amount



Issue date


Maturity date


Interest rate


Teh-Ling Chen


$

110,000



February 24, 2020


February 24, 2022



6

%

Li-Ching Yang



20,000



February 27, 2020


February 27, 2022



6

%

Jui-Chin Chen



100,000



March 18, 2020


March 18, 2022



6

%

Teh-Ling Chen



100,000



November 2, 2020


November 2, 2022



6

%

Chin-Ping Wang



200,000



November 25, 2020


November 25, 2022



6

%

Chin-Nan Wang



200,000



November 25, 2020


November 25, 2022



6

%

Chin-Chiang Wang



200,000



November 25, 2020


November 25, 2022



6

%



$

930,000
















On
February 24, 2020, the Company issued a convertible promissory note in the principal amount of $110,000, which accrues interest
at the rate of 6% per annum, to a shareholder – Teh-Ling Chen. The note is due on February 24, 2022 and unsecured.








On
February 27, 2020, the Company issued a convertible promissory note in the principal amount of $20,000, which accrues interest
at the rate of 6% per annum, to a shareholder – Li-Ching Yang. The note is due on February 27, 2022 and unsecured.








On
March 18, 2020, the Company issued a convertible promissory note in the principal amount of $100,000, which accrues interest at
the rate of 6% per annum, to a shareholder – Jui-Chin Chen. The note is due on March 18, 2022 and unsecured.








On
August 17, 2020, the Company entered into amendments to the Notes and the convertible promissory note purchase agreements with
each of the Noteholders, wherein, at the sole option of the applicable Noteholder, all or part of the unpaid outstanding principal
of such Noteholder’s Note would be convertible into shares of restricted common stock of the Company at a conversion price
equal to $0.40 per share. On August 18, 2020, two of the Noteholders submitted conversion notices to the Company converting all
of the outstanding balances of their Notes into an aggregate of 325,000 shares of the Company’s common stock.






On
November 2, 2020, the Company issued a convertible promissory note in the principal amount of $100,000, which accrues interest
at the rate of 6% per annum, to a shareholder – Teh-Ling Chen. The note is due on November 2, 2022 and unsecured.








On
November 25, 2020, the Company further issued convertible promissory notes in the total principal amount of $600,000, which accrues
interest at the rate of 6% per annum, to shareholders –Chin-Ping Wang, Chin-Nan Wang and Chin-Chiang Wang. The note is due
on November 25, 2022 and unsecured.














24














For
each of the convertible promissory notes, the Company is entitled to a one-year extension. The outstanding principal amounts of
the notes are convertible at any time at the option of the holders into common stock at a conversion price of $0.4 per share.
 Each of the lenders may convert part of the principal outstanding in increments of $10,000 or multiples of $10,000 at any
time. Accrued interest, if any, will be forfeited on any principal amount being converted.








The
conversion feature is dual indexed to the Company’s stock, and is considered an embedded derivative which needs to be bifurcated
from the host instrument in accordance with ASC 815.








ASC
815-15-25 provides that if an entity has a hybrid financial instrument that would require bifurcation of embedded derivatives
under ASC 815, the entity may irrevocably elect to initially and subsequently measure a hybrid financial instrument in its entirety
at fair value with changes in fair value recognized in earnings. The fair value election can be made instrument by instrument
and shall be supported by concurrent documentation or a preexisting documented policy for automatic election.








The
Company elected to measure the Notes in their entirety at fair value with changes in fair value recognized as non-operating income
or loss at each balance sheet date in accordance with ASC 815-15-25.








Fair
value of the convertible promissory notes of $800,000 as of November 30, 2020 is determined using the binomial model, one of the
option pricing methods. The valuation involves complex and subjective judgment and the Company’s best estimates of the probability
of occurrence of future events, such as fundamental changes, on the valuation date. Under the binomial valuation model, the Company
uses a weighted risk-free and risk interest rate (the combination of the risk free rate plus the credit spread for the underlying
Notes) weighted by the probability of conversion as internally solved out by binomial model in discounting its cash flows. The
main inputs to this model include the underlying share price, the expected share volatility, the expected dividend yield, the
risk free and risk interest rate.









12.
INCOME TAXES









For
the three months ended November 30, 2020 and 2019, the local (United States) and foreign components of loss before income tax
were comprised of the following:




























































































































Three months ended November 30,




2020



2019


Tax jurisdictions from:









- Local


$

(1,519,520

)


$

(1,159,478

)

- Foreign, representing









Seychelles



-




-


British Virgin Islands



(83,142

)



-


Taiwan



(493,890

)



-


PRC



(142,962

)



-


Hong Kong



(1,422,660

)



(70,152

)

Loss before income tax


$

(3,662,174

)


$

(1,229,630

)







The
components of the provision (benefit) for income taxes expenses are:


























































Three months ended November 30,




2020



2019


Current


$

-



$

20,000


Deferred



(5,114

)



-


Total income tax (benefit) expense


$

(5,114

)


$

20,000














25
















The
provision for income taxes consisted of the following:







































































































































Three months ended November 30,




2020



2019


Loss before income taxes


$

(3,662,174

)


$

(1,229,630

)

Statutory income tax rate



21

%



21

%

Income tax credit computed at statutory income rate



(769,057

)



(258,222

)

Reconciling items:









Non-deductible expenses



23,025




-


Share-based payments



453,445




223,125


Tax effect of tax exempt entity



17,460




-


Rate differential in different tax jurisdictions



63,2

40





3,157


Valuation allowance on deferred tax assets



206,773




51,940


Income tax (benefit) expense


$

(5,114

)


$

20,000









United
States of America









The
Company is registered in the State of Nevada and is subject to the tax laws of the United States of America. As of November 30,
2020, the operations in the United States of America incurred $2,104,494 of cumulative net operating losses (NOL’s)
which can be carried forward to offset future taxable income. The NOL carryforwards begin to expire in 2037, if unutilized. As
of November 30, 2020 and August 31, 2020, the Company has provided for a full valuation allowance of $441,944 and $323,322,
respectively, against the deferred tax assets on the expected future tax benefits from the net operating loss carryforwards
as the management believes it is more likely than not that these assets will not be realized in the future.









Seychelles









Under
the current laws of the Seychelles, LFG is registered as an international business company which governs by the International
Business Companies Act of Seychelles and there is no income tax charged in Seychelles.









British
Virgin Islands









NPI
is tax exempted in the British Virgin Islands where it was incorporated.









Taiwan









LOC
is subject to corporate income tax (“CIT”) in Taiwan. With effect from January 1, 2018, the CIT rate in Taiwan is
20%. However, for profit-seeking entities with less than NT$ 500,000 (approximately $17,347) in taxable income, the CIT rate is
18% in 2018, 19% in 2019, and 20% in 2020 if taxable income exceeds NT$120,000 (approximately $4,163). As of November 30, 2020,
LOC had net operating loss carry-forwards in Taiwan of $2,008,983, which will expire in various years through 2025. The
Company has provided for a full valuation allowance of $401,797 against the deferred tax assets on the expected future
tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets
will not be realized in the future.









PRC









BJDC
is subject to corporate income tax (“CIT”) at 25% in accordance with the relevant tax laws and regulations of the
PRC. As of November 30, 2020, BJDC had net operating loss carry-forwards in the PRC of $1,407,248, which will expire in
various years through 2027. The Company has provided for a full valuation allowance of $351,812 against the deferred tax
assets on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely
than not that these assets will not be realized in the future.














26

















Hong
Kong









JFB
is subject to Hong Kong Profits Tax, which is charged at the statutory income rate of 16.5% on its assessable income. No provision
for Hong Kong profits tax has been made in the financial statements as JFB has no assessable profits for the years. As of November
30, 2020 and August 31, 2020, the operations in Hong Kong incurred $1,643,906 and $4,350,416 of cumulative net operating
losses (NOL’s) which can be carried forward indefinitely to offset future taxable income. As of November 30, 2020 and August
31, 2020, the Company has provided for a full valuation allowance of approximately $271,245 and $717,819, respectively,
against the deferred tax assets on the expected future tax benefits from the net operating loss carryforwards as the management
believes it is more likely than not that these assets will not be realized in the future.









































































































November 30, 2020



August 31, 2020


Deferred tax assets:









Net operating loss carryforwards









– United States of America


$

(441,944

)


$

(323,322

)

– Taiwan



(401,797

)



(328,752

)

– PRC



(351,812

)



(309,264

)

– Hong Kong



(271,245

)



(298,764

)

Less: valuation allowance



1,466,798




1,260,102




$

-



$

-











13.
COMMON STOCK









On
September 1, 2019, the Company entered into an employment agreement with Yi-Hsiu Lin to serve as the Chief Executive Officer of
the Company for a two-year term. Pursuant to the agreement, Mr. Lin will be compensated at an annual rate of $50,000 per year
(the “Base Compensation”), prorated for any partial year in cash or 2,500,000 shares of restricted common stock, which
vested on September 16, 2019 and September 1, 2020. In addition, Mr. Lin may be entitled to bonus compensation of up to
three (3) times Base Compensation based on his achievement of appropriate performance criteria to be determined by the board of
directors or a committee thereof. The fair value of the shares of restricted common stock was $2,500,000 and $1,250,000, respectively,
which was calculated based on a price per share of $0.40 and $0.50, respectively and amortized over the service term. During
the three months ended November 30, 2020 and 2019, the Company amortized $250,000 and $312,500, respectively, as remuneration.
Prepaid expenses were $750,000 as of November 30, 2020 (Note 7).








On
September 1, 2019, the Company issued a director offer letter to Shui Fung Cheng, pursuant to which Mr. Cheng agreed to serve
as a director of the Company for a one-year term. For his service as a director, Mr. Cheng will receive an annual compensation,
prorated for any partial year, in the form of $30,000 in cash or 1,500,000 shares of restricted common stock. The offer letter
provided that compensation, either in cash or shares of restricted common stock, shall be paid or granted immediately on September
1, 2019. The fair value of the shares of restricted common stock was $750,000, which was calculated based on a price per share
of $0.50 and amortized over the service term. The offer was renewed on September 1, 2020 and all shares were granted and vested
on the same date. The fair value of the shares of restricted common stock was $1,500,000, which was
calculated based on a price per share of $0.40 and amortized over the service term. During the three months November 30,
2020 and 2019, the Company amortized $150,000 and $187,500, respectively, as remuneration. Prepaid expenses were $450,000 as of
November 30, 2020 (Note 7).








On
September 1, 2019, the Company entered into a consulting agreement with a consultant to provide business development services
to the Company for a one-year term. Pursuant to the agreement, the Company agreed to pay the consultant a fee of $40,000 in the
form of 2,000,000 shares of restricted common stock, which vested on September 15, 2019, prorated for any partial year. The fair
value of the shares of restricted common stock was $1,000,000, which was calculated based on a price per share of $0.50 and amortized
over the service term. During the three months ended November 30, 2020 and 2019, the Company amortized $nil and $250,000, respectively,
as consulting expenses under this agreement.








On
September 1, 2019, the Company entered into a consulting agreement with a consultant to provide business advisory services to
the Company for a one-year term. Pursuant to the agreement, the Company agreed to pay the consultant a fee of $50,000 in the form
of 2,500,000 shares of restricted common stock, which vested on September 15, 2019, prorated for any partial year. The fair value
of the shares of restricted common stock was $1,250,000, which was calculated based on a price per share of $0.50 and amortized
over the service term. During the three months ended November 30, 2020 and 2019, the Company amortized $nil and $312,500, respectively,
as consulting expenses under this agreement.














27














On
June 30, 2020, the Company entered into a stock forfeiture letter (the “Stock Forfeiture Letter”) with First Leader
Capital Ltd., a significant stockholder of the Company and an entity solely owned and controlled by Yi-Hsiu Lin, the Company’s
Chief Executive Officer and a member of the Company’s board of directors. Pursuant to the Stock Forfeiture Letter, on June
30, 2020, First Leader Capital Ltd. forfeited and surrendered 5,500,000 shares (the “Surrendered Shares”) of the Company’s
common stock, par value $0.0001 per share (the “Common Stock”), and the Surrendered Shares were automatically cancelled
and retired (the “Stock Cancellation”). First Leader Capital Ltd. agreed to forfeit and cancel the Surrendered Shares
in exchange for the benefit from reducing the Company’s outstanding Common Stock to be more in line with what management
deems to be market expectations based on the Company’s current valuation. 5,500,000 shares were canceled on September 21,
2020.








On
March 1, 2020, the Company entered into a consulting agreement with a consultant to provide business advisory services to the
Company for a one-year term. Pursuant to the agreement, the Company agreed to pay the consultant a fee of $60,000 and 1,000,000
shares of restricted common stock, which vested not later than June 30, 2020, prorated for any partial year. On June 30, 2020,
the Company’s board of directors approved additional 500,000 shares to the consultant in exchange for services rendered.
The fair value of the shares of restricted common stock was $750,000, which was calculated based on a price per share of $0.50
and amortized over the service term. During the three months ended November 30, 2020, the Company amortized $187,500 as consulting
expenses under this agreement. Prepaid expenses were $187,500 as of November 30, 2020 (Note 7). The shares were granted on July
7, 2020.








On
June 30, 2020, the Company’s board of directors agreed to grant a new employee of JFB, (i) 5,000,000 shares of Restricted
Common Stock in connection with such employee’s employment (the “Inducement Shares”) and (ii) 5,000,000 shares
of Restricted Common Stock upon the achievement of each of two milestones set forth in such employee’s offer letter relating
to the FinMaster mobile application. In addition, on that same day, the Company’s board of directors approved an aggregate
of 3,000,000 shares to a service provider in exchange for services rendered. As of August 31, 2020, 5,000,000 and 3,000,000 common
shares of the Company have been issued to the employee and service provider respectively. The fair value of the shares of restricted
common stock to them was $3,200,000, which was calculated based on a price per share of $0.40. On November 30, 2020, 3,116,903
shares were granted to the employee upon achievement of the milestones set forth in the employee’s offer letter.
During the three months ended November 30, 2020, the Company amortized $1,246,761 and $nil, respectively, as salaries and professional
fees. The shares are expected to be issued by the end of January 2021.








The
Company issued 8,415,111 shares of common stock for the acquisition of NPI in August 2020 (Note 1).








On
July 27, 2020, the Company issued an offer letter to Chieh Chen, pursuant to which Ms. Chen agreed to serve as an executive assistant
of the Company. For her service as an executive assistant, Ms. Chen will receive a monthly compensation in the form of NT$77,000 
($2,671) for the first three months (probationary period) and thereafter NT$92,500 ($3,209) in cash. In addition, Ms. Chen will
be granted 50,000 shares of restricted common stock upon completion of the first year of service and 50,000 shares of restricted
common stock if she meets the criteria established by the Company. The fair value of the shares of restricted common stocks
was $50,000, which was calculated based on a priced per share of $1.00 and amortized over the service term. During the three
months ended November 30, 2020, the Company recognized $16,667 as compensation under this arrangement.








On
August 1, 2020, the Company entered into an agreement with a company for provision of consulting services by its employee to the
Company for a one-year term. Pursuant to the agreement, the Company agreed to pay the provider an annual compensation of $66,000,
prorated for any partial year. In addition, for the services of its employees on a one-year term, the provider was granted 1,000,000
shares of restricted common stock, vested on September 15, 2020.  The fair value of 1,000,000 shares granted was $1,000,000,
which was calculated based on the stock price of $1.00 per share on September 15, 2020 and will be amortized over the service
term. During the three months ended November 30, 2020, the Company recognized $83,333 as compensation under these arrangements.
Prepaid expenses were $316,667 as of November 30, 2020 (Note 7). The shares are expected to be issued by the end of January
2021.














28














On
August 3, 2020, the Company issued an offer letter to Annie Chung, pursuant to which Ms. Chung agreed to serve as an executive
assistant of the Company. For her service as an executive assistant, Ms. Chung will receive a monthly compensation in the form
of NT$77,000 ($2,671) in cash. In addition, Ms. Chung will be granted 50,000 shares of restricted common stock upon completion
of the first year of service and 50,000 shares of restricted common stock if she meets the criteria established by the Company.
The fair value of the shares of restricted common stock was $50,000, which was calculated based on a price per share of $1.00
and amortized over the service term. During the three months ended November 30, 2020, the Company recognized $16,667
as compensation under this arrangement.








On
November 1, 2020, the Company entered into consulting agreements with two consultants to assist in monitoring and improving FinMaster
APP for a one-year term. Pursuant to the agreement, the Company agreed to pay the consultants in the form of 2,500,000 shares
of restricted common stock, which vested on November 1, 2020, prorated for any partial year. The fair value of the shares of restricted
common stock was $2,500,000, which was calculated based on a price per share of $1.00 and amortized over the service term.
During the three months ended November 30, 2020, the Company amortized $208,333 as consulting expenses under these agreements.
Prepaid expenses were $2,291,667 as of November 30, 2020 (Note 7).








From
September to November 2020, the Company entered into securities purchase agreement with several accredited investors whereby the
investors purchased a total of 495,000 shares of the Company’s common stock at $0.40 per share. The Company received aggregate
gross proceeds of $198,000. Pursuant to the terms of the securities purchase agreements, the investors have piggyback registration
rights with respect to the shares. The shares are expected to be issued by the end of January 2021.








As
of November 30, 2020, unrecognized share-based compensation expense was $6,578,238.








As
of November 30, 2020, 11,243,986 shares were granted to employees (including COO, CEO and a director) and consultants and vested
but not yet issued.









14.
COMMITMENTS AND CONTINGENCIES









During
the period ended November 30, 2020, the Company entered into agreements with independent third parties to lease office and staff
quarter premises in Taiwan, Shenzhen, Beijing and Hong Kong on a monthly basis for the operations of the Company. The rental expense
for the period ended November 30, 2020 and 2019 were $83,012 and $34,652, respectively.








The
following table lists the future minimal payments to be paid by the Company under a non-cancellable operating lease for office
space in Taiwan with an initial term of one-year as of November 30, 2020:










































Year ending November 30,




2021


$

6,305


2022



-


2023



-


2024



-








As
of November 30, 2020, the Company had future minimum lease payments for non-cancelable short-term operating leases of $6,305 payable
to a shareholder.








The
components of lease costs, lease term and discount rate with respect of leases with an initial term of at least 12 months are
as follows:



































































For the three months ended November 30,




2020



2019









Operating lease cost – classified as general and administrative expenses


$

72,063



$

-


Weighted Average Remaining Lease Term – Operating leases




1.48 years






N/A



Weighted Average Discounting Rate – Operating leases



5.68

%




N/A















29














The
following is a schedule, by years, of maturities of lease liabilities as of November 30, 2020:



















































































Operating leases


2021


$

233,363


2022



117,307


2023



-


2024



-


2025



-


Thereafter



-


Total undiscounted cash flows



350,670


Less: imputed interest



10,391


Present value of lease liabilities


$

340,279









Contingencies









The
Labor Contract Law of the People’s Republic of China requires employers to assure the liability of the severance payments
if employees are terminated due to restructuring, termination as a result of a mutual agreement or termination as a result of
the expiration of a fixed-term labor contract. The Company has estimated its possible severance payments of approximately $88,000
and $86,000  as of November 30, 2020 and August 31, 2020, respectively, which have not been reflected in its consolidated
financial statements, because it is more likely than not that this will not be paid or incurred.








In
Taiwan, an employer can terminate an employment contract with notice (or with pay in lieu of notice) and with severance pay only
due to stoppage of business or a transfer of ownership, business losses or curtailment of business operations, suspension of operations
due to a force majeure event, or alteration of the business nature, forcing a reduction in the number of employees, and those
employees cannot be reassigned to other suitable positions, or the employee is incapable of performing the tasks assigned. The
Company has estimated its possible severance payments of approximately $46,000 and $28,000  as of November 30, 2020 and August
31, 2020, respectively, which have not been reflected in its consolidated financial statements, because it is more likely than
not that this will not be paid or incurred.









15.
SUBSEQUENT EVENTS









The
new version of the FinMaster App was released in December 2020. The update allows general users to make in-app purchases
of FinMaster points and use them on A.I. stock selection features, programs, and other merchandises.








On
January 6, 2021, the Company entered into securities purchase agreement with an accredited investor whereby the investor purchased
a total of 500,000 shares of the Company’s common stock at $0.40 per share. The Company received aggregate gross proceeds
of $200,000.














30

















Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.










The
following discussion and analysis of our financial condition and results of operations should be read together with our unaudited
financial statements and related notes appearing elsewhere in this Form 10-Q and our audited financial statements and related
notes for the year ended August 31, 2020 included in our most recent annual report on Form 10-K. In addition to historical information,
this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual
results may differ materially from those anticipated in these forward-looking statements as a result of certain factors.










Company
Overview









Leader
Capital Holdings Corp. is an early stage technology company that conducts its operations through its wholly owned subsidiaries,
Leader Financial Group Limited, a Seychelles corporation incorporated on March 6, 2017 (“LFGL”), and JFB Internet
Service Limited, a Hong Kong corporation incorporated on July 6, 2017 (“JFB”).








Through
LFGL, we act as the service provider for a mobile application investment platform that is owned by JFB. The platform connects
investors with financial service providers in an effort to sharpen operational efficiency and seeks to address customer demands
for more innovative services. It is a ready-made application created to meet the needs of financial service providers, especially
trust companies and insurance companies. The platform is customizable and each financial institution can adjust the platform to
better suit their client’s needs.








Use
of the JFB platform is currently free; however, we have an agreement with a third party whereby we have authorized the third party
to use our investment platform and related applications until December 31, 2020 for a fee.








The
Company has been developing a new, more comprehensive FinMaster mobile application (“FinMaster App”), to
offer to our clients for a fee, which has been made available for download as of December 2020. This FinMaster App offers
one-stop shopping for multi financial services. Key services include real-time Taiwan stock market quotes, financial industry
information and news, social media activities, on-line live broadcast, A.I. stock selection and other features. On August 17,
2020, the Company, through its wholly-owned subsidiary JFB Internet Service Limited, a company incorporated and existing
under the laws of Hong Kong (the “Buyer”), acquired all of the issued and outstanding capital stock (the
“Acquisition”) of Nice Products Inc., a company organized under the laws of the British Virgin Islands and the
Company’s software ODM developer of the FinMaster APP (“NPI”), pursuant to the terms and conditions of that
certain Stock Purchase Agreement, dated as of August 17, 2020, among the Company, the Buyer, NPI, the selling shareholders of
NPI identified therein (each a “Seller,” and, collectively, the “Sellers”) and the representative of
the Sellers identified therein. The aggregate purchase price for the acquisition was $4,850,000, less certain discounts,
expenses and reductions for outstanding NPI debt owed to the Company and/or its affiliates. The net purchase price for the
acquisition was $3,506,042, payable in 8,415,111 shares of the Company’s common stock to the Sellers in accordance with
their respective pro rata percentage.








As
a result of the Acquisition, the Company now owns, indirectly through the Buyer, 100% of NPI. NPI, through its wholly-owned
subsidiaries, LOC Weibo Co., Ltd. and Beijing DataComm Cloud Media Technology Co., Ltd., companies organized under the laws of
the Republic of China and the laws of the People’s Republic of China, respectively, engages primarily in the development
of ecological-system applications, integration of big data and promotion of OTT applications. Following the Acquisition,
we were able to release the FinMaster App for download in December 2020.








We
have incurred significant operating losses. As of November 30, 2020 and August 31, 2020, our accumulated deficits were $14,964,635
and $11,307,575, respectively. We generated revenue of $22,863 and $1,667 for the three months ended November 30, 2020 and
2019, respectively. Our net losses were principally attributed to general and administrative expenses.









Going
Concern









The
accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization
of assets and the settlement of liabilities and commitments in the normal course of business.








We
have suffered recurring losses from operations, and recorded an accumulated deficit of $14,964,635 as of November
30, 2020. These conditions raise substantial doubt about our ability to continue as a going concern. The ability to continue as
a going concern is dependent upon our profit generating operations in the future and/or obtaining the necessary financing to meet
our obligations and repay our liabilities arising from normal business operations when they become due.














31














We
expect to finance our operations primarily through cash flows from operations, loans from existing directors and shareholders
and placements of capital stock for additional funding. In the event that we require additional funding to finance the growth
of our current and expected future operations as well as to achieve our strategic objectives, a shareholder has indicated the
intent and ability to provide additional financing. No assurance can be given that any future financing, if needed, will be available
or, if available, that it will be on terms that are satisfactory to us. Even if we are able to obtain additional financing, if
needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for
its stock holders, in the case of equity financing.








The
COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause
further business slowdowns or shutdowns, depress demand for our business, and adversely impact our results of operations. We expect
uncertainties around our key accounting estimates to continue to evolve depending on the duration and degree of impact associated
with the COVID-19 pandemic. Its estimates may change as new events occur and additional information emerges, and such changes
are recognized or disclosed in its consolidated financial statements.








These
condensed consolidated financial statements do not include any adjustments to the recoverability and classification of recorded
asset amounts and classification of liabilities that might be necessary should we be unable to continue as going concern.









Liquidity
and Capital Resources









The
following table sets forth a summary of our cash flows for the periods indicated:






































































































For the three months ended November 30,




2020



2019


Net cash used in operating activities


$

(766,843

)


$

(154,234

)

Net cash used in investing activities



(59,632

)



(401,285

)

Net cash provided by financing activities



932,561




175,502



Effect
of exchange rate changes on cash and cash equivalents






12,332







-




Net increase (decrease) in cash and cash equivalents




118,418







(380,017



)

Cash and cash equivalents, beginning of period



432,087




447,562


Cash and cash equivalents, end of period


$

550,505



$

67,545









Cash
Used in Operating Activities









Net
cash used in operating activities for the three months ended November 30, 2020 and 2019 was $766,843 and $154,234, respectively.
The cash used in operating activities was mainly for payment of general and administrative expenses.









Cash
Used in Investing Activities









Net
cash used in investing activities for the three months ended November 30, 2020 and 2019 was $59,632 and $401,285, respectively.
The net cash used in investing activities for the three months ended November 30, 2020 was related to the acquisition of plant
and equipment and intangible assets. The net cash used in investing activities for the three months ended November 30, 2019 was
related to the issuance of notes receivable.









Cash
Provided by Financing Activities









Net
cash provided by financing activities for the three months ended November 30, 2020 and 2019 was $932,561 and $175,502, respectively.
The cash provided by financing activities were related to the issuance of shares and convertible notes, and advances from a shareholder
and a director.














32















Results
of Operations










Comparison
for the three months ended November 30, 2020 and 2019






























































































































































For the three months ended November 30,




2020



2019


Revenue


$

22,863



$

1,667


Research and development expenses



(146,971

)



-


Sales and marketing expenses



(109,702

)



-


General and administrative expenses



(2,953,167

)



(1,238,147

)

Loss from operations



(3,186,977

)



(1,236,480

)

Interest expenses



(15,446

)



(14,959

)

Loss on change in fair value of convertible notes



(481,043

)



-


Other income



21,292




21,809


Loss before income tax



(3,662,174

)



(1,229,630

)

Income tax benefit (expense)



5,114




(20,000

)










Net loss


$

(3,657,060

)


$

(1,249,630

)








Revenue









We
signed an agreement with a third party whereby we authorized the third party to use our investment platform and related applications,
from January 1, 2018 to December 31, 2020, for an upfront service fee. An additional fee is charged upon the third party’s
sale of products on our mobile application. From September 2020, we generated additional revenue from a new, more comprehensive
mobile application, which we refer to as the FinMaster mobile application (the “FinMaster App” and together with the
JFB platform, the “Apps”), with similar functions as the JFB platform. We also provided software maintenance services.








We
generated revenue of $22,863 and $1,667 for the three months ended November 30, 2020 and 2019, respectively.









Research
and Development Expenses









Research
and development expenses for the three months ended November 30, 2020 amounted to $146,971 which primarily represented the charges
for R&D and consulting work performed by third parties and salaries and benefits for those employees engaged in research,
design and development activities after our acquisition of NPI in August 2020. We did not incur any R&D expenses for the three months ended November 30, 2019.









Sales
and Marketing Expenses









Sales
and marketing expenses were $109,702 and $nil for the three months ended November 30, 2020 and 2019, respectively. It consists
of the advertising costs amounted to $97,361 and the redeemable point liability charges of $12,341 after our acquisition
of NPI in August 2020.









General
and Administrative Expenses









General
and administrative expenses were $2,953,167 and $1,238,147 for the three months ended November 30, 2020 and 2019, respectively.
We recognized share-based compensation to directors, employees and consultants of $2,159,260 and $1,062,500 for the three
months ended November 30, 2020 and 2019, respectively. Besides, we incurred more payroll costs and other administrative
expenses in 2020 after our acquisition of NPI in August 2020.









Other
Income









Other
income for the three months ended November 30, 2020 amounted to $21,292 as compared to $21,809 in the same quarter of prior
year.














33















Net
Loss









Our
net loss was $3,657,060 and $1,249,630 for the three months ended November 30, 2020 and 2019, respectively. The net loss
was mainly derived from our general and administrative expenses.









Off-Balance
Sheet Arrangements









As
of November 30, 2020, we have no significant off-balance sheet arrangements that have or are reasonably likely to have a current
or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that are material to our stockholders.









Contractual
Obligations









As
a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this
information.











Item
3. Quantitative and Qualitative Disclosures about Market Risk









As
a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information
required by this Item.











Item
4. Controls and Procedures










Evaluation
of Disclosure Controls and Procedures









As
required by Rule 13a-15 under the Exchange Act, our management has carried out an evaluation, with the participation and under
the supervision of our principal executive officer and principal financial and accounting officer, of the effectiveness of the
design and operation of our disclosure controls and procedures as of November 30, 2020. Disclosure controls and procedures refer
to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit
under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms
of the SEC and that such information is accumulated and communicated to our management, including our chief executive officer
and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating
our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply
its judgment in evaluating and implementing possible controls and procedures.








Management
conducted its evaluation of disclosure controls and procedures under the supervision of our principal executive officer and principal
financial and accounting officer. Based upon, and as of the date of this evaluation, our principal executive officer and principal
financial and accounting officer have concluded that our disclosure controls and procedures were not effective as of November
30, 2020 due to the following material weaknesses in our internal control over financial reporting.





















1.




We
do not have an audit committee

– While we are not obligated to have an audit committee, it is management’s
view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s
financial reporting. Currently, our Chief Executive Officer and directors act in the capacity of the audit committee, and
do not include a member that is considered to be independent of management to provide the necessary oversight over management’s
activities.









2.




We
do not have adequate written policies and procedures

– Due to lack of adequate written policies and procedures for
accounting and financial reporting, we did not establish a formal process to close our books monthly and account for all transactions
in a timely manner.














34



























3.




We
did not implement appropriate information technology controls

– As at August 31, 2020, we retained copies of all
financial data and material agreements; however, there is no formal procedure or evidence of normal backup of our data or
off-site storage of the data in the event of theft, misplacement, or loss due to unmitigated factors.









4.




We
do not have sufficient and skilled accounting personnel

with an appropriate level of technical accounting knowledge and
experience in the application of accounting principles generally accepted in the United States commensurate with our financial
reporting requirements.







Our management does not believe that these
material weaknesses had a material effect on our financial condition or results of operations or caused our condensed consolidated
financial statements as of and for the period ended November 30, 2020 to contain a material misstatement.









Management’s
Remediation Initiatives









In
an effort to remediate the identified material weaknesses and enhance our internal controls, we have initiated, or plan to initiate,
the following series of measures:





























1.



Create
a position to segregate duties consistent with control objectives and increase our personnel resources and technical accounting
expertise within the accounting function when funds are available to us.









2.



Prepare
written policies and procedures for accounting and financial reporting to establish a formal process to close our books monthly
on an accrual basis and account for all transactions, including equity and debt transactions, in a timely manner.









3.



Add
staff members to our management team to make sure that information required to be disclosed in our reports filed and submitted
under the Exchange Act is recorded, processed, summarized and reported as and when required and the staff members will have
segregated responsibilities with regard to these responsibilities.








We
anticipate that these initiatives will be at least partially, if not fully, implemented by the end of fiscal year 2021.









Changes
in Internal Control Over Financial Reporting









There
were no changes in our internal control over financial reporting during the quarter ended November 30, 2020, that have
materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.











PART
II — OTHER INFORMATION












Item
1. Legal Proceedings.









There
are no material pending legal proceedings as defined by Item 103 of Regulation S-K, to which we are a party or of which any of
our property is the subject, other than ordinary routine litigation incidental to the Company’s business.








There
are no proceedings in which any of the directors, officers or affiliates of the Company, or any registered or beneficial holder
of more than 5% of the Company’s voting securities, is an adverse party or has a material interest adverse to that of the
Company.











Item
1A. Risk Factors.









We face a
number of significant risks and uncertainties in connection with our operations. Our business, results of operations and financial
condition could be materially adversely affected by these risks. There have been no material changes to the Risk Factors disclosed
in our Annual Report on Form 10-K for the year ended August 31, 2020.
















35

















Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.









Other
than set forth below, there were no sales of unregistered securities during the quarter ended November 30, 2020 that were not
previously reported on a Current Report on Form 8-K.








On
November 1, 2020, the Company entered into consulting agreements with two consultants to assist in monitoring and improving FinMaster
APP for a one-year term. Pursuant to the agreement, the Company agreed to pay the consultants in the form of 2,500,000 shares
of restricted common stock, which vested on November 1, 2020, prorated for any partial year. The fair value of the shares of restricted
common stock was $2,500,000, which was calculated based on a price per share of $1.00 and amortized over the service term. During
the three months ended November 30, 2020, the Company amortized $208,333 as consulting expenses under these agreements. Prepaid
expenses were $2,291,667 as of November 30, 2020 (Note 7).








From
September to November 2020, the Company entered into securities purchase agreement with several accredited investors whereby the
investors purchased a total of 495,000 shares of the Company’s common stock at $0.40 per share. The Company received aggregate
gross proceeds of $198,000. Pursuant to the terms of the securities purchase agreements, the investors have piggyback registration
rights with respect to the shares. The shares are expected to be issued by the end of January 2021.








On
November 2, 2020, the Company issued a convertible promissory note in the principal amount of $100,000, which accrues
interest at the rate of 6% per annum, to a shareholder – Teh-Ling Chen. The note is due on November 2, 2022 and
unsecured. At the sole option of the noteholder, all or part of the unpaid outstanding principal of the convertible promissory
note is convertible into shares of restricted common stock of the Company at a conversion price equal to $0.40 per share.








On
November 25, 2020, the Company further issued convertible promissory notes in the total principal amount of $600,000, which accrues
interest at the rate of 6% per annum, to shareholders –Chin-Ping Wang, Chin-Nan Wang and Chin-Chiang Wang. The note is due
on November 25, 2022 and unsecured. At the sole option of the noteholder, all or part of the unpaid
outstanding principal of the convertible promissory note is convertible into shares of restricted common stock of the Company at
a conversion price equal to $0.40 per share.








The
Company offered and/or issued the shares of common stock described herein in reliance upon the exemption from registration afforded
by Section 4(a)(2) under the Securities. The offers and issuances of the shares of common stock did not involve a “public
offering” based upon the following factors: (i) the offers and/or issuances of the shares of common stock were isolated
private transactions; (ii) a limited number of shares of common stock were offered to a limited number of individuals and entities;
(iii) there were no public solicitations; (iv) the investment intent of the recipients; and (v) the restriction on transferability
of the shares of common stock issued or issuable.














36

















Item
3. Defaults Upon Senior Securities.









None.











Item
4. Mine Safety Disclosures.









Not
applicable.











Item
5. Other Information.









None.











Item
6. Exhibits.




























































































































































Exhibit
No.








Description













3.1







Articles of Incorporation (incorporated by Reference to Exhibit 3.1 to the registration statement on Form S-1 of the Company, filed with the U.S. Securities and Exchange Commission on November 14, 2017).













3.2







Bylaws (incorporated by reference to Exhibit 3.2 to the registration statement on Form S-1 of the Company, filed with the U.S. Securities and Exchange Commission on November 14, 2017).













10.1*







Consulting Agreement, dated November 1, 2020, by and between the Company and Yi-Fang Liao.













10.2*







Consulting Agreement, dated November 1, 2020, by and between the Company and Chia-Jung Liang.






10.3



Form of Convertible Promissory Notes Purchase Agreement (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K, filed with the U.S. Securities and Exchange Commission on August 21, 2020).





10.4



Form of Amendment No. 1 to the Promissory Note and the Convertible Promissory Notes Purchase Agreement (incorporated by reference to Exhibit 10.2 to the current report on Form 8-K, filed with the U.S. Securities and Exchange Commission on August 21, 2020).












31.1*







Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.













32.1**







Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.













101.INS*






XBRL
Instance Document.












101.SCH*






XBRL
Taxonomy Extension Schema Document.












101.CAL*






XBRL
Taxonomy Extension Calculation Linkbase Document.












101.DEF*






XBRL
Taxonomy Extension Definition Linkbase Document.












101.LAB*






XBRL
Taxonomy Extension Labels Linkbase Document.












101.PRE*






XBRL
Taxonomy Extension Presentation Linkbase Document.








*
Filed herewith.




**
Furnished herewith.














37






















SIGNATURES










Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.


















































LEADER
CAPITAL HOLDINGS CORP






(Name
of Registrant)












Date:
January 19, 2021





















By:





/s/
Yi-Hsiu Lin





Name:

Yi-Hsiu Lin





Title:




Chief
Executive Officer, President, Treasurer and Director (Principal Executive Officer and




Principal
Financial Officer)















38










The above information was disclosed in a filing to the SEC. To see the filing, click here.

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