10-Q

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

10-Q

(Mark One)

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

ForThe Quarterly Period Ended ### May 31, 2022

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<br> or other jurisdiction of<br><br> <br>incorporation<br> or organization)	(I.R.S.<br> Employer<br><br> <br>Identification<br> No.)
Room<br> 2708-09, Metropolis Tower,<br><br> <br>10<br> Metropolis Drive, Hung Hom, Hong Kong
---	---
(Address<br> of principal executive offices)	(Zip<br> Code)

Registrant’s

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

Securities registered pursuant to Section 12(b) of the Act: None

Title<br> of Each Class	Trading<br> Symbol	Name<br> 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 ☐

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 ☐

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<br> Accelerated Filer ☐	Accelerated<br> Filer ☐
Non-accelerated<br> Filer ☒	Smaller<br> reporting company ☒
	Emerging<br> growth company ☒

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 ☒

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

Class	Outstandingat July 14, 2022
Common<br> Stock, $0.0001 par value	186,770,825

LEADER

CAPITAL HOLDINGS CORP.

FORM

10-Q FOR THE QUARTERLY PERIOD ENDED MAY 31, 2022

TABLE

OF CONTENTS

		Page
Special Note Regarding Forward-Looking Statements and Other Information Contained in this Report		ii
PART I	FINANCIAL INFORMATION
Item<br> 1.	Financial Statements:	1
	Condensed Consolidated Balance Sheets as of May 31, 2022 (unaudited) and August 31, 2021	2
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Nine and Three Months Ended May 31, 2022 and 2021 (unaudited)	3
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Nine and Three Months Ended May 31, 2022 and 2021 (unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the Nine months ended May 31, 2022 and 2021 (unaudited)	5
	Notes to the Unaudited Condensed Consolidated Financial Statements	6
Item<br> 2.	Management’s Discussion And Analysis Of Financial Condition And Results Of Operations	31
Item<br> 3.	Quantitative And Qualitative Disclosures About Market Risk	35
Item<br> 4.	Controls And Procedures	36
PART II	OTHER INFORMATION
Item<br> 1	Legal Proceedings	37
Item<br> 1A	Risk Factors	37
Item<br> 2	Unregistered Sales Of Equity Securities And Use Of Proceeds	37
Item<br> 3	Defaults Upon Senior Securities	38
Item<br> 4	Mine Safety Disclosures	38
Item<br> 5	Other Information	38
Item<br> 6	Exhibits	38
Signatures		39

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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<br> availability and adequacy of our cash flow to meet our requirements;
●	economic,<br> competitive, demographic, business and other conditions in our local and regional markets;
●	general<br> 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<br> or developments in laws, regulations or taxes in our industry;
●	there<br> are uncertainties regarding the interpretation and enforcement of the People’s Republic of China (“PRC”) laws,<br> rules, and regulations;
●	competition<br> in our industry;
●	the<br> loss of or failure to obtain any license or permit necessary or desirable in the operation of our business;
●	proceedings<br> brought by the SEC against China-based accounting firms could result in our inability to file future financial statements in compliance<br> with the requirements of the Exchange Act.;
●	changes<br> in our business strategy, capital improvements or development plans;
●	the<br> availability of additional capital to support capital improvements and development; and
●	other<br> risks identified in our other filings with the 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.

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PART

I — FINANCIAL INFORMATION

Item1. 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

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LEADER

CAPITAL HOLDINGS CORP. AND SUBSIDIARIES

CONDENSED

CONSOLIDATED BALANCE SHEETS

(InU.S. dollars except for share data)

			August 31, 2021
			August 31, 2021
ASSETS
Current assets:
Cash and cash equivalents	298,795		$	787,154
Accounts receivable	3,846			1,567
Prepayments, deposits and other receivables	247,956			231,715
Inventory	9,641			1,128
Total current assets	560,238			1,021,564
Non-current assets
Plant and equipment, net	73,873			69,760
Intangible assets	564,704			630,809
Goodwill	1,747,945			1,747,945
Operating lease right-of-use assets, net	161,192			352,354
Prepayments, deposits and other receivables	6,899			102,339
Total non-current assets	2,554,613			2,903,207
TOTAL ASSETS	3,114,851		$	3,924,771
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accrued expenses and other payables	490,890		$	374,269
Contract liabilities	188,508			16,225
Operating lease liability, current	106,501			292,024
Bonds payable	600,000			600,000
Convertible notes payable to related parties	-			108,000
Other loans, current	448,894			-
Due to shareholders	57,785			53,791
Due to a director	978,027			1,098,374
Total current liabilities	2,870,605			2,542,683
Non-current liabilities
Operating lease liability, non-current	54,691			60,331
Deferred tax liabilities	112,055			125,502
Convertible notes payable to related parties	-			882,000
Other loans, non-current	200,000			-
Total non-current liabilities	366,746			1,067,833
TOTAL LIABILITIES	3,237,351		$	3,610,516
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; 186,270,069 and 157,949,219 shares issued and outstanding as of May 31, 2022 and August 31, 2021, respectively	18,627			15,795
Additional paid-in capital	32,048,834			23,470,641
Accumulated other comprehensive income	81,507			(171,114	)
Accumulated deficits	(32,271,468	)		(23,001,067	)
TOTAL STOCKHOLDERS’ (DEFICIT) EQUITY	(122,500	)	$	314,255
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY	3,114,851		$	3,924,771

All values are in US Dollars.

See

accompanying notes to the condensed consolidated financial statements.

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LEADER

CAPITAL HOLDINGS CORP. AND SUBSIDIARIES

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

(InU.S. dollars except for share data)

	May 31, 2022			May 31, 2021			May 31, 2022			May<br>31, 2021
	For the nine months ended						For the three months ended
	May 31, 2022			May 31, 2021			May 31, 2022			May<br>31, 2021
REVENUE	$	156,527		$	78,696		$	134,091		$	23,444
OPERATING EXPENSES
Research and development expenses		(366,040	)		(456,428	)		(104,861	)		(151,863	)
Sales and marketing expenses		(272,801	)		(186,068	)		(25,265	)		(15,338	)
General and administrative expenses		(4,590,793	)		(7,779,743	)		(1,809,371	)		(2,301,816	)
LOSS FROM OPERATIONS		(5,073,107	)		(8,343,543	)		(1,805,406	)		(2,445,573	)
Interest expense		(62,338	)		(51,000	)		(11,642	)		(18,597	)
(Loss) Gain on change in fair value of convertible notes		(3,983,877	)		(129,288	)		(2,802,547	)		201,000
OTHER (EXPENSE) INCOME
Exchange difference, net		(244,163	)		-			(238,109	)		-
Other income – from related parties		-			1,823			-			-
Other income (expense) – from non-related parties		79,637			1,990			79,106			(19,212	)
Total other (Expense) income		(164,526	)		3,813			(159,003	)		(19,212	)
LOSS BEFORE INCOME TAX		(9,283,848	)		(8,520,018	)		(4,778,598	)		(2,282,382	)
Income tax benefit		13,447			16,108			4,483			5,879
NET LOSS	$	(9,270,401	)	$	(8,503,910	)	$	(4,774,115	)	$	(2,276,503	)
OTHER COMPREHENSIVE LOSS
Foreign currency translation adjustment		252,621			(238,712	)		241,538			(274,296	)
TOTAL COMPREHENSIVE LOSS	$	(9,017,780	)	$	(8,742,622	)	$	(4,532,577	)	$	(2,550,799	)
Net loss per share - Basic and diluted	$	(0.05	)	$	(0.06	)	$	(0.02	)	$	(0.01	)
Weighted average number of shares of common stock outstanding - Basic and diluted		171,713,173			139,771,102			184,072,180			141,699,780

See

accompanying notes to the condensed consolidated financial statements.

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LEADER

CAPITAL HOLDINGS CORP. AND SUBSIDIARIES

CONDENSED

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

(InU.S. dollars except for share data)

	Number<br> of shares		Amount		PAID<br> IN CAPITAL			COMPREHENSIVE<br> INCOME			ACCUMULATED<br> DEFICITS			EQUITY<br><br> (DEFICIT)
FOR<br> THE NINE MONTHS ENDED MAY 31, 2022
	COMMON<br> STOCK				ADDITIONAL			ACCUMULATED<br> <br>OTHER						TOTAL STOCKHOLDERS’
	Number<br> of shares		Amount		PAID<br> IN CAPITAL			COMPREHENSIVE<br> INCOME			ACCUMULATED<br> DEFICITS			EQUITY<br><br> (DEFICIT)
Balance as of September 1, 2021		157,949,219	$	15,795	$	23,470,641		$	(171,114	)	$	(23,001,067	)	$	314,255
Shares issued in private placement		14,170,000		1,417		1,688,583			-			-			1,690,000
Shares issued to service providers		1,000,000		100		(100	)		-			-			-
Shares issued to employees and consultants for stock award		9,550,850		955		(955	)		-			-			-
Shares to be issued on conversion of convertible notes		3,600,000		360		4,631,640			-			-			4,632,000
Share based compensation		-		-		2,259,025			-			-			2,259,025
Foreign currency translation adjustment		-		-		-			252,621			-			252,621
Net loss		-		-		-			-			(9,270,401	)		(9,270,401	)
Balance as of May 31, 2022		186,270,069	$	18,627	$	32,048,834		$	81,507		$	(32,271,468	)	$	(122,500	)
FOR<br> THE NINE MONTHS ENDED MAY 31, 2021
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	COMMON<br> STOCK						ADDITIONAL			ACCUMULATED OTHER						TOTAL
	Number<br> of<br><br> <br>shares			Amount			PAID<br> IN CAPITAL			COMPREHENSIVE<br> INCOME			ACCUMULATED<br> DEFICITS			STOCKHOLDERS’<br> EQUITY
Balance as of September 1, 2020		135,474,219		$	13,548		$	13,272,673		$	-		$	(11,307,575	)	$	1,978,646
Shares issued in private placement		28,257,500			2,825			3,099,155			-			-			3,101,980
Shares to be issued in private placement		-			-			210,000			-			-			210,000
Shares issued to service providers		3,500,000			350			(350	)		-			-			-
Shares issued to employees		9,000,000			900			(900	)		-			-			-
Cancellation of restricted shares		(23,632,500	)		(2,363	)		2,363			-			-			-
Share based compensation		-			-			5,409,296			-			-			5,409,296
Foreign currency translation adjustment		-			-			-			(238,712	)		-			(238,712	)
Net loss		-			-			-			-			(8,503,910	)		(8,503,910	)
Balance as of May 31, 2021		152,599,219		$	15,260		$	21,992,237		$	(238,712	)	$	(19,811,485	)	$	1,957,300
FOR<br> THE THREE MONTHS ENDED MAY 31, 2022
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	COMMON<br> STOCK				ADDITIONAL			ACCUMULATED OTHER						TOTAL
	Number of<br> <br>shares		Amount		PAID<br> IN CAPITAL			COMPREHENSIVE<br> INCOME			ACCUMULATED<br> DEFICITS			STOCKHOLDERS’<br> DEFICIT
Balance as of March 1, 2022		169,559,219	$	16,796	$	27,312,453		$	(160,031	)	$	(27,497,353	)	$	(328,135	)
Shares issued in private placement		5,160,000		516		539,484			-			-			540,000
Shares issued to employees and consultants for stock award		9,550,850		955		(955	)		-			-			-
Shares to be issued on conversion of convertible notes		2,000,000		360		2,999,640			-			-			3,000,000
Share based compensation		-		-		1,198,212			-			-			1,198,212
Foreign currency translation adjustment		-		-		-			241,538			-			241,538
Net loss		-		-		-			-			(4,774,115	)		(4,774,115	)
Balance as of May 31, 2022		186,270,069	$	18,627	$	32,048,834		$	81,507		$	(32,271,468	)	$	(122,500	)
FOR<br> THE THREE MONTHS ENDED MAY 31, 2021
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	COMMON<br> STOCK						ADDITIONAL		ACCUMULATED OTHER						TOTAL
	Number of<br> <br>shares			Amount			PAID<br> IN CAPITAL		COMPREHENSIVE<br> INCOME			ACCUMULATED<br> DEFICITS			STOCKHOLDERS’<br> EQUITY
Balance as of March 1, 2021		138,894,219		$	13,890		$	17,524,923	$	35,584		$	(17,534,982	)	$	39,415
Shares issued in private placement		26,837,500			2,683			2,681,297		-			-			2,683,980
Shares to be issued in private placement		-			-			210,000		-			-			210,000
Cancellation of restricted shares		(13,132,500	)		(1,313	)		1,313		-			-			-
Share compensation		-			-			1,574,704		-			-			1,574,704
Foreign currency translation adjustment		-			-			-		(274,296	)		-			(274,296	)
Net loss		-			-			-		-			(2,276,503	)		(2,276,503	)
Balance as of May 31, 2021		152,599,219		$	15,260		$	21,992,237	$	(238,712	)	$	(19,811,485	)	$	1,957,300

See

accompanying notes to the condensed consolidated financial statements.

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LEADER

CAPITAL HOLDINGS CORP. AND SUBSIDIARIES

CONDENSED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(InU.S. dollars)

	May 31, 2022			May 31, 2021
	For the nine months ended
	May 31, 2022			May 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(9,270,401	)	$	(8,503,910	)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss on change in fair value of convertible notes		3,983,877			129,288
Share based compensation		2,259,025			5,409,296
Amortization of operating lease right-of-use assets		248,148			228,580
Depreciation and amortization		100,280			104,781
Exchange difference, net		244,163			-
Changes in operating assets and liabilities:
Accounts receivable		(2,415	)		(4,051	)
Prepayments, deposits and other receivables		71,108			(236,446	)
Inventory		(8,799	)		(1,540	)
Amount due from a director		-			189,474
Deferred tax liabilities		(13,447	)		(16,108	)
Operating lease liabilities		(248,148	)		(225,149	)
Contract liabilities		173,116			6,353
Accrued expenses and other payables		96,444			45,878
Net cash used in operating activities		(2,367,049	)		(2,873,554	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of plant and equipment		(38,419	)		(59,598	)
Acquisition of intangible assets		(1,437	)		(3,483	)
Net cash used in investing activities		(39,856	)		(63,081	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from shares issued in private placement		1,690,000			3,311,980
Proceeds from convertible notes issuance		-			800,000
Loan from shareholders		398,762			-
Repayment to shareholders		(54,883	)		-
Loan from a non-related party		8,859			-
Advance from shareholders		9,763			35,285
Advance to shareholders		-			(119,248	)
Repayment to a director		(122,055	)		-
Advance from a director		-			244,316
Net cash provided by financing activities		1,930,446			4,272,333
Effects of exchange rate changes on cash and cash equivalents		(11,900	)		(218,623	)
Net (decrease) increase in cash and cash equivalents		(488,359	)		1,117,075
Cash and cash equivalents, beginning of period		787,154			432,087
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	298,795		$	1,549,162
SUPPLEMENTAL CASH FLOWS INFORMATION
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	78,092		$	36,000
Non-cash financing activities:
Issuance of shares from conversion of convertible notes	$	4,632,000		$	-
Modification of convertible notes to loans	$	300,000		$	-

See

accompanying notes to the condensed consolidated financial statements.

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LEADER

CAPITAL HOLDINGS CORP. AND SUBSIDIARIES

NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

For

the nine and three months ended May 31, 2022 and 2021

(InU.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.

SCHEDULE OF SUBSIDIARIES OF COMPANY

Company<br> Name	Place/Date<br> of Incorporation	Principal<br> Activities
1.<br> Leader Financial Group Limited (“LFGL”)	Seychelles<br> / March 6, 2017	Investment<br> Holding
2.<br> JFB Internet Service Limited (“JFB”)	Hong<br> Kong / July 6, 2017	Provides<br> 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 August 17, 2020, 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 Over-the-Top (“OTT”) applications.

Company<br> Name	Place/Date<br> of Incorporation	Principal<br> Activities
1.<br> LOC Weibo Co., Ltd. (“LOC”)	Republic<br> of China/September 29, 2017	Development<br> of ecological-systems applications, integration of big data and promotion of OTT applications
2.<br> Beijing DataComm Cloud Media Technology Co., Ltd. (“BJDC”)	People’s<br> Republic of China /April 16, 2013	Development<br> 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”.

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2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

These unaudited 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 unaudited 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 amended Form 10-K for the year ended August 31, 2021.

Going Concern

The accompanying unaudited 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.

As

of May 31, 2022, the Company has suffered recurring losses from operations, and records an accumulated deficit and a working capital deficit of $32,271,468 and $2,310,367, respectively. 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 unaudited 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.

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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 unaudited 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 (“Goodwill”). 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.

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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.

No development costs were expensed as general and administrative expenses for the nine and three months ended May 31, 2022 and 2021.

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.

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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.

The

Company entered into a Customized App Development Agreement providing the online and offline learning opportunities across different subjects on January 27, 2022. The Company plans to deliver an app and the follow-up maintenance service. As of May 31, 2022, the development work was in the process and the Company will deliver the app by the fourth quarter of current fiscal year. For the nine and three months ended May 31, 2022, revenue of $130,231 was generated from this customer.

Revenue by major product line

SCHEDULE OF REVENUE BY MAJOR PRODUCT LINE

	May 31,<br> 2022		May 31, 2021		May 31, 2022		May 31, 2021
	For the nine months ended				For<br>the three months ended
	May 31,<br> 2022		May 31, 2021		May 31, 2022		May 31, 2021
Provision of investment platform services	$	8,927	$	15,508	$	4,128	$	5,100
Provision of software development service and maintenance service		147,600		63,188		129,963		18,344
Revenue by major product line	$	156,527	$	78,696	$	134,091	$	23,444

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Revenue by Recognition Over Time vs Point in Time

SCHEDULE OF REVENUE BY RECOGNITION OVER TIME VS POINT IN TIME

	May 31, 2022		May 31, 2021		May 31, 2022		May 31, 2021
	For the nine months ended				For<br>the three months ended
	May 31, 2022		May 31, 2021		May 31, 2022		May 31, 2021
Revenue by recognition over time	$	156,527	$	78,696	$	134,091	$	23,444
Revenue by recognition at a point in time		-		-		-		-
Revenue by recognition	$	156,527	$	78,696	$	134,091	$	23,444

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 May 31, 2022, the Company’s remaining performance obligations were $188,508, which it expects to recognize as revenues over the next twelve months and the remainder thereafter.

The Company had not occurred 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 FinMaster App. Below is the summary presenting the movement of the Company’s contract liabilities for the nine months ended May 31, 2022 and 2021:

SCHEDULE OF CONTRACT LIABILITIES

Receipt in advance	2022			2021
Balance as of September 1	$	16,225		$	2,896
Advances received from customers related to unsatisfied performance obligations		184,967			9,354
Revenue recognized from beginning contract liability balance		(11,851	)		(3,001	)
Exchange difference		(833	)		321
Balance as of May 31	$	188,508		$	9,570

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.

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 nine months ended May 31, 2022 and 2021, the total R&D expenses were $366,040 and $456,428, respectively.

For

the three months ended May 31, 2022 and 2021, the total R&D expenses were $104,861 and $151,863, respectively.

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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 nine months ended May 31, 2022 and 2021, advertising costs totaled $252,951 and $155,618, respectively. For the three months ended May 31, 2022 and 2021, advertising costs totaled $12,902 and $11,790, 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 unaudited 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 nine months ended May 31, 2022 and 2021, redeemable point liability charged as sales and marketing expenses were $19,850 and $30,450, respectively.

For

the three months ended May 31, 2022 and 2021, redeemable point liability charged as sales and marketing expenses were $12,363 and $3,548, respectively.

As

of May 31, 2022 and August 31, 2021, liabilities recorded related to unredeemed points were $91,500 and $75,648, 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 an 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 May 31, 2022 and August 31, 2021 represents merchandise inventory which can be redeemed by deducting membership rewards points of customer loyalty program.

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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:

SCHEDULE OF PLANT AND EQUIPMENT USEFUL LIVES

	Expected <br>useful life
Furniture and fixture		3
Office equipment		3
Leasehold improvement		3

Intangible assets

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:

SCHEDULE OF USEFUL LIVES OF COMPANY'S INTANGIBLE ASSETS

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 nine and three months ended May 31, 2022 and 2021.

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Income taxes

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

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 May 31, 2022, 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:

SCHEDULE OF RECONCILIATION OF BASIC AND DILUTED NET LOSS PER SHARE

	May 31, 2022			May 31, 2021			May 31, 2022			May 31, 2021
	For the nine months ended						For the three months ended
	May 31, 2022			May 31, 2021			May 31, 2022			May 31, 2021
Net loss	$	(9,270,401	)	$	(8,503,910	)	$	(4,774,115	)	$	(2,276,503	)
Weighted average number of shares of common stock outstanding - Basic and diluted^*^		171,713,173			139,771,102			184,072,180			141,699,780
Net loss per share - Basic and diluted	$	(0.05	)	$	(0.06	)	$	(0.02	)	$	(0.01	)
*	Including<br> 6,442,936 shares granted and vested but not yet issued for the period ended May 31, 2022; and including nil shares that were granted<br> and vested but not yet issued for the period ended May 31, 2021.
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As of May 31, 2022 and August 31, 2021, 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.

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.

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On September 1, 2019, the Company adopted 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. Before the adoption of this guidance, the equity-classified share-based awards held by non-employees were subject to re-measurement through each vesting date. Upon the adoption of this guidance, the Company no longer re-measures equity-classified share-based awards granted to consultants or non-employees at each reporting date through the vesting date and the accounting for these share-based awards to consultants or non-employees and employees was substantially aligned.

Cancellation of a share-based payment by the entity results in accelerated recognition of any unrecognised cost. Cancellation by the counterparty does not change recognition of the compensation cost. The termination of an employee that resulted in the forfeiture of share-based awards is not considered to be a cancellation of the awards.

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:

SCHEDULE OF FOREIGN CURRENCY TRANSLATION

		As of<br><br> <br>August 31, 2021
Period-end HK : US 1 exchange rate	7.80		7.80
Period-end NT : US 1 exchange rate	28.99		27.66
Period-end RMB : US 1 exchange rate	6.67		6.46

All values are in US Dollars.

		May 31, 2021
		May 31, 2021
Period average HK : US 1 exchange rate	7.80		7.80
Period average NT : US 1 exchange rate	28.22		28.34
Period average RMB : US 1 exchange rate	6.42		6.56
Foreign currency exchange<br> rate	6.42		6.56

All values are in US Dollars.

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.

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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:

Level1: Observable inputs such as quoted prices in active markets;

Level2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

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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:

SCHEDULE OF FAIR VALUE HIERARCHY AND FINANCIAL ASSETS LIABILITIES

	August 31, 2021		Level 1		Level 2		Level 3
	Carrying		FairValue Measurement at
	Value at		August31, 2021
	August 31, 2021		Level 1		Level 2		Level 3
Convertible notes measured at fair value	$	990,000	$	-	$	-	$	990,000
	May 31, 2022		Level<br> 1		Level<br> 2		Level<br> 3
---	---	---	---	---	---	---	---	---
	Carrying		Fair Value Measurement at
	Value at		May 31, 2022
	May 31, 2022		Level<br> 1		Level<br> 2		Level<br> 3
Convertible<br> notes measured at fair value	$	-	$	-	$	-	$	-

A summary of changes in financial liabilities for the nine months ended May 31, 2022 and 2021 was as follows:

SCHEDULE OF CHANGE IN FINANCIAL LIABILITY

	2022			2021
Balance at September 1	$	990,000		$	104,000
Issuance of convertible notes		-			800,000
Fair value loss on issuance of convertible notes		-			526,838
Interest waived in conversion of convertible notes		(18,031	)		-
Interest paid		(48,000	)		-
Interest expenses on convertible notes		31,518			2,712
Change in fair value of convertible notes		3,983,877			(397,550	)
Modification of interest payable on convertible notes to loans		(7,364	)		-
Modification of convertible notes to loans		(300,000	)		-
Conversion of convertible notes		(4,632,000	)		-
Balance at May 31	$	-		$	1,036,000

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

SCHEDULE OF FAIR VALUE ASSUMPTION OF CONVERTIBLE NOTES

Convertible notes holders	Jui-Chin<br><br> <br>Chen			Teh-Ling Chen			Chin-Ping Wang Chin-Nan Wang			Chin-<br><br> <br>Chiang Wang			Teh-Ling Chen
Appraisal Date (Inception Date)		March<br> 18, 2020			November<br> 2, 2020			November 25,<br> 2020			November 25,<br> 2020			January 15,<br> 2021
Risk-free Rate		0.54	%		0.16	%		0.16	%		0.16	%		0.1	%
Applicable Closing Stock Price	$	1.20		$	0.12		$	3.00		$	3.00		$	2.00
Conversion Price	$	1.00	(i)	$	0.40		$	0.40		$	0.40		$	0.40
	$	1.50	(ii)
Volatility		34.20	%		41.51	%		42.00	%		42.00	%		43.50	%
Dividend Yield		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%
Credit Spread		6.88	%		7.52	%		6.93	%		6.93	%		6.76	%
Liquidity Risk Premium		51.08	%		77.62	%		78.14	%		78.14	%		75.73	%
Appraisal Date		August 31,<br> 2021			August<br> 31, 2021			August 31,<br> 2021			August 31,<br> 2021			August 31,<br> 2021
Risk-free Rate		0.05	%		0.09	%		0.10	%		0.10	%		0.12	%
Applicable Closing Stock Price	$	2.01		$	2.01		$	2.01		$	2.01		$	2.01
Conversion Price	$	0.40		$	0.40		$	0.40		$	0.40		$	0.40
Volatility		45.20	%		49.90	%		49.76	%		49.76	%		48.45	%
Dividend Yield		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%
Credit Spread		3.63	%		3.63	%		3.63	%		3.63	%		3.63	%
Liquidity Risk Premium		84.04	%		86.98	%		86.63	%		86.63	%		85.12	%
(i)	USD1.00<br> per share if converted on or before the one-year anniversary of the issuance date
---	---
(ii)	USD1.50<br> per share if converted at any time after the one-year anniversary of the issuance date

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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 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

RecentlyAdopted Accounting Standards

In December 2019, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions and enhances and simplifies various aspects of the income tax accounting guidance in ASC 740. The Company adopted ASU 2019-12 on September 1, 2021. The adoption of ASU 2019-12 did not have any impact on the Company’s consolidated financial statement presentation or disclosures.

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”). ASU 2020-06 simplifies the accounting for convertible debt by eliminating the beneficial conversion and cash conversion accounting models. Upon adoption of ASU 2020-06, convertible debt proceeds, unless issued with a substantial premium or an embedded conversion feature that is not clearly and closely related to the host contract, will no longer be allocated between debt and equity components. This modification will reduce the issue discount and result in less non-cash interest expense in financial statements. ASU 2020-06 also updates the earnings per share calculation and requires entities to assume share settlement when the convertible debt can be settled in cash or shares. For contracts in an entity’s own equity, the type of contracts primarily affected by ASU 2020-06 are freestanding and embedded features that are accounted for as derivatives under the current guidance due to a failure to meet the settlement assessment by removing the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider whether collateral is required to be posted, and (iii) assess shareholder rights. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, and only if adopted as of the beginning of such fiscal year. The Company adopted ASU 2020-06 effective September 1, 2021. The adoption of ASU 2020-06 did not have any impact on the Company’s consolidated financial statement presentation or disclosures.

Recentlyissued accounting pronouncements not yet adopted

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326) (“ASU 2016-13”), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. ASU 2016-13 replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. ASU 2016-13 is to be adopted on a modified retrospective basis. As a smaller reporting company, ASU 2016-13 will be effective for the Company for interim and annual reporting periods beginning after December 15, 2022. The Company is currently evaluating the impact that the adoption of ASU 2016-13 will have on its consolidated financial statement presentations and disclosures.

In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). ASU 2017-04 eliminates Step 2 of the two-step Goodwill impairment test, under which a goodwill impairment loss was measured by comparing the implied fair value of a reporting unit’s Goodwill with the carrying amount of that Goodwill. ASU 2017-04 requires only a one-step quantitative impairment test, whereby a Goodwill impairment loss is measured as the excess of a reporting unit’s carrying amount over its fair value (not to exceed the total Goodwill allocated to that reporting unit). Adoption of the ASUs is on a modified retrospective 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. The Company is currently evaluating the impact that the adoption of ASU 2017-04 will have on its consolidated financial statement presentation or disclosures.

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). ASU 2021-04 provides guidance as to how an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains classified after modification or exchange as an exchange of the original instrument for a new instrument. An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date. Early adoption is permitted for all entities, including adoption in an interim period. If an entity elects to early adopt ASU 2021-04 in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period. The adoption of ASU 2021-04 is not expected to have any impact on the Company’s consolidated financial statement presentation or disclosures.

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In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance. This update requires certain annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy. This update is effective for annual periods beginning after December 15, 2021, and early application is permitted. This guidance should be applied either prospectively to all transactions that are reflected in financial statements at the date of initial application and new transactions that are entered into after the date of initial application or retrospectively to those transactions. The Company does not expect the impact of this guidance to have a material impact on the Company’s consolidated financial statements.

The Company’s management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures.

3.

ACQUISITION OF SUBSIDIARIES

On August 17, 2020, the Company, through its wholly-owned subsidiary JFB, 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 August 17, 2020, 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.

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.

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.

SUMMARY

OF FAIR VALUES OF ASSETS ACQUIRED AND LIABILITIES ASSUMED

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	)
Aggregate fair values of<br> the assets acquired and liabilities assumed	$	1,429,279

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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.

The balances of the Goodwill as of May 31, 2022 and August 31, 2021 are as follows

SCHEDULE

OF MOVEMENT OF GOODWILL

	As of<br><br> <br>May 31, 2022		As of<br><br> <br>August 31, 2021
Balance<br> of Goodwill	$	1,747,945	$	1,747,945

The Company performed Goodwill impairment test at the reporting unit level on an annual basis and between annual tests when an event occurs or circumstances change indicating the asset might be impaired. No impairment loss of Goodwill of the reporting unit of the Fintech App development was recognized for the nine and three months ended May 31, 2022 and 2021.

4.

PLANT AND EQUIPMENT, NET

Plant and equipment as of May 31, 2022 and August 31, 2021 are summarized below:

SCHEDULE OF PLANT AND EQUIPMENT, NET

	As of<br><br> <br>May 31, 2022			As of<br><br> <br>August 31, 2021
Furniture and fixtures	$	80,880		$	64,791
Office equipment		31,247			32,038
Leasehold improvement		85,995			83,883
Total		198,122			180,712
Less: Accumulated depreciation		(124,249	)		(110,952	)
Plant and Equipment, net	$	73,873		$	69,760

Depreciation

expenses, classified as operating expenses, were $32,738 and $27,978 for the nine months ended May 31, 2022 and 2021, respectively; and $9,406 and $8,443 for the three months ended May 31, 2022 and 2021, respectively.

5.

INTANGIBLE ASSETS, NET

Intangible assets costs as of May 31, 2022 and August 31, 2021 are summarized below:

SCHEDULE OF INTANGIBLE ASSETS

	As of<br><br> <br>May 31, 2022			As of<br><br> <br>August 31, 2021
Investment platform	$	30,000		$	30,000
Technical know-hows		818,200			818,200
Trademarks		4,920			3,483
Total		853,120			851,683
Less: Accumulated amortization		(176,501	)		(108,959	)
Impairment		(111,915	)		(111,915	)
Intangible assets, net	$	564,704		$	630,809

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Amortization

expense for intangible assets was $67,542 and $76,803 for the nine months ended May 31, 2022 and 2021, respectively; and $22,534 and $25,625 for the three months ended May 31, 2022 and 2021, respectively.

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 nine and three months ended May 31, 2022 and 2021.

As of May 31, 2022, amortization expenses related to intangible assets for future periods are estimated to be as follows:

SCHEDULE OF AMORTIZATION EXPENSES RELATED TO INTANGIBLE ASSETS

2022 (remaining period)	$	22,534
2023		90,136
2024		90,136
2025		90,136
2026		90,136
2027 and thereafter		181,626
Total	$	564,704

6.

RELATED PARTY TRANSACTIONS

SCHEDULE OF RELATED PARTY TRANSACTIONS

	For the nine months ended				For the three months ended
	May 31, 2022		May 31, 2021		May 31, 2022		May 31, 2021
Other Income:
Miscellaneous income from Greenpro LF Limited (a)	$	-	$	1,823	$	-	$	-
Interest expense:
Interests charged to shareholders <br>(Note 9 and 11)		62,246		-		23,220		-
(a)	Mr.<br> Lin is a director of Greenpro LF Limited.
---	---

7.

PREPAYMENTS, DEPOSITS AND OTHER RECEIVABLES

SCHEDULE OF PREPAYMENTS, DEPOSITS AND OTHER RECEIVABLES

	As of<br><br> <br>May 31, 2022		As of<br><br> <br>August 31, 2021
Rental and management fee deposits	$	115,646		120,831
Other prepaid expenses		104,942		194,040
Other taxes recoverable		34,267		19,183
Prepayments, deposits and other receivables	$	254,855		334,054
Less: non-current portion
Rental and management fee deposits		6,899		54,204
Other prepaid expenses		-		48,135
Prepayments, deposits and other receivables, non-current		6,899		102,339
Prepayments, deposits and other receivables, current	$	247,956		231,715

8.

ACCRUED EXPENSES AND OTHER PAYABLES

SCHEDULE OF ACCRUED EXPENSES AND OTHER PAYABLES

	As of<br><br> <br>May 31, 2022		As of<br><br> <br>August 31, 2021
Accrued interests (Note 9 and 11)	$	29,057		2,935
Accrued payroll		140,720		207,864
Other accrued expenses		229,613		87,822
Other payables		91,500		75,648
Accrued expenses and<br> other payables	$	490,890		374,269

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9.

DUE TO SHAREHOLDERS AND DIRECTORS

SCHEDULE OF DUE FROM (TO) SHAREHOLDERS, DIRECTORS AND A RELATED COMPANY

	As of <br>May 31, 2022			As of <br>August 31, 2021
Other loans from shareholders:
Chen Jui-Chin (c) (Note 12)	$	100,000		$	-
Chen Teh-Ling (b)		50,000			-
Huang Chun-Shuo (a)		158,000			-
Huang Mei-Ying (e)		123,491			-
Hsu Kuo-Hsun (g)		1,380			-
Wang Chin-Chiang (d) (Note 12)		200,000			-
Wang Ding-Yu (f)		7,399			-
Total (Note 10)		640,270			-
Less: Other loans, non-current		(200,000	)		-
	$	440,270		$	-
Due to a director - current:
Lin Yi-Hsiu (i)	$	978,027		$	1,098,374
Due to shareholders - current:
Tu Yu-Cheng (i)	$	47,841		$	50,591
Cheng Hung-Pin (i)		7,544			800
Huang Mei-Ying (i)		800			800
Lo Shih-Chu (i)		800			800
Chen Jun-Yuan (i)		800			800
Total	$	57,785		$	53,791
(a)	On<br> February 28, 2022, the Company obtained a loan of RMB1,000,000 ($158,000) from Huang Chun-Shuo, which accrues interest at<br> the rate of 8% per annum. The loan was due on May 27, 2022 and further extended to November 27, 2022. Interest of $3,186 and $3,160 respectively was incurred for the nine<br> and three months ended May 31, 2022. Interest of $3,186 and $nil was accrued as of May 31, 2022 and August 31, 2021, respectively.
---	---
(b)	The<br> Company borrowed a total of principal amounted to NTD1,480,000<br> ($50,000)<br> from Teh-Ling Chen with 6%<br> p.a. interest bearing payable on maturity. The loan of NTD1,000,000<br> ($33,784)<br> borrowed on March 1, 2022 was due on April<br> 30, 2022 but extended a further 6-month while NTD480,000<br> ($16,216)<br> obtained on May 16, 2022 would be due on August<br> 31, 2022. Interest of $572<br> was incurred for the nine and three months ended May 31, 2022. Interest of $572<br> and $nil was accrued as of May 31, 2022 and August 31, 2021, respectively. On June 17, 2022, 500,576<br> shares of the Company were subsequently issued to Teh-Ling Chen for the repayment of principal and accrued interest.
(c)	The<br> loan was modified from convertible note on March 23, 2022 and would be repayable in five<br> installments before November 30, 2022 with 6%<br> interest-bearing per annum. For the nine and three months ended May 31, 2022, interest of $4,488<br> and $1,488<br> were incurred respectively. Interest of $1,199 and $nil was accrued as of May 31, 2022 and August 31, 2021, respectively. $10,000<br> was subsequently repaid by the Company on June 1, 2022.
(d)	The<br> loan was modified from convertible note on May 3, 2022 and would mature on November<br> 25, 2024 with 6%<br> interest-bearing per annum. For the nine and three months ended May 31, 2022, interest of $9,000<br> and $3,000<br> were incurred respectively. Interest of $6,165 and $nil was accrued as of May 31, 2022 and August 31,<br>2021, respectively.
(e)	The Company borrowed<br> non-interest bearing loans in the aggregate amount of NTD4,000,000<br> ($137,979)<br> from Huang Mei-Ying. The loans of NTD2,500,000<br> ($86,237)<br> and NTD1,000,000<br> ($34,494)<br> borrowed on December 25, 2021 and January 12, 2022 were due on May 24, 2022 and June 30, 2022, respectively but further extended to<br> December 31, 2022. NTD420,000<br> ($14,488)<br> was repaid for the remaining loan of NTD500,000<br> ($17,248)<br> obtained on February 9, 2022 which would be repayable based on the Company’s financial ability
(f)	On April 25, 2022, the Company obtained non-interest bearing loan of NTD214,500<br>($7,399) from Wang Ding-Yu. The loan would mature on December 31, 2022.
(g)	A principal of NTD40,000 ($1,380) was obtained from Hsu Kuo-Hsun on May<br>13, 2022. The loan is non-interest bearing and would mature on December 31, 2022.
(h)	The Company borrowed a principal amount of $40,000 on May 16, 2022 from<br>a shareholder – CPN Investment Limited. The loan was 6% interest bearing payable on maturity and would be matured in one year. The<br>loan was fully repaid on May 31, 2022. No interest was accrued as of May 31, 2022.
(i)	Amounts<br> due to other shareholders and a director are unsecured, interest-free with no fixed payment term.

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10.

OTHER LOANS

SCHEDULE OF OTHER LOANS

	As of<br> <br>May 31, 2022			As of<br> <br>August 31, 2021
Other loans:
- from shareholders (note 9)	$	640,270		$	-
- from a non-related party		8,624			-
		648,894			-
Less: Other loan, non-current:		(200,000	)		-
	$	448,894		$	-

On May 20, 2022, the Company borrowed non-interest bearing loan of NTD250,000 ($8,624) from a non-related company which was owned by an employee of the Company. The loan would be repayable on December 31, 2022.

11.

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 May 31, 2022 and August 31, 2021, respectively.

Interest expenses of $45,000 and $15,000 were

incurred for the nine and three months ended May 31, 2022 and 2021, respectively.

12.

CONVERTIBLE NOTES PAYABLE TO RELATED PARTIES

The

Company entered into a series of Convertible Promissory Note Purchase Agreements (the “Agreements”) with certain investors between March 2020 and January, 2021. Pursuant to the Agreements, the Company issued certain Convertible Promissory Notes (the “Notes”) to the investors in a total principal amount of $900,000. A summary of the major terms of the Agreements are presented as follows:

SCHEDULE OF CONVERTIBLE NOTES PAYABLE

	Principal amount		Issue date	Maturity date	Interest rate
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	%
Teh-Ling Chen		100,000	January 15, 2021	January 15, 2023		6	%
	$	900,000

On

March 18, 2020, the Company issued an unsecured note in the principal amount of $100,000 , which accrues interest at the rate of 6

%

per annum, to a shareholder – Jui-Chin Chen. On August 17, 2020, the Company amended the Note and the Agreement, 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 March 23, 2022, the Company further amended the Note and the Agreement with the noteholder, mutually agreed to cancel the conversion option and to repay the principal in two instalments and accrued interest during that period before October 31, 2022. The balance was classified as 6% short-term loan on the same date (Note 9). ($4,088) and $1,912 was recognized for the (gain) loss on change in fair value of the modification during the nine and three months ended May 31, 2022, respectively. On May 29, 2022, the Company further amended the Note and the Agreement with the noteholder, mutually agreed to repay the principal and interests in five instalments before November 30, 2022.

On November 2, 2020, the Company issued a 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 May 10, 2022, the Company entered into an amendment to the Note with the shareholder, 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 $0.10 per share. $

178,000

was recognized for the loss on change in fair value of the modification during the nine and three months ended May 31, 2022. On May 12, 2022, the shareholder submitted conversion notice to the Company converting all of the outstanding balance of his Note into an aggregate of 1,000,000 shares of the Company’s common stock. The conversion was approved by the Company on May 17, 2022 and the shares were issued on May 19, 2022. Further $1,217,841 and $1,222,841 of the loss on change in fair value was recognized during the nine and three months ended May 31, 2022, respectively.

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On November 25, 2020, the Company issued a Note in the principal amount of $200,000, which accrues interest at the rate of 6% per annum, to a shareholder – Chin-Chiang Wang. The Note is due on November 25, 2022 and unsecured. On May 3, 2022, the Company entered into an amendment to the Note and the convertible promissory note purchase agreement with Chin-Chiang Wang, mutually agreed to extend the maturity date to November 25, 2024 and cancel the conversion option. ($10,835) and $

1,165

was recognized for the (gain) loss on change in fair value of the modification during the nine and three months ended May 31, 2022, respectively. The balance was classified as non-current 6% loan on the same date (Note 9).

On November 25, 2020, the Company issued several Notes in the total principal amount of $400,000, which accrues interest at the rate of 6% per annum, to shareholders – Chin-Ping Wang and Chin-Nan Wang. The notes are due on November 25, 2022 and unsecured. On January 24, 2022, the Company entered into an amendment to the Notes with these two shareholders, wherein, at the sole option of the applicable noteholder, all or part of the unpaid outstanding principal of such noteholder’s Notes would be convertible into shares of restricted common stock of the Company at a conversion price equal to $0.25 per share. $141,000 and $nil was recognized for the loss on change in fair value of the modification during the nine and three months ended May 31, 2022, respectively. On January 26, 2022, the shareholders submitted conversion notices to the Company converting all of the outstanding balances of their Notes into an aggregate of 1,600,000 shares of the Company’s common stock. The conversion was approved by the Company on January 31, 2022 and the shares were issued on March 15, 2022. Further $1,069,330 and $nil of the loss on change in fair value was recognized during the nine and three months ended May 31, 2022, respectively.

On January 15, 2021, the Company issued a 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 January 15, 2023 and unsecured. On May 10, 2022, the Company entered into an amendment to the Note with the shareholder, 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 $0.10 per share. $

176,000

was recognized for the loss on change in fair value of the modification during the nine and three months ended May 31, 2022. On May 12, 2022, the shareholder submitted conversion notice to the Company converting all of the outstanding balance of his Note into an aggregate of 1,000,000 shares of the Company’s common stock. The conversion was approved by the Company on May 17, 2022 and the shares were issued on May 19, 2022. Further $1,216,629 and $

1,222,629

of the loss on change in fair value was recognized during the nine and three months ended May 31, 2022, respectively.

For each of the 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 $0.40 per share. Each of the noteholders 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.

No convertible note was held while interest of $nil was accrued as of May 31, 2022.

During the nine months ended May 31, 2022 and 2021, interest of $31,518 and $2,712 were incurred on the Notes, respectively. During the three months ended May 31, 2022 and 2021, interest of $10,848 and $nil were incurred on the Notes, respectively.

13.

INCOME TAXES

For the period ended May 31, 2022 and 2021, the local (United States) and foreign components of loss before income tax were comprised of the following:

SCHEDULE OF INCOME/(LOSS) BEFORE INCOME TAXES

		May 31, 2022			May 31, 2021			May 31, 2022			May 31, 2021
	Nine months ended						Three months ended
	May 31, 2022			May 31, 2021			May 31, 2022			May 31, 2021
Tax jurisdictions from:
- Local	$	(6,263,237	)	$	(4,279,016	)	$	(3,887,485	)	$	(1,374,280	)
State and local income tax expense (benefit), continuing operations	$	(6,263,237	)	$	(4,279,016	)	$	(3,887,485	)	$	(1,374,280	)
- Foreign, representing
Seychelles		-			(1,610	)		-			-
British Virgin Islands		(2,046	)		(89,604	)		(191	)		(4,626	)
Taiwan		(1,792,198	)		(1,331,039	)		(540,758	)		(380,979	)
PRC		(520,338	)		(457,705	)		(265,710	)		(146,307	)
Hong Kong		(706,029	)		(2,361,044	)		(84,454	)		(376,190	)
Tax jurisdictions from: foreign, representing		(706,029	)		(2,361,044	)		(84,454	)		(376,190	)
Loss before income tax	$	(9,283,848	)	$	(8,520,018	)		(4,778,598	)		(2,282,382	)

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The components of the benefit for income taxes expenses are:

SCHEDULE OF COMPONENTS OF PROVISION BENEFIT FOR INCOME TAXES

		May 31, 2022			May 31, 2021			May 31, 2022			May 31, 2021
	Nine months ended						Three months ended
	May 31, 2022			May 31, 2021			May 31, 2022			May 31, 2021
Current	$	-		$	-		$	-		$	-
Deferred		(13,447	)		(16,108	)		(4,483	)		(5,879	)
Total income tax benefit	$	(13,447	)	$	(16,108	)	$	(4,483	)	$	(5,879	)

The benefit for income taxes consisted of the following:

SCHEDULE OF PROVISION FOR INCOME TAXES

		May 31, 2022			May 31, 2021			May 31, 2022			May 31, 2021
	Nine months ended						Three months ended
	May 31, 2022			May 31, 2021			May 31, 2022			May 31, 2021
Loss before income taxes	$	(9,283,848	)	$	(8,520,018	)	$	(4,778,598	)	$	(2,282,382	)
Statutory income tax rate		21	%		21	%		21	%		21	%
Income tax credit computed at statutory income rate		(1,949,608	)		(1,789,204	)		(1,003,505	)		(479,300	)
Reconciling items:
Non-deductible expenses (non-taxable income)		929,439			84,775			618,124			(28,271	)
Share-based payments		474,395			1,139,058			251,624			333,794
Tax effect of tax exempt entity		430			19,154			40			970
Rate differential in different tax jurisdictions		9,560			101,249			(6,428	)		14,886
Valuation allowance on deferred tax assets		522,337			428,858			135,662			152,040
Income tax benefit	$	(13,447	)	$	(16,108	)	$	(4,483	)	$	(5,879	)

UnitedStates 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 May 31, 2022, the operations in the United States of America incurred $2,575,789 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 May 31, 2022, the Company has provided for a full valuation allowance of $540,916 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, LFGL is registered as an international business company, as such, LFGL is governed by the International Business Companies Act of Seychelles and not subject to income taxes in Seychelles.

BritishVirgin 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. Since January 1, 2018, the CIT rate in Taiwan is 20%. As of May 31, 2022, LOC had net operating loss carry-forwards in Taiwan of $4,524,813, which will expire in various years through 2025. The Company has provided for a full valuation allowance of $904,963 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.

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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 May 31, 2022, BJDC had net operating loss carry-forwards in the PRC of $2,351,545, which will expire in various years through 2027. The Company has provided for a full valuation allowance of $587,886 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.

HongKong

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 May 31, 2022, the operations in Hong Kong incurred $3,214,781 of cumulative net operating losses (NOL’s) which can be carried forward indefinitely to offset future taxable income. As of May 31, 2022, the Company has provided for a full valuation allowance of approximately $530,439 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.

SCHEDULE OF DEFERRED TAX ASSETS

	May 31, 2022			August 31, 2021
Deferred tax assets:
Net operating loss carryforwards
– United States of America	$	(540,916	)	$	(469,843	)
– Taiwan		(904,963	)		(618,141	)
– PRC		(587,886	)		(457,802	)
– Hong Kong		(530,439	)		(469,186	)
Deferred tax assets: net operating loss carryforwards		(530,439	)		(469,186	)
Less: valuation allowance		2,564,204			2,014,972
Deferred tax assets,<br> net of valuation allowance	$	-		$	-
Deferred tax liabilities:
Intangible assets – Technical know-hows	$	112,055		$	125,502
Deferred tax liabilities, net	$	112,055		$	125,502

14.

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 was 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 was 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 $1,250,000

and

$1,000,000

,

respectively, which was calculated based on a price per share of $0.50

and

$0.40 , respectively and amortized over the service term. On September 1, 2021, the Company renewed the employment agreement with Yi-Hsiu Lin for additional two years

. Pursuant to the agreement, Mr. Lin

will be compensated at an annual rate of $120,000 per year (the “Base Compensation”), prorated for any partial year, payable in cash or with 2,500,000 shares of restricted common stock, which would vest as of March 1, 2022 and March 1, 2023. In addition, Mr. Lin may be entitled to bonus compensation of up to three times the Base Compensation based on his achievement of appropriate performance criteria to be determined by the board of directors or a committee thereof. The bonus compensation offer was cancelled on March 1, 2022. The fair value of the shares of restricted common stock for the first year ending August 31, 2022 was $250,000, which was calculated based on a price per share of $0.10 and amortized over the service term. During the nine months ended May 31, 2022 and 2021, the Company amortized $187,500 and $750,000, respectively, as remuneration. During the three months ended May 31, 2022 and 2021, the Company amortized $62,500 and $250,000, respectively.

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. Mr. Cheng would 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, would 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 granted on September 1, 2020 was $1,500,000

,

which was calculated based on a price per share of $0.40 and amortized over the service term. On September 1, 2021, 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 would receive an annual compensation, prorated for any partial year, in the form of $80,000

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, would be paid or granted immediately on September 1, 2021. The fair value of the shares of restricted common stock granted on September 1, 2021 was $150,000

,

which was calculated based on a price per share of $0.10

and amortized over the service term. During the nine months ended May 31, 2022 and 2021, the Company amortized $112,500 and $450,000, respectively,

as remuneration. During the three months ended May 31, 2022 and 2021, the Company amortized $37,500 and $150,000, respectively.

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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. On March 1, 2021, the Company renewed the consulting agreement 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, 2021, prorated for any partial year. The fair value of the shares of restricted common stock was $750,000

and $100,000

,

respectively which was calculated based on a price per share of $0.50

and $0.10

respectively and amortized over the service term. During the nine months ended May 31, 2022 and 2021, the Company amortized $50,000 and $625,000 respectively as consulting expenses under this agreement. During the three months ended May 31, 2022 and 2021, the Company amortized $nil and $250,000 respectively. The shares were granted on July 7, 2020 and December 16, 2021, respectively.

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

. As of August 31,

2020, 5,000,000

common shares of the Company had been

issued to the employee. The fair value of the shares of restricted common stock issued to him was $6,000,000

,

which was calculated based on a price per share of $0.40

. As of May

31, 2022, apart from the 5,000,000 Inducement Shares, 6,128,868 shares were vested to the employee upon achievement of the milestones set forth in the employee’ offer letters. During the nine months ended May 31, 2022 and 2021, the Company amortized $318,108 and $1,742,630, respectively, as salaries. During the three months ended May 31, 2022 and 2021, the Company amortized $75,627 and $158,037, respectively. As of May 31, 2022, 10,000,000 shares were issued.

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 a staff member, pursuant to which the staff member agreed to serve as an executive assistant of the Company. For the service as an executive assistant, the staff member received a monthly compensation in the form of NT$77,000

($2,717

)

for the first three months (probationary period) and thereafter NT$92,500 ($3,264) in cash. In addition, the staff member would have been 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 the staff member met 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. The Company cancelled the offer on May 1, 2021. During the nine and three months ended May 31, 2021, the Company recognized $50,000 and $20,833 respectively as compensation under this arrangement.

On

August 1, 2020, the Company entered into a one-year consulting services agreement with a company. 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 rendered by the provider’s employees, 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 $400,000

,

which was calculated based on the stock price of $0.40 per share and will be amortized over the service term. During the nine months ended May 31, 2022 and 2021, the Company recognized $16,666 and $283,333 respectively as compensation under these arrangements. During the three months ended May 31, 2022 and 2021, the Company recognized $nil and $100,000 respectively. The shares were issued on January 6, 2021.

On

August 3, 2020, the Company issued an offer letter to a staff member, pursuant to which the staff member agreed to serve as an executive assistant of the Company. For the service as an executive assistant, the staff member received a monthly compensation in the form of NT$77,000

($2,717

)

in cash. In addition, the staff would have been 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 met

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. The Company cancelled the offer on May 1, 2021. During the nine and three months ended May 31, 2021, the Company recognized

$50,000 and $20,833 respectively as compensation under this arrangement.

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On

November 1, 2020, the Company entered into one-year consulting agreements with two consultants to assist in monitoring and improving FinMaster APP. Pursuant to the agreement, the Company agreed to pay the consultants 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 nine months ended May 31, 2022 and 2021, the Company amortized $416,666 and $1,458,333 respectively as consulting expenses under these agreements. During the three months ended May 31, 2022 and 2021, the Company amortized $nil and $625,000 respectively.

On

February 8, 2021, the Company and First Leader Capital Ltd. mutually agreed to further forfeit and surrender 5,000,000

shares (the “Surrendered Shares”)

of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The Surrendered Shares were automatically cancelled and retired. First Leader Capital Ltd. agreed to forfeit and cancel the Surrendered Shares in exchange for 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.

On

May 17, 2021, the Company and First Leader Capital Ltd., again, mutually agreed to forfeit and surrender 13,132,500

shares (the “Surrendered Shares”)

of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The Surrendered Shares were automatically cancelled and retired. First Leader Capital Ltd. agreed to forfeit and cancel the Surrendered Shares in exchange for 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.

On September 1, 2021, the Company issued an offer letter to Hsu Kuo-Hsun, pursuant to which Mr. Hsu agreed to serve as chairman of LOC for two years

. Per the terms of the offer letter,

Mr. Hsu will receive a monthly remuneration of NT$60,000

(equivalent to $2,157

)

in cash and 2,400,000

shares of restricted common stock, which shall

be granted in two equal tranches and vested on March 1, 2022 and March 1, 2023. The fair value of the shares of restricted common stock for the first year ending August 31, 2022 was $120,000

,

which was calculated based on a price per share of $0.10

and amortized over the service term. During the nine and three months ended May 31, 2022, the Company

amortized $90,000 and $30,000, respectively, as consulting expenses under this agreement.

On September 1, 2021, the Company issued a Senior Vice President (“SVP”) offer letter to Chiao Chien, pursuant to which Mr. Chiao agreed to serve as SVP of user experience of the Company for two years

. For his services, Mr. Chiao will

receive a monthly remuneration of RMB 17,000

(equivalent to $2,648

)

in cash and 3,000,000

shares of restricted common stock, which shall

be granted in two equal tranches and vested on March 1, 2022 and March 1, 2023. The fair value of the shares of restricted common stock for the first year ending August 31, 2022 was $150,000

,

which was calculated based on a price per share of $0.10

and amortized over the service term. During the nine

and three months ended May 31, 2022, the Company amortized $112,500 and $37,500, respectively, as consulting expenses under this agreement.

On

December 21, 2021, pursuant to the 2021 Equity Incentive Plan, the Company granted an aggregate of 9,550,850 non-restricted share units of the Company’s common stock to certain employees and consultants of the Company. In accordance with the vesting schedule of the grant, the restricted shares will vest immediately.  The fair price of the non-restricted shares was $0.10 per share. The Company recognized the share-based compensation expenses over the vesting period on a graded-vesting method. The Company recorded non-cash share-based compensation of $955,085 for the nine and three months ended May 31, 2022, in respect of the non-restricted shares granted. The shares were issued on March 2, 2022. As of May 31, 2022, neither unrecognized stock-based compensation was associated with the above share units nor vested shares were to be issued.

From

May 2020 to August 2021, the Company entered into securities purchase agreements with several accredited investors whereby the investors purchased a total of 37,157,535 shares of the Company’s common stock at an average price of $0.140 per share. The Company received aggregate gross proceeds of $5,206,994. Pursuant to the terms of the securities purchase agreements, the investors have piggyback registration rights with respect to the shares. The shares were fully issued by August 30, 2021.

From

September 2021 to May 2022, the Company entered into securities purchase agreements with several accredited investors whereby the investors purchased a total of 14,170,000 shares of the Company’s common stock at an average price of $0.12 per share. The Company received aggregate gross proceeds of $1,690,000. Pursuant to the terms of the securities purchase agreements, the investors have piggyback registration rights with respect to the shares. The shares were fully issued by May 31, 2022.

In January 2022, two holders agreed to convert

convertible notes with a principal amount of $400,000 for a total of 1,600,000 shares of the Company’s common stock. The amount of $1,631,840 was classified as shares issued under paid-in capital as of May 31, 2022. The shares were issued on March 15, 2022.

In

May 2022, a holder agreed to convert convertible notes with a principal amount of $200,000 for a total of 2,000,000 shares of the Company’s common stock. The amount of $2,999,800 was classified as shares issued under paid-in capital as of May 31, 2022. The shares were issued on May 19, 2022.

As

of May 31, 2022, unrecognized share-based compensation expense was $1,640,326.

As

of May 31, 2022, 6,442,936 shares were granted to employees and vested but not yet issued.

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15.

COMMITMENTS AND CONTINGENCIES

During

the period ended May 31, 2022, the Company entered into month-to-month lease agreements with independent third parties to rent office and staff quarter premises in Taiwan, Shenzhen, Beijing and Hong Kong. The rental expense for the nine months ended May 31, 2022 and 2021 were $259,402 and $235,765 respectively; and $110,925 and $72,361 for the three months ended May 31, 2022 and 2021 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 May 31, 2022:

SCHEDULE OF MATURITIES OF LEASE LIABILITIES

Year ending May 31,
2023	$	2,760
2024		-
2025		-
2026		-

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:

SCHEDULE OF COMPONENTS OF LEASE COSTS, LEASE TERM AND DISCOUNT RATE

	For the nine months ended
	May 31, 2022			May 31, 2021
Operating lease cost – classified as general and administrative expenses	$	259,402		$	229,234
Weighted Average Remaining Lease Term – Operating leases		1.54 years			1.18 years
Weighted Average Discounting Rate – Operating leases		5.31	%		5.78	%

The following is a schedule, by years, of maturities of lease liabilities as of May 31, 2022:

		Operating leases
2022 (remaining period)	$	64,116
2023		56,638
2024		40,001
2025		6,667
2026		-
Thereafter		-
Total undiscounted cash flows		167,422
Less: imputed interest		(6,230	)
Present value of lease liabilities	$	161,192

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, mutual agreement or expiration of a fixed-term labor contract. The Company has estimated its possible severance payments of approximately $150,000 and $129,000 as of May 31, 2022 and August 31, 2021, 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 $52,000 and $69,000 as of May 31, 2022 and August 31, 2021, 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.

16.

SUBSEQUENT EVENTS

On

July 14, 2022, the Company entered into securities purchase agreement with an accredited investor whereby the investor purchased a total of 5,000,000 shares of the Company’s common stock at a price of $0.10 per share. The Company received aggregate gross proceed of $500,000. Pursuant to the terms of the securities purchase agreement, the investor will have piggyback registration rights with respect to the shares. The shares are expected to be issued by end of July 2022.

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Item2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Thefollowing discussion and analysis of our financial condition and results of operations should be read together with our unaudited financialstatements and related notes appearing elsewhere in this Form 10-Q and our audited financial statements and related notes for the yearended August 31, 2021 included in our most recent annual report on Form 10-K. In addition to historical information, this discussionand analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materiallyfrom those anticipated in these forward-looking statements as a result of certain factors.

CompanyOverview

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.

We had an agreement with a third party whereby we authorized the third party to use our investment platform and related applications until December 31, 2020 for a fee. The agreement terminated on December 31, 2020.

We developed a new, comprehensive mobile application, the FinMaster App. The FinMaster App intends to offer one-stop solution for multi-facet 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. With more than 380,000 downloads of the FinMaster App, we continue to collect data as well as user feedback to enhance current APP features and fine tune R&D plans to optimize customer experience.

On August 17, 2020, the Company, through its wholly-owned subsidiary JFB, 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 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, JFB, 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 JFB, 100% of NPI. NPI, through its wholly-owned subsidiaries, LOC Weibo Co., Ltd. (“LOC”) and Beijing DataComm Cloud Media Technology Co., Ltd.,(“BJDC”) 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. As a result of the acquisition, our FinMaster App was launched to the market in a timely and efficient manner and clients on this open platform are served more effectively and satisfactorily. Based on the successful development of our FinMaster App, LOC and BJDC jointly accumulated in-depth knowledge of FinTech App development, including the marketing expertise built up and the perfect allocation of the Company’s resources. We believe LCHD, through LOC and BJDC will further conclude more customized App contracts to help the clients to incubate the avant-garde Apps to expand their businesses efficiently and effectively.

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We have incurred significant operating losses. As of May 31, 2022 and August 31, 2021, our accumulated deficits were $$32,271,468 and $23,001,067, respectively. We generated revenue of $156,527 and $78,696 for the nine months ended May 31, 2022 and 2021, respectively. Our net losses were principally attributed to general and administrative expenses.

GoingConcern

The accompanying unaudited 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.

As of May 31, 2022, we have suffered recurring losses from operations, and recorded an accumulated deficit and a working capital deficit of $32,271,468 and $2,310,367, respectively. 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.

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.

Our business continues to be impacted by the COVID-19 pandemic. Significant COVID-19 related restrictions, including those in response to the outbreak of the Delta variant in the second and third quarters and the Omicron variant in the fourth quarter of calendar year 2021, have continued and in some instances, have been significantly tightened, in markets in which we operate. According to Taiwan’s Central Epidemic Command Center (“CECC”), Taiwan’s Covid-19 cases have been increased dramatically since the first half of April, 2022 and reached the peak during mid-May and mid-June. As of July 13, totally 4,131,663 local infections reported this year, in which over 3,700,000 cases recorded during the second quarter, comparing with 1,226 cases in the first quarter of 2022. CECC confirms that 99.55% of the reported cases were asymptomatic or had mild symptoms. The average daily reported cases maintained over 30,000 cases in July. To reduce the impact on people’s daily life and to the economy, the government will activate the home care program for confirmed cases based on the developments in the pandemic situation.

Border controls and travel restrictions, such as those imposed in Taiwan, Hong Kong, and mainland China, have had and may continue to have an adverse effect on our operations. The impact of the pandemic and the measures taken by the relevant governments to contain the disease on the global economy, the economies of the markets in which we operate, and the movement of people have adversely affected, and we expect will continue to adversely affect, the roll out of our business plans and results of operations throughout the fiscal year of 2022. If any of our employees is suspected of having infected COVID-19, we may under certain circumstances be required to quarantine such employees and the affected areas of our premises, thus we have to temporarily suspend part of or all of our operations. Furthermore, government actions to contain the outbreak may restrict the level of economic activities in affected regions, including Taiwan, and affect the willingness and ability of our employees and customers to travel, which may also adversely affect our business and prospects. As a result, we cannot assure you that any future outbreak of contagious diseases would not have a material adverse effect on our financial condition and results of operations.

These unaudited 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.

Liquidityand Capital Resources

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

	For the nine months ended
	May 31, 2022			May 31, 2021
Net cash used in operating activities	$	(2,367,049	)	$	(2,873,554	)
Net cash used in investing activities		(39,856	)		(63,081	)
Net cash provided by financing activities		1,930,446			4,272,333
Cash and cash equivalents, beginning of period		787,154			432,087
Effects of exchange rate changes on cash and cash equivalents		(11,900	)		(218,623	)
Cash and cash equivalents, end of period	$	298,795		$	1,549,162

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Cash Used in Operating Activities

Net cash used in operating activities for the nine months ended May 31, 2022 and 2021 was $2,367,049 and $2,873,554, 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 nine months ended May 31, 2022 and 2021 was $39,856 and $63,081, respectively. The net cash used in investing activities was related to the acquisition of plant and equipment and intangible assets.

Cash Provided by Financing Activities

Net cash provided by financing activities for the nine months ended May 31, 2022 and 2021 was $1,930,446 and $4,272,333, respectively. The cash provided by financing activities were related to the issuance of shares and convertible notes, and advances from (to) shareholders and a director.

Resultsof Operations

Comparisonfor the nine months ended May 31, 2022 and 2021

	For the nine months ended
	May 31, 2022			May 31, 2021
Revenue	$	156,527		$	78,696
Research and development expenses		(366,040	)		(456,428	)
Sales and marketing expenses		(272,801	)		(186,068	)
General and administrative expenses		(4,590,793	)		(7,779,743	)
Loss from operations		(5,073,107	)		(8,343,543	)
Interest expenses		(62,338	)		(51,000	)
Loss on change in fair value of convertible notes		(3,983,877	)		(129,288	)
Other (expense) income		(164,526	)		3,813
Loss before income tax		(9,283,848	)		(8,520,018	)
Income tax benefit		13,447			16,108
Net loss	$	(9,270,401	)	$	(8,503,910	)

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 $156,527 and $78,696 for the nine months ended May 31, 2022 and 2021, respectively. During the nine months ended May 31, 2022, we, through our subsidiary, NPI, earned revenue of $26,295, compared to $73,696 for the nine months ended May 31, 2021. The increment of revenue was arisen from the new custom-made app project commenced during the third quarter of current fiscal year.

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Research and Development Expenses

Research and development expenses for the nine months ended May 31, 2022 and 2021 amounted to $366,040 and $456,428, respectively 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. The reduction of expenses was mainly due to the termination of consultancy agreement on December 31, 2021.

Sales and Marketing Expenses

Sales and marketing expenses were $272,801 and $186,068 for the nine months ended May 31, 2022 and 2021, respectively. It consists of the advertising costs and the redeemable point liability charges after our acquisition of NPI in August 2020. To promote the FinMaster APP downloads, LOC allocated funding to the marketing for the nine months ended May 31, 2022, thus the sales and marketing expenses increased.

General and Administrative Expenses

General and administrative expenses were $4,590,793 and $7,779,743 for the nine months ended May 31, 2022 and 2021, respectively. We recognized share-based compensation to directors, employees and consultants of $2,259,025 and $5,409,296 for the nine months ended May 31, 2022 and 2021, respectively. Such share-based compensation decreased by $3.15 million from the nine months ended May 31, 2021 to the same period in 2022.

Loss on change in fair value of convertible notes

We incurred a fair value loss of $3,983,877 and $129,288 on our convertible promissory notes for the nine months ended May 31, 2022 and 2021, respectively. The fair value loss of $3,983,877 is due to change of conversion price and conversion of convertible notes for the nine months ended May 31, 2022. We elected to measure the convertible promissory notes in their entirety at fair value with changes in fair value recognized as non-operating income or loss at each balance sheet date.

Other (Expense) Income

Other (expense) income for the nine months ended May 31, 2022 amounted to $(164,526) as compared to $3,813 in the same period of prior year. Other (expense) income mainly consists of the exchange difference, net which was exchange loss arose from the depreciation of NTD and RMB against USD for inter-group remittance. It was partially offset by the reversal of overstated payroll payable to the COO.

Net Loss

Our net loss was $9,270,401 and $8,503,910 for the nine months ended May 31, 2022 and 2021, respectively. The net loss was mainly derived from our general and administrative expenses.

Comparisonfor the three months ended May 31, 2022 and 2021

	For the three months ended
	May 31, 2022			May 31, 2021
Revenue	$	134,091		$	23,444
Research and development expenses		(104,861	)		(151,863	)
Sales and marketing expenses		(25,265	)		(15,338	)
General and administrative expenses		(1,809,371	)		(2,301,816	)
Loss from operations		(1,805,406	)		(2,445,573	)
Interest expenses		(11,642	)		(18,597	)
(Loss) Gain on change in fair value of convertible notes		(2,802,547	)		201,000
Other expense		(159,003	)		(19,212	)
Loss before income tax		(4,778,598	)		(2,282,382	)
Income tax benefit		4,483			5,879
Net loss	$	(4,774,115	)	$	(2,276,503	)

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 $134,091 and $23,444 for the three months ended May 31, 2022 and 2021, respectively. During the three months ended May 31, 2022, we, through our subsidiary, NPI, earned revenue of $3,860, compared to $20,667 for the three months ended May 31, 2021. The increment of revenue was arisen from the new custom-made app project commenced during the third quarter of current fiscal year.

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Research and Development Expenses

Research and development expenses for the three months ended May 31, 2022 and 2021 amounted to $104,861 and $151,863, respectively 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. The reduction of expenses was mainly due to termination of consultancy agreement on December 31, 2021.

Sales and Marketing Expenses

Sales and marketing expenses were $25,265 and $15,338 for the three months ended May 31, 2022 and 2021, respectively. It consists of the advertising costs and the redeemable point liability charges after our acquisition of NPI in August 2020. The Company found the media advertising less effective than prior period, thus maintained cost control over the advertising expense during the three months ended May 31, 2022, and the sales and marketing expenses decreased.

General and Administrative Expenses

General and administrative expenses were $1,809,371 and $2,301,816 for the three months ended May 31, 2022 and 2021, respectively. We recognized share-based compensation to directors, employees and consultants of $1,198,212 and $1,574,704 for the three months ended May 31, 2022 and 2021, respectively. Such share-based compensation decreased by $0.38 million from the three months ended May 31, 2021 to the same period in 2022.

(Loss) Gain on change in fair value of convertible notes

We incurred a fair value (loss) gain of $(2,802,547) and $201,000 on our convertible promissory notes for the three months ended May 31, 2022 and 2021, respectively. The fair value loss of $2,802,547 is due to change of conversion price and conversion of convertible notes for the three months ended May 31, 2022. We elected to measure the convertible promissory notes in their entirety at fair value with changes in fair value recognized as non-operating income or loss at each balance sheet date.

Other Expense

Other expense for the three months ended May 31, 2022 amounted to $159,003 as compared to $19,212 in the same quarter of prior year. Other expense mainly consists of the exchange difference, net which was exchange loss arose from the depreciation of NTD and RMB against USD for inter-group remittance. It was partially offset by the reversal of overstated payroll to the COO.

Net Loss

Our net loss was $4,774,115 and $2,276,503 for the three months ended May 31, 2022 and 2021, respectively. The net loss was mainly derived from our general and administrative expenses.

Off-BalanceSheet Arrangements

As of May 31, 2022, 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.

Item3. 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.

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Item4. Controls and Procedures

Evaluationof 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 May 31, 2022. 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 May 31, 2022 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<br> such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial<br> reporting. Currently, our Chief Executive Officer and directors act in the capacity of the audit committee, and do not include a<br> 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<br> and financial reporting, we did not establish a formal process to close our books monthly and account for all transactions in a timely<br> manner.
3.	We did not implement appropriate information technology controls – As at August 31, 2021, we retained copies of all financial<br> data and material agreements; however, there is no formal procedure or evidence of normal backup of our data or off-site storage<br> of the data in the event of theft, misplacement, or loss due to unmitigated factors and we do not have sufficient control policies<br> that prevent inappropriate and unauthorized use of the system across all layers of systems.
4.	We do not have sufficient and skilled accounting personnel with an appropriate level of technical accounting knowledge and experience<br> 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 unaudited condensed consolidated financial statements as of and for the period ended May 31, 2022 to contain a material misstatement.

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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<br> a position to segregate duties consistent with control objectives and increase our personnel resources and technical accounting expertise<br> within the accounting function when funds are available to us.
2.	Prepare<br> written policies and procedures for accounting and financial reporting to establish a formal process to close our books monthly on<br> an accrual basis and account for all transactions, including equity and debt transactions, in a timely manner.
3.	Add<br> staff members to our management team to make sure that information required to be disclosed in our reports filed and submitted under<br> the Exchange Act is recorded, processed, summarized and reported as and when required and the staff members will have segregated<br> responsibilities with regard to these responsibilities.
4.	Plan<br> to hire professional consultant to review and assist the company to design and implement proper information technology controls and<br> policies on the company’s operations.

We anticipate that these initiatives will be at least partially, if not fully, implemented by the end of fiscal year 2022.

Changesin Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ending May 31, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART

II — OTHER INFORMATION

Item1. 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.

Item1A. Risk Factors.

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

Item2. 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 May 31, 2022 that were not previously reported on a Current Report on Form 8-K.

From September 2021 to May 2022, the Company entered into securities purchase agreements with several accredited investors whereby the investors purchased a total of 14,170,000 shares of the Company’s common stock at an average price of $0.12 per share. The Company received aggregate gross proceeds of $1,690,000. Pursuant to the terms of the securities purchase agreements, the investors have piggyback registration rights with respect to the shares. The offer and sale of securities were made outside of the United States and the issuances were exempt from registration pursuant to Rule 901 under Regulation S of the Securities Act of 1933.

Pursuant to the terms of the securities purchase agreements, the investors have piggyback registration rights with respect to the shares. The shares were fully issued by May 31, 2022.

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Item3. Defaults Upon Senior Securities.

None.

Item4. Mine Safety Disclosures.

Not applicable.

Item5. Other Information.

None.

Item6. 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).
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*	Inline<br> XBRL Instance Document.
101.SCH*	Inline<br> XBRL Taxonomy Extension Schema Document.
101.CAL*	Inline<br> XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*	Inline<br> XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*	Inline<br> XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE*	Inline<br> XBRL Taxonomy Extension Presentation Linkbase Document.

* Filed herewith.

** Furnished herewith.

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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<br> CAPITAL HOLDINGS CORP
	(Name<br> of Registrant)
Date:<br> July 20, 2022
	By:	/s/ Yi-Hsiu Lin
		Yi-Hsiu<br> Lin
		Chief<br> Executive Officer, President, Treasurer and Director (Principal Executive Officer and Principal Financial Officer)

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EXHIBIT31.1

CERTIFICATION

I, YI-HSIU LIN, certify that:

1. I have reviewed this quarterly report on Form 10-Q of LEADER CAPITAL HOLDINGS CORP.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared;
b.	Designed<br> such internal control over financial reporting, or caused such internal control to be designed under our supervision, to provide<br> reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes<br> in accordance with generally accepted accounting principles.
c.	Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about<br> the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br> and
d.	Disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,<br> or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and
b.	Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.
Date:<br> July 20, 2022	By:	/s/ Yi-Hsiu Lin
---	---	---
		Yi-Hsiu<br> Lin
		Chief<br> Executive Officer, President, Treasurer and Director
		(Principal<br> Executive Officer, Principal Financial Officer

EXHIBIT32.1

CERTIFICATION

In connection with the quarterly report of LEADER CAPITAL HOLDINGS CORP. (the “Company”) on Form 10-Q for the period ended May 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Yi-Hsiu Lin, Chief Executive Officer and President (Principal Executive Officer) and Treasurer (Principal Financial Officer) of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge:

(1)	The<br> Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The<br> information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of<br> the Company at the dates and for the periods indicated.
Date:<br> July 20, 2022	By:	/s/ Yi-Hsiu Lin
---	---	---
		Yi-Hsiu<br> Lin
		Chief<br> Executive Officer, President, Treasurer and Director
		(Principal<br> Executive Officer and Principal Financial Officer)