UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
The Quarterly Period Ended
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
(Exact name of registrant issuer as specified in its charter)
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
| ||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
phone number, including area code:
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||
| 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.
☒ 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).
☒ 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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer ☐ | Accelerated Filer ☐ |
| Smaller
reporting company | |
| Emerging
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
☐
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class | Outstanding at August 22, 2023 | |
| Common Stock, $0.0001 par value |
LEADER CAPITAL HOLDINGS CORP.
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MAY 31, 2023
TABLE OF CONTENTS
| i |
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND OTHER INFORMATION CONTAINED IN THIS REPORT
This quarterly report on Form 10-Q (this “Form 10-Q”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. You can find many (but not all) of these statements by looking for words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “would,” “should,” “could,” “may” or other similar expressions in this Form 10-Q. In particular, these include statements relating to future actions, future performance, anticipated expenses, or projected financial results. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections. These risks and uncertainties include the following:
| ● | the availability and adequacy of our cash flow to meet our requirements; | |
| ● | economic, competitive, demographic, business and other conditions in our local and regional markets; | |
| ● | general economic conditions and events and the impact they may have on us and our clients, including but not limited to the impact of COVID-19; | |
| ● | changes or developments in laws, regulations or taxes in our industry; | |
| ● | there are uncertainties regarding the interpretation and enforcement of the People’s Republic of China (“PRC”) laws, rules, and regulations; | |
| ● | competition in our industry; | |
| ● | the loss of or failure to obtain any license or permit necessary or desirable in the operation of our business; | |
| ● | proceedings brought by the SEC against China-based accounting firms could result in our inability to file future financial statements in compliance with the requirements of the Exchange Act.; | |
| ● | changes in our business strategy, capital improvements or development plans; | |
| ● | the availability of additional capital to support capital improvements and development; and | |
| ● | other risks identified in our other filings with the Securities and Exchange Commission (the “SEC”). |
We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, or joint ventures we may make or collaborations or strategic partnerships we may enter into.
You should read this Form 10-Q and the documents that we have filed as exhibits to this Form 10-Q completely and with the understanding that our actual future results may be materially different from what we expect. We do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Unless otherwise stated or the context otherwise requires, the terms “Leader Capital Holdings Corp.,” “we,” “us,” “our” and the “Company” refer collectively to Leader Capital Holdings Corp. and, where appropriate, its subsidiaries.
| ii |
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements.
LEADER CAPITAL HOLDINGS CORP. AND SUBSIDIARIES
INDEX TO UNAUDITED FINANCIAL STATEMENTS
| 1 |
LEADER CAPITAL HOLDINGS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In U.S. dollars except for share data)
| As of | ||||||||
| May 31, 2023 | August 31, 2022 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable | ||||||||
| Prepayments, deposits and other receivables | ||||||||
| Inventory | ||||||||
| Total current assets | ||||||||
| Non-current assets | ||||||||
| Non-marketable equity securities | ||||||||
| Plant and equipment, net | ||||||||
| Intangible assets | ||||||||
| Operating lease right-of-use assets, net | ||||||||
| Prepayments, deposits and other receivables | ||||||||
| Total non-current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Accrued expenses and other payables | $ | $ | ||||||
| Contract liabilities | ||||||||
| Operating lease liability, current | ||||||||
| Bonds payable | ||||||||
| Other loans from shareholders, current | ||||||||
| Other loans from a non-related party, current | ||||||||
| Due to shareholders | ||||||||
| Due to a director | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities | ||||||||
| Operating lease liability, non-current | ||||||||
| Other loans from shareholders, non-current | ||||||||
| Total non-current liabilities | ||||||||
| TOTAL LIABILITIES | $ | $ | ||||||
| COMMITMENTS AND CONTINGENCIES (Note 16) | ||||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Preferred stock, $ par value; shares authorized; issued and outstanding | ||||||||
| Common stock, $ par value; shares authorized; and shares issued and outstanding as of May 31, 2023 and August 31, 2022, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive income | ||||||||
| Accumulated deficits | ( | ) | ( | ) | ||||
| TOTAL STOCKHOLDERS’ DEFICIT | $ | ( | ) | $ | ( | ) | ||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | $ | ||||||
See accompanying notes to the condensed consolidated financial statements.
| 2 |
LEADER CAPITAL HOLDINGS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
(In U.S. dollars except for share data)
| For the nine months ended | For the three months ended | |||||||||||||||
| May 31, 2023 | May 31, 2022 | May 31, 2023 | May 31, 2022 | |||||||||||||
| REVENUE | $ | $ | $ | $ | ||||||||||||
| OPERATING EXPENSES | ||||||||||||||||
| Research and development expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Sales and marketing expenses | ( | ) | ( | ) | ||||||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| LOSS FROM OPERATIONS | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss on change in fair value of convertible notes | ( | ) | ( | ) | ||||||||||||
| OTHER (EXPENSE) INCOME | ||||||||||||||||
| Exchange difference, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income – from non-related parties | ||||||||||||||||
| ( | ) | ( | ) | ( | ) | ( | ) | |||||||||
| LOSS BEFORE INCOME TAX | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income tax benefit | ||||||||||||||||
| NET LOSS | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| OTHER COMPREHENSIVE LOSS | ||||||||||||||||
| Foreign currency translation adjustment | ||||||||||||||||
| TOTAL COMPREHENSIVE LOSS | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss per share - Basic and diluted | $ | ) | $ | ) | $ | )* | $ | ) | ||||||||
| Weighted average number of shares of common stock outstanding – Basic and diluted | ||||||||||||||||
| * |
See accompanying notes to the condensed consolidated financial statements.
| 3 |
LEADER CAPITAL HOLDINGS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Unaudited)
(In U.S. dollars except for share data)
| FOR THE NINE MONTHS ENDED MAY 31, 2023 | ||||||||||||||||||||||||
| ACCUMULATED | ||||||||||||||||||||||||
| COMMON STOCK | ADDITIONAL | OTHER | TOTAL | |||||||||||||||||||||
Number of shares | Amount | PAID IN CAPITAL | COMPREHENSIVE INCOME | ACCUMULATED DEFICITS | STOCKHOLDERS’ DEFICIT | |||||||||||||||||||
| Balance as of September 1, 2022 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Shares issued in private placement | ||||||||||||||||||||||||
| Shares to be issued In Private placement | - | |||||||||||||||||||||||
| Shares issued to employees and consultants for stock award | ( | ) | ||||||||||||||||||||||
| Share based compensation | - | |||||||||||||||||||||||
| Foreign currency translation adjustment | - | |||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of May 31, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| FOR THE NINE MONTHS ENDED MAY 31, 2022 | ||||||||||||||||||||||||
| ACCUMULATED | TOTAL | |||||||||||||||||||||||
| COMMON STOCK | ADDITIONAL | OTHER | STOCKHOLDERS’ | |||||||||||||||||||||
Number of shares | Amount | PAID IN CAPITAL | COMPREHENSIVE LOSS | ACCUMULATED DEFICITS | EQUITY (DEFICIT) | |||||||||||||||||||
| Balance as of September 1, 2021 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
| Shares issued in private placement | ||||||||||||||||||||||||
| Shares issued to service providers | ( | ) | ||||||||||||||||||||||
| Shares issued to employees and consultants for stock award | ( | ) | ||||||||||||||||||||||
| Shares to be issued on conversion of convertible notes | ||||||||||||||||||||||||
| Share compensation | - | |||||||||||||||||||||||
| Foreign currency translation adjustment | - | |||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of May 31, 2022 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| 4 |
| FOR THE THREE MONTHS ENDED MAY 31, 2023 | ||||||||||||||||||||||||
| COMMON STOCK | ADDITIONAL | ACCUMULATED OTHER | TOTAL | |||||||||||||||||||||
Number of shares | Amount | PAID IN CAPITAL | COMPREHENSIVE INCOME | ACCUMULATED DEFICITS | STOCKHOLDERS’ DEFICIT | |||||||||||||||||||
| Balance as of March 1, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Shares issued in private placement | ||||||||||||||||||||||||
| Shares to be issued In Private placement | - | |||||||||||||||||||||||
| Shares issued to employees and consultants for stock award | ( | ) | ||||||||||||||||||||||
| Share based compensation | - | |||||||||||||||||||||||
| Foreign currency translation adjustment | - | |||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of May 31, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| FOR THE THREE MONTHS ENDED MAY 31, 2022 | ||||||||||||||||||||||||
| COMMON STOCK | ADDITIONAL | ACCUMULATED OTHER | TOTAL STOCKHOLDERS’ | |||||||||||||||||||||
Number of shares | Amount | PAID IN CAPITAL | COMPREHENSIVE LOSS | ACCUMULATED DEFICITS | EQUITY (DEFICIT) | |||||||||||||||||||
| Balance as of March 1, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||
| Shares issued in private placement | ||||||||||||||||||||||||
| Shares issued to employees and consultants for stock award | ( | ) | ||||||||||||||||||||||
| Shares to be issued on conversion of convertible notes | ||||||||||||||||||||||||
| Share compensation | - | |||||||||||||||||||||||
| Foreign currency translation adjustment | - | |||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of May 31, 2022 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
See accompanying notes to the condensed consolidated financial statements.
| 5 |
LEADER CAPITAL HOLDINGS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In U.S. dollars)
| For the nine months ended | ||||||||
| May 31, 2023 | May 31, 2022 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Loss on change in fair value of convertible notes | ||||||||
| Loss on disposal | ||||||||
| Share based compensation | ||||||||
| Amortization of operating lease right-of-use assets | ||||||||
| Depreciation and amortization | ||||||||
| Exchange difference, net | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Prepayments, deposits and other receivables | ||||||||
| Inventory | ( | ) | ||||||
| Amount due to a director | ||||||||
| Deferred tax liabilities | ( | ) | ||||||
| Operating lease liabilities | ( | ) | ( | ) | ||||
| Contract liabilities | ( | ) | ||||||
| Accrued expenses and other payables | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchase of plant and equipment | ( | ) | ( | ) | ||||
| Acquisition of intangible assets | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from shares issued in private placement | ||||||||
| Proceeds from shares to be issued in private placement | ||||||||
| Loan from shareholders | ||||||||
| Repayment to shareholders | ( | ) | ( | ) | ||||
| Loan from a non-related party | ||||||||
| Repayment to a non-related party | ( | ) | ||||||
| Advance from shareholders | ||||||||
| Advance to shareholders | ( | ) | ||||||
| Advance to a director | ( | ) | ( | ) | ||||
| Advance from a director | ||||||||
| Net cash provided by financing activities | ||||||||
| Effects of exchange rate changes on cash and cash equivalents | ( | ) | ( | ) | ||||
| Net decrease in cash and cash equivalents | ( | ) | ( | ) | ||||
| Cash and cash equivalents, beginning of period | ||||||||
| CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | $ | ||||||
| SUPPLEMENTAL CASH FLOWS INFORMATION | ||||||||
| Cash paid for income taxes | $ | $ | ||||||
| Cash paid for interest | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES: | ||||||||
| Issuance of shares from conversion of convertible notes | $ | $ | ||||||
| Modification of convertible notes to loans | $ | $ | ||||||
| Lease liabilities arising from obtaining right-of-use assets | $ | $ | ||||||
See accompanying notes to the condensed consolidated financial statements.
| 6 |
LEADER CAPITAL HOLDINGS CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
For the nine months ended May 31, 2023 and 2022
(In U.S. dollars except for share data)
1. ORGANIZATION AND BUSINESS BACKGROUND
Leader Capital Holdings Corp. (“LCHD” or the “Company”) was incorporated on March 22, 2017 under the laws of the State of Nevada.
The Company, through its subsidiaries, mainly operates and services a mobile application investment platform.
| Company Name | Place/Date of Incorporation | Principal Activities | ||
| 1.
|
||||
| 2.
|
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
The
aggregate purchase price for the Acquisition was $
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 Name | Place/Date of Incorporation | Principal Activities | ||
| 1.
|
||||
| 2.
|
On March 15, 2023, the board of directors decided to dissolve LOC. LOC then entered into a de-registration process and its business was taken over by LCHD. Taichung City Government approved the dissolution on April 25, 2023. LOC also appointed a liquidator on February 20, 2023. The liquidator reported to the Court in May and shall complete the liquidation within 6 months. Within 15 days after the liquidation is completed, the various forms (including solvency certificate) are prepared and sent to the supervisor for review, and subject to the approval by shareholders, and reported to the court.
LCHD and its subsidiaries (including NPI and its subsidiaries) are hereinafter referred to as the “Company”.
| 7 |
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, 2022.
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, 2023, the Company has suffered recurring losses from operations, and records an accumulated deficit, a working capital deficit
and a shareholders’ deficit of $
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.
Affected by the COVID-19, the Company had to re-organize to improve its market competitiveness and to warrant the survival and future development. The Company also had downsized the operations to safeguard the financial position by reduction of labor costs, reduction of office space, and simplified operational procedures.
The Company’s reduction of labor costs were done through resignation and layoffs, whereas all layoffs were processed according to local governing labor laws.
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.
| 8 |
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 severity of the impact of the COVID-19 pandemic on the Company’s business will continue to depend on a number of factors, including, but not limited to, the duration and severity of the pandemic, the new variants of COVID-19, the efficacy and distribution of COVID-19 vaccines and the extent and severity of the impact on the global supply chain and the Company’s customers, service providers and suppliers, all of which are uncertain and cannot be reasonably predicted at this time. As of the date of issuance of the Company’s financial statements, the extent to which the COVID-19 pandemic may in the future materially impact the Company’s financial condition, liquidity or results of operations is uncertain. The Company is monitoring and assessing the evolving situation closely and evaluating its potential exposure. 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 condensed 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.
| 9 |
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 impairment of $
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. During the year ended August 31, 2022, the Company expects the reporting unit of FinTech App development not to generate profits in the near future. As a result, the goodwill was fully impaired as of August 31, 2022.
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.
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.
| 10 |
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 loyalty program was subsequently ended on April 30, 2023 after the Company withdrew from the investment platform service. The major accounting policy for its points program is described as follows:
The Company concludes the bonus points offered linked to the purchase transaction of the points is a material right and accordingly a separate performance obligation according to ASC 606, and should be taken into consideration when allocating the transaction price of the point sales. The Company also estimates the probability of points redemption when performing the allocation. The amount allocated to the bonus points as separate performance obligation is recorded as contract liability (deferred revenue) and revenue should be recognized when future goods or services are transferred. The Company will continue to monitor when and if forfeiture rate data becomes available and will apply and update the estimated forfeiture rate at each reporting period.
Since historical information is limited for the Company to determine any potential points forfeitures and most merchandise can be redeemed without requiring a significant amount of points compared with the amount of points provided to users, the Company has used an estimated forfeiture rate of zero.
Provision of software development service and maintenance service
The Company entered into several agreements with third party customers to assist the customers in the development of their mobile communications software and mobile e-commerce software. Income from provision of software development service and maintenance service are recognized when the service is performed.
Revenue by major product line
| For the nine months ended | For the three months ended | |||||||||||||||
| May 31, 2023 | May 31, 2022 | May 31, 2023 | May 31, 2022 | |||||||||||||
| Provision of investment platform services | $ | $ | $ | $ | ||||||||||||
| Provision of software development service and maintenance service | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
| 11 |
Revenue by Recognition Over Time vs Point in Time
| For the nine months ended | For the three months ended | |||||||||||||||
| May 31, 2023 | May 31, 2022 | May 31, 2023 | May 31, 2022 | |||||||||||||
| Revenue by recognition over time | $ | $ | $ | $ | ||||||||||||
| Revenue by recognition at a point in time | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
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, 2023, the Company’s remaining performance obligations were $
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. The Company withdrew from the investment platform service in February 2023 and the advance payment from FinMaster App would be refunded to customers upon requests received. The Company updated its assessment of amount of refunds and recognized the amounts received for which it did not expect to be entitled as a refund liability. Below is the summary presenting the movement of the Company’s contract liabilities for the nine months ended May 31, 2023 and 2022:
| Receipt in advance | 2023 | 2022 | ||||||
| Balance as of September 1 | $ | $ | ||||||
| Advances received from customers | ||||||||
| Revenue recognized | ( | ) | ( | ) | ||||
| Refund liability recognized | ( | ) | ||||||
| Exchange difference | ( | ) | ( | ) | ||||
| Balance as of May 31 | $ | $ | ||||||
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, 2023 and 2022, the total R&D expenses were $
For
the three months ended May 31, 2023 and 2022, the total R&D expenses were $
| 12 |
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, 2023 and 2022, advertising costs totaled $
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. The loyalty program was ended on April 30, 2023 after the Company withdrew from the investment platform service.
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, 2023 and 2022, redeemable point liability (credited) charged as sales and marketing expenses were $(
For
the three months ended May 31, 2023 and 2022, redeemable point liability (credited) charged as sales and marketing expenses were $(
As
of May 31, 2023 and August 31, 2022, liabilities recorded related to unredeemed points were $
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, 2023 and August 31, 2022 represents merchandise inventory which can be redeemed by deducting membership rewards points of customer loyalty program.
| 13 |
Leases
The Company determines if an arrangement is a lease or contains a lease at inception. Operating lease liabilities are recognized based on the present value of the remaining lease payments, discounted using the discount rate for the lease at the commencement date. As the rate implicit in the lease is not readily determinable for the operating lease, the Company generally uses an incremental borrowing rate based on information available at the commencement date to determine the present value of future lease payments. Operating lease right-of-use (“ROU assets”) assets represent the Company’s right to control the use of an identified asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets are generally recognized based on the amount of the initial measurement of the lease liability. Lease expense is recognized on a straight-line basis over the lease term. The Company elected the package of practical expedients permitted under the transition guidance to combine the lease and non-lease components as a single lease component for operating leases associated with the Company’s office space lease, and to keep leases with an initial term of 12 months or less off the balance sheet and recognize the associated lease payments in the consolidated statements of income on a straight-line basis over the lease term.
The operating lease is included in operating lease right-of-use assets, operating lease liabilities-current and operating lease liabilities-non-current on the Company’s consolidated balance sheets.
Plant and Equipment
Plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational:
| Expected useful life | ||||
| Furniture and fixture | ||||
| Office equipment | ||||
| Leasehold improvement | ||||
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:
| Investment platform | ||||
| Technical know-hows | ||||
| Trademarks |
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.
| 14 |
Employee benefits
The
Taiwan subsidiary also operates a Defined Contribution Pension Plan under the Labor Pension Act (the Act) for employees in Taiwan. The
Act stipulated that the contribution rate by the employer per month shall not be less than
Full
time employees of the Company in the PRC participate in a government mandated defined contribution plan, pursuant to which certain pension
benefits, medical care, employee housing fund and other welfare benefits are provided to the employees. Chinese labor regulations require
that the PRC subsidiary of the Company make contributions to the government for these benefits based on certain percentages of the employees’
salaries, up to a maximum amount specified by the local government. The Company has no legal obligation for the benefits beyond the contributions
made. Total amounts of such employee benefit expenses, which were expensed as incurred, were approximately $
The
Hong Kong subsidiary operates a Mandatory Provident Fund (“MPF”) scheme for all qualifying employees in Hong Kong. The MPF
is a defined contribution scheme and the assets of the scheme are managed by a trustee independent of the Company. The MPF is available
to all employees aged 10 to 64 with a least 60 days of service under the employment of the Company in Hong Kong. Contributions are made
by the Company to a cap of HK$
Income taxes
Income taxes are determined in accordance with the provisions of Accounting Standards Codification (“ASC”) Topic 740, “Income Taxes” (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
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.
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.
The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic income/(loss) per share is computed by dividing the net income/(loss) by the weighted-average number of shares of common stock outstanding during the period. Diluted income per share is computed similar to basic income/(loss) per share except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the potential common stock equivalents had been issued and if the additional shares of common stock were dilutive. The following table presents a reconciliation of basic and diluted net loss per share:
| For the nine months ended | For the three months ended | |||||||||||||||
| May 31, 2023 | May 31, 2022 | May 31, 2023 | May 31, 2022 | |||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average number of shares of common stock outstanding - Basic and diluted** | ||||||||||||||||
| Net loss per share - Basic and diluted | $ | ) | $ | ) | $ | )* | $ | ) | ||||||||
| * | ||
| ** |
| 15 |
Stock-based compensation
The Company accounts for share-based compensation awards to officers, directors, employees, and for acquiring goods and services from nonemployees in accordance with FASB ASC Topic 718, “Compensation – Stock Compensation”, which requires that share-based payment transactions be measured based on the grant-date fair value of the equity instrument issued and recognized as compensation expense over the vesting period. The Company accounts for forfeitures when they occur.
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$”) and United States Dollars (“US$”) respectively, which are the primary currencies of the economic environment in which the entities operate (the functional currencies).
In general, for consolidation purposes, the assets and liabilities of the Company’s subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from the translation of the financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statement of retained earnings.
Translation of amounts from foreign currencies into US$ has been made at the following exchange rates for the respective periods:
As of May 31, 2023 | As of August 31, 2022 | |||||||
| Period-end NT$ : US$ 1 exchange rate | ||||||||
| Period-end RMB : US$ 1 exchange rate | ||||||||
| For the nine months ended, | ||||||||
| May 31, 2023 | May 31, 2022 | |||||||
| Period average NT$ : US$ 1 exchange rate | ||||||||
| Period average RMB : US$ 1 exchange rate | ||||||||
| 16 |
Related Parties
Parties, which can be a corporation or an individual, are considered to be related if the Company has the ability to, directly or indirectly, control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
Convertible instruments
The Company accounts for hybrid contracts that feature conversion options in accordance with U.S. GAAP. ASC 815 “Derivatives and Hedging Activities,” (“ASC 815”) requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria includes circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured 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.
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
Recently Adopted Accounting Standards
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 Company adopted ASU 2021-04 effective September 1, 2022. The adoption of ASU 2021-04 did not have any impact on the Company’s condensed consolidated financial statement presentation or disclosures.
| 17 |
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 adopted ASU 2021-10 effective September 1, 2022. The adoption of ASU 2021-04 did not have any impact on the Company’s condensed consolidated financial statement presentation or disclosures.
Recently issued 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. In March 2022, the FASB issued ASU 2022-02, Topic 326. The ASU eliminates the accounting guidance for trouble debt restructurings by creditors in Subtopic 310-40, and enhances the disclosure requirements for modifications of loans to borrowers experiencing financial difficulty. Additionally, the ASU requires disclosure of gross writeoffs of receivables by year of origination for receivables within the scope of Subtopic 326-20, Financial Instruments - Credit Losses - Measured at Amortized Cost. This ASU is effective for periods beginning after December 15, 2022. The Company is currently evaluating the impact that the adoption of ASU 2016-13 and ASU 2022-02 will have on its condensed 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 does not expect the impact of this guidance to have a material impact on the Company’s condensed consolidated financial statements.
In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires the recognition and measurement of contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers. This creates an exception to the general recognition and measurement principles in ASC 805. As a smaller reporting company, ASU 2021-08 will be effective for the Company for interim and annual reporting periods beginning after December 15, 2023, with early adoption permitted. The amendments in this ASU should be applied prospectively to business combinations occurring on or after the effective date of the amendments. The Company does not anticipate that the adoption of this guidance will have a material impact on the condensed consolidated financial statements.
In March 2023, the FASB issued ASU 2023-01, Lease (Topic 842): Common Control Arrangements, which clarifies the accounting for leasehold improvements associated with leases between entities under common control (hereinafter referred to as common control lease). ASU 2023-01 requires entities to amortize leasehold improvements associated with common control lease over the useful life to the common control group (regardless of the lease term) as long as the lessee controls the use of the underlying asset through a lease, and to account for any remaining leasehold improvements as a transfer between entities under common control through an adjustment to equity when the lessee no longer controls the underlying asset. This ASU will be effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been made available for issuance. An entity may apply ASU 2023-01 either prospectively or retrospectively. The Company is currently evaluating the impact that the adoption of ASU 2023-01 will have on the Company’s condensed consolidated financial statement presentations and disclosures.
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 condensed consolidated financial statement presentation or disclosures.
| 18 |
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 $
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.
| Cash and cash equivalents | $ | |||
| Prepayments, deposits and other receivables | ||||
| Due from a shareholder | ||||
| Right-of-use operating lease assets | ||||
| Plant and equipment, net | ||||
| Intangible assets- Technical know-hows | ||||
| Goodwill | ||||
| Other payables and accrued liabilities | ( | ) | ||
| Contract liabilities | ( | ) | ||
| Due to shareholders | ( | ) | ||
| Operating lease liability | ( | ) | ||
| Tax payable | ( | ) | ||
| Deferred tax liabilities | ( | ) | ||
| Net purchase price | $ | |||
| Less: Outstanding NPI debt owed to the Company | ||||
| Accounts receivable | ||||
| Notes payable | ( | ) | ||
| $ |
The
transaction resulted in a purchase price allocation of $
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. Goodwill was fully impaired as of August 31, 2022.
| 19 |
4. PLANT AND EQUIPMENT, NET
Plant and equipment as of May 31, 2023 and August 31, 2022 are summarized below:
| As
of May 31, 2023 | As
of August 31, 2022 | |||||||
| Furniture and fixtures | $ | $ | ||||||
| Office equipment | ||||||||
| Leasehold improvement | ||||||||
| Total | ||||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||
| Plant and Equipment, net | $ | $ | ||||||
Depreciation
expenses, classified as operating expenses, were $
5. INTANGIBLE ASSETS, NET
Intangible assets costs as of May 31, 2023 and August 31, 2022 are summarized below:
| As
of May 31, 2023 | As
of August 31, 2022 | |||||||
| Investment platform | $ | $ | ||||||
| Technical know-hows | ||||||||
| Trademarks | ||||||||
| Total | ||||||||
| Less: Accumulated amortization | ( | ) | ( | ) | ||||
| Impairment | ( | ) | ( | ) | ||||
| Intangible assets, net | $ | $ | ||||||
Amortization
expense for intangible assets was $
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.
As of May 31, 2023, amortization expenses related to intangible assets for future periods are estimated to be as follows:
| 2023 (remaining period) | $ | |||
| 2024 | ||||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| 2028 and thereafter | ||||
| Total | $ |
| 20 |
6. NON-MARKETABLE EQUITY SECURITIES
On August 5, 2022, the Company obtained an aggregate of shares of common stock, par value $ per share of DFP Holdings Limited (“DFP”), a Nevada corporation, as return of software development service rendered (note 7), pursuant to the Software Development Agreement and Supplementary Agreement dated January 27, 2022 and June 28, 2022, respectively among DFP and LCHD.
DFP
engages in online higher education services. It is committed to promoting Asian talent education services, and cooperating with practical
entrepreneurs on both sides of the strait to offer courses related to business management and business marketing, assisting Taiwan’s
small and medium-sized corporations, entrepreneurs, and middle and high-level managers open up new ideas and improve their business vision.
As of May 31, 2023 and August 31, 2022, the Company held
7. RELATED PARTY TRANSACTIONS AND BALANCES
| Name of Entity or Individual | Relationship with the Company | |
| DFP Holdings Limited (“DFP”) | ||
| Reblood Biotech Corp. | ||
| Reblood Biotech Limited | ||
| Asia Pacific Integrating System Limited | ||
| Yi-Hsiu Lin | ||
| Jui-Chin Chen | ||
| Teh-Ling Chen | ||
| CPN Investment Limited | ||
| Kuo-Hsun Hsu | ||
| Chun-Shuo Huang | ||
| Yu-Cheng Tu | ||
| Chin-Chiang Wang | ||
| Ching-Nan Wang | ||
| Chin-Ping Wang | ||
| Shih-Chu Lo | ||
| Chang-Ming Lu | ||
| Chien Chiao |
| (a) | |
| (b) | |
| (c) |
Related party transactions:
The Company entered into the following significant related party transactions:
| For the nine months ended | For the three months ended | |||||||||||||||
| May 31, 2023 | May 31, 2022 | May 31, 2023 | May 31, 2022 | |||||||||||||
| Provision of software development service to DFP (a) | $ | $ | $ | $ | ||||||||||||
| Provision of software maintenance service to DFP (a) | ||||||||||||||||
| Rental expense to Yu-Cheng Tu (b) | ( | ) | ||||||||||||||
| Rental expense to Reblood Biotech Limited (d) | ||||||||||||||||
| Interest expense to: | ||||||||||||||||
| Teh-Ling Chen (Note 13) | ||||||||||||||||
| CPN Investment Limited (c) | ||||||||||||||||
| Chun-Shuo Huang (Note 10(a)) | ||||||||||||||||
| Ching-Nan Wang (Note 12) | ||||||||||||||||
| Jui-Chin Chen (Note 10(b) and 13) | ||||||||||||||||
| Chang-Ming Lu (Note 10(h)) | ||||||||||||||||
| Chin-Chiang Wang (Note 10(c) and 13) | ||||||||||||||||
| Chin-Ping Wang (Note 13) | ||||||||||||||||
| Ching-Nan Wang (Note 13) | ||||||||||||||||
| (a) |
| 21 |
| (b) | |
| (c) | |
| (d) | |
| (e) | NTD |
Related party balances:
Apart from the above, the Company recorded the following significant related party balances as of May 31, 2023 and August 31, 2022:
| As
of May 31, 2023 | As
of August 31, 2022 | |||||||
| Accounts receivable from related parties | ||||||||
| Receivables from DFP | $ | $ | ||||||
Up to the date of this report, DFP had repaid $ to the Company.
| As
of May 31, 2023 | As
of August 31, 2022 | |||||||
| Contract liabilities due to related parties | ||||||||
| due to DFP | $ | $ | ||||||
| due to Asia Pacific Integrating System Limited | $ | $ | ||||||
| 22 |
The Company entered into an agreement with a third party customer to assist the customer in the development of their mobile e-commerce software on August 31, 2022. Up to the date of this report, $ of the above contract liabilities had been utilized.
| As
of May 31, 2023 | As
of August 31, 2022 | |||||||
| Accrued interests payable to related parties | ||||||||
| Ching-Nan Wang (note 12) | $ | $ | ||||||
| Chun-Shuo Huang (note 10 (a)) | ||||||||
| Jui-Chin Chen (note 10(b)) | ||||||||
| Chin-Chiang Wang (note 10(c)) | ||||||||
| CPN Investment Limited (note 10(g)) | ||||||||
| Chang-Ming Lu (note 10(h)) | ||||||||
| $ | $ | |||||||
8. PREPAYMENTS, DEPOSITS AND OTHER RECEIVABLES
| As
of May 31, 2023 | As
of August 31, 2022 | |||||||
| Rental and management fee deposits | $ | $ | ||||||
| Other prepaid expenses | ||||||||
| Staff advances | ||||||||
| Other taxes recoverable | ||||||||
| Less: non-current portion | ||||||||
| Rental and management fee deposits | ||||||||
| Prepayments, deposits and other receivables, non-current | ||||||||
| Prepayments, deposits and other receivables, current | $ | $ | ||||||
9. ACCRUED EXPENSES AND OTHER PAYABLES
| As
of May 31, 2023 | As
of August 31, 2022 | |||||||
| Accrued interests (Note 7, 10 and 12) | $ | |||||||
| Accrued payroll | ||||||||
| Other accrued expenses | ||||||||
| Other taxes payable | ||||||||
| Refund liabilities | ||||||||
| Point liabilities | ||||||||
| $ | ||||||||
| 23 |
| As
of May 31, 2023 | As
of August 31, 2022 | |||||||
| Other loans from shareholders: | ||||||||
| Jui-Chin Chen (b) | $ | ( | ) | $ | ( | ) | ||
| Chun-Shuo Huang (a) | ( | ) | ( | ) | ||||
| Mei-Ying Huang (d) | ( | ) | ( | ) | ||||
| Chin-Chiang Wang (c) | ( | ) | ( | ) | ||||
| CPN Investment Limited (g) | ( | ) | ||||||
| Chang-Ming Lu (h) | ( | ) | ||||||
| Total (Note 11) | ( | ) | ( | ) | ||||
| Less: Other loans from shareholders, non-current | ||||||||
| $ | ( | ) | $ | ( | ) | |||
| Due to a director - current: | ||||||||
| Yi-Hsiu Lin (e) | $ | ( | ) | $ | ( | ) | ||
| Due to shareholders - current: | ||||||||
| Yu-Cheng Tu (e) | $ | ( | ) | $ | ( | ) | ||
| Hung-Pin Cheng (e) | ( | ) | ( | ) | ||||
| Mei-Ying Huang (e) | ( | ) | ( | ) | ||||
| Shih-Chu Lo (e) | ( | ) | ( | ) | ||||
| Jun-Yuan Chen (e) | ( | ) | ( | ) | ||||
| Kuo-Hsun Hsu (e) | ( | ) | ||||||
| Total | $ | ( | ) | $ | ( | ) | ||
| (a) | |
| (b) | |
| (c) | |
| (d) | |
| (e) | |
| (f) | NTD |
| (g) | |
| (h) | |
| (i) | The
Company borrowed an non-interest bearing loan of NTD |
| 24 |
11. OTHER LOANS
| As
of May 31, 2023 | As
of August 31, 2022 | |||||||
| Other loans: | ||||||||
| - from shareholders (note 10) | $ | $ | ||||||
| - from a non-related party | ||||||||
| Less: Other loan, non-current: | ( | ) | ( | ) | ||||
| $ | $ | |||||||
On
September 15, 2022, the Company borrowed non-interest bearing loan of NTD
12. BONDS PAYABLE
The
Company entered into a Bond Purchase Agreement with Ching-Nan Wang (who became the Company’s shareholder in May 2021) on August
14, 2019, pursuant to which the Company issued and sold to the purchaser a bond at an aggregate purchase price of $
13. 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 $
| Principal amount | Issue date | Maturity date | Interest rate | |||||||||||||
| Jui-Chin Chen (a) | % | |||||||||||||||
| Teh-Ling Chen (b) | % | |||||||||||||||
| Chin-Ping Wang (c) | % | |||||||||||||||
| Chin-Nan Wang (d) | % | |||||||||||||||
| Chin-Chiang Wang (d) | % | |||||||||||||||
| Teh-Ling Chen (e) | % | |||||||||||||||
| $ | ||||||||||||||||
| (a) | |
| (b) |
| 25 |
| (c) | |
| (d) | |
| (e) |
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 $
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.
During
the nine months ended May 31, 2023 and 2022, interest of $ and $
During
the three months ended May 31, 2023 and 2022, interest of $ and $
14. INCOME TAXES
For the period ended May 31, 2023 and 2022, the local (United States) and foreign components of loss before income tax were comprised of the following:
| Nine months ended | Three months ended | |||||||||||||||
| May 31, 2023 | May 31, 2022 | May 31, 2023 | May 31, 2022 | |||||||||||||
| Tax jurisdictions from: | ||||||||||||||||
| - Local | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| - Foreign, representing | ||||||||||||||||
| Seychelles | ||||||||||||||||
| British Virgin Islands | ( | ) | ( | ) | ( | ) | ||||||||||
| Taiwan | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| PRC | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Hong Kong | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss before income tax | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| 26 |
The components of the benefit for income taxes expenses are:
| Nine months ended | Three months ended | |||||||||||||||
| May 31, 2023 | May 31, 2022 | May 31, 2023 | May 31, 2022 | |||||||||||||
| Current | $ | $ | $ | $ | ||||||||||||
| Deferred | ( | ) | ( | ) | ||||||||||||
| Total income tax benefit | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
The benefit for income taxes consisted of the following:
| Nine months ended | Three months ended | |||||||||||||||
| May 31, 2023 | May 31, 2022 | May 31, 2023 | May 31, 2022 | |||||||||||||
| Loss before income taxes | $ | ( | ) | ( | ) | ( | ) | $ | ( | ) | ||||||
| Statutory income tax rate | % | % | % | % | ||||||||||||
| Income tax credit computed at statutory income rate | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Reconciling items: | ||||||||||||||||
| Non-deductible expenses | ||||||||||||||||
| Share-based payments | ||||||||||||||||
| Tax effect of tax exempt entity | ( | ) | ||||||||||||||
| Rate differential in different tax jurisdictions | ( | ) | ( | ) | ( | ) | ||||||||||
| Valuation allowance on deferred tax assets | ||||||||||||||||
| Income tax benefit | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
United States of America
The
Company is registered in the State of Nevada and is subject to the tax laws of the United States of America. As of May 31, 2023, the
operations in the United States of America incurred $
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.
British Virgin Islands
NPI is tax exempted in the British Virgin Islands where it was incorporated.
Taiwan
LOC
is subject to corporate income tax (“CIT”) in Taiwan. Since January 1, 2018, the CIT rate in Taiwan is
| 27 |
PRC
BJDC
is subject to corporate income tax (“CIT”) at
Hong Kong
JFB
is subject to Hong Kong Profits Tax, which is charged at the statutory income rate of
| May 31, 2023 | August 31, 2022 | |||||||
| Deferred tax assets: | ||||||||
| Net operating loss carryforwards | ||||||||
| – United States of America | $ | ( | ) | $ | ( | ) | ||
| – Taiwan | ( | ) | ( | ) | ||||
| – PRC | ( | ) | ( | ) | ||||
| – Hong Kong | ||||||||
| Less: valuation allowance | ||||||||
| $ | $ | |||||||
15. COMMON STOCK
On
September 1, 2021, the Company renewed the employment agreement with Yi-Hsiu Lin for additional
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 -year term. For his service as a director, Mr. Cheng would receive an annual compensation, prorated for any partial
year, in the form of $
| 28 |
On
March 1, 2021, the Company renewed the consulting agreement with a consultant to provide business advisory services to the Company for
a -year term. Pursuant to the agreement, the Company agreed to pay the consultant a fee of $
On
June 30, 2020, the Company’s board of directors agreed to grant a new employee of JFB, (i) shares of restricted common
stock in connection with such employee’s employment (the “Inducement Shares”) and (ii) 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. The fair value of the shares of restricted common stock to be issued to him was $
The Company issued shares of common stock for the acquisition of NPI in August 2020 (Note 1).
On
August 1, 2020, the Company entered into a -year consulting services agreement with a company. Pursuant to the agreement, the Company
agreed to pay the provider an annual compensation of $
On
November 1, 2020, the Company entered into -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 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 $
On February 8, 2021, the Company and First Leader Capital Ltd. mutually agreed to further forfeit and surrender shares (the “Surrendered Shares”) of the Company’s common stock, par value $ 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.
| 29 |
On May 17, 2021, the Company and First Leader Capital Ltd., again, mutually agreed to forfeit and surrender shares (the “Surrendered Shares”) of the Company’s common stock, par value $ 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
. Per the terms of the offer letter, Mr. Hsu will receive a monthly remuneration of NT$
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 . For his services, Mr. Chiao will receive a monthly remuneration
of RMB
On
December 21, 2021, pursuant to the 2021 Equity Incentive Plan, the Company granted an aggregate of 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 $ 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 $
On January 26, 2022, the shareholders- Chin-Ping Wang and Ching-Nan Wang, submitted conversion notices to the Company converting all of the outstanding balances of their Convertible Notes payable (Note 13) into an aggregate of 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.
On May 12, 2022, the shareholder- Teh-Ling Chen submitted conversion notice to the Company converting all of the outstanding balance of his Convertible Notes payable (Note 13) into an aggregate of 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.
On June 17, 2022, shares of the Company were issued to shareholder- Teh-Ling Chen for the repayment of loan balance and accrued interest.
On
October 1, 2022, the Company entered into consultant agreement with Shou-Hung Hsu for two years. Pursuant to the agreement, Mr. Hsu was
compensated at $
On February 20, 2023, the Company appointed a third
party as liquidator of LOC. The party will receive remuneration of $
On
February 28, 2023, the Company dismissed ten employees located in Beijing and was liable to pay severance payment of $
On
March 15, 2023, the Company issued an offer letter to Kuo-Kang Chang, pursuant to which Mr. Chang agreed to serve as senior VP of
marketing and branding strategy for . For his services, Mr. Chang will receive an annual remuneration of $
On
April 20, 2023, the Company entered into consultant agreement with Yueh-Hung Chou for one year. Pursuant to the agreement, Mr. Chou
will be compensated at NT$
From
May 2020 to August 2021, the Company entered into securities purchase agreements with several accredited investors whereby the investors
purchased a total of shares of the Company’s common stock at an average price of $ per share. The Company received
aggregate gross proceeds of $
From
September 2021 to August 2022, the Company entered into securities purchase agreements with several accredited investors whereby the
investors purchased a total of shares of the Company’s common stock at an average price of $ per share. The Company
received aggregate gross proceeds of $
| 30 |
From
October 2022 to April 2023, the Company entered into securities purchase agreements with
several accredited investors whereby the investors purchased a total of shares
of the Company’s restricted common stock at an average price of $ per share. The
Company received aggregate gross proceed of $
In
May 2023, the Company received aggregate gross proceeds of $
As of May 31, 2023, unrecognized share-based compensation expense was $.
As of May 31, 2023, shares were granted to employees and vested but not yet issued.
16. COMMITMENTS AND CONTINGENCIES
During
the period ended May 31, 2023, 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, 2023 and
2022 were $
The components of lease costs, lease term and discount rate with respect of leases with an initial term of at least 12 months are as follows:
| For the nine months ended | ||||||||
| May 31, 2023 | May 31, 2022 | |||||||
| Operating lease cost – classified as general and administrative expenses | $ | $ | ||||||
| Weighted Average Remaining Lease Term – Operating leases | ||||||||
| Weighted Average Discounting Rate – Operating leases | % | % | ||||||
The following is a schedule, by years, of maturities of lease liabilities as of May 31, 2023:
| Operating leases | ||||
| 2023 (remaining period) | $ | |||
| 2024 | ||||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| Thereafter | ||||
| Total undiscounted cash flows | ||||
| Less: imputed interest | ( |
) | ||
| Present value of lease liabilities | $ | |||
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 $
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 $
17. SUBSEQUENT EVENTS
In
June 2023, the Company received aggregate gross proceeds of $
A
further loan of $
On July 31, 2023, the bond was extended to August 14, 2024 and other terms were subject to further negotiation.
The director, Yi-Hsiu Lin and three individuals signed a memorandum of
understanding (“MOU”) on developing application for AIR Office. Later, a non-related company which was owned by an employee
of the Company entered into service agreement with JFB to execute the MOU for 5 months on July 12, 2023. NTD
| 31 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of our financial condition and results of operations should be read together with our unaudited financial statements and related notes appearing elsewhere in this Form 10-Q and our audited financial statements and related notes for the year ended August 31, 2022 included in our most recent annual report on Form 10-K. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors.
Company Overview
Leader Capital Holdings Corp. is an early stage technology company that conducts its operations through its wholly owned subsidiaries, Leader Financial Group Limited, a Seychelles corporation incorporated on March 6, 2017 (“LFGL”), and JFB Internet Service Limited, a Hong Kong corporation incorporated on July 6, 2017 (“JFB”).
Through LFGL, we act as the service provider for a mobile application investment platform that is owned by JFB. The platform connects investors with financial service providers in an effort to sharpen operational efficiency and seeks to address customer demands for more innovative services. It is a ready-made application created to meet the needs of financial service providers, especially trust companies and insurance companies. The platform is customizable and each financial institution can adjust the platform to better suit their client’s needs.
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.
With continued losses suffered since the acquisition, we decided to cease the operation of LOC to cut the loss. LOC entered into a de-registration process and its business was taken over by LCHD. Taichung City Government approved the dissolution on April 25, 2023.
| 32 |
We have incurred significant operating losses. As of May 31, 2023 and August 31, 2022, our accumulated deficits were $37,101,862 and $34,921,164, respectively. We generated revenue of $364,182 and $156,527 for the nine months ended May 31, 2023 and 2022, respectively. Our net losses were principally attributed to general and administrative expenses.
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, 2023, we have suffered recurring losses from operations, and recorded an accumulated deficit, a working capital deficit and a shareholders’ deficit of $37,101,862, $2,525,159 and $2,671,199, 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. 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 2023. 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.
Affected by the COVID-19, the Company had to re-organize to improve its market competitiveness and to warrant the survival and future development. The Company also had downsized the operations to safeguard the financial position by reduction of labor costs, reduction of office space, and simplified operational procedures.
The Company’s reduction of labor costs were done through resignation and layoffs, whereas all layoffs were processed according to local governing labor laws.
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.
Liquidity and Capital Resources
The following table sets forth a summary of our cash flows for the periods indicated:
| For the nine months ended | ||||||||
| May 31, 2023 | May 31, 2022 | |||||||
| Net cash used in operating activities | $ | (1,200,436 | ) | $ | (2,367,049 | ) | ||
| Net cash used in investing activities | (1,102 | ) | (39,856 | ) | ||||
| Net cash provided by financing activities | 1,156,372 | 1,930,446 | ||||||
| Cash and cash equivalents, beginning of period | 213,270 | 787,154 | ||||||
| Effects of exchange rate changes on cash and cash equivalents | (5,302 | ) | (11,900 | ) | ||||
| Cash and cash equivalents, end of period | $ | 162,802 | $ | 298,795 | ||||
| 33 |
Cash Used in Operating Activities
Net cash used in operating activities for the nine months ended May 31, 2023 and 2022 was $1,200,436 and $2,367,049, 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, 2023 and 2022 was $1,102 and $39,856, respectively. The net cash used in investing activities was related to the acquisition of plant and equipment.
Cash Provided by Financing Activities
Net cash provided by financing activities for the nine months ended May 31, 2023 and 2022 was $1,156,372 and $1,930,446, respectively. The cash provided by financing activities were related to the issuance of shares in private placement, and advances from shareholders and a director and partially offset by the repayment to shareholders and directors.
Results of Operations
Comparison for the nine months ended May 31, 2023 and 2022
| For the nine months ended | ||||||||
| May 31, 2023 | May 31, 2022 | |||||||
| Revenue | $ | 364,182 | $ | 156,527 | ||||
| Research and development expenses | (243,469 | ) | (366,040 | ) | ||||
| Sales and marketing expenses | 50,906 | (272,801 | ) | |||||
| General and administrative expenses | (2,155,333 | ) | (4,590,793 | ) | ||||
| Loss from operations | (1,983,714 | ) | (5,073,107 | ) | ||||
| Interest expenses | (94,788 | ) | (62,338 | ) | ||||
| Loss on change in fair value of convertible notes | - | (3,983,877 | ) | |||||
| Other expense | (102,196 | ) | (164,526 | ) | ||||
| Loss before income tax | (2,180,698 | ) | (9,283,848 | ) | ||||
| Income tax benefit | - | 13,447 | ||||||
| Net loss | $ | (2,180,698 | ) | $ | (9,270,401 | ) | ||
Revenue
From September 2020, we generated revenue from a new, more comprehensive mobile application, which we refer to as the FinMaster App. We also provided software development and maintenance services.
We generated revenue of $364,182 and $156,527 for the nine months ended May 31, 2023 and 2022, respectively. The increment of revenue was arisen from the new custom-made app project commenced in the current fiscal year.
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Research and Development Expenses
Research and development expenses for the nine months ended May 31, 2023 and 2022 amounted to $243,469 and $366,040, 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 (income) expenses were $(50,906) and $272,801 for the nine months ended May 31, 2023 and 2022, 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 nine months ended May 31, 2023, and the sales and marketing expenses decreased. The loyalty program was ended on April 30, 2023 after the Company withdrew from the investment platform service. The reduction of redeemable point balances resulted in the reversal of point liabilities provision of $70,495.
General and Administrative Expenses
General and administrative expenses were $2,155,333 and $4,590,793 for the nine months ended May 31, 2023 and 2022, respectively. The decrease was mainly resulted from a decrease in computer and networking, share-based compensation and payroll from $410,789, $2,259,025 and $930,033, respectively for the nine months ended May 31, 2022 to $180,670, $655,144 and $475,382, respectively for the nine months ended May 31, 2023.
Loss on change in fair value of convertible notes
We incurred a fair value loss of $nil and $3,983,877 on our convertible promissory notes for the nine months ended May 31, 2023 and 2022, respectively. 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 nine months ended May 31, 2023 amounted to $102,196 as compared to $164,526 in the same period of prior year. Other expense mainly consists of the exchange difference, net which was exchange differences arose from the depreciation/appreciation of NTD and RMB against USD for inter-group remittance.
Net Loss
Our net loss was $2,180,698 and $9,270,401 for the nine months ended May 31, 2023 and 2022, respectively. The net loss was mainly derived from our general and administrative expenses.
Comparison for the three months ended May 31, 2023 and 2022
| For the three months ended | ||||||||
| May 31, 2023 | May 31, 2022 | |||||||
| Revenue | $ | 15,721 | $ | 134,091 | ||||
| Research and development expenses | (26,781 | ) | (104,861 | ) | ||||
| Sales and marketing expenses | 67,852 | (25,265 | ) | |||||
| General and administrative expenses | (687,606 | ) | (1,809,371 | ) | ||||
| Loss from operations | (630,814 | ) | (1,805,406 | ) | ||||
| Interest expenses | (33,187 | ) | (11,642 | ) | ||||
| Loss on change in fair value of convertible notes | - | (2,802,547 | ) | |||||
| Other expense | (70,694 | ) | (159,003 | ) | ||||
| Loss before income tax | (734,695 | ) | (4,778,598 | ) | ||||
| Income tax benefit | - | 4,483 | ||||||
| Net loss | $ | (734,695 | ) | $ | (4,774,115 | ) | ||
Revenue
From September 2020, we generated revenue from a new, more comprehensive mobile application, which we refer to as the FinMaster App. We also provided software development and maintenance services.
We generated revenue of $15,721 and $134,091 for the three months ended May 31, 2023 and 2022, respectively. The decline of revenue was due to maintenance services rendered in current period as compared to the new custom-made app project commenced during the third quarter of prior fiscal year.
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Research and Development Expenses
Research and development expenses for the three months ended May 31, 2023 and 2022 amounted to $26,781 and $104,861, 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 (income) expenses were $(67,852) and $25,265 for the three months ended May 31, 2023 and 2022, 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, 2023, and the sales and marketing expenses decreased. The loyalty program was ended on April 30, 2023 after the Company withdrew from the investment platform service. The reduction of redeemable point balances resulted in the reversal of point liabilities provision of $69,018.
General and Administrative Expenses
General and administrative expenses were $687,606 and $1,809,371 for the three months ended May 31, 2023 and 2022, respectively. The decrease was mainly resulted from a decrease in computer and networking, share-based compensation and payroll from $131,472, $1,122,585 and $229,221, respectively for the three months ended May 31, 2022 to $13,409, $212,919 and $125,015, respectively for the three months ended May 31, 2023.
Loss on change in fair value of convertible notes
We incurred a fair value loss of $nil and $2,802,547 on our convertible promissory notes for the three months ended May 31, 2023 and 2022, respectively. 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, 2023 amounted to $70,694 as compared to $159,003 in the same quarter of prior year. Other expense mainly consists of the exchange difference, net which was exchange differences arose from the depreciation/appreciation of NTD and RMB against USD for inter-group remittance.
Net Loss
Our net loss was $734,695 and $4,774,115 for the three months ended May 31, 2023 and 2022, respectively. The net loss was mainly derived from our general and administrative expenses.
Off-Balance Sheet Arrangements
As of May 31, 2023, 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.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
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Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15 under the Exchange Act, our management has carried out an evaluation, with the participation and under the supervision of our principal executive officer and principal financial and accounting officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of May 31, 2023. 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, 2023 due to the following material weaknesses in our internal control over financial reporting.
| 1. | We do not have an audit committee – While we are not obligated to have an audit committee, it is management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial reporting. Currently, our Chief Executive Officer and directors act in the capacity of the audit committee, and do not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities. |
| 2. | We do not have adequate written policies and procedures – Due to lack of adequate written policies and procedures for accounting and financial reporting, we did not establish a formal process to close our books monthly and account for all transactions in a timely manner. |
| 3. | We did not implement appropriate information technology controls – As at August 31, 2022, we retained copies of all financial data and material agreements; however, there is no formal procedure or evidence of normal backup of our data or off-site storage of the data in the event of theft, misplacement, or loss due to unmitigated factors and we do not have sufficient control policies 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 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, 2023 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 a position to segregate duties consistent with control objectives and increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. |
| 2. | Prepare written policies and procedures for accounting and financial reporting to establish a formal process to close our books monthly on an accrual basis and account for all transactions, including equity and debt transactions, in a timely manner. |
| 3. | Add staff members to our management team to make sure that information required to be disclosed in our reports filed and submitted under the Exchange Act is recorded, processed, summarized and reported as and when required and the staff members will have segregated responsibilities with regard to these responsibilities. |
| 4. | Plan to hire professional consultant to review and assist the company to design and implement proper information technology controls and 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 2023.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ending May 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
There are no material pending legal proceedings as defined by Item 103 of Regulation S-K, to which we are a party or of which any of our property is the subject, other than ordinary routine litigation incidental to the Company’s business.
There are no proceedings in which any of the directors, officers or affiliates of the Company, or any registered or beneficial holder of more than 5% of the Company’s voting securities, is an adverse party or has a material interest adverse to that of the Company.
Item 1A. Risk Factors.
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.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Other than set forth below, there were no sales of unregistered securities during the quarter ended May 31, 2023 that were not previously reported on a Current Report on Form 8-K.
From September 2022 to April 2023, the Company entered into securities purchase agreements with several accredited investors whereby the investors purchased a total of 6,000,000 shares of the Company’s common stock at an average price of $0.13 per share. The Company received aggregate gross proceeds of $800,000. Pursuant to the terms of the securities purchase agreements, the investors have piggyback registration rights with respect to the shares. From May to June 2023, the Company received aggregate gross proceeds of $201,540 from several accredited investors whereby the investors intended to purchase a total of 4,030,000 shares of the Company’s restricted common stock, at an average price of $0.05 per share. The offers and sales 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.
6,000,000 shares were issued as of August 22, 2023.
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Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None.
Item 6. Exhibits.
* 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 CAPITAL HOLDINGS CORP | ||
| (Name of Registrant) | ||
| Date: August 25, 2023 | ||
| By: | /s/ Yi-Hsiu Lin | |
| Yi-Hsiu Lin | ||
| Chief Executive Officer, President, Treasurer and | ||
| Director (Principal Executive Officer and Principal | ||
| Financial Officer) | ||
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