UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~November~~May 3031, ~~2019~~2020

Commission File Number 333-203754

CHINA VTV LIMITED

(Exact name of registrant as specified in its charter)

Nevada		47-3176820
(State or other jurisdictionof incorporation or organization)		(I.R.S. EmployerIdentification No.)
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

New Times Centre, 393 Jaffe Road, Suite 17A, Wan Chai, Hong Kong

(Address of principal executive offices)(Zip Code)

+85267353339

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ¨ ☐ Yes x☒ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ¨ ☐ Yes x☒ No

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

Large accelerated filer ¨☐ Accelerated filer ¨☐ Non-accelerated filer ¨☐ Smaller reporting company x☒ (Do not check if a smaller reporting company) Emerging growth company x☒

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ ☐ Yes x☒ No

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

As of ~~February~~August 717, 2020, there were ~~258~~284,~~600~~280,000 shares of common stock issued and outstanding.

TABLE OF CONTENTS

PART I—FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements.	F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	4
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	1513
Item 4.	Controls and Procedures.	1513
PART II—OTHER INFORMATION
Item 1.	Legal Proceedings.	1614
Item 1A.	Risk Factors.	1614
Item 2.	Unregistered Sales of Securities and Use of Proceeds.	1614
Item 3.	Defaults Upon Senior Securities.	1614
Item 4.	Mine Safety Disclosures.	1614
Item 5.	Other Information.	1614
Item 6.	Exhibits.	1715

CAUTIONARY NOTE ON FORWARD LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements” which discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,” “forecast,” “potential,” “continue” and negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements. We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements.

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the headings “Risks Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K and its amendment filed with the Securities and Exchange Commission (the “SEC”); in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Report, and information contained in other reports that we file with the SEC. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.

There are important factors that could cause actual results to vary materially from those described in this report as anticipated, estimated or expected, including, but not limited to: competition in the industry in which we operate and the impact of such competition on pricing, revenues and margins, volatility in the securities market due to the general economic downturn; SEC regulations which affect trading in the securities of “penny stocks,” and other risks and uncertainties. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward- looking statements, even if new information becomes available in the future. Depending on the market for our stock and other conditional tests, a specific safe harbor under the Private Securities Litigation Reform Act of 1995 may be available. Notwithstanding the above, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) expressly state that the safe harbor for forward-looking statements does not apply to companies that issue penny stock. Because we may from time to time be considered to be an issuer of penny stock, the safe harbor for forward-looking statements may not apply to us at certain times.

PART I FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements.

CHINA VTV LIMITED.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Consolidated Balance Sheets	~~F-2~~	F-2
Consolidated Statements of Operations and Comprehensive Income (Loss)	~~F-3~~	F-3
Consolidated Statements of Changes in Stockholders Equity (Deficit)	F-4
Consolidated Statements of Cash Flows		F-5
Consolidated Statements of Cash Flows	F-5
Consolidated Statements of Stockholder’s Equity (Deficit)		F-4
Notes to Consolidated Financial Statements	~~F-6~~	F-6

F-1

CHINA VTV LIMITED
CONSOLIDATED BALANCE SHEETS
	November 30,			February 28,
	2019			2019
	(Unaudited)
Assets
Current Assets
Cash and cash equivalents	$	4,072		$	17,548
Total current assets		4,072			17,548
Property, plant, and equipment, net		97,009			-
Total Assets	$	101,081		$	17,548
Liabilities and Stockholders’ Deficit
Current Liabilities
Accounts payable		1,278			-
Accrued expenses		163,860			23,163
Due to related parties		888,328			592,739
Total current liabilities		1,053,466			615,902
Total liabilities		1,053,466			615,902
Stockholders’ Deficit
Common stock, par value $0.001, 600,000,000 shares authorized, 221,100,000 and 105,000,000 shares issued and outstanding as of November 30, 2019 and February 28, 2019, respectively		221,100			105,000
Additional paid-in capital		6,388,337			2,212,328
Accumulated deficit		(7,561,281	)		(2,914,919	)
Accumulated other comprehensive income (loss)		(541	)		(763	)
Total stockholders’ deficit		(952,385	)		(598,354	)
Total Liabilities and Stockholders’ Deficit	$	101,081		$	17,548

CHINA VTV LIMITED

CONSOLIDATED BALANCE SHEETS

	May 31,			February 29,
	2020			2020
	Unaudited			Audited
Assets
Current Assets
Cash	$	91,177		$	51,551
Accounts receivable		652,283			79,020
Advances to suppliers		5,066,081			8,648,546
Inventories		7,422,951			4,310,519
Copyrights, net		8,295,865			6,609,260
Other receivables and current assets		3,580,081			3,400,963
Total current assets		25,108,438			23,099,859
Investment in equity investees, net		3,255,252			3,275,929
Contingent receivable		608,914			608,914
Capital assets, net		678,489			693,192
Intangible assets, net		1,417,548			1,530,000
Goodwill		21,552,596			21,552,596
Right-of-use assets, net		63,180			78,638
Total Assets	$	52,684,417		$	50,839,128

Liabilities and Stockholders’ Equity (Deficit)
Current Liabilities
Accounts payable	$	611,677		$	601,671
Wages payable		361,385			304,509
Short-term debt		2,201,140			2,218,050
Interest payable		120,603			106,268
Due to related parties		2,470,867			3,819,200
Deferred revenue		4,346,200			2,547,180
Acquisition liabilities		36,931,000			36,931,000
Taxes payable		1,459,420			222,766
Lease liabilities		69,320			84,663
Other payables		545,347			4,331,023
Total current liabilities		49,116,959			51,166,330
Total liabilities		49,116,959			51,166,330

Stockholders’ Equity (Deficit)
Common stock, par value $0.001, 600,000,000 shares authorized, 284,280,000 and 284,280,000 shares issued and outstanding as of May 31, 2020 and February 29, 2020, respectively		284,280			284,280
Additional paid-in capital		6,896,216			3,681,379
Subscription receivables and shares issuable, net		(311,345	)		(446,025	)
Accumulated deficit		(2,924,933	)		(3,844,738	)
Accumulated other comprehensive loss		(236,173	)		(2,098	)
Total stockholders’ equity (deficit) attributable to the Company		3,708,045			(327,202	)
Noncontrolling interests		(140,587	)		-
Total shareholders' equity (deficit)		3,567,458			(327,202	)
Total Liabilities and Stockholders’ Equity	$	52,684,417		$	50,839,128

The accompanying notes are an integral part of these consolidated financial statements.

F-2

Table of Contents

CHINA VTV LIMITED ~~CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED)~~

	For The Three Months Ended						For The Nine Months Ended
	November 30,						November 30,
	2019			2018			2019			2018
Net revenue	$	18		$	-		$	3,846		$	-
Cost of revenue		6			-			1,282			-
Gross profit		12			-			2,564			-
Research and development expenses		-			1,386			-			863,528
Stock-based compensation expenses		4,292,109			-			4,292,109			-
General and administrative expenses		136,748			11,850			356,817			45,984
Total operating expense		4,428,857			13,236			4,648,926			909,512
Loss from operations before income taxes		(4,428,845	)		(13,236	)		(4,646,362	)		(909,512	)
Provision for income tax		-			-			-			-
Net loss	$	(4,428,845	)	$	(13,236	)	$	(4,646,362	)	$	(909,512	)
Other comprehensive income (loss):
Foreign currency translation gain		337			1,870			222			4,016
Comprehensive loss	$	(4,428,508	)	$	(11,366	)	$	(4,646,140	)	$	(905,496	)
Net loss per common share:
Basic and diluted	$	(0.02	)	$	(0.00	)	$	(0.02	)	$	(0.01	)
Weighted average number of common shares outstanding:
Basic and diluted		221,087,912			105,000,000			192,996,000			81,195,652

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

Unaudited

	For The Three Months Ended
	May 31, 2020			May 31, 2019

Net revenue	$	3,721,618		$	-
Cost of revenue		1,581,567			-
Gross profit		2,140,051			-

General and administrative expenses		1,326,517			103,039
Income (Loss) from operations		813,534			(103,039	)
Interest expense		(15,542	)		-
Investment impairment		(19,200	)		-
Other income		426			-
Income (Loss)		779,218			(103,039	)
Provision for income tax		-			-

Net income (loss)	$	779,218		$	(103,039	)
Net income (loss) attributable to noncontrolling interests		(140,587	)		-
Net income (loss) attributable to the Company		919,805			(103,039	)

Other comprehensive income (loss):
Foreign currency translation loss		(234,075	)		(227	)
Comprehensive income (loss)		685,730			(103,266	)

Net income (loss) per common share:
Basic and diluted	$	0.00		$	(0.00	)
Weighted average number of common shares outstanding:
Basic and diluted		284,280,000			137,655,435

The accompanying notes are an integral part of these consolidated financial statements.

F-3

Table of Contents

CHINA VTV LIMITED ~~CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) (UNAUDITED)~~

	Common Stock				Additional						AccumulatedOther			Stockholders’
	Number of shares		Amounts		Paid-inCapital			AccumulatedDeficit			ComprehensiveIncome (Loss)			Equity(Deficit)
Balance at February 28, 2019		105,000,000	$	105,000	$	2,212,328		$	(2,914,919	)	$	(763	)	$	(598,354	)
Issuance of common stock for the acquisition of China VTV Ltd.		115,550,000		115,550		(115,550	)		-			-			-
Net loss for the period		-		-		-			(217,517	)		-			(217,517	)
Foreign currency translation		-		-		-			-			(115	)		(115	)
Balance at August 31, 2019		220,550,000		220,550		2,096,778			(3,132,436	)		(878	)		(815,986	)
Compensation cost for strategic development agreement		-		-		250,000			-			-			250,000
Compensation cost for common stock issued		550,000		550		3,777,950			-			-			3,778,500
Compensation cost for stock options granted		-		-		263,609			-			-			263,609
Net loss for the period		-		-		-			(4,428,845	)		-			(4,428,845	)
Foreign currency translation		-		-		-			-			337			337
Balance at November 30, 2019		221,100,000	$	221,100	$	6,388,337		$	(7,561,281	)	$	(541	)	$	(952,385	)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

										Accumulated
	Common Stock				Additional		Subscription Receivables/						Accumulated Other						Total Stockholders’
	Common Stock				Additional					Other			Stockholders’
	Number of shares		Amounts		Paid-in Capital		Shares Issuable			Accumulated Deficit			Comprehensive Loss			Noncontrolling Interests			Equity (Deficit)
	Number of				Paid-in		Accumulated			Comprehensive			Equity
Balance at February 29, 2020		284,280,000	$	284,280	$	3,681,379	$	(446,025	)	$	(3,844,738	)	$	(2,098	)	$	-		$	(327,202	)
	shares		Amounts		Capital		Deficit			Income (Loss)			(Deficit)
Proceed received from subscriber								134,680												134,680
Balance at February 28, 2018		75,000,000	$	75,000	$	10,663	$	(1,949,895	)	$	(364	)	$	(1,864,596	)
Proceed received from sale of 15% interest in subsidiary						3,214,837														3,214,837
Net loss for the period		-		-		-		(896,276	)		-			(896,276	)
Net income for the period											919,805						(140,587	)		779,218
Sales of common stocks		30,000,000		30,000		-		-			-			30,000
Foreign currency translation														(234,075	)					(234,075	)
Foreign currency translation		-		-		-		-			2,146			2,146
Balance at May 31, 2020 (Unaudited)		284,280,000	$	284,280	$	6,896,216	$	(311,345	)	$	(2,924,933	)	$	(236,173	)	$	(140,587	)	$	3,567,458
Balance at August 31, 2018		105,000,000		105,000		10,663		(2,846,171	)		1,782			(2,728,726	)
Net loss for the period		-		-		-		(13,236	)		-			(13,236	)
Foreign currency translation		-		-		-		-			1,870			1,870
Balance at November 30, 2018		105,000,000	$	105,000	$	10,663	$	(2,859,407	)	$	3,652		$	(2,740,092	)

	Common Stock				Additional			Subscription Receivables/					Accumulated Other					Total
	Number of shares		Amounts		Paid-in Capital			Shares Issuable		Accumulated Deficit			Comprehensive Loss			Noncontrolling Interests		Stockholders’ Deficit
Balance at February 28, 2019		75,000,000	$	105,000	$	1,634,576		$	-	$	(2,337,167	)	$	(763	)	$	-	$	(598,354	)
Issuance of common stock for the acquisition of China VTV Ltd.		115,550,000		115,550		(115,550	)												-
Net loss for the period											(103,039	)					-		(103,039	)
Foreign currency translation														(227	)		-		(227	)
Balance at May 31, 2019 (Unaudited)		190,550,000	$	220,550	$	1,519,026		$	-	$	(2,440,206	)	$	(990	)	$	-	$	(701,620	)

The accompanying notes are an integral part of these consolidated financial statements.

F-4

Table of Contents

CHINA VTV LIMITED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
	For the Nine Months
	Ended November 30,
	2019			2018
Cash Flows from Operating Activities
Net loss	$	(4,646,362	)	$	(909,512	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation		14,353			-
Stock-based compensation		4,292,109
Changes in assets and liabilities:
Increase in accounts payable		915			-
Increase (decrease) in accrued expenses		141,532			(10,247	)
Increase (decrease) in due to related parties		295,674			(21,124	)
Net cash provided by (used in) operating activities		98,221			(940,883	)
Cash Flows from Investing Activities
Purchase of equipment		(111,684	)		-
Net cash used in investing activities		(111,684	)		-
Cash Flows from Financing Activities
Capital contribution from shareholder		-			863,528
Issuance of common stock		-			30,000
Net cash provided by financing activities		-			893,528
Effect of exchange rate changes on cash and cash equivalents		(13	)		3,594
Net decrease in cash and cash equivalents		(13,476	)		(43,761	)
Cash and Cash Equivalents
Beginning		17,548			51,451
Ending	$	4,072		$	7,690
Supplemental Disclosure of Cash Flows
Cash paid during the period for:
Interest expenses	$	-		$	-
Income taxes	$	-		$	-
Noncash Financing and Investing Activities:
Issuance of common stock for equity acquisition	$	2,201,665		$	-

CHINA VTV LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited

	For the Three Months Ended
	May 31,			May 31,
	2020			2019

Cash Flows from Operating Activities
Net income (loss)	$	779,218		$	(103,039	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		871,239			-
Changes in assets and liabilities:
Accounts receivable		(573,263	)		-
In advances to suppliers		3,582,465			-
Inventories		(3,112,432	)		-
Other receivables and current assets		(176,203	)		-
Accounts payable		10,006			-
Wages payable		56,876			-
Interest payable		14,335			-
Deferred revenue		1,799,020			-
Taxes payable		1,236,654			-
Accrued expenses and other payable		(3,801,019	)		16,020
Net cash provided by (used in) operating activities		686,896			(87,019	)

Cash Flows from Investing Activities
Acquisition of copyrights and intangible assets		(2,414,308	)		-
Proceeds from sale of ownership interest in subsidiary		3,214,837			-
Net cash provided by investing activities		800,529			-

Cash Flows from Financing Activities
(Decrease) increase in due to related parties		(1,348,333	)		79,522
Decrease in short-term debt		(16,910	)		-
Net cash provided by (used in) financing activities		(1,365,243	)		79,522

Effect of exchange rate changes on cash and cash equivalents		(82,556	)		-

Net decrease in cash and cash equivalents		39,626			(7,497	)

Cash and Cash Equivalents
Beginning		51,551			17,548
Ending	$	91,177		$	10,051

Supplement Disclosure of Cash Flows
Cash paid during the year for:
Interest expenses	$	2,202		$	-
Income taxes	$	-		$	-

The accompanying notes are an integral part of these consolidated financial statements.

F-5

Table of Contents

CHINA VTV LIMITED

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~NOTE~~FOR 1.THE ~~ORGANIZATION~~THREE ~~AND~~MONTHS ~~BUSINESS~~ENDED ~~BACKGROUND~~MAY 31, 2020

~~China~~NOTE ~~VTV Limited (formerly known as “T-Bamm,” the “Company”) was incorporated in the State of Nevada on February 19, 2015 and established a fiscal year end of February 28~~1. ~~The~~ORGANIZATION ~~Company~~AND isBUSINESS a holding company and has not carried out substantive business operations of its own. The Company was organized to sell Bamboo T-Shirts over the internet. On February 9, 2018, the Company changed its name from T-Bamm to “China VTV Limited”. The Company is no longer in the Bamboo T-Shirt business.

China VTV ~~Ltd. (“China VTV”) was incorporated on January 9~~Limited, ~~2015~~formerly ~~under~~known ~~the~~as ~~laws of Hong Kong~~T-Bamm., ~~China~~was ~~VTV~~incorporated isin ~~developing an Over-The-Top (~~the ~~“OTT”)~~State ~~platform~~of ~~that~~Nevada ~~distributes~~on ~~streaming~~February ~~media as a standalone product directly to viewers over the Internet~~19, ~~bypassing~~2015 ~~telecommunications, multichannel television,~~ and ~~broadcast~~is ~~television~~a ~~platforms~~holding ~~that~~company ~~traditionally~~which ~~act~~has asnot acarried ~~controller~~out orsubstantive ~~distributor~~business operations of ~~such~~its ~~content~~own.

OnChina ~~March~~VTV ~~15,~~Ltd. ~~2019, the Company,~~ (“China VTV”) ~~and~~was ~~its~~incorporated ~~shareholders~~on ~~entered~~January ~~into~~9, a2015 ~~share~~under ~~purchase/ exchange agreement (~~the ~~“Share~~laws ~~Exchange~~of ~~Agreement”),~~Hong ~~pursuant~~Kong. toChina ~~which~~VTV ~~the~~has ~~Company~~developed ~~issued~~its anown ~~aggregate~~blockchain-operated ofand ~~110,550,000~~cloud-based ~~shares~~application ofplatform ~~its~~(the ~~common~~“APP ~~stock~~Platform”) tothat ~~all~~distributes ofstreaming ~~the~~media ~~shareholders~~as ofa ~~China~~standalone ~~VTV~~product indirectly ~~prorated~~to ~~amounts~~viewers inover ~~exchange~~the ~~for~~internet, ~~all~~bypassing oftelecommunications, ~~the~~multichannel ~~issued~~televisions, and ~~outstanding~~broadcast ~~equity~~television ~~interests~~platforms ofthat ~~China~~traditionally ~~VTV~~act onas ~~May~~a 6,controller ~~2019~~or ~~(the~~distributor ~~“Closing~~of ~~Date”)~~such content.

~~Effective~~On onMay ~~the Closing Date~~6, 2019, pursuant to ~~the~~a Share Exchange Agreement among China VTV Limited, ~~the~~China ~~Company~~VTV and its shareholders, China VTV Limited issued an aggregate of 115,550,000 shares of its common stock ~~of the Company~~ to the shareholders of China VTV in exchange for all of the issued and outstanding equity interests of China VTV and five individuals who provided prior services to China VTV. As a result, China VTV has become a wholly-owned subsidiary of ~~the~~China ~~Company~~VTV Limited. The acquisition of China VTV ishas ~~treated~~been accounted for as a reverse acquisition (the “Reverse Merger”), and the business of China VTV became the business of ~~the~~China ~~Company~~VTV Limited. At the time of the Reverse Merger, ~~the~~China ~~Company~~VTV Limited was not engaged in any active business.

~~Effective~~Butterfly onEffect ~~January~~Culture ~~31,~~Media ~~2019~~(Beijing) Co., Ltd. (the “Butterfly Effect”) was formed under the laws of the People’s Republic of China ~~VTV~~(the ~~changed~~“PRC”) on February 23, 2016.Butterfly Effect is primarily engaged in literary adaptation business and centers its ~~fiscal~~operations ~~year~~on ~~end~~internet toChinese ~~February~~literary 28and literary adaptation for TV shows, movies, audible books and mobile phone video games that are primarily distributed through online platforms.

On February 24, 2020 (the “Closing Date”), China VTV Limited, VTV Global Culture Media (Beijing) Co., Ltd., a Chinese wholly-foreign-owned entity and a wholly-owned subsidiary of China VTV Limited (the “WFOE”), Butterfly Effect, and each and all of the Equity Holders of the Butterfly Effect closed the transactions contemplated under an Acquisition Agreement. Pursuant to this Acquisition Agreement, China VTV Limited effectively controls Butterfly Effect Culture Media (Beijing) Co., Ltd. via a series of VIE Agreements, which have been executed by the WFOE, Butterfly Effect Culture Media (Beijing) Co., Ltd. and each Butterfly Effect’s Equity Holder on the Closing Date. On February 25, 2020, in accordance with the terms of the Acquisition Agreement, the Company issued a total of 24,000,000 restricted shares of its common stock to the Butterfly Effect’s Equity Holders. The Acquisition is accounted for as a regular acquisition pursuant to which China VTV Limited is considered the acquiring entity for accounting purposes in accordance with generally accepted accounting principles in the United States of America.

Following the acquisition, China VTV Limited and its consolidated subsidiaries and variable interest entities (“VIE”) are referred to collectively herein as the “Company”. The Company plans to focus on the business of building and operating of LED advertising billboards in South Asia, Australia, the United States (the U.S.), Taiwan and the People’s Republic of China (the “PRC”); the e-media online streaming platform; and the literary adaptation whereby the Company adapts original stories or books into TV shows, movies and mobile video games that will be distributed outside the PRC through the internet. The Company is currently exploring a model to distribute contents, such as TV show episodes, produced by the Company on its online streaming platform.

F-6

Table of Contents

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim consolidated financial ~~information~~statements ~~referred~~and toinformation ~~above~~have ~~has~~ been prepared ~~and presented~~ in ~~conformity~~accordance with accounting principles generally accepted in the United States of America, ~~applicable~~and tothe SEC's regulations for interim financial information and ~~with~~ the instructions tofor Form 10-Q. ~~and~~Accordingly, ~~Article~~they 8do ofnot ~~Regulation~~include ~~S-X.~~all ~~The~~of ~~interim~~the ~~financial~~ information ~~has~~and ~~been~~disclosures ~~prepared~~required onby aaccounting ~~basis~~principles ~~consistent~~generally ~~with~~accepted ~~prior~~in ~~interim~~the ~~periods~~United ~~and~~States ~~years~~of ~~and~~America ~~includes~~for ~~all~~complete ~~disclosures~~financial ~~that~~statements. ~~are~~In ~~necessary~~the ~~and~~opinion ~~required~~of bymanagement, ~~applicable~~these ~~laws~~financial ~~and~~statements ~~regulations.~~contain ~~This~~all ~~report~~normal onand ~~Form~~recurring ~~10-Q~~adjustments ~~should~~considered benecessary ~~read~~to inpresent ~~conjunction~~fairly ~~with~~ the Company’'s financial ~~statements~~position, ~~and~~results ~~notes~~of ~~thereto~~operations, ~~included~~comprehensive inincome, ~~the~~cash ~~Company~~flows, and stockholders’s ~~Form~~equity ~~10-K~~for the periods presented. The results for the ~~fiscal~~three ~~year~~months ended ~~February~~May 2831, ~~2019~~2020 are not necessarily indicative of the results to be expected for the full year.

~~Principal~~These ofunaudited ~~Consolidation~~interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended February 29, 2020 filed with the Securities and Exchange Commission on July 29, 2020.

The accompanying consolidated financial statements, including the accounts of the Company and its wholly-owned subsidiary, China VTV Ltd., a Hong Kong corporation. All material intercompany accounts, transactions, and profits have been eliminated in consolidation.Consolidation

~~F-6~~These ~~Table~~unaudited interim consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of ~~Contents~~America (“U.S. GAAP”), and include the accounts of the Company, its subsidiaries and entities controlled through VIE agreements. All intercompany balances and transactions have been eliminated.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all cash on hand and in banks, certificates of deposit and other highly-liquid investments with original maturities of three months or less, when purchased, to be cash and cash equivalents. As of November 30, 2019, and February 28, 2019, the Company had $4,072 and $17,548 in cash and cash equivalents, respectively.

Property, Plant, and Equipment

Property, plant, and equipment is carried at cost net of accumulated depreciation. Repairs and maintenance are expensed as incurred. Expenditures that improve the functionality of the related asset or extend the useful life are capitalized. When property and equipment is retired or otherwise disposed of, the related gain or loss is included in operating income. Leasehold improvements are depreciated on the straight-line method over the shorter of the remaining lease term or estimated useful life of the asset. Depreciation is calculated on the straight-line method, including property, plant, and equipment under capital leases, generally based on the following useful lives:

Estimated Life Office Equipment and Furniture 3 years

Impairment of Long-Lived Assets:

The Company has adopted Accounting Standards Codification subtopic 360-10, Property, Plant and Equipment (“ASC 360-10”). ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company evaluates its long-lived assets for impairment annually or more often if events and circumstances warrant. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC 360-10 also requires assets to be disposed to be reported at the lower of the carrying amount or the fair value less costs to sell.

Reclassification

Certain reclassifications have been made to the prior year’s financial statements to conform to the current year presentation. The reclassification had no impact on previously reported net loss nor accumulated deficit.

Advances to Suppliers

The Company advances funds to certain authors or publishers for the purchase of literature copyrights and productions. Based on management’s assessment, no allowance for advances to suppliers is required at the balance sheet date.

Inventories

Inventories comprises work-in-progress which are stated at the lower of cost or net realizable value. Costs include direct production cost of audiobooks and related production overhead. The cost of inventories is calculated on a title-by-title basis. Any excess of the cost over the net realizable value of each item of inventories is recognized as a loss in the statement of operations.

Net realizable value is the estimated selling price in the normal course of business less any costs to complete and sell products.

F-7

Table of Contents

Copyrights

Copyrights consist of payments made to holders for use of the copyrights during the licensed term. Amortization of capitalized copyrights commences when the copyrights is available for use by the Company and is recorded on a title-by-title basis in statement of operations over the licensed term, ranging from 3 to 10 years. Copyrights are stated at the lower of amortized cost or net realizable value. The valuation of copyrights is reviewed on a title-by-title basis when an event or change in circumstances indicated that the fair value of a copyright is less than its unamortized cost.

Revenue Recognition

InThe ~~May~~Company ~~2014,~~adopted ~~the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (~~Topic 606) ~~(“ASU~~effective ~~2014-09”)~~March 1, ~~which~~2019 amends the accounting standards for revenue recognition. ASU 2014-09 is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled when products are transferred to a customer. Topic 606 requires the Company to recognize revenues when control of the promised goods or services and ~~receipt of payment is probable. The Company~~ recognizes revenue based on the five criteria for revenue recognition that are established under Topic 606: 1) identify the contract, 2) identify separate performance obligations, 3) determine the transaction price, 4) allocate the transaction price among the performance obligations, and 5) recognize revenue as the performance obligations are satisfied.

The Company ~~adopted Topic 606 effective March 1, 2019 and~~ began to generate revenue during the ~~nine~~year ~~months~~ ended ~~November~~February 3029, ~~2019~~2020. The Company sells advertising services to third-party advertising agencies and advertisers. Advertising contracts are signed to establish the price and specify the advertising services to be provided. Pursuant to the advertising contracts, the Company provides advertisement placements on its ~~OTT~~APP ~~platform~~Platform in different formats, including but not limited to video, banners, links, logos, brand placement and buttons. The Company performs a credit assessment of the ~~customer~~customers to assess the collectability of the ~~contract~~revenue ~~price~~ prior to entering into contracts. For contracts where the Company provides customers with multiple performance obligations, primarily for advertisements to be displayed in different spots, placed under different forms and ~~occur~~occurred at different times, the Company would evaluate all the performance obligations in the arrangement to determine whether each performance obligation is distinct. Consideration is allocated to each performance obligation based on its standalone selling price and revenue is recognized as each performance obligation is satisfied by displaying the advertisements in accordance with the advertising contracts.

~~Research~~The Company sells copyrights of scripts and ~~Development~~original ~~Expenses~~stories to third parties, and sells the video and audio products to internet content platforms for broad distribution, upon the finishing of the production of TV shows, movies, audible books or video games. Revenue from the sales of copyrights, original stories, and finished products are recognized when the Company delivers products and passes its contractual rights or copyrights to the customers in accordance with the sales contracts. Prepayments for sales of product is recorded as deferred revenue and is generally recognized as revenue when the production is completed, and the product is transferred, or copyrights have been passed to customers and collectability is reasonably assured.

~~Research~~The ~~and~~Company ~~development~~also ~~costs~~grants ~~are~~licenses ~~generally~~to ~~expensed~~third asparties ~~incurred.~~for ~~Research~~using ~~and~~its ~~development~~literary ~~expenses~~copyrights. ~~mainly~~Revenue ~~consist~~derived from licenses of the ~~costs~~Company’s ~~incurred~~literal incopyrights and original stories, which provide customers with a right to use the ~~development~~intellectual properties as they exist and ~~improvement~~are available to customers, are recognized at the point of time when the ~~Company’s~~intellectual ~~OTT~~property ~~service~~is ~~platform~~made available to customers. ~~Research~~Prepayments ~~and~~for ~~development~~sales ~~expenses~~of ~~were~~product $0is recorded as deferred revenue from customers and ~~$863,528~~is ~~for~~generally recognized as revenue when the ~~nine~~production ~~months~~is ~~ended~~completed, ~~November~~and 30the product is transferred, ~~2019~~or copyrights have been passed to customers and ~~2018,~~collectability ~~respectively~~is reasonably assured.

~~Share-Based~~For ~~Payments~~revenue from licensing of literal copyrights where the Company continues to develop the product or provide maintenance services, the Company recognizes the fixed fee proportionately over the licensing term. For royalty derived from licensing of literature copyrights, as revenue, it is recognized when sales or usage occurs based upon the licensee’s usage reports. When these reports are not available, revenue is recognized based on historical data, industry information and other relevant trends.

~~The~~Deferred Company follows the provisions of ASC Topic 718, Compensation - Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees, non-employee directors, and consultants, including employee stock options. Stock compensation expense based on the grant date fair value estimated in accordance with the provisions of ASC 718 is recognized as an expense over the requisite service period and the Company made a policy election to recognize forfeitures when they occur.Revenue

~~The~~Deferred ~~fair value of each option grant is estimated using the Black-Scholes option-pricing model~~revenue, ~~which~~primarily ~~requires~~relating ~~assumptions~~to ~~regarding~~licensing ~~the expected volatility of the stock options~~fees, the expected life of the options, an expectation regarding future dividends on the Company’s common stock, and estimation of an appropriate risk-free interest rate. The Company’s expected common stock price volatility assumption is ~~based~~stated ~~upon~~at the ~~historical~~amount ~~volatility~~ of ~~similar~~licensing ~~companies~~fees ~~due~~received toless ~~limited history of our stock price. The expected life assumption for stock options grants was based upon~~ the ~~simplified~~amount ~~method~~previously ~~provided~~recognized ~~for~~as ~~under~~revenue ~~ASC~~over ~~718-10, which averages~~ the ~~contractual~~terms ~~term~~ of the ~~options~~respective ~~with~~literary ~~the~~licensing ~~vesting term~~contracts. The dividend yield assumption of zero is based upon the fact that the Company has never paid cash dividends and presently has no intention of paying cash dividends in the future. The risk-free interest rate used for each grant was based upon prevailing short-term interest rates over the expected life of the options.

Stock-Based Payments

The Company follows the provisions of ASC Topic 718, Compensation - Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees, non-employee directors, and consultants, including employee stock options. Stock compensation expense, which is based on the grant date’s fair value estimated in accordance with the provisions of ASC 718, is recognized as an expense over the requisite service period, and the Company made a policy election to recognize forfeitures when they occur.

F-8

Table of Contents

The fair value of each option grant is estimated using the Black-Scholes option-pricing model, which requires assumptions regarding the expected volatility of the stock price, the expected lifetime of the options, an expectation regarding future dividends on the Company’s common stock, and estimation of an appropriate risk-free interest rate. The Company’s expected common stock price volatility assumption is based upon the historical volatility of the stock price of some similar companies due to limited history of our own stock price. The expected lifetime assumption for stock options grants was based upon the simplified method provided under ASC 718-10, which averages the contractual term of the options with the vesting term. The dividend yield assumption of zero is based upon the fact that the Company has never paid cash dividends in the past and has presently no intention of paying cash dividends in the future. The risk-free interest rate used for each grant was based upon the prevailing short-term interest rates over the expected lifetime of the options.

Translation Adjustment

The accounts of China VTV and Butterfly Effect were maintained, and ~~its~~their financial statements were expressed, in Hong Kong Dollar (“HKD”) and Chinese Yuan (RMB), respectively. Such financial statements were translated into U.S. Dollars (“$” or “USD”) in accordance ASC 830, “Foreign Currency Matters”, with the HKD and RMB as the functional ~~currency~~currencies. Pursuant to the ASC 830, all assets and liabilities are translated at the current exchange rate, stockholders’ equity (deficit) are translated at the historical rates, and income statement items are translated at an average exchange rate for the period.

The resulting translation adjustments are reported under accumulated other comprehensive income (loss) as a component of stockholders’ equity (deficit).

~~Comprehensive~~Impairment ~~Income~~of ~~(Loss)~~Long-Lived Assets and Goodwill

~~Comprehensive~~The ~~income~~Company has adopted Accounting Standards Codification subtopic 360-10, Property, Plant and Equipment (~~loss~~“ASC 360-10”). ~~includes~~ASC ~~accumulated~~360-10 ~~foreign~~requires ~~currency~~that ~~translation~~long-lived ~~gains~~assets and ~~losses~~certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company ~~has~~evaluates ~~reported~~its long-lived assets for impairment annually or more often if events and circumstances warrant. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period. Should impairment in value be indicated, the ~~components~~carrying value of ~~comprehensive~~intangible ~~income~~assets ~~(loss)~~will onbe ~~its~~adjusted, ~~consolidated~~based ~~statements~~on estimates of ~~stockholders’~~future ~~equity~~discounted ~~(deficit)~~cash flows resulting from the use and ~~consolidated~~ultimate ~~statements~~disposition of ~~operations~~the ~~and~~asset. ~~comprehensive~~ASC ~~income~~360-10 ~~(loss)~~also requires assets to be disposed to be reported at the lower of the carrying amount or the fair value less costs to sell.

FGoodwill represents the excess of the purchased consideration over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed of the acquired entity as a result of the Company’s acquisitions of interests in VIE and its subsidiaries. Goodwill is not amortized but is tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that it might be impaired. The Company first assesses the qualitative factors to determine whether it is necessary to perform the two-8step ~~Table~~quantitative goodwill impairment test. In the qualitative assessment, the Company considers primary factors such as industry and market considerations, overall financial performance of ~~Contents~~the reporting unit, and other specific information related to the operations. Based on the qualitative assessment, if it is more likely than not that the fair value of each reporting unit is less than the carrying amount, the quantitative impairment test will be performed. Application of a goodwill impairment test requires significant management judgment.

Fair Value Measurements

~~FASB~~The ~~ASC~~Company ~~820,~~has ~~“Fair~~adopted ~~Value~~FASB ~~Measurements”~~Accounting ~~defines~~Standard ~~fair~~Codification ~~value~~Topic ~~for~~on ~~certain~~Fair ~~financial~~Value ~~and~~Measurements ~~nonfinancial assets~~ and ~~liabilities~~Disclosures ~~that~~(“ASC ~~are~~820”), ~~recorded~~which atdefines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. ItASC ~~requires~~820 ~~that~~establishes ana ~~entity~~three-level ~~measure~~valuation ~~its~~hierarchy ~~financial~~of ~~instruments~~valuation totechniques ~~base~~based ~~fair value~~ on ~~exit price, maximize the use of~~ observable ~~units~~ and ~~minimize the use of~~ unobservable ~~inputs~~input, ~~to determine the exit price. It establishes a hierarchy~~ which ~~prioritizes~~may ~~the~~be ~~inputs to valuation techniques~~ used to measure fair value. ~~This hierarchy increases the consistency~~ and ~~comparability~~include ~~of fair value measurements and related disclosures by maximizing~~ the use of observable inputs and minimizing the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the assets or liabilities based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy prioritizes the inputs into three broad levels based on the reliability of the inputs as followsfollowing:

·F-9 ~~Level~~Table ~~1 – Inputs are quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Valuation~~ of these instruments does not require a high degree of judgment as the valuations are based on quoted prices in active markets that are readily and regularly available. · Level 2 – Inputs other than quoted prices in active markets that are either directly or indirectly observable as of the measurement date, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. · Level 3 – Valuations based on inputs that are unobservable and not corroborated by market data. The fair value for such assets and liabilities is generally determined using pricing models, discounted cash flow methodologies, or similar techniques that incorporate the assumptions a market participant would use in pricing the asset or liability.Contents

~~The~~Level ~~carrying~~1 ~~values~~- ofquoted ~~certain~~prices ~~assets~~(unadjusted) ~~and~~in ~~liabilities~~active ofmarkets ~~the~~that ~~Company,~~are ~~such~~accessible asat ~~accounts~~the ~~payable~~measurement ~~and~~date ~~accrued~~for ~~expenses,~~identical ~~approximate~~assets toand liabilities. The fair value ~~due~~hierarchy togives ~~their~~the ~~relatively~~highest ~~short~~priority ~~maturities~~to Level 1 inputs.

Level 2 - observable prices that are based on inputs not quoted on active markets but corroborated by market data; and

Level 3 - unobservable inputs when there is little or no market data available, thereby requiring an entity to develop its own assumptions. The fair value hierarchy gives the lowest priority to Level 3 inputs.

The carrying values of certain assets and liabilities of the Company approximate to fair value due to their relatively short maturities.

Noncontrolling Interests

For the Company’s non-wholly owned subsidiaries, a noncontrolling interest is recognized to reflect the portion of equity that is not attributable, directly or indirectly, to the Company. Consolidated net income in the consolidated income statements includes net income (loss) attributable to noncontrolling interests.

Basic and Diluted Earnings (Loss) Per Share

Pursuant to ASC 260-10-45, basic loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the periods presented. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares consist of common stock issuable for stock warrants (using the treasury stock method) and common shares issuable upon the conversion of convertible notes payable (using the as-if converted method). These common stock equivalents may be dilutive in the future.

All potentially dilutive common shares were excluded from the computation of diluted shares outstanding as they would have an anti-dilutive impact on the Company’s net losses and consisted of the following:

	May 31,		May 31,
	2020		2019
Stock options		500,000		-
		500,000		-

Income Taxes

The Company accounts for income taxes under ASC 740. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

Recently Issued Accounting Pronouncements

Management has considered all recent accounting pronouncements issued and their potential effect on the consolidated financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on its consolidated financial statements.

NOTE 3. GOING CONCERN

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As of November 30, 2019, the Company had a working capital deficit of $1,049,394 and has incurred losses since its inception resulting in an accumulated deficit of $7,561,281. During the nine months ended November 30, 2019, the Company incurred a net loss of $4,646,362. Further losses are anticipated in the development of the business, raising substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might result from the outcome of this uncertainty. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. These 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 the Company upon signing of that agreement.

F-9 Table of Contents

The Company faces all the risks common to companies at development stage, including capitalization and uncertainty of funding sources, high initial research and development expenditure levels, uncertain revenue streams, and difficulties in managing growth. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its planned business. The Company plans to seek additional funds through capital contributions and loans from its stockholders, officers, and directors. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 4. ACCRUED EXPENSES

Accrued expenses consist of the following:

	November 30,		February 28,
	2019		2019
Accrued salaries	$	141,064	$	-
Accrued professional fees		22,796		23,163
Total	$	163,860	$	23,163

NOTE 5. RELATED PARTY TRANSACTIONS

The related parties of the Company with whom transactions are reported in these consolidated financial statements are as follows:

Name of entity or Individual Relationship with the Company and its subsidiary Tijing Song Shareholder, Chairman of the Board, CEO and President Guoping Chen Shareholder, Director, interim CFO, Secretary and Treasurer

Due to related parties

	November 30,		February 28,
	2019		2019
Due to Guoping Chen	$	605,953	$	456,474
Due to Tijing Song		282,375		136,265
Total	$	888,328	$	592,739

The Company has received advances from its related parties for working capital purposes. The Company has not entered into any agreement on the repayment terms for these advances. The advances bear no interest and are due on demand.

F-10

Table of Contents

~~NOTE~~Risks 6.and ~~STOCKHOLDERS’ DEFICIT~~Uncertainties

The major operations of the Company are located in the PRC. Accordingly, the Company’s ~~capitalization~~business, isfinancial ~~comprised~~condition, and results of ~~600~~operations may be influenced by political,~~000~~ economic,~~000~~ ~~common~~and ~~shares~~legal ~~with~~environments ain ~~par~~the ~~value~~PRC, as well as by the general state of ~~$0.001~~the ~~per~~PRC ~~share~~economy. NoThe ~~preferred~~Company’s ~~shares~~operations ~~have~~in ~~been~~the ~~authorized~~PRC orare ~~issued.~~subject Onto ~~April~~special ~~18,~~considerations ~~2018,~~and ~~the~~significant ~~Company~~risks ~~filed~~not atypically ~~Certificate~~associated ofwith ~~Amendment~~companies toin ~~Articles~~North ofAmerica. ~~Incorporation,~~These asinclude ~~amended,~~risks associated with, among others, the ~~Nevada~~political, ~~Secretary~~economic ofand ~~State~~legal toenvironment ~~amend~~and ~~the~~foreign currency exchange. The Company’s ~~Articles~~results ofmay ~~Incorporation~~be toadversely ~~increase~~affected by changes in the ~~number~~political, ofregulatory, ~~authorized~~and ~~shares~~social ofconditions ~~common~~in ~~stock~~the PRC. Although the Company has not experienced losses from ~~75,000,000~~these tosituations ~~600,000,000~~and ~~shares~~believes that it is in compliance with existing laws and regulations including its organization and structure disclosed in Note 1, ~~par~~this ~~value~~may ofnot ~~$0.001~~be ~~per~~indicative ~~share~~of future results.

In December 2019, a novel strain of coronavirus (COVID-19) surfaced. The spread of COVID-19 caused interruption of operation in the Company’s China facilities from February to early March 2020. The breakout of COVID-19 around the world in the first and second quarters of 2020 has caused significant market volatility in China, U.S., and the rest of the world. There is significant uncertainty around the breadth and duration of business disruptions related to COVID-19, as well as its impact on the global economies and, as such, the Company is unable to determine if it will have a material impact on its financial result of the fiscal year of 2021.

NOTE 3. INVENTORIES

Inventories consist of the following:

	As of
	May 31, 2020		February 29, 2020
Script development	$	4,155,008	$	2,235,979
Mobile audio games		2,905,270		1,215,000
Artwork		362,673		859,540
Total inventories		7,422,951		4,310,519

NOTE 4. COPYRIGHTS, NET

	As of
	May 31, 2020			February 29, 2020
Licensed copyrights at cost	$	10,477,657		$	8,326,199
Less: amortization		(2,181,792	)		(1,716,939	)
Copyrights, net		8,295,865			6,609,260

NOTE 5. ADVANCES TO SUPPLIERS, NET

Advances to suppliers, net, consist of the following:

	As of
	May 31, 2020			February 29, 2020
Deposits	$	6,367,678		$	10,223,973
Prepaid expenses		667,820			168
Total advance to suppliers		7,035,498			10,224,141
Less: allowance for doubtful accounts		(1,969,417	)		(1,575,595	)
Advance to suppliers, net	$	5,066,081		$	8,648,546

F-11

Table of Contents

NOTE 6. OTHER RECEIVABLES AND CURRENT ASSETS

Other receivables and current assets consist of the following:

	As of
	May 31, 2020		February 29, 2020
Other receivables	$	3,057,833	$	3,088,659
Other current assets		522,248		312,304
Total	$	3,580,081	$	3,400,963

NOTE 7. INVESTMENT IN EQUITY INVESTEES

Investments are in equity of companies which shares are not publicly traded, and that the Company does not have control or significant influence. The investments are recorded at cost less impairment, as the fair value of the share prices are not readily determinable.

	As of
	May 31, 2020			February 29, 2020
Investment in equity investees	$	3,820,258		$	3,852,622
Less: impairment		(565,006	)		(576,693	)
Total	$	3,255,252		$	3,275,929

NOTE 8. CAPITAL ASSETS, NET

Capital assets, net, consist of the following:

	As of
	May 31, 2020			February 29, 2020
Furniture and office equipment	$	169,620		$	168,641
Software		530,374			541,345
Leasehold improvements		304,773			295,231
Total capital assets		1,004,767			1,005,217
Less: accumulated depreciation		(326,278	)		(312,025	)
Capital assets, net	$	678,489		$	693,192

Depreciation expense was $14,407 and $0 for the three months ended May 31, 2020 and May 31, 2019, respectively.

F-12

Table of Contents

NOTE 9. INTANGIBLES, NET

Intangible assets consist of the followings:

	As of
	May 31, 2020			February 29, 2020
Copyrights	$	2,574,687		$	2,311,837
Less: accumulated amortization		(1,157,139	)		(781,837	)
Copyrights, net	$	1,417,548		$	1,530,000

Amortization expense was $379,317 and $0 for the three months ended May 31, 2020 and May 31, 2019, respectively.

NOTE 10. SHORT-TERM DEBT

Short-term debt represents amounts due to a bank and other lenders, and are generally due on demand or within one year. As of May 31, 2020, short-term debts consist of the following:

	As of
	May 31, 2020		February 29, 2020
Interest at 0% per annum, unsecured, due on demand	$	795,471	$	787,050
Interest at 4.35% per annum, unsecured, due on demand		289,262		286,200
Interest at 5.22% per annum, unsecured, due on demand		433,893		429,300
Interest at 10% per annum, unsecured, due on demand		682,514		715,500
	$	2,201,140	$	2,218,050

In June 2019, Butterfly Effect entered into a line of credit agreement with Bank of Beijing, Beijing, PRC to borrow up to $708,500 (RMB5 million). As of May 31, 2020, Butterfly Effect had borrowed $433,893 (RMB3 million) from Bank of Beijing with an annual interest rate of 5.22%. The line of credit is unsecured and due on demand.

NOTE 11. RELATED PARTY TRANSACTIONS AND BALANCES

The related parties of the Company with whom transactions are reported in these consolidated financial statements are as follows:

Name of entity or individual		Relationship with the Company and its subsidiary

Mr. Tijing Song		Shareholder, Chairman of the Board, CEO and President

Mr. Guoping Chen		Shareholder, Director, interim CFO, Secretary and Treasurer

Ms. Qiongfang Shi		Shareholder and Director

Due to related parties:

	As of
	May 31, 2020		February 29, 2020
Mr. Tijing Song	$	440,755	$	448,151
Mr. Guoping Chen		412,204		403,155
Ms. Qiongfang Shi		1,617,908		2,967,894
Total due to related parties	$	2,470,867	$	3,819,200

The Company has received advances from its related parties for working capital purposes. The advances are unsecured, bear no interest, and are due on demand.

F-13

Table of Contents

NOTE 12. ACQUISITION LIABILITY

In accordance with the initial acquisition agreement dated on December 18, 2019 and the first amended acquisition agreement (“Amendment No. 1”) dated December 28, 2019, which were entered by the Company, the WOFE, and Butterfly Effect Media and each of Butterfly Effect Media’s equity holders (“Equity Holders”), China VTV Limited and its subsidiaries agreed to pay a total of RMB 288,000,000 (the “Cash Consideration”) to the Equity Holders pro rata with the their equity percentage over a period as set forth in the Amendment NO. 1. Per the Amendment No. 1, the Company agreed to pay the Equity Holders at least RMB 45 million (approximately $6.39 million) pro rata from the proceeds of its first public or private offering of its shares after the Acquisition, make payments to the Equity Holders pro rata of an additional RMB 99 million (approximately $14.07 million) by December 31, 2020, and a further payment of RMB 144 million (approximately $20.46 million) on or before December 31, 2021. In accordance with Amendment No. 1, after the Company makes the cash payments of at least RMB 144 million (approximately $20.46 million), which is a half of the total Cash Consideration, to the Equity Holders, the Company may choose to pay the half of the remaining Cash Consideration, equivalent to RMB 72 million (approximately $10.23 million), in the form of its common stock at a price of $2.00 per share to the Equity Holders as opposed to making such cash payment in the amount of RMB 72 million.

The total Cash Consideration is RMB 288 million. The above arrangements allow the Company to settle RMB 72 million by the Company’s common stock, if certain specified conditions are met.

The Company recognized the RMB 288 million as acquisition liability as of the acquisition date. As it is the Company’s decision to settle the remaining RMB 72 million either by cash or by shares of its common stock, the settlement by shares is not an obligation for the Company when this is not beneficial to the Company. Therefore, the settlement by shares of the Company is not considered as a contingent liability at the acquisition date.

The total fair value of the considerations was determined to be $36,931,000 (RMB 288 million), which has been fully recognized as a liability, as a result of the business acquisition.

NOTE 13. OTHER CONTINGENT LIABILITY

On September 30, 2019, the Company entered into a strategic development agreement (the “Strategic Development Agreement”) with CybEye Image, Inc. (“CybEye”). CybEye agreed to develop and provide technical support and maintenance to the Company’s online streaming OTT Platform and incorporate blockchain technologies to enhance security of the Company’s OTT Platform. The Strategic Development Agreement will continue in full force and effect until September 29, 2022.

Concurring to this agreement, the Company also entered into a non-exclusive licensing agreement, and amended on December 13, 2019, with CybEye, pursuant to which CybEye agreed to grant the Company a non-exclusive right and license to certain technologies for 20 years, expiring on September 30, 2029.

Pursuant to the Strategic Development Agreement, the Company agreed to issue 2,500,000 shares of its common stock to CybEye for the technical services to develop the OTT Platform. CybEye may sell and dispose any or all of the 2,500,000 shares at any time at a per share price of no less than $5.00. In the event that the Company issues and sells its common stock in a public offering facilitated by a broker-dealer or investment bank at a price less than $4.00 per share (the “Better Price”) within the following twelve (12) months from the agreement date, the Company agreed to grant CybEye options to purchase a number of shares of the Company’s common stock which is calculated by multiplying the difference of $4.00 and the Better Price by 2,500,000, then dividing the product by the Better Price, at an exercise price equaling to the Better Price.

F-14

Table of Contents

As compensation for the license and services provided to maintain the APP Platform, the Company agreed to issue 40,000 shares of its common stock monthly to CybEye until the Company’s shares are trading on a national stock exchange market, and thereafter a monthly payment of $150,000 until September 2022. In addition, during the term of the Strategic Development Agreement, the Company agreed to grant stock options of up to 500,000 shares of the common stock each year to the owner of CybEye and stock options of up to 200,000 shares of the common stock each year to 2 technicians of CybEye for their services to the Company. The granting of the options is subject to the approval of the Board of Directors.

The 500,000 stock options to the owner of CybEye were approved and granted for the year ended February 29, 2020. The Company has not issued the 2,500,000 shares and 200,000 shares agreed to be issued to CybEye, and has not approved the granting of the 200,000 stock options to the 2 technicians as described above.

During the year ended February 29, 2020, CybEye completed the development of the OTT Platform. As of May 31, 2020, the Company estimated the fair value of the 2,700,000 shares issuable at a fair value of $172,260 and recognized the corresponding amount as shares issuable on the consolidated balance sheets.

For the year ended February 29, 2020, the Company estimated the fair value of the 500,000 stock option at $9,531, based on the Black Scholes Model using the following assumptions: share price - $0.068, exercise price - $12.00, expected lifetime of the option – 7 years, volatility – 150%, dividend yield - $0, interest rate – 1.61%. As of February 29, 2020, the Company recognized the fair value of $9,530 as additional paid in capital.

NOTE 14. EQUITY

The Company’s authorized common stock is comprised of 600,000,000 shares with a par value of $0.001 per share. No preferred shares have been authorized or issued.

Pursuant to the Share Exchange Agreement (See Note 1), the Company issued an aggregate of 115,550,000 shares of common stock to the shareholders of China VTV and five individuals who provided prior services to China VTV on May 6, 2019.

OnIn ~~September~~December ~~30,~~ 2019, ~~China VTV Limited, a Nevada corporation (~~the “Company~~”),~~ ~~entered~~granted ~~into a strategic development agreement (the “Strategic Development Agreement”) with CybEye Image~~12, ~~Inc. (“CybEye”)~~400,000 ~~pursuant~~shares to ~~which~~its ~~CybEye~~eight ~~will~~executives ~~develop~~ and ~~provide~~directors ~~technical support~~ and ~~maintenance~~550,000 toshares ~~the Company’s online streaming media platform (“OTT Platform”) and incorporate blockchain technologies~~ to ~~the~~employees ~~Company’s~~for ~~OTT~~their ~~Platform to enhance security~~services. The ~~Strategic~~total ~~Development~~fair ~~Agreement~~value ~~shall continue in full force and effect until September 29, 2022. During the term~~ of the ~~Strategic Development Agreement~~shares, ~~CybEye will develop the OTT Platform only for the Company, and will not engage~~ in ~~providing any services to other media companies. Subject to~~ the ~~terms~~amount ~~and conditions~~ of ~~the Strategic Development Agreement~~$791,120 ~~the Company shall issue to CybEye two million~~ and ~~five hundred thousand (2~~$35,~~500,000)~~090 ~~shares of its unissued and registered common stock at one time and forty thousand (40~~respectively,~~000)~~ ~~shares~~was ~~its~~recorded ~~unissued~~as ~~and registered common~~ stock-based ~~per~~compensation ~~month~~expense ~~during~~for the ~~term~~year ofended ~~the~~February ~~Strategic Development Agreement upon the effectiveness of a registration statement to register those shares. Pursuant to the terms of the Strategic Development Agreement~~29, upon listing of the Company’s common stock on a national stock exchange market, the Company shall make a cash payment of $150,000 to CybEye instead of the stock payment at the end of each whole month for CybEye’s services pursuant to this Agreement2020.

InOn ~~connection~~December ~~with~~31, ~~the~~2019 ~~Strategic~~and ~~Development~~January ~~Agreement~~21, ~~on September 30~~2020, ~~2019,~~ the Company ~~and~~issued ~~CybEye entered into a non-exclusive licensing agreement (the “Licensing Agreement”)~~2,500,000 ~~pursuant~~shares ~~to which the Company~~ and ~~its~~22,600,000 ~~affiliates~~shares, ~~were~~respectively, ~~granted a fully-paid perpetual non-exclusive right and license~~ to ~~use~~four ~~and~~individual ~~develop~~subscribers ~~any~~for ~~intellectual~~$732,963. ~~property~~As ~~and~~of ~~proprietary~~May ~~information~~31, ~~including~~2020, ~~without limitation~~$474,184 ~~any~~of ~~patents~~the ~~and~~proceeds ~~trademarks~~has asnot ~~set~~been ~~forth~~received inand ~~Schedule~~is Arecorded ~~thereto,~~as ~~which~~subscription ~~CybEye owns~~receivables, toa ~~carry~~contra ~~out~~equity ~~the purposes and goals of the Strategic Development Agreement~~account.

On ~~December~~February 1325, ~~2019~~2020, ~~the~~in ~~Company~~accordance ~~and~~with ~~CybEye~~the ~~entered~~Acquisition ~~into~~Agreement anwith ~~amendment~~Butterfly toEffect, the ~~non-exclusive~~Company ~~licensing~~issued ~~agreement~~a ~~(the~~total ~~“Licensing~~of ~~Agreement”) dated September 30~~24, ~~2019~~000,000 ~~pursuant~~restricted toshares ~~which the term~~ of ~~the~~its ~~Licensing~~common ~~Agreement~~stock ~~was~~at ~~amended~~nominal tovalue ~~twenty~~as ~~(20)~~Stock ~~years~~Consideration (~~from~~see ~~September~~NOTE ~~30,~~3.). ~~2019~~In ~~to September 29~~addition, ~~2039) and~~ the Company ~~agreed~~also toissued ~~issue 2~~1,~~500~~680,000 restricted shares of ~~its~~ common stock to ~~CybEye~~the broker of this acquisition as ~~set~~finder’s ~~forth~~fee infor the ~~Strategic~~introduction ~~Development~~and ~~Agreement~~services ~~dated~~provided ~~September~~in ~~30,~~completing ~~2019~~the acquisition. ~~For~~The ~~the~~fair ~~nine~~value ~~months~~of ~~ended~~1,680,000 ~~November~~shares ~~30,~~was ~~2019~~determined to be $46,704 ~~the~~and ~~Company~~was recognized as stock-based compensation ~~expense~~for ofthe ~~$250,000~~year ~~pursuant~~ended toFebruary ~~the~~29, ~~Strategic Development Agreement~~2020.

In March 2020, the Company sold its 15% interest in its 86.5% owned VIE subsidiary, Khorgas Goldfish Culture Media Co., Ltd. (the “Subsidiary”), to Shanghai Qinggua Network Technologies, Ltd., an unrelated Chinese company. After the sale of its 15% ownership in the Subsidiary, the Company still owns 71.1% interest in the Subsidiary. The sale of the 15% ownership interest was approved by the Company’s Board and is the one of the steps to reshape and expand the Company’s core business.The sale was accounted for as an equity transaction and the net proceeds of $3.2 million received from the sale was recognized as additional paid in capital in our balance sheet.

F-15

Table of Contents

2019 Stock Plan

On November 29, 2019, the board of directors (the “Board”) of ~~China VTV Limited (~~the "Company") adopted an incentive stock plan (the “2019 Stock Plan”), under which the Company may issue up to an aggregate of 22,000,000 shares of stock awards, options, or performance shares, subject to certain adjustments set forth therein. The Board of the Company has the sole authority to implement and administer the 2019 Stock Plan and may delegate a committee or one or more officers to grant awards under the 2019 Stock Plan. This 2019 Stock Plan became effective upon the Board approval on November 29, 2019 and ~~shall~~will terminate ten years thereafter. Pursuant to the 2019 stock plan, the Company ~~entered~~issued ~~Stock Award Agreements with five employees~~12, ~~and agreed to issue 550~~950,000 shares of common stock ~~in aggregate~~ to ~~the~~directors ~~five~~and employees ~~on September 3~~, ~~2019 ("Date of Award"),~~ vested immediately on the ~~Date~~date of ~~Award~~award. ~~For~~The fair value of the ~~nine~~12,950,000 ~~months~~shares ~~ended~~is ~~November~~determined ~~30,~~to ~~2019~~be $826,210 ~~the~~which ~~Company~~is recognized as stock-based compensation expense offor ~~$3,778,500 based on~~ the ~~adjusted~~year ~~close~~ended ~~price~~February on29, ~~the~~2020 ~~Date~~(see ~~of Award~~above).

~~F-11~~Stock ~~Table of Contents~~Options

~~Stock~~On ~~Option~~September 30, 2019, the Company granted 500,000 stock options in pursuant to the Strategic Development Agreement (see NOTE 14.). The options vest 25% each on every quarter end from the grant date. The options are exercisable at $12.00 per share until September 29, 2026.

OnThere ~~September~~were ~~30,~~no 2019, the Company and Mr. Bing Liu (the “Executive”) entered into an executive employment agreement (the “Executive Employment Agreement”), in accordance with which, subject to the approval of the board of directors of the Company (the “Board”), the Executive shall be elected as a member of the Board and the Chief Technology Officer (“CTO”) of the Company. In connection with the Executive Employment Agreement, on September 30, 2019 (the “Grant Date”), the Company and the Executive entered into the Stock Option Agreement under the Company’s 2019 stock ~~plan,~~options ~~whereby the Company~~ issued ~~the~~during ~~Executive options (~~the ~~“Options”)~~three tomonths ~~purchase~~ended anMay ~~aggregate of five hundred thousand (500~~31,~~000)~~ ~~shares of the Company’s common stock, at an exercise price of $12.00 per share. The Stock Option Agreement provides that the Options shall become exercisable on September 29,~~ 2020, ~~one year from the Grant Date,~~ and ~~shall~~May ~~expire on September 29~~31, ~~2026. Subject to the terms of the Stock Option Agreement and Plan~~2019, ~~the Options shall vest in equal amounts each quarter from the Grant Date~~respectively.

~~Compensation~~As ~~costs~~of ~~associated~~May ~~with~~31, 2020, 250,000 of the ~~Company’s~~outstanding ~~stock~~500,000 options are ~~recognized,~~exercisable. ~~based~~The on500,000 ~~the~~options ~~grant-date~~are ~~fair~~expected ~~value~~to ofvest ~~these~~one ~~options,~~year ~~over~~from the ~~vesting~~grant ~~period. Accordingly~~date, with the ~~Company recognized stock~~weighted-~~based~~average ~~compensation~~exercise ~~expense~~price of $~~263,609~~12.00 ~~for~~per ~~the~~share. ~~three~~The ~~and~~weighted-average ~~nine~~contractual ~~months~~remaining ~~ended~~life ~~November~~is 306.6 years, ~~2019~~and the aggregate intrinsic value is $0.

~~The~~There ~~fair~~were ~~value~~no ~~of the~~ stock options ~~granted~~outstanding ~~for~~as ~~the~~of ~~nine~~May ~~months ended September 30~~31, 2019. ~~was calculated using the Black-Scholes option-pricing model applying the following assumptions:~~

	For the Nine Months Ended November 30,2019
Risk free interest rate		1.56	%
Expected term	3.81 years
Dividend yield		-
Expected volatility		31.46	%

NOTE 15. INCOME TAXES

As of November 30, 2019, none of the options has been granted, issued, or outstanding under the 2019 Stock Plan. An aggregate of 500,000 underlying shares is expected to vest one year from the Grant Date, with the weighted-average exercise price of $12 per share, the weighted-average contractual life remaining in 6 years, and the aggregate intrinsic value is zero.

NOTE 7. INCOME TAXES

United States

The Company files income tax returns in the U.S. federal jurisdiction and local jurisdictions. The Company is not currently under examination by the Internal Revenue Service or any state income tax authorities. The 2015 through 2017 tax years remain subject to examination by the Internal Revenue Service. On December 22, 2017, H.R. 1, originally known as the Tax Cuts and Jobs Act, (the “Tax Act”) was enacted. Among the significant changes to the U.S. Internal Revenue Code, the Tax Act lowers the U.S. federal corporate income tax rate (“Federal Tax Rate”) from 35% to 21% effective January 1, 2018. The Company has chosen to provide a full valuation allowance against all available income tax loss carry forwards. The Company has recognized a valuation allowance for the deferred income tax asset, since the Company cannot be assured that it is more likely than not that such benefit will be utilized in future years.

Hong Kong

China VTV was incorporated in Hong Kong and is subject to Hong Kong profits tax at 16.5%. No provision for Hong Kong income or profit tax has been made as the China VTV has no assessable profit for the period from January 9, 2015 (date of inception) to ~~November~~May 3031, ~~2019~~2020. China VTV has provided a full valuation allowance on the deferred tax assets for the net operating loss carry-forward because of the uncertainty regarding its realizability.

~~Provision for income tax expense (benefit) consists of the following:~~China

	For the Nine Months Ended
	November 30,
	2019			2018
Current
USA	$	-		$	-
Hong Kong		-			-
Subtotal		-			-
Deferred
USA
Deferred tax assets for NOL carryforwards		(34,940	)		(8,198	)
Valuation allowance		34,940			8,198
Net changes in deferred income tax expense (benefit)		-			-
Hong Kong
Deferred tax assets for NOL carryforwards		(30,999	)		(143,628	)
Valuation allowance		30,999			143,628
Net changes in deferred income tax expense (benefit)		-			-
Total provision for income tax expense (benefit)	$	-		$	-

The Company's subsidiary, the WFOE, and the VIE subsidiaries, Butterfly Effect Media, are entities incorporated in the PRC (the "PRC entities") and are subject to PRC Enterprise Income Tax (EIT), on the taxable income in accordance with the relevant PRC income tax laws, which have adopted a unified income tax rate of 25% since January 1, 2008.

~~F-12~~Provision ~~Table~~for income tax expense (benefit) consisted of ~~Contents~~the following:

	For the Three Months Ended
	May 31, 2020		May 31, 2019
Current	$	-	$	-
Deferred		-		-
Total provision for income tax expense (benefit)		-		-

F-16

Table of Contents

The following is a reconciliation of the statutory tax rate to the effective tax rate:

	For the Nine Months
	For the Three Months Ended
	Ended November 30,
	May 31, 2020			May 31, 2019
	2019				2018
PRC statutory rate	25.0	%		-	%
U.S. statutory tax benefit		(21.0	)%			(21.0	)%
Temporary difference between US GAAP and PRC tax accounting	(25.0	)%		-	%
Permanent difference		20	%			-
Effective income tax rate	-	%		-	%
Change in deferred tax asset valuation allowance		1	%			21	%
Hong Kong statutory tax benefit		(16.5	)%			(16.5	)%
Change in deferred tax asset valuation allowance		16.5	%			16.5	%
Effective income tax rate		0	%			0	%

~~The~~F-17 ~~significant~~Table ~~component~~ of ~~deferred income tax assets at November 30, 2019 and February 28, 2019 is as follows:~~Contents

	November 30,2019			February 28,2019
Net operating loss carry-forward	$	572,899		$	506,960
Valuation allowance		(572,899	)		(506,960	)
Net deferred income tax assets	$	–		$	–

The significant component of deferred income tax assets as of May 31, 2020 and February 29, 2020 are as follows:

F-13 Table of Contents

	As of
	May 31, 2020			February 29, 2020
Net operating loss carry-forward	$	879,671		$	867,187
Other receivable		488,130			482,963
Deferred revenue		11,683			11,559
Valuation allowance		(1,379,483	)		(1,361,709	)
Net deferred income tax assets	$	-		$	-

NOTE 816. SUBSEQUENT EVENTS

OnThe ~~December 18, 2019, the~~ Company, ~~VTV~~has ~~Global~~evaluated ~~Culture~~subsequent ~~Media~~events ~~(Beijing)~~that ~~Co.,~~have ~~Ltd.,~~occurred aafter ~~Chinese wholly foreign owned entity and a wholly-owned subsidiary of~~ the ~~Company~~date ~~(“WFOE”), Butterfly Effect Culture Media (Beijing) Co., Ltd., a corporation formed under the laws~~ of ~~China (~~the ~~“Target”)~~balance ~~and~~sheet ~~each~~through ~~and all of~~ the ~~shareholders~~date of ~~the~~issuance Target (each, a “Target Shareholder”, and collectively, “Target Shareholders”) entered into a business acquisition agreement (the “Acquisition Agreement”), pursuant to which the Company through its WFOE agreed to acquire the Target through a series of ~~management~~these ~~agreements~~financial ~~(the~~statements ~~“VIE Agreements”) to effectively control~~ and ~~own~~determined ~~the~~that ~~Target~~no ~~(the~~subsequent ~~“Acquisition”).~~event Inrequires ~~accordance~~recognition ~~with~~or ~~the~~disclosure Acquisition Agreement, in consideration for the effective control over the Target, the Company shall issue an aggregate of 24,000,000 shares of its common stock (the “Common Stock”) at the stipulated price of $4.00 per share (the “Stock Consideration”) to the ~~Target~~financial ~~Shareholders~~statements in accordance with ~~the~~FASB ~~percentage~~ASC ~~(the~~Topic ~~“Target Shareholder Equity Percentage”) as set forth in the Acquisition Agreement. In addition~~855, ~~subject to the terms and conditions in the Acquisition Agreement, the Company and its subsidiaries agreed to pay a total of RMB 288,000,000 (the~~ “~~Cash~~Subsequent ~~Consideration”) to the Target Shareholders pro rata with the Target Shareholder Equity Percentage over a period of time as set forth therein~~Events.”

InF-18 ~~accordance~~Table ~~with the terms and conditions~~ of the Acquisition Agreement, the Company agreed to dedicate forty percent (40%) of the net proceeds actually received in any public or private equity offering (the “Qualified Offering”), in which the Company raises at least $20,000,000 USD in gross proceeds before deducting any underwriter or placement agent’s discount and commissions and any offering expenses, to be used to pay the Target Shareholders pro rata with the Target Shareholder Equity Percentage until the total amount of the Cash Consideration is paid in full, without the obligation to pay any interest thereon.Contents

However, subject to the Claw-back provision, the Acquisition Agreement prescribes that if the Company does not make payments of at least half of the Cash Consideration to the Target Shareholders within one (1) year commencing on the first trading day (excluding the first trading day) of the Common Stock on a national stock exchange, i) the Target shall have the right to appoint the majority of the Company’s Board and manage and operate the Company and its subsidiaries and ii) each of the Target Shareholders shall have the right to receive the number of shares of the Common Stock equal to the result of (the total amount of Cash Consideration – the sum of cash received by the Target Shareholders)/ $2.00 per share* Target Shareholder Equity Percentage.

The Acquisition Agreement contains the customary representations and warranties from the Company, the Target and Target Shareholders and a non-competition covenant against two Target Shareholders. Pursuant to the Acquisition Agreement, the parties agreed to consummate the Acquisition (“Closing”) on December 31, 2019 or another date as mutually agreed.

The Company has evaluated subsequent events through the date which the financial statements were available to be issued. All subsequent events requiring recognition as of November 30, 2019 have been incorporated into these financial statements and there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.”

F-14 Table of Contents

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

This section of this Form 10-Q includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

Organization and Business Operations

China VTV Limited (~~the~~ “~~Company,”~~China ~~“we,~~VTV” ~~“us~~),” orformerly ~~“our”)~~known as T-Bamm., was incorporated ~~under~~in the ~~laws of the~~ State of Nevada on February 19, 2015. Onand ~~February~~is 9,a ~~2018,~~holding wecompany ~~filed~~which ~~with~~has ~~the~~not ~~Nevada~~carried ~~Secretary~~out ofsubstantive ~~State~~business tooperations ~~change the name~~ of ~~our~~its ~~corporation from “T-Bamm” to “China VTV Limited”~~own.

China VTV Ltd. (“China VTV HK”) was incorporated on January 9, 2015 under the laws of Hong Kong. ~~The business of~~ China VTV isHK ~~developing~~provided ana ~~Over-The-Top (the “OTT”)~~ streaming media platform that distributes streaming media as a standalone product directly to viewers over the Internet, bypassing telecommunications, multichannel television, and broadcast television platforms that traditionally act as a controller or distributor of such content. China VTV HK provides news, entertainment shows, TV episodes and other programs on its website and social media accounts.

Pursuant to the Share Exchange Agreement dated March 15, 2019, on May 6, 2019, we issued an aggregate of 115,550,000 shares of our common stock to the shareholders of China VTV HK in exchange for all of the issued and outstanding equity interests of China VTV HK and five individuals who provided prior services to China VTV HK. ~~As a result, China VTV HK has become our wholly-owned subsidiary. The acquisition of China VTV HK is treated as a reverse acquisition, and the business of China VTV became our business.~~

WeAs ~~have~~a ~~generated~~result, ~~limited~~China ~~revenue~~VTV toHK ~~date~~has ~~and~~become ~~consequently~~ our ~~operations~~wholly-owned ~~are~~subsidiary. ~~subject~~The toacquisition ~~all~~of ~~risks~~China ~~inherent~~VTV inHK ~~the~~is ~~establishment~~treated ofas a ~~new~~reverse ~~business~~acquisition, ~~enterprise. During~~and the ~~period~~business ~~from~~of ~~inception,~~China ~~February~~VTV ~~19,~~became ~~2015,~~our ~~through November 30, 2019, we had an accumulated deficit of $7,561,281~~business.

~~Going~~On ~~Concern~~December 18, 2019, the Company, VTV Global Culture Media (Beijing) Co., Ltd., a Chinese wholly foreign owned entity and a wholly-owned subsidiary of the Company (“WFOE”), Butterfly Effect Culture Media (Beijing) Co., Ltd., a corporation formed under the laws of China (the “Butterfly Effect”) and each and all of the shareholders of the Butterfly Effect (each, a “Butterfly Effect Shareholder”, and collectively, “Butterfly Effect Shareholders”) entered into a business acquisition agreement (the “Acquisition Agreement”), pursuant to which the Company through its WFOE agreed to acquire the Butterfly Effect through a series of management agreements (the “VIE Agreements”) to effectively control and own the Butterfly Effect (the “Acquisition”). In accordance with the Acquisition Agreement, in consideration for the effective control over the Butterfly Effect, the Company issued an aggregate of 24,000,000 shares of its common stock (the “Common Stock”) to the Butterfly Effect Shareholders in accordance with the percentage (the “Butterfly Effect Shareholder Equity Percentage”) as set forth in the Acquisition Agreement. In addition, subject to the terms and conditions in the Acquisition Agreement, the Company and its subsidiaries agreed to pay a total of RMB 288,000,000 (the “Cash Consideration”) to the Butterfly Effect Shareholders pro rata with the Butterfly Effect Shareholder Equity Percentage over a period of time as set forth therein.

~~Our~~Pursuant ~~auditor~~to ~~has~~the ~~indicated~~terms inand ~~their~~conditions ~~report~~of onthe ~~our~~Acquisition ~~financial~~Agreement, ~~statements~~the ~~for~~Company ~~the~~also ~~fiscal~~agreed ~~year~~to ~~ended~~dedicate ~~February~~forty ~~28,~~percent ~~2019,~~(40%) ~~that~~of ~~conditions~~the ~~exist~~net ~~that~~proceeds ~~raise~~actually ~~substantial~~received ~~doubt~~in ~~about~~any ~~our~~public ~~ability~~or toprivate ~~continue~~equity asoffering a(the ~~going~~“Qualified ~~concern~~Offering”), ~~due~~in towhich ~~our~~the ~~recurring~~Company ~~losses~~raises ~~from~~at ~~operations~~least $20,000,000 ~~deficit~~USD in ~~equity,~~gross proceeds before deducting any underwriter or placement agent’s discount and ~~the~~commissions ~~need~~and toany ~~raise~~offering ~~additional~~expenses, ~~capital~~to be used to ~~fund~~pay ~~operations.~~the AButterfly ~~“going~~Effect ~~concern”~~Shareholders ~~opinion~~pro ~~could~~rata ~~impair~~with ~~our~~the ~~ability~~Butterfly toEffect ~~finance~~Shareholder ~~our~~Equity ~~operations~~Percentage ~~through~~until the ~~sale~~total amount of ~~debt~~the orCash ~~equity~~Consideration ~~securities~~is paid in full, without the obligation to pay any interest thereon.

In addition, the Acquisition Agreement provides that in the event that the Butterfly Effect fails to meet the net profit milestones as set forth in the Acquisition Agreement, each Butterfly Effect Shareholder shall return the Common Stock or equivalent amount of cash (the “Claw-back”) according to the formula specified in the Acquisition Agreement. However, subject to the Claw-back provision, the Acquisition Agreement prescribes that if the Company does not make payments of at least half of the Cash Consideration to the Butterfly Effect Shareholders within one (1) year commencing on the first trading day (excluding the first trading day) of the Common Stock on a national stock exchange, i) the Butterfly Effect shall have the right to appoint the majority of the Company’s Board and manage and operate the Company and its subsidiaries and ii) each of the Butterfly Effect Shareholders shall have the right to receive the number of shares of the Common Stock equal to the result of (the total amount of Cash Consideration – the sum of cash received by the Butterfly Effect Shareholders)/ $2.00 per share* Butterfly Effect Shareholder Equity Percentage.

Table of Contents

The Company completed this acquisition transaction on February 24, 2020 (the “Closing Date”) and acquired Butterfly Effect Media’s business.

Butterfly Effect is primarily engaging in literary adaptation business. The Company centers its business on internet Chinese literary and literary adaptation for television shows, movies, audible books and mobile phone video games that are primarily distributed through online platforms to provide marketing and media services to the entertainment industry in China, including production of media promotion and advertising services to movies, television shows, actors and commercial products in China. For the year ended February 29, 2020, the focus and revenue stream for the Company was the purchase and sale of literature copyrights, and licensing of the copyrights to video game software development companies.

Following the acquisition, China VTV Limited and its consolidated subsidiaries and variable interest entities (“VIE”) are referred collectively herein as the “Company”. The Company plans to focus on the businesses of outdoor LED billboard advertisement in South Asia, Australia, the U.S., Taiwan and the People’s Republic of China (the “PRC”); the e-media online streaming platform;and the literary adaptation whereby the Company adapts original stories or books into TV shows, movies and mobile video games that will be distributed outside PRC through the internet. The Company is currently exploring the model to distribute contents, such as TV show episodes, produced by the Company on its online streaming platform.

Consumer

Currently, the Company has approximately 3.82 million viewers and subscribers, and most of them live in Malaysia, Singapore, Australia, Canada, Hong Kong, Taiwan, Indonesia, India, Thailand, the U.S. and other countries and regions, including mainland China.

Strategic Development with CybEye and Chief Technology Officer

On September 30, 2019, we entered into a strategic development agreement (the “Strategic Development Agreement”) with CybEye Image, Inc. (“CybEye”), pursuant to which CybEye is developing and providing technical support and maintenance to the Company’s online streaming media OTT Platform and incorporating blockchain technologies to the Company’s OTT Platform to enhance security. CybEye is a mobile video-messaging APP platform company that builds customized applications for various industries. The Strategic Development Agreement shall continue in full force and effect until September 29, 2022. During the term of the Strategic Development Agreement, CybEye will develop the OTT Platform only for the Company, and will not engage in providing any services to other media companies. Subject to the terms and conditions of the Strategic Development Agreement, the Company shall issue to CybEye two million and five hundred thousand (2,500,000) shares of its unissued and registered common stock at one time and forty thousand (40,000) shares its unissued and registered common stock per month during the term of the Strategic Development Agreement upon the effectiveness of a registration statement to register those shares. Pursuant to the terms of the Strategic Development Agreement, upon listing of the Company’s common stock on a national stock exchange market, the Company shall make a cash payment of $150,000 to CybEye instead of the stock payment at the end of each whole month for CybEye’s services pursuant to this Agreement.

4 Table of Contents

In connection with the Strategic Development Agreement, on September 30, 2019, the Company and CybEye entered into a non-exclusive licensing agreement (the “Licensing Agreement”), pursuant to which the Company and its affiliates were granted a fully-paid perpetual non-exclusive right and license to use and develop any intellectual property and proprietary information, including, without limitation, any patents and trademarks as set forth in Schedule A thereto, which CybEye owns, to carry out the purposes and goals of the Strategic Development Agreement. On December 13, 2019, the Company and CybEye entered into an amendment to the Licensing Agreement dated September 30, 2019, pursuant to which the term of the Licensing Agreement was amended to twenty (20) years (from September 30, 2019 to September 29, 2039) and the Company agreed to issue 2,500,000 shares of its common stock to CybEye as set forth in the Strategic Development Agreement dated September 30, 2019. A copy of such amendment was filed in a current report on Form 8-K on December 17, 2019.

Table of Contents

In addition, on September 30, 2019, the Company and Mr. Bing Liu (the “Executive”) entered into an executive employment agreement (the “Executive Employment Agreement”), in accordance with which, subject to the approval of the board of directors of the Company (the “Board”), the Executive shall be elected as a member of the Board and the Chief Technology Officer (“CTO”) of the Company. The Executive Employment Agreement has a term (the “Term”) of three (3) years, unless terminated earlier pursuant to the termination provisions therein. In accordance with the Employment Agreement, the Executive shall receive incentive stock options to purchase five hundred thousand (500,000) shares of the Company’s common stock each year during the Term of the employment pursuant to the stock option agreement (the “Stock Option Agreement”). Upon termination of the Strategic Development Agreement, the Executive Employment Agreement shall also be terminated, unless otherwise mutually agreed in writing. In connection with the Executive Employment Agreement, on September 30, 2019 (the “Grant Date”), the Company and the Executive entered into the Stock Option Agreement under the Company’s 2019 stock plan (the “Plan”), whereby the Company issued the Executive options (the “Options”) to purchase an aggregate of five hundred thousand (500,000) shares of the Company’s common stock, at an exercise price of $12.00 per share. The Stock Option Agreement provides that the Options shall become exercisable on September 29, 2020, one year from the Grant Date, and shall expire on September 29, 2026. Subject to the terms of the Stock Option Agreement and Plan, the Options shall vest in equal amounts each quarter from the Grant Date.

Copies of the Strategic Development Agreement, Licensing Agreement, Executive Employment Agreement and Stock Option Agreement were filed in a current report on Form 8-K on October 3, 2019.

AsSince ofNovember ~~the date of this quarterly report~~2019, our blockchain-operated App ishave been available for both iPhone and Android mobile phone users~~. At the time of this report~~, and we ~~were~~have been trying to recruit more mobile phone users to use our App to watch our online media programs.

~~Acquisition~~Impact of ~~Butterfly Effect~~Covid-19

OnA ~~December~~novel ~~18,~~strain ~~2019,~~of ~~the Company~~coronavirus, ~~VTV~~or ~~Global Culture Media (Beijing) Co., Ltd., a Chinese wholly foreign owned entity and a wholly~~COVID-~~owned subsidiary of the Company (“WFOE”)~~19, ~~Butterfly~~was ~~Effect~~first ~~Culture~~identified ~~Media~~in ~~(Beijing) Co., Ltd., a corporation formed under the laws of~~ China ~~(the~~in ~~“Target”)~~December ~~and~~2019 ~~each~~ and ~~all~~subsequently ofdeclared ~~the~~a ~~shareholders~~pandemic ofon ~~the~~March ~~Target (each~~11, ~~a “Target Shareholder”~~2020, ~~and~~by ~~collectively,~~the ~~“Target~~World ~~Shareholders”)~~Health ~~entered~~Organization. ~~into~~As a ~~business~~result ~~acquisition~~of ~~agreement (~~the ~~“Acquisition~~COVID-19 ~~Agreement”)~~pandemic, ~~pursuant~~all totravel ~~which~~has ~~the~~been ~~Company~~severely ~~through~~curtailed ~~its WFOE agreed~~ to ~~acquire~~protect the ~~Target~~health ~~through a series~~ of ~~management~~our ~~agreements~~employees ~~(the “VIE Agreements”) to effectively control~~ and ~~own~~comply ~~the Target (the “Acquisition”). In accordance~~ with ~~the~~local ~~Acquisition Agreement~~guidelines, inand ~~consideration~~we ~~for~~temporarily ~~the~~closed ~~effective~~our ~~control~~china ~~over~~offices ~~the~~from ~~Target,~~February ~~the~~to ~~Company~~early ~~shall~~March ~~issue~~2020. anTo ~~aggregate of 24~~date,~~000,000~~ ~~shares~~COVID-19 ofhas ~~its~~surfaced ~~common~~in ~~stock~~nearly ~~(the~~all ~~“Common~~regions ~~Stock”)~~around at the ~~stipulated~~world ~~price~~and ofresulted ~~$4.00 per share (the “Stock Consideration”) to the Target Shareholders~~ in ~~accordance~~travel ~~with~~restrictions ~~the~~and ~~percentage~~business ~~(the~~slowdowns ~~“Target Shareholder Equity Percentage”) as set forth~~ in ~~the~~affected ~~Acquisition Agreement~~areas. InThe ~~addition,~~full ~~subject~~impact toof the ~~terms~~pandemic ~~and~~on ~~conditions~~our ~~in the Acquisition Agreement~~business, ~~the~~operations ~~Company~~ and ~~its~~financial ~~subsidiaries~~results ~~agreed~~will todepend ~~pay~~on avarious ~~total~~factors ofthat ~~RMB~~continue ~~288,000,000 (the “Cash Consideration”)~~ to ~~the~~evolve ~~Target~~which ~~Shareholders~~we ~~pro~~may ~~rata~~not ~~with~~accurately ~~the Target Shareholder Equity Percentage over a period of time as set forth therein~~predict.

5 Table of Contents

In accordance with the terms and conditions of the Acquisition Agreement, the Company agreed to dedicate forty percent (40%) of the net proceeds actually received in any public or private equity offering (the “Qualified Offering”), in which the Company raises at least $20,000,000 USD in gross proceeds before deducting any underwriter or placement agent’s discount and commissions and any offering expenses, to be used to pay the Target Shareholders pro rata with the Target Shareholder Equity Percentage until the total amount of the Cash Consideration is paid in full, without the obligation to pay any interest thereon.

In addition, the Acquisition Agreement provides that in the event that the Target fails to meet the net profit milestones as set forth in the Acquisition Agreement, each Target Shareholder shall return the Common Stock or equivalent amount of cash (the “Claw-back”) according to the formula specified in the Acquisition Agreement. However, subject to the Claw-back provision, the Acquisition Agreement prescribes that if the Company does not make payments of at least half of the Cash Consideration to the Target Shareholders within one (1) year commencing on the first trading day (excluding the first trading day) of the Common Stock on a national stock exchange, i) the Target shall have the right to appoint the majority of the Company’s Board and manage and operate the Company and its subsidiaries and ii) each of the Target Shareholders shall have the right to receive the number of shares of the Common Stock equal to the result of (the total amount of Cash Consideration – the sum of cash received by the Target Shareholders)/ $2.00 per share* Target Shareholder Equity Percentage.

The Company and Target are in the process of completing this acquisition transaction as set forth in the Acquisition Agreement, a copy of which was filed in a current report on Form 8-K on December 23, 2019.

Change of Directors

On November 29, 2019, the board of directors (the “Board”) of the Company appointed Mr. Bing Liu as a member of the Board and the Company’s Chief Technology Officer (“CTO”), Ms. Gehui Xu and Mr. Chi-Chung Cheng as members of the Board, effective immediately. Each of Mr. Bing Liu, Ms. Gehui Xu and Mr. Chi-Chung Cheng serves as a member of the Board until the next annual shareholder meeting and until his or her successor shall be duly elected and qualified or his or her early resignation.

Mr. Bing Liu, 60 years old, is the founder and Chief Executive Officer of CybEye, Inc., which was incorporated in October 2011. He owns fourteen U.S. patents and has the expertise in social networking platform, internet security, cloud computing and multi-lingual processing. Mr. Bing Liu received a Bachelor and a Masters of Computer Science from Tsinghua University in China. The Company has thus determined that it is in its best interest of the shareholders to appoint Mr. Liu the CTO and a member of its Board to fill a vacancy on the Board.

Ms. Gehui Xu, 51 years old, was a well-known television hostess at China Central Television Station from 1991 until 1995 and started her career as a television hostess at Hong Kong Phoenix Television Station in 1996. Ms. Gehui Xu received the award as one of the Top Ten Television Hostesses in China in 1994. Ms. Gehui Xu currently hosts three TV programs at Hong Kong Phoenix Television Station. Ms. Xu received a Bachelor’s Degree in English from Beijing Foreign Language College. Therefore, the Company has determined that it is in its best interest of the shareholders to elect Ms. Gehui Xu to the Board to fill a vacancy on the Board.

Mr. Chi-Chung Cheng, 53 years old, has been a director of ETtoday Dongsen News Cloud Co., Ltd. since 2018. From 2011 to 2018, Mr. Chi-Chung Cheng was the Chairman, Chief Executive Officer and a director of SMI Holdings Group Limited (a company previously listed on the Hong Kong Stock Exchange). Mr. Chi-Chung Cheng received a Bachelor’s Degree from Taiwan University and an MBA Degree from Tsinghua University. Therefore, the Company has determined that it is in its best interest of the shareholders to appoint Mr. Chi-Chung Cheng to the Board to fill a vacancy on the Board.

On January 10, 2020, the Board reviewed and accepted Mr. Hongbin Dong’s resignation letter as a member of the Board, effective January 6, 2020. In addition, on January 10, 2020, the Board appointed Mr. Hongbin Dong as the Chairman of the supervisory board of the Company effective immediately, where Mr. Hongbin Dong oversees the general operations of the Company and advises on the executive compensation.

On January 10, 2020, the Board elected Ms. Qiongfang Shi as a member of the Board in connection with the Acquisition Agreement with Butterfly Effect, effective immediately. Ms. Qiongfang Shi serves as a member of the Board until the next annual shareholder meeting and until her successor shall be duly elected and qualified or her early resignation.

6 Table of Contents

Ms. Qiongfang Shi, 39 years old, has been a member of the board of directors of Butterfly Effect since July 2015. Previously Ms. Shi served as the Vice President of Jiubang Digital Technology (Guangzhou) Co., Ltd. from November 2010 to June 2015. In addition, Ms. Shi has had various roles in the areas of Chinese literature, sales and marketing and project management. Ms. Qiongfang Shi received an associate’s degree in international accounting from Guangdong Industry Technical College in 2000, an associate’s degree in property management from Guangzhou Caimao Guanli Ganbu College in 2004, and has been pursuing an MBA at Communication University of China since September 2019.

Results of Operations

Three Months Ended ~~November~~May 3031, ~~2019,~~2020 ~~Compared~~compared to Three Months Ended ~~November~~May 3031, ~~2018~~2019

	For The Three Months Ended
	November 30,
	2019			2018
Net revenue	$	18		$	-
Cost of revenue		6			-
Gross profit		12			-
Research and development expenses		-			1,386
Stock-based compensation expenses		4,292,109
General and administrative expenses		136,748			11,850
Total operating expense		4,428,857			13,236
Loss from operations before income taxes		(4,428,845	)		(13,236	)
Provision for income tax		-			-
Net loss	$	(4,428,845	)	$	(13,236	)

The following table sets forth our consolidated statements of operations for the periods indicated:

Revenue

	For the Three Months Ended
	May 31, 2020			May 31, 2019			Dollar Change
Net Revenue	$	3,721,618		$	-		$	3,721,618
Cost of Revenue		1,581,567			-			1,581,567
Gross Profit		2,140,051			-			2,140,051
General and Administrative Expenses		1,326,517			103,039			1,223,478
Income (Loss) from Operations		813,534			(103,039	)		916,573
Interest Expense		15,542			-			15,542
Other Loss		(18,774	)		-			(18,774	)
Income (Loss) Before Income Tax		779,218			(103,039	)		882,257
Provision for Income Tax		-			-			-
Net Income (Loss)		779,218			(103,039	)		882,257
Comprehensive Income (Loss)	$	685,729		$	(103,266	)	$	788,995

We6 ~~did~~Table not generate revenue during the three months ended November 30, 2019 or the same period ended November 30, 2018. Net revenue increased slightly by $18 for the three months ended November 30, 2019 was a result of ~~foreign currency translation difference.~~Contents

~~Cost of~~ Revenue:

WeDuring ~~did~~the ~~not~~three ~~incur~~months ~~cost~~ended May 31, 2020, we realized $3,721,618 in revenue, representing an increase of $3,721,618 as compared to $0 in revenue ~~during~~for the three months ended ~~November~~May 3031, 2019. orThe ~~the~~revenue ~~same~~was ~~period~~generated ~~ended~~from ~~November~~sales ~~30,~~of ~~2018.~~literature ~~Cost~~copyrights and licensing of ~~revenue~~copyrights ~~increased~~to ~~slightly~~video bygame $6software ~~for~~development companies. Prior to the ~~three~~acquisition ~~months~~of ~~ended~~Butterfly ~~November~~Effect 30in February 2020, ~~2019~~the ~~was~~Company adid ~~result~~not ofconduct ~~foreign~~any ~~currency~~significant ~~translation~~revenue ~~difference~~generating activities.

~~Research~~Cost ~~and~~of ~~Development Expenses~~Revenue:

WeOur ~~did~~cost ~~not~~of ~~engage~~sales inprimarily ~~any~~consisted ~~research~~of direct production cost of audiobooks and ~~development~~related ~~activities~~production ~~during~~overhead. During the three months ended ~~November~~May 3031, ~~2019~~2020, ~~and~~we ~~2018.~~had ~~Research~~cost ~~and~~of ~~development~~revenue ~~expenses~~of $1,581,567, compared to $0 during the three months ended ~~November~~May 3031, ~~2018 amounted to $1~~2019,~~386~~ ~~were~~as ~~due~~a toresult ~~foreign~~of ~~currency~~the ~~translation~~increase ~~difference~~in revenue.

General and Administrative Expenses:

General and administrative expenses primarily consisted of accrued salaries and benefits for the Company’s executives, directors and administrative staff, depreciation and amortization expenses, legal and other professional service fees, and rental expenses. General and administrative expenses were $1,326,517 for the three months ended May 31, 2020, as compared to $103,039 for the three months ended May 31, 2019, representing an increase of $1,223,478 or 1187%.

The increase in general and administrative expenses for the three months ended May 31, 2020 was primarily attributable to the increase in depreciation and amortization expenses of $577,304, salaries and benefits accruals for the Company’s executives, directors and administrative staff of $560,354, rental expenses of $72,086, legal and other professional service fees, of $10,043, and other office and miscellaneous expenses of $3,691.

Net Income (Loss):

Our net income was $779,218 for the three months ended May 31, 2020, as compared to a loss of $103,039 for the three months ended May 31, 2019, representing an increase of $882,257. Prior to the acquisitions of VTV HK and Butterfly Effect, the Company had only nominal operations and did not conduct any revenue generating activities. The Company substantially expanded its business operations in the beginning of its first fiscal quarter in 2020 through business combination transactions.

Comprehensive Income (Loss):

Our business operates in Chinese RMB and Hong Kong Dollars, but we report our results in our SEC filings in U.S. Dollars. The conversion of our accounts from RMB and Hong Kong Dollars to U.S. Dollars results in translation adjustments, which are reported as a middle step between net income and comprehensive income. The net loss is added to the accumulated deficit while the translation adjustment is added to a line item on our balance sheet labeled "other comprehensive income," since it is more reflective of changes in the relative values of U.S. and the foreign currencies than of the success of our business. During the three months ended May 31, 2020, the effect of converting our financial results to USD was a loss of $234,075 to our other comprehensive income, as compared to a loss of $227 during the three months ended May 31, 2019 as a result of the currency exchange rate fluctuation.

Liquidity and Capital Resources

Overview

The Company substantially expanded its business operations in the beginning of its first fiscal quarter in 2020 through mergers and acquisitions. For the three months ended May 31, 2020, we had net cash inflow of $686,896 from operations, compared to the same quarter of the prior year’s net cash outflow of $87,019.We expect to expand our business and grow our revenue with consistent operating profitability. We believe that cash flow from operations, financing arrangements, and cash on hand will adequately fund our operations for, at least, the next twelve months.

Table of Contents

~~Stock-based~~The ~~Compensation~~following ~~Expenses~~table sets forth a summary of our cash flows for periods indicated:

Stock-based compensation expenses increased by $4,292,109, or 100%, for the three months ended November 30, 2019, as compared to $0 for the three months ended November 30, 2018. The increase in stock-based compensation expenses were primarily due to the compensation expense recognized for common stock issued to employees, stock option granted, and compensation cost recognized due to Strategic Development Agreement.

	For the Three Months Ended
	May 31, 2020			May 31, 2019
Net Cash Provided by (Used in) Operating Activities	$	686,896		$	(87,019	)
Net Cash Provided by Investing Activities		800,529			-
Net Cash Provided by (Used in) Financing Activities		(1,365,243	)		79,522
Effect of Exchange Rate Changes on Cash and Cash Equivalents		(82,556	)		-
Net Increase (Decrease) in Cash and Cash Equivalents		39,626			(7,497	)
Cash and Cash Equivalents
Beginning		51,551			17,548
Ending	$	91,177		$	10,051

~~General~~Net ~~and~~Cash ~~Administrative~~Provided ~~Expenses~~by (Used in) Operating Activities

~~General~~Net ~~and~~cash ~~administrative~~provided ~~expenses increased~~ by ~~$124,898,~~operating ~~1,054%,~~activities towas $~~136~~686,~~748~~896 ~~for~~during the three months ended ~~November~~May 3031, ~~2019~~2020, as compared to net cash used in operating activities of $1187,~~850~~019 for the three months ended ~~November~~May 3031, ~~2018~~2019, reflecting an increase in the amount of $773,915. The increase in ~~general~~the ~~and~~cash ~~administrative~~provided ~~expenses~~by operating activities was primarily due to the increase in ~~professional~~net ~~legal~~income ~~fees~~from ofthe ~~$55~~business operations,~~444,~~ the ~~increase~~decrease in ~~executive~~advances ~~compensation~~to ~~of $52~~suppliers,~~952,~~ the increase in ~~depreciation~~deferred ~~expense~~revenue ofand $9tax payable,~~330~~ ~~and~~partly offset by the increase in ~~travel expenses of $4~~inventories,~~240~~ ~~during~~and the ~~three~~decrease ~~months~~in ~~ended~~other ~~November 30~~payable, ~~2019,~~ compared to the ~~same~~three ~~period~~months ended inMay ~~November 30~~31, ~~2018~~2019.

Net ~~Loss~~Cash Provided by Investing Activities

~~Our~~Net ~~net~~cash ~~loss~~provided ~~increased~~ by ~~$4,415,609,~~investing oractivities ~~33361%,~~was to $4800,~~428,845~~529 ~~for~~during the three months ended ~~November~~May 3031, ~~2019~~2020, as compared to net cash provided by investing activities of $~~13,236~~0 for the three months ended ~~November~~May 3031, ~~2018~~2019. The increase in ~~net~~cash ~~loss~~provided by investing activities in the amount of $800,529 was aprimarily ~~result~~due to the receipt of $3,214,837 net cash proceeds from the sale of 15% interest in a Company’s 86.5% owned subsidiary, offset by the increase in ~~stock-based~~acquisition ~~compensation~~of ~~and~~new ~~general~~intangible ~~and~~assets ~~administrative~~in ~~expenses~~amount of $2,414,308.

~~Nine~~Net ~~Months~~Cash ~~Ended~~Provided ~~November~~by ~~30,~~(Used ~~2019,~~in) ~~Compared~~Financing ~~to Nine Months Ended November 30, 2018~~Activities

	For The Nine Months Ended
	November 30,
	2019			2018
Net revenue	$	3,846		$	-
Cost of revenue		1,282			-
Gross profit		2,564			-
Research and development expenses		-			863,528
Stock-based compensation expenses		4,292,109
General and administrative expenses		356,817			45,984
Total operating expense		4,648,926			909,512
Loss from operations before income taxes		(4,646,362	)		(909,512	)
Provision for income tax		-			-
Net loss	$	(4,646,362	)	$	(909,512	)

Net cash used in financing activities was $1,365,243 during the three months ended May 31, 2020, compared to the net cash provided by financing activities of $79,522 for the three months ended May 31, 2019. The increase in the cash used in financing activities in the amount of $1,444,765 was primarily due to the decrease in the balance of due to related parties and short-term debt during the three months ended May 31, 2020, compared to the three months ended May 31, 2019.

~~Revenue~~Net increase in cash and cash equivalents was $39,626 for the three months ended May 31, 2020, compared to net decrease in cash and cash equivalents of $7,497 for the three months ended May 31, 2019.

~~During~~Sources ~~the nine months ended November 30, 2019, we generated revenue~~ of ~~$3,846, 100% increase compared to $0 during the nine months ended November 30, 2018, as a result of one-time advertising revenue.~~Liquidity

~~Cost~~The principal sources of ~~Revenue~~liquidity are derived from cash flows from operations, available borrowings including the related parties’ advances under our existing financing arrangements, proceeds from private placements, and existing cash on hand.

~~Cost~~Uses of Revenue mainly consisted of the fees we pay to telecommunications carriers and other service providers for telecommunications and other content delivery-related services. During the nine months ended November 30, 2019, we had cost of revenue of $1,282, 100% increase compared to $0 during the nine months ended November 30, 2018, as a result of the increase in advertising revenue.Liquidity

The Company's requirements for liquidity and capital resources are generally for the purposes of operating activities and capital expenditures.

Table of Contents

~~Research~~Critical ~~and~~Accounting ~~Development Expenses~~Policies

Research and development expenses mainly consist of the costs incurred in the development and improvement of the Company’s OTT service platform. Research and development expenses decreased by $863,528, or 100%, to $0 for the nine months ended November 30, 2019, as compared to $863,528 for the nine months ended November 30, 2018. The decrease in those expenses was primarily because we did not engage in any research and development activities for the nine months ended November 30, 2019.

Stock-based Compensation Expenses

Stock-based compensation expenses increased by $4,292,109, 100%, for the nine months ended November 30, 2019, as compared to $0 for the nine months ended November 30, 2018. The increase in stock-based compensation expenses were primarily due to the compensation expense recognized for common stock issued to employees, stock option granted, and compensation cost recognized due to Strategic Development Agreement.

General and Administrative Expenses

General and administrative expenses increased by $310,833, or 676%, to $356,817 for the nine months ended November 30, 2019, as compared to $45,984 for the nine months ended November 30, 2018. The increase in general and administrative expenses was primarily due to the increase in professional legal fees of $111,597, the increase in executive compensation of $140,121, and the increase in travel expenses of $24,235 during the nine months ended November 30, 2019, compared to the same period ended in November 30, 2018.

Net Loss

Our net loss increased by $3,736,850, or 411%, to $4,646,362 for the nine months ended November 30, 2019, as compared to $909,512 for the nine months ended November 30, 2018. The increase in net loss was a result of the increase in stock-based compensation and general and administrative expenses, offset by the decrease in research and development expenses.

Capital Resources and Liquidity

	For the Nine Months
	Ended November 30,
	2019			2018
Net cash provided by (used in) operating activities		98,221			(940,883	)
Net cash used in investing activities		(111,684	)		-
Net cash provided by financing activities		-			893,528
Effect of exchange rate changes on cash and cash equivalents		(13	)		3,594
Net decrease in cash and cash equivalents		(13,476	)		(43,761	)
Cash and Cash Equivalents
Beginning		17,548			51,451
Ending	$	4,072		$	7,690

As of November 30, 2019, we had cash and cash equivalent of $4,072 compared to $17,548 as of February 28, 2019. We will have to seek funding from outside sources to satisfy our liquidity requirements for the next three months. As of November 30, 2019, we had incurred operating losses of $7,561,281 since the inception. As of November 30, 2019, we had a working capital deficit of $1,049,394.

9 Table of Contents

Net cash provided by operating activities was $98,221 during the nine months ended November 30, 2019, compared to net cash used in operating activities of $940,883 for the nine months ended November 30, 2018. The increase in the cash provided by operating activities was primarily due to the decrease in net loss and the increase in net proceeds provided by accrued expenses and related parties for working capital purpose during the nine months ended November 30, 2019.

Net cash used in investing activities was $111,684 during the nine months ended November 30, 2019, compared to $0 for the nine months ended November 30, 2018. The increase in net cash used in investing activities was due to the purchase of office equipment and furniture during the nine months ended November 30, 2019.

Net cash provided by financing activities was $0 during the nine months ended November 30, 2019, compared to $893,528 for the nine months ended November 30, 2018. The decrease in net cash provided by financing activities was primarily because we did not have capital contribution from shareholders during the nine months ended November 30, 2019.

Our net change in cash and cash equivalents was $(13,476) for the nine months ended November 30, 2019 and $(43,761) for the nine months ended November 30, 2018.

Going Concern

We require additional funding to meet our ongoing obligations and to fund anticipated operating losses. Our auditor has expressed substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on raising capital to fund our initial business plan and ultimately to attain profitable operations. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

We expect to incur marketing, professional and administrative expenses as well expenses associated with maintaining our filings with the Securities and Exchange Commission. We will require additional funds during this time and will seek to raise the necessary additional capital. If we are unable to obtain additional financing, we may be required to reduce the scope of our business development activities, which could harm our business plans, financial condition and operating results. Additional funding may not be available on favorable terms, if at all. We intend to continue to fund its business by way of equity or debt financing and advances from related parties. Any inability to raise capital as needed would have a material adverse effect on our business, financial condition and results of operations.

If we cannot raise additional funds, we will have to cease business operations. As a result, our common stock investors would lose all of their investment.

Off-balance sheet arrangements

As of November 30, 2019, other than the situation described in the section titled Capital Recourses and Liquidity, we had no off-balance sheet arrangements that had or were reasonably likely to have a current or future effect or change on the company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the company is a party, under which the company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

10 Table of Contents

Critical Accounting Policies and Estimates

Basis of Presentation

The interim financial information referred to above has been prepared and presented in conformity with accounting principles generally accepted in the United States of America applicable to interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. The interim financial information has been prepared on a basis consistent with prior interim periods and years and includes all disclosures that are necessary and required by applicable laws and regulations. This report on Form 10-Q should be read in conjunction with the Company’s financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended February 28, 2019.

Principal of Consolidation

Use of Estimates

Cash and Cash Equivalents

11 Table of Contents

Property, Plant, and Equipment

Estimated Life Office Equipment and Furniture 3 years

Impairment of Long-Lived Assets:

Reclassification

Advances to Suppliers

Inventories

Net realizable value is the estimated selling price in the normal course of business less any costs to complete and sell products.

Copyrights

Revenue Recognition

12The ~~Table~~Company began to generate revenue during the year ended February 29, 2020. The Company sells advertising services to third-party advertising agencies and advertisers. Advertising contracts are signed to establish the price and specify the advertising services to be provided. Pursuant to the advertising contracts, the Company provides advertisement placements on its APP Platform in different formats, including but not limited to video, banners, links, logos, brand placement and buttons. The Company performs a credit assessment of ~~Contents~~the customers to assess the collectability of the revenue prior to entering into contracts. For contracts where the Company provides customers with multiple performance obligations, primarily for advertisements to be displayed in different spots, placed under different forms and occurred at different times, the Company would evaluate all the performance obligations in the arrangement to determine whether each performance obligation is distinct. Consideration is allocated to each performance obligation based on its standalone selling price and revenue is recognized as each performance obligation is satisfied by displaying the advertisements in accordance with the advertising contracts.

~~The~~9 ~~Company~~Table adopted Topic 606 effective March 1, 2019 and began to generate revenue during the nine months ended November 30, 2019. The Company sells advertising services to third-party advertising agencies and advertisers. Advertising contracts are signed to establish the price and advertising services to be provided. Pursuant to the advertising contracts, the Company provides advertisement placements on its OTT platform in different formats, including but not limited to video, banners, links, logos, brand placement and buttons. The Company performs a credit assessment of the customer to assess the collectability of the contract price prior to entering into contracts. For contracts where the Company provides customers with multiple performance obligations, primarily for advertisements to be displayed in different spots, placed under different forms and occur at different times, the Company would evaluate all the performance obligations in the arrangement to determine whether each performance obligation is distinct. Consideration is allocated to each performance obligation based on its standalone selling price and revenue is recognized as each performance obligation is satisfied by displaying the advertisements in accordance with the advertising contracts.Contents

Stock-Based Payments

Translation Adjustment

Table of Contents

The resulting translation adjustments are reported under accumulated other comprehensive income (loss) as a component of stockholders’ equity (deficit).

~~Comprehensive~~Impairment ~~Income~~of ~~(Loss)~~Long-Lived Assets and Goodwill

13Goodwill ~~Table~~represents the excess of ~~Contents~~the purchased consideration over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed of the acquired entity as a result of the Company’s acquisitions of interests in VIE and its subsidiaries. Goodwill is not amortized but is tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that it might be impaired. The Company first assesses the qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. In the qualitative assessment, the Company considers primary factors such as industry and market considerations, overall financial performance of the reporting unit, and other specific information related to the operations. Based on the qualitative assessment, if it is more likely than not that the fair value of each reporting unit is less than the carrying amount, the quantitative impairment test will be performed. Application of a goodwill impairment test requires significant management judgment.

Fair Value Measurements

· Level 1 –- ~~Inputs are~~ quoted prices in(unadjusted) active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Valuation of these instruments does not require a high degree of judgment as the valuations are based on quoted prices in active markets that are ~~readily~~accessible ~~and~~at ~~regularly available. · Level 2 – Inputs other than quoted prices in active markets that are either directly or indirectly observable as of~~ the measurement date, ~~such as quoted prices~~ for ~~similar~~identical assets orand liabilities~~; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities~~. ~~· Level 3 – Valuations based on inputs that are unobservable and not corroborated by market data.~~ The fair value ~~for~~hierarchy ~~such~~gives ~~assets and liabilities is generally determined using pricing models, discounted cash flow methodologies, or similar techniques that incorporate~~ the ~~assumptions~~highest apriority ~~market~~to ~~participant~~Level ~~would~~1 ~~use in pricing the asset or liability~~inputs.

~~The~~Level ~~carrying~~2 ~~values~~- ofobservable ~~certain~~prices ~~assets~~that ~~and~~are ~~liabilities~~based ofon ~~the~~inputs ~~Company,~~not ~~such~~quoted ason ~~accounts~~active ~~payable~~markets ~~and~~but ~~accrued~~corroborated ~~expenses,~~by ~~approximate~~market todata; ~~fair value due to their relatively short maturities.~~and

The carrying values of certain assets and liabilities of the Company approximate to fair value due to their relatively short maturities.

Noncontrolling Interests

Table of Contents

Basic and Diluted Earnings (Loss) Per Share

	May 31,		May 31,
	2020		2019
Stock options		500,000		-
		500,000		-

Income Taxes

Recently Issued Accounting Pronouncements

14Off-balance ~~Table~~sheet ~~of Contents~~arrangements

As of May 31, 2020, we had no off-balance sheet arrangements that had or were reasonably likely to have a current or future effect or change on the company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the company is a party, under which the company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

Table of Contents

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to provide reasonable assurance that material information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that the 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. We performed an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on their evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were not effective as of ~~November~~May 3031, ~~2019~~2020.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures is also based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter to which this Quarterly Report on Form 10-Q relates that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.

1513 Table of Contents

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

Currently we are not involved in any pending litigation or legal proceeding.

Item 1A. Risk Factors.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

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

During the three months ended ~~November~~May 3031, ~~2019~~2020, the Company ~~issued~~did annot ~~aggregate~~issue ofany ~~550,000~~share ~~shares~~ of unregistered common stock toexcept ~~five~~as ~~employees~~disclosed ofin the Company ~~for their services provided to the Company, pursuant to the Company~~’s ~~2019~~current ~~Stock~~reports ~~Incentive~~on ~~Plan~~form ~~and~~8-K ~~respective~~during ~~stock~~such ~~award agreements with the five employees of the Company~~period. ~~Such issuances were exempted from registration pursuant to Section 4(a)(2) under the Securities Act.~~

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mining Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

1614 Table of Contents

Item 6. Exhibits.

The following exhibits are filed herewith:

Exhibit No.		Description

31.1		Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

1715 Table of Contents

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.

	China VTV Limited
	(Registrant)
Date: February 10, 2020	By:	/s/ Tijin Song
Date: August 19, 2020	By:	/s/ Tijin Song
		Tijin Song
		Chief (Principal) Executive Officer

1816

Filing Compare · China VTV Ltd