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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For The Quarterly Period Ended ~~May~~February 3128, ~~2022~~2023

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

For the transition period from ____________ to ____________

Commission File Number ~~333~~000-~~221548~~56159

LEADER CAPITAL HOLDINGS CORP.

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

Nevada		37-1853394
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

~~Room~~Rm. ~~2708-09~~301, ~~Metropolis~~3F., ~~Tower~~No. 131, 10Sec. ~~Metropolis~~3, ~~Drive~~Minsheng E. Rd., ~~Hung~~Songshan ~~Hom~~Dist., ~~Hong~~Taipei ~~Kong~~City 105405 , Taiwan (R.O.C.) (Address of principal executive offices) (Zip Code)

Registrant’s phone number, including area code: +~~852~~886-~~3487~~2-~~6378~~2547-5643

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

~~Title~~Securities registered ofpursuant ~~Each~~to ~~Class~~Section ~~Trading~~12(g) ~~Symbol Name~~ of ~~Each~~the ~~Exchange on Which Registered N/A N/A N/A~~Act:

Title of Each Class		Trading Symbol		Name of Each Exchange on Which Registered
Common stock, $0.0001 par value		LCHD		N/A

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

YES ☒ NO ☐

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

YES ☒ NO ☐

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

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

Large Accelerated Filer ☐ Accelerated Filer ☐ Non-accelerated Filer ☒ Smaller reporting company ☒☐ Emerging growth company ☒

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

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

Yes ☐ No ☒

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

Class		Outstanding at ~~July~~June 1427, ~~2022~~2023
Common Stock, $0.0001 par value		~~186~~206,~~770~~470,825

LEADER CAPITAL HOLDINGS CORP.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED ~~MAY~~FEBRUARY 3128, ~~2022~~2023

TABLE OF CONTENTS

		Page
Special Note Regarding Forward-Looking Statements and Other Information Contained in this Report		ii
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements:	1
	Condensed Consolidated Balance Sheets as of May 31, 2022 (unaudited) and August 31, 2021	2
	Condensed Consolidated Balance Sheets as of February 28, 2023 (unaudited) and August 31, 2022	2
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Nine and Three Months Ended May 31, 2022 and 2021 (unaudited)	3
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Six and Three Months Ended February 28, 2023 and 2022 (unaudited)	3
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Nine and Three Months Ended May 31, 2022 and 2021 (unaudited)	4
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Six and Three Months Ended February 28, 2023 and 2022 (unaudited)	4-5
	Condensed Consolidated Statements of Cash Flows for the Nine months ended May 31, 2022 and 2021 (unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the Six months ended February 28, 2023 and 2022 (unaudited)	6
	Notes to the Unaudited Condensed Consolidated Financial Statements	67
Item 2.	Management’s Discussion And Analysis Of Financial Condition And Results Of Operations	3132
Item 3.	Quantitative And Qualitative Disclosures About Market Risk	3536
Item 4.	Controls And Procedures	3637
PART II	OTHER INFORMATION
Item 1	Legal Proceedings	3738
Item 1A	Risk Factors	3738
Item 2	Unregistered Sales Of Equity Securities And Use Of Proceeds	3738
Item 3	Defaults Upon Senior Securities	3839
Item 4	Mine Safety Disclosures	3839
Item 5	Other Information	3839
Item 6	Exhibits	3839
Signatures		3940

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND OTHER INFORMATION CONTAINED IN THIS REPORT

CONTAINED IN THIS REPORT

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

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

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

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

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

	●	there are uncertainties regarding the interpretation and enforcement of the People’s Republic of China (“PRC”) laws, rules, and regulations;

	●	competition in our industry;

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

	●	proceedings brought by the SEC against China-based accounting firms could result in our inability to file future financial statements in compliance with the requirements of the Exchange Act.;

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

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

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

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

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

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

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

LEADER CAPITAL HOLDINGS CORP. AND SUBSIDIARIES

INDEX TO UNAUDITED FINANCIAL STATEMENTS

	Page
Condensed Consolidated Balance Sheets	2
Condensed Consolidated Statements of Operations and Comprehensive Loss	3
Condensed Consolidated Statements of Changes in Stockholders’ Equity	4-5
Condensed Consolidated Statements of Cash Flows	56
Notes to Condensed Consolidated Financial Statements	67

LEADER CAPITAL HOLDINGS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

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

	May 31, 2022			August 31, 2021
	February 28, 2023			August 31, 2022
	As of
	May 31, 2022			August 31, 2021
	February 28, 2023			August 31, 2022
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	~~298~~2,~~795~~942		$	~~787~~213,~~154~~270
Accounts receivable		32,~~846~~705			14,~~567~~413
Prepayments, deposits and other receivables		~~247~~93,~~956~~228			~~231~~176,~~715~~201
Inventory		92,~~641~~677			18,~~128~~074
Total current assets		560,238			1,021,564
Due from a shareholder		2,086			-
Total current assets		103,638			401,958
Non-current assets
Plant and equipment, net		73,873			69,760
Non-marketable equity securities		1,500			1,500
Intangible assets		564,704			630,809
Plant and equipment, net		45,949			71,004
Goodwill		1,747,945			1,747,945
Intangible assets		4,058			4,304
Operating lease right-of-use assets, net		~~161~~97,~~192~~959			~~352~~227,~~354~~230
Prepayments, deposits and other receivables		6,~~899~~519			~~102~~12,~~339~~822
Total non-current assets		2155,~~554,613~~985			2316,~~903,207~~860
TOTAL ASSETS	$	3259,~~114,851~~623		$	3718,~~924,771~~818
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accrued expenses and other payables	$	~~490~~650,~~890~~966		$	~~374~~450,~~269~~555
Contract liabilities		~~188~~50,~~508~~000			16169,~~225~~951
Operating lease liability, current		~~106~~69,~~501~~966			~~292~~150,~~024~~381
Bonds payable		600,000			600,000
Convertible notes payable to related parties		-			108,000
Other loans from shareholders, current		300,256			260,709
Other loans, current		448,894			-
Other loans from a non-related party, current		5,802			-
Due to shareholders		57,785			53,791
Other loans, current		5,802			-
Due to a director		978,027			1,098,374
Due to shareholders		49,140			45,343
Total current liabilities		2,870,605			2,542,683
Due to a director		1,159,788			973,564
Due to shareholders and director		1,159,788			973,564
Total current liabilities		2,885,918			2,650,503
Non-current liabilities
Operating lease liability, non-current		5424,~~691~~809			6068,~~331~~422
Deferred tax liabilities		112,055			125,502
Other loans from shareholders, non-current		200,000			200,000
Convertible notes payable to related parties		-			882,000
Total non-current liabilities		224,809			268,422
Other loans, non-current		200,000			-
TOTAL LIABILITIES	$	3,110,727		$	2,918,925
Total non-current liabilities		366,746			1,067,833
COMMITMENTS AND CONTINGENCIES (Note 16)		-
TOTAL LIABILITIES	$	3,237,351		$	3,610,516
COMMITMENTS AND CONTINGENCIES (Note 14)		-
STOCKHOLDERS’ EQUITY
Preferred stock, $0.0001 par value; 200,000,000 shares authorized; None issued and outstanding		-			-
Common stock, $0.0001 par value; 600,000,000 shares authorized; 186,270,069 and 157,949,219 shares issued and outstanding as of May 31, 2022 and August 31, 2021, respectively		18,627			15,795
Common stock, $0.0001 par value; 600,000,000 shares authorized; 200,470,825 and 191,770,825 shares issued and outstanding as of February 28, 2023 and August 31, 2022, respectively		20,047			19,177
Additional paid-in capital		3233,~~048~~080,~~834~~537			2332,~~470~~339,~~641~~182
Accumulated other comprehensive income		81415,~~507~~479			~~(171~~362,~~114~~698	)
Accumulated deficits		(3236,~~271~~367,~~468~~167	)		(2334,~~001~~921,~~067~~164	)
TOTAL STOCKHOLDERS’ (DEFICIT) EQUITY	$	(122,500	)	$	314,255
TOTAL STOCKHOLDERS’ DEFICIT	$	(2,851,104	)	$	(2,200,107	)
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY	$	3,114,851		$	3,924,771
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	259,623		$	718,818

See accompanying notes to the condensed consolidated financial statements.

LEADER CAPITAL HOLDINGS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

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

	May 31, 2022			May 31, 2021			May 31, 2022			May 31, 2021
	February 28, 2023			February 28, 2022			February 28, 2023			February 28, 2022
	For the nine months ended						For the three months ended
	For the six months ended						For the three months ended
	May 31, 2022			May 31, 2021			May 31, 2022			May 31, 2021
	February 28, 2023			February 28, 2022			February 28, 2023			February 28, 2022
REVENUE	$	~~156~~348,~~527~~461		$	7822,~~696~~436		$	~~134~~93,~~091~~921		$	237,~~444~~631
OPERATING EXPENSES
Research and development expenses		(~~366~~216,~~040~~688	)		(~~456~~261,~~428~~179	)		(~~104~~110,~~861~~410	)		(~~151~~114,~~863~~896	)
Sales and marketing expenses		(~~272~~16,~~801~~946	)		(~~186~~247,~~068~~536	)		(253,~~265~~163	)		(1533,~~338~~764	)
General and administrative expenses		(41,~~590~~467,~~793~~727	)		(72,~~779~~781,~~743~~422	)		(1769,~~809,371~~108	)		(21,~~301~~110,~~816~~932	)
LOSS FROM OPERATIONS		(51,~~073~~352,~~107~~900	)		(83,~~343~~267,~~543~~701	)		(1788,~~805,406~~760	)		(21,~~445~~251,~~573~~961	)
Interest expense		(6261,~~338~~601	)		(5150,~~000~~696	)		(1130,~~642~~937	)		(1822,~~597~~196	)
(Loss) Gain on change in fair value of convertible notes		(3,983,877	)		(129,288	)		(2,802,547	)		201,000
Loss on change in fair value of convertible notes		-			(1,181,330	)		-			(1,076,830	)
OTHER (EXPENSE) INCOME
Exchange difference, net		(~~244~~49,~~163~~915	)		-(6,054	)		~~(238~~75,~~109~~294	)		-(30,974	)
Other income – from related parties		-			1,823			-			-
Other income – from non-related parties		18,413			531			17,473			80
Other income (expense) – from non-related parties		79,637			1,990			79,106			(19,212	)
Total other (expense) income		(31,502	)		(5,523	)		92,767			(30,894	)
Total other (Expense) income		(164,526	)		3,813			(159,003	)		(19,212	)
LOSS BEFORE INCOME TAX		(1,446,003	)		(4,505,250	)		(726,930	)		(2,381,881	)
LOSS BEFORE INCOME TAX		(9,283,848	)		(8,520,018	)		(4,778,598	)		(2,282,382	)
Income tax benefit		-			8,964			-			4,482
Income tax benefit		13,447			16,108			4,483			5,879
NET LOSS	$	(1,446,003	)	$	(4,496,286	)	$	(726,930	)	$	(2,377,399	)
NET LOSS	$	(9,270,401	)	$	(8,503,910	)	$	(4,774,115	)	$	(2,276,503	)
OTHER COMPREHENSIVE LOSS
Foreign currency translation adjustment		~~252~~52,~~621~~781			~~(238~~11,~~712~~083	)		~~241~~(79,~~538~~592	)		~~(274~~35,~~296~~460	)
TOTAL COMPREHENSIVE LOSS	$	(91,~~017~~393,~~780~~222	)	$	(84,~~742~~485,~~622~~203	)	$	(4806,~~532,577~~522	)	$	(2,~~550~~341,~~799~~939	)
Net loss per share - Basic and diluted	$	(0.0501	)	$	(0.0603	)	$	(0.0200	)*	$	(0.0102	)
Weighted average number of shares of common stock outstanding - Basic and diluted		171,713,173			139,771,102			184,072,180			141,699,780
Weighted average number of shares of common stock outstanding – Basic and diluted		201,084,637			165,431,246			202,304,158			170,033,710

*	Less than $0.01 per share

See accompanying notes to the condensed consolidated financial statements.

LEADER CAPITAL HOLDINGS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

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

	Number of shares		Amount		PAID IN CAPITAL			COMPREHENSIVE INCOME			ACCUMULATED DEFICITS			EQUITY (DEFICIT)
FOR THE SIX MONTHS ENDED FEBRUARY 28, 2023
FOR THE NINE MONTHS ENDED MAY 31, 2022
	COMMON STOCK				ADDITIONAL			ACCUMULATED OTHER						TOTAL
	COMMON STOCK				ADDITIONAL			ACCUMULATED OTHER						TOTAL STOCKHOLDERS’
	Number of shares		Amount		PAID IN CAPITAL			COMPREHENSIVE INCOME			ACCUMULATED DEFICITS			STOCKHOLDERS’ DEFICIT
	Number of shares		Amount		PAID IN CAPITAL			COMPREHENSIVE INCOME			ACCUMULATED DEFICITS			EQUITY (DEFICIT)
Balance as of September 1, 2022		191,770,825	$	19,177	$	32,339,182		$	362,698		$	(34,921,164	)	$	(2,200,107	)
Balance as of September 1, 2021		157,949,219	$	15,795	$	23,470,641		$	(171,114	)	$	(23,001,067	)	$	314,255
Shares issued in private placement		2,000,000		200		299,800			-			-			300,000
Shares issued in private placement		14,170,000		1,417		1,688,583			-			-			1,690,000
Shares issued to employees and consultants for stock award		6,700,000		670		(670	)		-			-			-
Shares issued to service providers		1,000,000		100		(100	)		-			-			-
Share based compensation		-		-		442,225			-			-			442,225
Shares issued to employees and consultants for stock award		9,550,850		955		(955	)		-			-			-
Foreign currency translation adjustment		-		-		-			52,781			-			52,781
Shares to be issued on conversion of convertible notes		3,600,000		360		4,631,640			-			-			4,632,000
Net loss		-		-		-			-			(1,446,003	)		(1,446,003	)
Share based compensation		-		-		2,259,025			-			-			2,259,025
Balance as of February 28, 2023		200,470,825	$	20,047	$	33,080,537		$	415,479		$	(36,367,167	)	$	(2,851,104	)
Foreign currency translation adjustment		-		-		-			252,621			-			252,621
Net loss		-		-		-			-			(9,270,401	)		(9,270,401	)
Balance as of May 31, 2022		186,270,069	$	18,627	$	32,048,834		$	81,507		$	(32,271,468	)	$	(122,500	)

FOR THE NINE MONTHS ENDED MAY 31, 2021
FOR THE SIX MONTHS ENDED FEBRUARY 28, 2022
	COMMON STOCK						ADDITIONAL			ACCUMULATED OTHER						TOTAL
										ACCUMULATED						TOTAL
	Number of shares			Amount			PAID IN CAPITAL			COMPREHENSIVE INCOME			ACCUMULATED DEFICITS			STOCKHOLDERS’ EQUITY
	COMMON STOCK						ADDITIONAL			OTHER						STOCKHOLDERS’
Balance as of September 1, 2020		135,474,219		$	13,548		$	13,272,673		$	-		$	(11,307,575	)	$	1,978,646
	Number of shares			Amount			PAID IN CAPITAL			COMPREHENSIVE LOSS			ACCUMULATED DEFICITS			EQUITY (DEFICIT)
Shares issued in private placement		28,257,500			2,825			3,099,155			-			-			3,101,980
Balance as of September 1, 2021		157,949,219		$	15,795		$	23,470,641		$	(171,114	)	$	(23,001,067	)	$	314,255
Shares to be issued in private placement		-			-			210,000			-			-			210,000
Shares issued in private placement		9,010,000			901			1,149,099			-			-			1,150,000
Shares issued to service providers		31,~~500~~000,000			~~350~~100			(~~350~~100	)		-			-			-
Shares issued to employees		9,000,000			900			(900	)		-			-			-
Shares to be issued on conversion of convertible notes		1,600,000			-			1,632,000			-			-			1,632,000
Cancellation of restricted shares		(23,632,500	)		(2,363	)		2,363			-			-			-
Share compensation		-			-			1,060,813			-			-			1,060,813
Share based compensation		-			-			5,409,296			-			-			5,409,296
Foreign currency translation adjustment		-			-			-			11,083			-			11,083
Foreign currency translation adjustment		-			-			-			(238,712	)		-			(238,712	)
Net loss		-			-			-			-			(4,496,286	)		(4,496,286	)
Net loss		-			-			-			-			(8,503,910	)		(8,503,910	)
Balance as of February 28, 2022		169,559,219		$	16,796		$	27,312,453		$	(160,031	)	$	(27,497,353	)	$	(328,135	)
Balance as of May 31, 2021		152,599,219		$	15,260		$	21,992,237		$	(238,712	)	$	(19,811,485	)	$	1,957,300

FOR THE THREE MONTHS ENDED MAY 31, 2022
	COMMON STOCK				ADDITIONAL			ACCUMULATED OTHER						TOTAL
	Number of shares		Amount		PAID IN CAPITAL			COMPREHENSIVE INCOME			ACCUMULATED DEFICITS			STOCKHOLDERS’ DEFICIT
Balance as of March 1, 2022		169,559,219	$	16,796	$	27,312,453		$	(160,031	)	$	(27,497,353	)	$	(328,135	)
Shares issued in private placement		5,160,000		516		539,484			-			-			540,000
Shares issued to employees and consultants for stock award		9,550,850		955		(955	)		-			-			-
Shares to be issued on conversion of convertible notes		2,000,000		360		2,999,640			-			-			3,000,000
Share based compensation		-		-		1,198,212			-			-			1,198,212
Foreign currency translation adjustment		-		-		-			241,538			-			241,538
Net loss		-		-		-			-			(4,774,115	)		(4,774,115	)
Balance as of May 31, 2022		186,270,069	$	18,627	$	32,048,834		$	81,507		$	(32,271,468	)	$	(122,500	)

FOR THE THREE MONTHS ENDED MAY 31, 2021
	COMMON STOCK						ADDITIONAL		ACCUMULATED OTHER						TOTAL
	Number of shares			Amount			PAID IN CAPITAL		COMPREHENSIVE INCOME			ACCUMULATED DEFICITS			STOCKHOLDERS’ EQUITY
Balance as of March 1, 2021		138,894,219		$	13,890		$	17,524,923	$	35,584		$	(17,534,982	)	$	39,415
Shares issued in private placement		26,837,500			2,683			2,681,297		-			-			2,683,980
Shares to be issued in private placement		-			-			210,000		-			-			210,000
Cancellation of restricted shares		(13,132,500	)		(1,313	)		1,313		-			-			-
Share compensation		-			-			1,574,704		-			-			1,574,704
Foreign currency translation adjustment		-			-			-		(274,296	)		-			(274,296	)
Net loss		-			-			-		-			(2,276,503	)		(2,276,503	)
Balance as of May 31, 2021		152,599,219		$	15,260		$	21,992,237	$	(238,712	)	$	(19,811,485	)	$	1,957,300

See accompanying notes to the condensed consolidated financial statements.

FOR THE THREE MONTHS ENDED FEBRUARY 28, 2023
	COMMON STOCK				ADDITIONAL		ACCUMULATED OTHER						TOTAL
	Number of shares		Amount		PAID IN CAPITAL		COMPREHENSIVE INCOME			ACCUMULATED DEFICITS			STOCKHOLDERS’ DEFICIT

Balance as of December 1, 2022		200,470,825	$	20,047	$	32,811,645	$	495,071		$	(35,640,237	)	$	(2,313,474	)
Share based compensation		-		-		268,892		-			-			268,892
Foreign currency translation adjustment		-		-		-		(79,592	)		-			(79,592	)
Net loss		-		-		-		-			(726,930	)		(726,930	)
Balance as of February 28, 2023		200,470,825	$	20,047	$	33,080,537	$	415,479		$	(36,367,167	)	$	(2,851,104	)


FOR THE THREE MONTHS ENDED FEBRUARY 28, 2022
	COMMON STOCK				ADDITIONAL			ACCUMULATED OTHER						TOTAL
	Number of shares		Amount		PAID IN CAPITAL			COMPREHENSIVE LOSS			ACCUMULATED DEFICITS			STOCKHOLDERS’ EQUITY (DEFICIT)

Balance as of December 1, 2021		162,109,219	$	16,211	$	24,970,454		$	(195,491	)	$	(25,119,954	)	$	(328,780	)
Beginning balance, value		162,109,219	$	16,211	$	24,970,454		$	(195,491	)	$	(25,119,954	)	$	(328,780	)
Shares issued in private placement		4,850,000		485		484,515			-			-			485,000
Shares issued to service providers		1,000,000		100		(100	)		-			-			-
Shares to be issued on conversion of convertible notes		1,600,000		-		1,632,000			-			-			1,632,000
Share compensation		-		-		225,584			-			-			225,584
Foreign currency translation adjustment		-		-		-			35,460			-			35,460
Net loss		-		-		-			-			(2,377,399	)		(2,377,399	)
Balance as of February 28, 2022		169,559,219	$	16,796	$	27,312,453		$	(160,031	)	$	(27,497,353	)	$	(328,135	)
Ending balance, value		169,559,219	$	16,796	$	27,312,453		$	(160,031	)	$	(27,497,353	)	$	(328,135	)

See accompanying notes to the condensed consolidated financial statements.

LEADER CAPITAL HOLDINGS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In U.S. dollars)

	May 31, 2022			May 31, 2021
	February 28, 2023			February 28, 2022
	For the nine months ended
	For the six months ended
	May 31, 2022			May 31, 2021
	February 28, 2023			February 28, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(91,~~270~~446,~~401~~003	)	$	(84,~~503~~496,~~910~~286	)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss on change in fair value of convertible notes		~~3,983,877~~-			~~129~~1,~~288~~181,330
Share based compensation		2,259,025			5,409,296
Loss on disposal		3,464			-
Amortization of operating lease right-of-use assets		248,148			228,580
Share based compensation		442,225			1,060,813
Depreciation and amortization		100,280			104,781
Amortization of operating lease right-of-use assets		123,170			169,682
Exchange difference, net		244,163			-
Depreciation and amortization		22,362			66,080
Exchange difference, net		49,915			6,054
Changes in operating assets and liabilities:
Accounts receivable		(21,~~415~~647	)		(~~4,051~~991	)
Prepayments, deposits and other receivables		7187,~~108~~145			~~(236~~55,~~446~~623	)
Inventory		(85,~~799~~263	)		(110,~~540~~164	)
Amount due from a director		-			189,474
Amount due to a director		52,661			-
Deferred tax liabilities		~~(13,447~~-	)		(168,~~108~~964	)
Operating lease liabilities		(~~248~~118,~~148~~028	)		(~~225~~169,~~149~~682	)
Contract liabilities		~~173~~(106,~~116~~533	)		6(13,~~353~~271	)
Accrued expenses and other payables		96174,~~444~~540			45219,~~878~~246
Net cash used in operating activities		(2708,~~367,049~~172	)		(21,~~873~~940,~~554~~530	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of plant and equipment		(381,~~419~~098	)		(5927,~~598~~787	)
Acquisition of intangible assets		~~(1,437~~-	)		(31,~~483~~437	)
Net cash used in investing activities		(391,~~856~~098	)		(6329,~~081~~224	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from shares issued in private placement		1300,~~690,~~000			31,~~311~~150,~~980~~000
Proceeds from convertible notes issuance		-			800,000
Loan from shareholders		-			158,000
Loan from shareholders		398,762			-
Repayment to shareholders		(94,258	)		-
Repayment to shareholders		(54,883	)		-
Loan from a non-related party		5,742			-
Loan from a non-related party		8,859			-
Advance from shareholders		135,400			151,853
Advance from shareholders		9,763			35,285
Advance to shareholders		(2,065	)		-
Advance to shareholders		-			(119,248	)
Repayment to a director		-			(119,207	)
Repayment to a director		(122,055	)		-
Advance from a director		133,180			-
Advance from a director		-			244,316
Net cash provided by financing activities		477,999			1,340,646
Net cash provided by financing activities		1,930,446			4,272,333
Effects of exchange rate changes on cash and cash equivalents		20,943			(475	)
Effects of exchange rate changes on cash and cash equivalents		(11,900	)		(218,623	)
Net decrease in cash and cash equivalents		(210,328	)		(629,583	)
Net (decrease) increase in cash and cash equivalents		(488,359	)		1,117,075
Cash and cash equivalents, beginning of period		213,270			787,154
Cash and cash equivalents, beginning of period		787,154			432,087
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	2,942		$	157,571
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	298,795		$	1,549,162
SUPPLEMENTAL CASH FLOWS INFORMATION
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	7847,~~092~~201		$	3642,000
Non-cash financing activities:
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
Issuance of shares from conversion of convertible notes	$	4,632,000		$	-
Lease liabilities arising from obtaining right-of-use assets	$	12,240		$	-
Modification of convertible notes to loans	$	300,000		$	-

See accompanying notes to the condensed consolidated financial statements.

LEADER CAPITAL HOLDINGS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

For the ~~nine~~six ~~and three~~ months ended ~~May~~February 3128, ~~2022~~2023 and ~~2021~~2022

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

1. ORGANIZATION AND BUSINESS BACKGROUND

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

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

SCHEDULE OF SUBSIDIARIES OF COMPANY

Company Name	Place/Date of Incorporation	Principal Activities

1. Leader Financial Group Limited (“LFGL”)	Seychelles / March 6, 2017	Investment Holding

2. JFB Internet Service Limited (“JFB”)	Hong Kong / July 6, 2017	Provides an Investment Platform

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

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

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

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

NPI, through its subsidiaries, mainly engages in the development of ecological-systems applications, integration of big data and promotion of Over-the-Top (“OTT”) applications.

Company Name	Place/Date of Incorporation	Principal Activities

1. LOC Weibo Co., Ltd. (“LOC”)	Republic of China/September 29, 2017	Development of ecological-systems applications, integration of big data and promotion of OTT applications

2. Beijing DataComm Cloud Media Technology Co., Ltd. (“BJDC”)	People’s Republic of China /April 16, 2013	Development of ecological-systems applications, integration of big data and promotion of OTT applications

On March 15, 2023, the board of directors decided to dissolve LOC. LOC then entered into a de-registration process and its business was taken over by LCHD. Taichung City Government approved the dissolution on April 25, 2023.

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

The Company has adopted August 31 as its fiscal year end. These unaudited financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Company’s annual report on amended Form 10-K for the year ended August 31, ~~2021~~2022.

Going Concern

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

As of ~~May~~February 3128, ~~2022~~2023, the Company has suffered recurring losses from operations, and records an accumulated deficit, ~~and~~ a working capital deficit and a shareholders’ deficit of $3236,~~271~~367,~~468~~167, $2,782,280 and $2,~~310~~851,~~367~~104, respectively. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company’s profit generating operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due.

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

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

Affected by the COVID-19, the Company had to re-organize to improve its market competitiveness and to warrant the survival and future development. The Company also had downsized the operations to safeguard the financial position by reduction of labor costs, reduction of office space, and simplified operational procedures.

The Company’s reduction of labor costs were done through resignation and layoffs, whereas all layoffs were processed according to local governing labor laws.

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

Use of Estimates

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

The COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause further business slowdowns or shutdowns, depress demand for the Company’s business, and adversely impact its results of operations. The ~~Company~~severity ~~expects~~of ~~uncertainties~~the ~~around~~impact ~~its~~of ~~key~~the ~~accounting~~COVID-19 ~~estimates~~pandemic toon the Company’s business will continue to ~~evolve~~depend ~~depending~~ on a number of factors, including, but not limited to, the duration and ~~degree~~severity of the pandemic, the new variants of COVID-19, the efficacy and distribution of COVID-19 vaccines and the extent and severity of the impact on the global supply chain and the Company’s customers, service providers and ~~associated~~suppliers, ~~with~~all of which are uncertain and cannot be reasonably predicted at this time. As of the date of issuance of the Company’s financial statements, the extent to which the COVID-19 pandemic may in the future materially impact the Company’s financial condition, liquidity or results of operations is uncertain. The Company is monitoring and assessing the evolving situation closely and evaluating its potential exposure. Its estimates may change as new events occur and additional information emerges, and such changes are recognized or disclosed in its consolidated financial statements.

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

Business combination

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

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

Goodwill and impairment of Goodwill

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

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

The Company estimates fair value of the applicable reporting unit or units using a discounted cash flow methodology. This methodology represents a level 3 fair value measurement as defined under ASC 820, Fair Value Measurements and Disclosures, since the inputs are not readily observable in the marketplace. The goodwill impairment testing process involves the use of significant assumptions, estimates and judgments, including projected sales, gross margins, selling, general and administrative expenses, and capital expenditures, and the selection of an appropriate discount rate, all of which are subject to inherent uncertainties and subjectivity. When the Company performs goodwill impairment testing, its assumptions are based on annual business plans and other forecasted results, which it believes represent those of a market participant. The Company selects a discount rate, which is used to reflect market-based estimates of the risks associated with the projected cash flows based on the best information available as of the date of the impairment assessment. Based on the annual impairment analysis, there is no impairment of $1,747,945 and $1,226,419 on the goodwill recorded in the Company’s financial statements for the years ended August 31, 2022 and 2021, respectively.

Given the current macro-economic environment and the uncertainties regarding its potential impact on the Company’s business, there can be no assurance that its estimates and assumptions used in its impairment tests will prove to be accurate predictions of the future. If the Company’s assumptions regarding forecasted cash flows are not achieved, it is possible that an impairment review may be triggered and goodwill may be impaired. During the year ended August 31, 2022, the Company expects the reporting unit of FinTech App development not to generate profits in the near future. As a result, the goodwill was fully impaired as of August 31, 2022.

Cash and Cash Equivalents

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

Software Development Costs

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

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

No development costs were expensed as general and administrative expenses for the ~~nine~~six and three months ended ~~May~~February 3128, ~~2022~~2023 and ~~2021~~2022.

Revenue Recognition

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

910

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

Step 1: Identify the contract

Step 2: Identify the performance obligations

Step 3: Determine the transaction price

Step 4: Allocate the transaction price

Step 5: Recognize revenue

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

Provision of investment platform services

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

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

The Company offers a self-managed points program, which can be used in the FinMaster App to redeem merchandise or services. The Company determines the value of each point based on estimated incremental cost. Customers and advocates have a variety of ways to obtain the points. The loyalty program was subsequently ended on April 30, 2023 after the Company withdrew from the investment platform service. The major accounting policy for its points program is described as follows:

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

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

Provision of software development service and maintenance service

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

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

Revenue by major product line

May 31, 2022

May 31, 2021

May 31, 2022

May 31, 2021

February 28, 2023

February 28, 2022

February 28,2023

February 28, 2022

For the nine months ended

For the three months ended

For the six months ended

For the three months ended

May 31, 2022

May 31, 2021

May 31, 2022

May 31, 2021

February 28, 2023

February 28, 2022

February 28,2023

February 28, 2022

Provision of investment platform services

817,~~927~~397

154,~~508~~799

48,~~128~~249

51,~~100~~557

Provision of software development service and maintenance service

~~147~~331,~~600~~064

6317,~~188~~637

~~129~~85,~~963~~672

186,~~344~~074

Revenue by major product line

156,527

78,696

134,091

23,444

Revenue

348,461

22,436

93,921

7,631

1011

Revenue by Recognition Over Time vs Point in Time

	May 31, 2022		May 31, 2021		May 31, 2022		May 31, 2021
	February 28, 2023		February 28, 2022		February 28, 2023		February 28, 2022
	For the nine months ended				For the three months ended
	For the six months ended				For the three months ended
	May 31, 2022		May 31, 2021		May 31, 2022		May 31, 2021
	February 28, 2023		February 28, 2022		February 28, 2023		February 28, 2022
Revenue by recognition over time	$	~~156~~348,~~527~~461	$	7822,~~696~~436	$	~~134~~93,~~091~~921	$	237,~~444~~631
Revenue by recognition at a point in time		-		-		-		-
Revenue by recognition	$	156,527	$	78,696	$	134,091	$	23,444
Revenue	$	348,461	$	22,436	$	93,921	$	7,631

Remaining performance obligations represent contracted revenues that had not yet been recognized, and include deferred revenues; invoices that have been issued to customers but were uncollected and have not been recognized as revenues; and amounts that will be invoiced and recognized as revenues in future periods. As of ~~May~~February 3128, ~~2022~~2023, the Company’s remaining performance obligations were $~~188~~50,~~508~~000, which it ~~expects~~ expects to recognize as revenues over the next twelve months and the remainder thereafter.

The Company had not occurred any costs to obtain contracts.

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

Contract balances

The Company’s contract liabilities consist of receipts in advance for software development and FinMaster App. The Company withdrew from the investment platform service in February 2023 and the advance payment from FinMaster App would be refunded to customers upon requests received. The Company updated its assessment of amount of refunds and recognized the amounts received for which it did not expect to be entitled as a refund liability. Below is the summary presenting the movement of the Company’s contract liabilities for the ~~nine~~six months ended ~~May~~February 3128, ~~2022~~2023 and ~~2021~~2022:

SCHEDULE OF CONTRACT LIABILITIES

Receipt in advance	~~2022~~2023			~~2021~~2022
Balance as of September 1	$	16169,~~225~~951		$	216,~~896~~225
Advances received from customers related to unsatisfied performance obligations		184,967			9,354
Advances received from customers		211,734			2,677
Revenue recognized from beginning contract liability balance		(11,851	)		(3,001	)
Revenue recognized		(318,267	)		(15,948	)
Exchange difference		(833	)		321
Refund liability recognized		(13,019	)		-
Balance as of May 31	$	188,508		$	9,570
Exchange difference		(399	)		(101	)
Balance as of February 28	$	50,000		$	2,853

Practical Expedients and Exemption

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

Research and development expenses

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

For the ~~nine~~six months ended ~~May~~February 3128, ~~2022~~2023 and ~~2021~~2022, the total R&D expenses were $~~366~~216,~~040~~688 and $~~456~~261,~~428~~179, respectively.

For the three months ended ~~May~~February 3128, ~~2022~~2023 and ~~2021~~2022, the total R&D expenses were $~~104~~110,~~861~~410 and $~~151~~114,~~863~~896, respectively.

1112

Sales and marketing expenses

Sales and marketing expenses consist primarily of marketing and promotional expenses, salaries and other compensation-related expenses to sales and marketing personnel. Advertising expenses consist primarily of costs for the promotion of corporate image and product marketing. The Company expenses all advertising costs as incurred and classifies these costs under sales and marketing expenses. For the ~~nine~~six months ended ~~May~~February 3128, ~~2022~~2023 and ~~2021~~2022, advertising costs totaled $~~252~~18,~~951~~423 and $~~155~~240,~~618~~049, respectively. For the three months ended ~~May~~February 3128, 2023 ~~2022~~ and ~~2021~~ 2022, advertising costs totaled $124,~~902~~613 and $1129,~~790~~446, respectively.

From September 2019, customers or users of the FinMaster App can obtain points through any other ways such as account registration referral to the FinMaster App, frequent sign-ins to the application and sharing articles from the application to users’ own social media, etc. The Company believes these points are to encourage user engagement and generate market awareness. As a result, the Company accounts for such points as sales and marketing expenses with a corresponding liability recorded under other current liabilities of its unaudited condensed consolidated balance sheets upon the points offering. The Company estimates liabilities under the customer loyalty program based on cost of the merchandise that can be redeemed, and its estimate of probability of redemption. At the time of redemption, the Company records a reduction of inventory and other current liabilities. The loyalty program was subsequently ended on April 30, 2023 after the Company withdrew from the investment platform service.

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

For the ~~nine~~six months ended ~~May~~February 3128, ~~2022~~2023 and ~~2021~~2022, redeemable point liability (credited) charged as sales and marketing expenses were $19(1,~~850~~ 477) and $307,~~450~~487, respectively.

For the three months ended ~~May~~February 3128, ~~2022~~2023 and ~~2021~~2022, redeemable point liability (credited) charged as sales and marketing expenses were $12(1,~~363~~450) and $34,~~548~~318, respectively.

As of ~~May~~February 3128, ~~2022~~2023 and August 31, ~~2021~~2022, liabilities recorded related to unredeemed points were $9180,~~500~~338 and $7582,~~648~~638, respectively, which were included in other payables (note 89).

General and administrative expenses

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

Inventory

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

Inventory as of ~~May~~February 3128, ~~2022~~2023 and August 31, ~~2021~~2022 represents merchandise inventory which can be redeemed by deducting membership rewards points of customer loyalty program.

1213

Leases

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

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

Plant and Equipment

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

	Expected useful life
Furniture and fixture		3
Office equipment		3
Leasehold improvement		3

Intangible assets

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

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

SCHEDULE OF USEFUL LIVES OF COMPANY'’S INTANGIBLE ASSETS

Investment platform			5 years
Technical know-hows			8 years
Trademarks			10 years

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

The Company reviews the carrying values of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If the assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. No impairment has been recorded by the Company for the ~~nine~~six and three months ended ~~May~~February 3128, ~~2022~~2023 and ~~2021~~2022.

1314

Employee benefits

The Taiwan subsidiary also operates a Defined Contribution Pension Plan under the Labor Pension Act (the Act) for employees in Taiwan. The Act stipulated that the contribution rate by the employer per month shall not be less than 6% of the employees’ monthly salary, and the Table of Monthly Contribution Salary Classification shall be prescribed by Central Competent Authority. The highest bracket of Monthly Contribution Salary issued by Central Competent Authority is $4,839 (NTD150,000). Total amounts of such employee benefit expenses, which were expensed as incurred, were approximately $9,869 and $23,387 for the six months ended February 28, 2023 and 2022, respectively. Total amounts of such employee benefit expenses, which were expensed as incurred, were approximately $4,592 and $12,478 for the three months ended February 28, 2023 and 2022, respectively.

Full time employees of the Company in the PRC participate in a government mandated defined contribution plan, pursuant to which certain pension benefits, medical care, employee housing fund and other welfare benefits are provided to the employees. Chinese labor regulations require that the PRC subsidiary of the Company make contributions to the government for these benefits based on certain percentages of the employees’ salaries, up to a maximum amount specified by the local government. The Company has no legal obligation for the benefits beyond the contributions made. Total amounts of such employee benefit expenses, which were expensed as incurred, were approximately $58,050 and $62,771 for the six months ended February 28, 2023 and 2022, respectively. Total amounts of such employee benefit expenses, which were expensed as incurred, were approximately $30,145 and $31,559 for the three months ended February 28, 2023 and 2022, respectively.

The Hong Kong subsidiary operates a Mandatory Provident Fund (“MPF”) scheme for all qualifying employees in Hong Kong. The MPF is a defined contribution scheme and the assets of the scheme are managed by a trustee independent of the Group. The MPF is available to all employees aged 10 to 64 with a least 60 days of service under the employment of the Group in Hong Kong. Contributions are made by the Group to a cap of HK$1,500 (equivalent to $192 per month). Total amounts of such employee benefit expenses, which were expensed as incurred, were approximately $5,115 and $5,124 for the six months ended February 28, 2023 and 2022, respectively. Total amounts of such employee benefit expenses, which were expensed as incurred, were approximately $3,524 and $4,083 for the three months ended February 28, 2023 and 2022, respectively.

Income taxes

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

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. As of ~~May~~February 3128, ~~2022~~2023, the Company has no accrued interest or penalties related to uncertain tax positions.

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

Net Loss Per Share

The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic income/(loss) per share is computed by dividing the net income/(loss) by the weighted-average number of shares of common stock outstanding during the period. Diluted income per share is computed similar to basic income/(loss) per share except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the potential common stock equivalents had been issued and if the additional shares of common stock were dilutive. The following table presents a reconciliation of basic and diluted net loss per share:

	May 31, 2022			May 31, 2021			May 31, 2022			May 31, 2021
	February 28, 2023			February 28, 2022			February 28, 2023			February 28, 2022
	For the nine months ended						For the three months ended
	For the six months ended						For the three months ended
	May 31, 2022			May 31, 2021			May 31, 2022			May 31, 2021
	February 28, 2023			February 28, 2022			February 28, 2023			February 28, 2022
Net loss	$	(91,~~270~~446,~~401~~003	)	$	(84,~~503~~496,~~910~~286	)	$	(4726,~~774,115~~930	)	$	(2,~~276~~377,~~503~~399	)
Weighted average number of shares of common stock outstanding - Basic and diluted*		171,713,173			139,771,102			184,072,180			141,699,780
Weighted average number of shares of common stock outstanding - Basic and diluted**		201,084,637			165,431,246			202,304,158			170,033,710
Net loss per share - Basic and diluted	$	(0.0501	)	$	(0.0603	)	$	(0.0200	)*	$	(0.0102	)

* Including 6,442,936 shares granted and vested but not yet issued for the period ended May 31, 2022; and including nil shares that were granted and vested but not yet issued for the period ended May 31, 2021.

	*	Less than $0.01

	**	Including 4,522,262 shares granted and vested but not yet issued for the period ended February 28, 2023; and including 1,600,000 shares converted from convertible notes but not yet issued and 4,578,868 shares that were granted and vested but not yet issued for the period ended February 28, 2022.

~~As of May 31, 2022 and August 31, 2021, the Company’s convertible notes payable were excluded from the diluted loss per share calculation as they were anti-dilutive.~~15

Stock-based compensation

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

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

On September 1, 2019, the Company adopted ASU No. 2018-07, “Compensation—Stock Compensation (Topic 718) - Improvements to Nonemployee Share-Based Payment Accounting” (“ASU 2018-07”), which simplifies several aspects of the accounting for nonemployee share-based payment transactions by expanding the scope of the stock-based compensation guidance in ASC 718 to include share-based payment transactions for acquiring goods and services from non-employees. Before the adoption of this guidance, the equity-classified share-based awards held by non-employees were subject to re-measurement through each vesting date. Upon the adoption of this guidance, the Company no longer re-measures equity-classified share-based awards granted to consultants or non-employees at each reporting date through the vesting date and the accounting for these share-based awards to consultants or non-employees and employees was substantially aligned.

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

Foreign Currencies Translation

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

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

In general, for consolidation purposes, the assets and liabilities of the Company’s subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from the translation of the financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statement of retained earnings.

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

	As of May 31, 2022		As of August 31, 2021
	As of February 28, 2023		As of August 31, 2022
Period-end HK$ : US$ 1 exchange rate		7.80		7.80
Period-end NT$ : US$ 1 exchange rate		30.68		30.38
Period-end NT$ : US$ 1 exchange rate		28.99		27.66
Period-end RMB : US$ 1 exchange rate		6.95		6.89
Period-end RMB : US$ 1 exchange rate		6.67		6.46

	May 31, 2022		May 31, 2021
	February 28, 2023		February 28, 2022
	For the nine months ended,
	For the six months ended,
	May 31, 2022		May 31, 2021
	February 28, 2023		February 28, 2022
Period average HK$ : US$ 1 exchange rate		7.80		7.80
Period average NT$ : US$ 1 exchange rate		31.00		27.82
Period average NT$ : US$ 1 exchange rate		28.22		28.34
Period average RMB : US$ 1 exchange rate		7.00		6.42
Period average RMB : US$ 1 exchange rate		6.42		6.56
Foreign currency exchange rate		6.42		6.56

Related Parties

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

Convertible instruments

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

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

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

Fair Value of Financial Instruments:

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

The Company also follows the guidance of the ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), with respect to financial assets and liabilities that are measured at fair value. ASC 820 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

Level 1: Observable inputs such as quoted prices in active markets;

Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

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

SCHEDULE OF FAIR VALUE HIERARCHY AND FINANCIAL ASSETS LIABILITIES

August 31, 2021

Level 1

Level 2

Level 3

Carrying

Fair Value Measurement at

Value at

August 31, 2021

Level 1

Level 2

Level 3

Convertible notes measured at fair value

990,000

May 31, 2022

Level 1

Level 2

Level 3

Carrying

Fair Value Measurement at

Value at

May 31, 2022

Level 1

Level 2

Level 3

Convertible notes measured at fair value

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

SCHEDULE OF CHANGE IN FINANCIAL LIABILITY

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

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

SCHEDULE OF FAIR VALUE ASSUMPTION OF CONVERTIBLE NOTES

Convertible notes holders	Jui-Chin Chen			Teh-Ling Chen			Chin-Ping Wang Chin-Nan Wang			Chin- Chiang Wang			Teh-Ling Chen
Appraisal Date (Inception Date)		March 18, 2020			November 2, 2020			November 25, 2020			November 25, 2020			January 15, 2021
Risk-free Rate		0.54	%		0.16	%		0.16	%		0.16	%		0.1	%
Applicable Closing Stock Price	$	1.20		$	0.12		$	3.00		$	3.00		$	2.00
Conversion Price	$	1.00	(i)	$	0.40		$	0.40		$	0.40		$	0.40
	$	1.50	(ii)
Volatility		34.20	%		41.51	%		42.00	%		42.00	%		43.50	%
Dividend Yield		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%
Credit Spread		6.88	%		7.52	%		6.93	%		6.93	%		6.76	%
Liquidity Risk Premium		51.08	%		77.62	%		78.14	%		78.14	%		75.73	%
Appraisal Date		August 31, 2021			August 31, 2021			August 31, 2021			August 31, 2021			August 31, 2021
Risk-free Rate		0.05	%		0.09	%		0.10	%		0.10	%		0.12	%
Applicable Closing Stock Price	$	2.01		$	2.01		$	2.01		$	2.01		$	2.01
Conversion Price	$	0.40		$	0.40		$	0.40		$	0.40		$	0.40
Volatility		45.20	%		49.90	%		49.76	%		49.76	%		48.45	%
Dividend Yield		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%
Credit Spread		3.63	%		3.63	%		3.63	%		3.63	%		3.63	%
Liquidity Risk Premium		84.04	%		86.98	%		86.63	%		86.63	%		85.12	%

	(i)	USD1.00 per share if converted on or before the one-year anniversary of the issuance date
	(ii)	USD1.50 per share if converted at any time after the one-year anniversary of the issuance date

Segment reporting

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

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

Recent Accounting Pronouncements

Recently Adopted Accounting Standards

In ~~December~~May ~~2019~~2021, the ~~Financial~~FASB ~~Accounting~~issued ~~Standards~~ASU ~~Board~~2021-04, Earnings Per Share (~~the~~Topic ~~“FASB”~~260), ~~issued~~Debt ~~Accounting~~— ~~Standards~~Modifications ~~Update~~and Extinguishments (~~“ASU”) 2019~~Subtopic 470-1250), Compensation ~~Income~~— ~~Taxes~~Stock Compensation (Topic ~~740~~718):, ~~Simplifying~~and ~~the~~Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for ~~Income~~Certain ~~Taxes~~Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU ~~2019~~ 2021-1204”). ASU ~~2019~~2021-1204 ~~simplifies~~provides guidance as to how an issuer should account for a modification of the terms or conditions or an ~~accounting~~exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains classified after modification or exchange as an exchange of the original instrument for ~~income~~a ~~taxes~~new byinstrument. ~~removing~~An ~~certain~~issuer ~~exceptions~~should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and ~~enhances~~the fair value of that warrant immediately before modification or exchange and ~~simplifies~~then ~~various~~apply ~~aspects~~a recognition model that comprises four categories of ~~the~~transactions ~~income~~and ~~tax~~the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date. Early adoption is permitted for all entities, including adoption in ~~ASC~~an ~~740~~interim period. If an entity elects to early adopt ASU 2021-04 in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period. The Company adopted ASU ~~2019~~2021-1204 oneffective September 1, ~~2021~~2022. The adoption of ASU ~~2019~~2021-1204 did not have any impact on the Company’s condensed consolidated financial statement presentation or disclosures.

In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for convertible debt by eliminating the beneficial conversion and cash conversion accounting models. Upon adoption of ASU 2020-06, convertible debt proceeds, unless issued with a substantial premium or an embedded conversion feature that is not clearly and closely related to the host contract, will no longer be allocated between debt and equity components. This modification will reduce the issue discount and result in less non-cash interest expense in financial statements. ASU 2020-06 also updates the earnings per share calculation and requires entities to assume share settlement when the convertible debt can be settled in cash or shares. For contracts in an entity’s own equity, the type of contracts primarily affected by ASU 2020-06 are freestanding and embedded features that are accounted for as derivatives under the current guidance due to a failure to meet the settlement assessment by removing the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider whether collateral is required to be posted, and (iii) assess shareholder rights. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, and only if adopted as of the beginning of such fiscal year. The Company adopted ASU 2020-06 effective September 1, 2021. The adoption of ASU 2020-06 did not have any impact on the Company’s consolidated financial statement presentation or disclosures.17

In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance. This update requires certain annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy. This update is effective for annual periods beginning after December 15, 2021, and early application is permitted. This guidance should be applied either prospectively to all transactions that are reflected in financial statements at the date of initial application and new transactions that are entered into after the date of initial application or retrospectively to those transactions. The Company adopted ASU 2021-10 effective September 1, 2022. The adoption of ASU 2021-04 did not have any impact on the Company’s condensed consolidated financial statement presentation or disclosures.

Recently issued accounting pronouncements not yet adopted

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326) (“ASU 2016-13”), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. ASU 2016-13 replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. ASU 2016-13 is to be adopted on a modified retrospective basis. As a smaller reporting company, ASU 2016-13 will be effective for the Company for interim and annual reporting periods beginning after December 15, 2022. In March 2023, the FASB issued ASU 2023-02, Topic 326. The ASU eliminates the accounting guidance for trouble debt restructurings by creditors in Subtopic 310-40, and enhances the disclosure requirements for modifications of loans to borrowers experiencing financial difficulty. Additionally, the ASU requires disclosure of gross writeoffs of receivables by year of origination for receivables within the scope of Subtopic 326-20, Financial Instruments - Credit Losses - Measured at Amortized Cost. This ASU is effective for periods beginning after December 15, 2023. The Company is currently evaluating the impact that the adoption of ASU 2016-13 and ASU 2023-02 will have on its condensed consolidated financial statement presentations and disclosures.

In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). ASU 2017-04 eliminates Step 2 of the two-step Goodwill impairment test, under which a goodwill impairment loss was measured by comparing the implied fair value of a reporting unit’s Goodwill with the carrying amount of that Goodwill. ASU 2017-04 requires only a one-step quantitative impairment test, whereby a Goodwill impairment loss is measured as the excess of a reporting unit’s carrying amount over its fair value (not to exceed the total Goodwill allocated to that reporting unit). Adoption of the ASUs is on a modified retrospective basis. As a smaller reporting company, the standard will be effective for the Company for interim and annual reporting periods beginning after December 15, 2022. The Company isdoes ~~currently~~not ~~evaluating~~expect the impact ~~that~~of ~~the~~this ~~adoption~~guidance to ofhave ~~ASU~~a ~~2017-04~~material ~~will~~impact ~~have~~ on ~~its~~the Company’s condensed consolidated financial ~~statement presentation or disclosures~~statements.

In ~~May~~October 2021, the FASB issued ASU 2021-0408, ~~Earnings~~Business ~~Per~~Combinations ~~Share~~ (Topic ~~260~~805)~~, Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40)~~: ~~Issuer’s~~ Accounting for ~~Certain~~Contract ~~Modifications~~Assets orand ~~Exchanges~~Contract ~~of Freestanding Equity-Classified Written Call Options (“ASU~~Liabilities ~~2021-04”).~~from ~~ASU~~Contracts ~~2021-04~~with ~~provides~~Customers, ~~guidance~~which asrequires ~~to how an issuer should account for a modification of~~ the ~~terms~~recognition orand ~~conditions~~measurement ~~or an exchange~~ of acontract ~~freestanding~~assets ~~equity-classified~~and ~~written~~contract ~~call~~liabilities ~~option~~acquired ~~(i.e.,~~ in a ~~warrant)~~business ~~that~~combination ~~remains~~in ~~classified~~accordance ~~after~~with ~~modification~~ASC or606, ~~exchange as~~Revenue anfrom ~~exchange~~Contracts ofwith ~~the original instrument for a new instrument~~Customers. AnThis ~~issuer~~creates ~~should~~an ~~measure~~exception ~~the~~to ~~effect of a modification or exchange as~~ the ~~difference~~general ~~between the fair value of the modified or exchanged warrant~~ recognition and ~~the~~measurement ~~fair~~principles ~~value~~in ofASC ~~that~~805. ~~warrant~~As ~~immediately before modification or exchange and then apply~~ a ~~recognition~~smaller ~~model~~reporting ~~that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance~~company, ~~debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification).~~ ASU 2021-0408 iswill be effective for ~~all~~the ~~entities~~Company for ~~fiscal~~interim ~~years~~and annual reporting periods beginning after December 15, ~~2021~~2023, ~~including~~with ~~interim~~early ~~periods within~~adoption ~~those fiscal years~~permitted. AnThe ~~entity~~amendments ~~should apply the guidance provided~~ in this ASU ~~2021-04~~should be applied prospectively to ~~modifications~~business orcombinations ~~exchanges~~ occurring on or after the effective date. ~~Early adoption is permitted for all entities, including adoption in an interim period. If an entity elects to early adopt ASU 2021-04 in an interim period, the guidance should be applied as~~ of the ~~beginning~~amendments. ofThe ~~the~~Company ~~fiscal~~does ~~year~~not ~~that~~anticipate ~~includes~~ that the ~~interim period. The~~ adoption of ~~ASU~~this ~~2021-04~~guidance iswill ~~not expected to~~ have ~~any~~a material impact on the ~~Company’s~~condensed consolidated financial ~~statement presentation or disclosures~~statements.

19In March 2023, the FASB issued ASU 2023-01, Lease (Topic 842): Common Control Arrangements, which clarifies the accounting for leasehold improvements associated with leases between entities under common control (hereinafter referred to as common control lease). ASU 2023-01 requires entities to amortize leasehold improvements associated with common control lease over the useful life to the common control group (regardless of the lease term) as long as the lessee controls the use of the underlying asset through a lease, and to account for any remaining leasehold improvements as a transfer between entities under common control through an adjustment to equity when the lessee no longer controls the underlying asset. This ASU will be effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been made available for issuance. An entity may apply ASU 2023-01 either prospectively or retrospectively. The Company is currently evaluating the impact that the adoption of ASU 2023-01 will have on our condensed consolidated financial statement presentations and disclosures.

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

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

3. ACQUISITION OF SUBSIDIARIES

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

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

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


Cash and cash equivalents	$	185,117
Prepayments, deposits and other receivables		145,228
Due from a shareholder		34,048
Right-of-use operating lease assets		113,590
Plant and equipment, net		30,365
Intangible assets- Technical know-hows		818,200
Goodwill		2,974,364
Other payables and accrued liabilities		(383,087	)
Contract liabilities		(2,896	)
Due to shareholders		(99,730	)
Operating lease liability		(113,646	)
Tax payable		(31,871	)
Deferred tax liabilities		(163,640	)
Net purchase price	$	3,506,042

Less: Outstanding NPI debt owed to the Company
Accounts receivable		989,854
Notes payable		(3,066,617	)
	$	1,429,279

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

The ~~balances~~Company ofperformed goodwill impairment test at the reporting unit level on an annual basis and between annual tests when an event occurs or circumstances change indicating the asset might be impaired. Goodwill was fully impaired as of ~~May~~August 31, 2022. No impairment loss of Goodwill of the reporting unit of the Fintech App development was recognized for the six and ~~August~~three ~~31,~~months ~~2021~~ended ~~are~~February as28, ~~follows~~2023 and 2022.

~~SCHEDULE OF MOVEMENT OF GOODWILL~~19

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

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

4. PLANT AND EQUIPMENT, NET

Plant and equipment as of ~~May~~February 3128, ~~2022~~2023 and August 31, ~~2021~~2022 are summarized below:

SCHEDULE OF PLANT AND EQUIPMENT, NET

	As of May 31, 2022			As of August 31, 2021
	As of February 28, 2023			As of August 31, 2022
Furniture and fixtures	$	8030,~~880~~340		$	6430,~~791~~494
Office equipment		3183,~~247~~466			3289,~~038~~858
Leasehold improvement		8582,~~995~~631			8382,~~883~~969
Total		~~198~~196,~~122~~437			~~180~~203,~~712~~321
Less: Accumulated depreciation		(~~124~~150,~~249~~488	)		(~~110~~132,~~952~~317	)
Plant and Equipment, net	$	7345,~~873~~949		$	6971,~~760~~004

Depreciation expenses, classified as operating expenses, were $3222,~~738~~116 and $2721,~~978~~072 for the ~~nine~~six months ended ~~May~~February 3128, ~~2022~~2023 and ~~2021~~2022, respectively; ~~and~~ and $911,~~406~~040 and $811,~~443~~217 for the three months ended ~~May~~February 3128, ~~2022~~2023 and ~~2021~~2022, respectively.

5. INTANGIBLE ASSETS, NET

Intangible assets costs as of ~~May~~February 3128, ~~2022~~2023 and August 31, ~~2021~~2022 are summarized below:

SCHEDULE OF INTANGIBLE ASSETS

	As of May 31, 2022			As of August 31, 2021
	As of February 28, 2023			As of August 31, 2022
Investment platform	$	30,000		$	30,000
Technical know-hows		818,200			818,200
Trademarks		4,920			34,~~483~~920
Total		853,120			~~851~~853,~~683~~120
Less: Accumulated amortization		(~~176~~199,~~501~~281	)		(~~108~~199,~~959~~035	)
Impairment		(~~111~~649,~~915~~781	)		(~~111~~649,~~915~~781	)
Intangible assets, net	$	~~564~~4,~~704~~058		$	~~630~~4,~~809~~304

21Amortization expense for intangible assets was $246 and $45,008 for the six months ended February 28, 2023 and 2022, respectively; and $123 and $22,509 for the three months ended February 28, 2023 and 2022, respectively.

~~Amortization~~During ~~expense~~the ~~for~~course of the Company’s strategic review of its operations, the Company assessed the recoverability of the carrying value of the Company’s intangible assets. ~~was~~The ~~$67~~impairment charge,~~542~~ ~~and~~if ~~$76~~any,~~803~~ ~~for~~represented the ~~nine~~excess ~~months~~of ~~ended~~carrying ~~May~~amounts ~~31,~~of ~~2022~~the ~~and~~Company’s intangible ~~2021,~~assets ~~respectively;~~over ~~and~~their ~~$22~~fair value,~~534~~ ~~and~~using the expected future discounted cash flows. No impairment loss of intangible asset was ~~$25,625~~recognized for the six and three months ended ~~May~~February 3128, ~~2022~~2023 and ~~2021, respectively~~2022.

~~During~~As ~~the course~~ of ~~the~~February ~~Company’s strategic review of its operations~~28, ~~the Company assessed the recoverability of the carrying value of the Company’s intangible assets. The impairment charge~~2023, ifamortization ~~any,~~expenses ~~represented~~related ~~the~~to ~~excess of carrying amounts of the Company’s~~ intangible assets ~~over~~for ~~their fair value, using the expected~~ future ~~discounted~~periods ~~cash~~are ~~flows .~~estimated Noto ~~impairment~~be ~~loss~~as ~~of intangible asset was recognized for the nine and three months ended May 31, 2022 and 2021.~~follows:

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

2022 (remaining period)	$	22,534
2023 (remaining period)	$	246
2023		90,136
2024		492
2024		90,136
2025		492
2025		90,136
2026		492
2026		90,136
2027		492
2027 and thereafter		181,626
2028 and thereafter		1,844
Total	$	~~564~~4,~~704~~058

~~6. RELATED PARTY TRANSACTIONS~~20

6. NON-MARKETABLE EQUITY SECURITIES

On August 5, 2022, the Company obtained an aggregate of 15,000,000 shares of common stock, par value $0.0001 per share of DFP Holdings Limited (“DFP”), a Nevada corporation, as return of software development service rendered (note 7), pursuant to the Software Development Agreement and Supplementary Agreement dated January 27, 2022 and June 28, 2022, respectively among DFP and LCHD.

DFP engages in online higher education services. It is committed to promoting Asian talent education services, and cooperating with practical entrepreneurs on both sides of the strait to offer courses related to business management and business marketing, assisting Taiwan’s small and medium-sized corporations, entrepreneurs, and middle and high-level managers open up new ideas and improve their business vision. As of February 28, 2023 and August 31, 2022, the Company held 7.01% and 7.06%, respectively of DFP’s outstanding common stock.

7. RELATED PARTY TRANSACTIONS AND BALANCES

SCHEDULE OF RELATED PARTY RELATIONSHIP

Name of Entity or Individual		Relationship with the Company
DFP Holdings Limited (“DFP”)		Note a
Reblood Biotech Corp.		Note b
Reblood Biotech Limited		Note b
Asia Pacific Integrating System Limited		Note c
Yi-Hsiu Lin		Shareholder and director of the Company
Jui-Chin Chen		Shareholder of the Company
Teh-Ling Chen		Shareholder of the Company
CPN Investment Limited		Shareholder of the Company
Kuo-Hsun Hsu		Shareholder of the Company
Chun-Shuo Huang		Shareholder of the Company
Yu-Cheng Tu		Shareholder of the Company
Chin-Chiang Wang		Shareholder of the Company
Ching-Nan Wang		Shareholder of the Company
Chin-Ping Wang		Shareholder of the Company
Shih-Chu Lo		Shareholder of the Company

(a)	As of February 28, 2023, the Company and Yi-Hsiu Lin held 7.01% and 7.01% of DFP’s outstanding common stock. DFP was also the shareholder of the Company.

(b)	Reblood Biotech Corp., a Nevada company, in which Yi-Hsiu Lin was the shareholder. Reblood Biotech Limited, a Hong Kong company, which was a subsidiary of Reblood Biotech Corp.

(c)	Asia Pacific Integrating System Limited, a Taiwanese company, wholly owned by Shih-Chu Lo, a shareholder of the Company, holding 100% equity interests as of February 28, 2023.

Related party transactions:

The Company entered into the following significant related party transactions:

SCHEDULE OF RELATED PARTY TRANSACTIONS

	For the nine months ended				For the three months ended
	For the six months ended				For the three months ended
	May 31, 2022		May 31, 2021		May 31, 2022		May 31, 2021
	February 28, 2023		February 28, 2022		February 28, 2023		February 28, 2022
Other Income:
Provision of software development service to DFP (a)	$	300,000	$	-	$	70,000	$	-
Miscellaneous income from Greenpro LF Limited (a)	$	-	$	1,823	$	-	$	-
Provision of software maintenance service to DFP (a)		31,065		-		15,673		-
Interest expense:
Rental expense to Yu-Cheng Tu (b)		-		3,239		-		4
Interests charged to shareholders (Note 9 and 11)		62,246		-		23,220		-
Rental expense to Reblood Biotech Limited (d)		18,302		17,745		9,545		8,889
Interest expense to:
Teh-Ling Chen (Note 13)		-		6,000		-		3,000
CPN Investment Limited (c)		-		-		-		-
Chun-Shuo Huang (Note 10(a))		17,143		-		8,726		-
Ching-Nan Wang (Note 12)		36,000		30,000		18,000		15,000
Jui-Chin Chen (Note 10(b) and 13)		2,400		3,000		1,200		1,500
Chin-Chiang Wang (Note 10(c) and 13)		6,000		6,000		3,000		3,000
Chin-Ping Wang (Note 13)		-		2,835		-		(165	)
Ching-Nan Wang (Note 13)		-		2,835		-		(165	)

(a) ~~Mr.~~The ~~Lin~~Company isentered into a ~~director~~Customized App Development Agreement providing the online and offline learning opportunities across different subjects on January 27, 2022 with DFP. The Company delivered an app and provided the follow-up maintenance service since August 2022. For the six and three months ended February 28, 2023, software maintenance income of ~~Greenpro~~$31,065 LFand ~~Limited~~$15,673, respectively was generated from this customer. Both parties entered another software development agreement on March 31, 2022 and the Company delivered the app on January 16, 2023. For the six and three months ended February 28, 2023, revenue of $300,000 and $70,000, respectively was generated.

~~7. PREPAYMENTS, DEPOSITS AND OTHER RECEIVABLES~~21

(b)	On September 1, 2020, LOC leased an office in Taichung, Taiwan from the Company’s shareholder- Yu-Cheng Tu. The lease was renewed on April 1, 2021 for additional one-year term and early terminated on October 31, 2021. The monthly lease was for the amount of NTD 45,000 ($1,617), with a term of one year. During the six months ended February 28, 2023 and 2022, the Company recognized rental expenses of $nil and $3,239, respectively that are included in general and administrative expenses. During the three months ended February 28, 2023 and 2022, the Company recognized rental expenses of $nil and $4, respectively that are included in general and administrative expenses.

(c)	The Company borrowed a principal amount of $62,000 on September 27, 2022 from a shareholder – CPN Investment Limited. The loan was 6% interest bearing payable on maturity and would be matured in one year. The loan was fully repaid on November 1, 2022. Further $73,400 was borrowed during the three months ended February 28, 2023. The loan was 6% interest bearing payable on maturity and would be matured in one year. Interest of $nil was incurred for the six and three months ended February 28, 2023.

(d)	On June 1, 2021, JFB leased an office in Taipei, Taiwan from a company which was the subsidiary of Reblood Biotech Corp.. The monthly lease was for the amount of NTD 82,062 ($2,647), with a term of 16 months. On October 1, 2022, the lease was renewed for additional one year. The monthly rental was NTD 97,062 ($3,131). During the six months ended February 28, 2023 and 2022, the Company recognized rental expenses of $18,302 and $17,745, respectively that are included in general and administrative expenses. During the three months ended February 28, 2023 and 2022, the Company recognized rental expenses of $9,545 and $8,889, respectively that are included in general and administrative expenses.

(e)	NTD64,000 ($2,086) was paid for Hsu Kuo-Hsun’s quarter on November 3, 2022.

Related party balances:

Apart from the above, the Company recorded the following significant related party balances as of February 28, 2023 and August 31, 2022:

SCHEDULE OF RELATED PARTY BALANCES

	As of February 28, 2023		As of August 31, 2022
Accounts receivable from related parties

Receivables from DFP	$	2,705	$	2,732

Up to the date of this report, DFP had repaid $nil to the Company.

	As of February 28, 2023		As of August 31, 2022
Contract liabilities due to related parties

due to DFP	$	-	$	150,000
due to Asia Pacific Integrating System Limited	$	50,000	$	-
Contract liabilities due to related parties	$	50,000	$	-

Up to the date of this report, $nil of the above contract liabilities had been utilized.

	As of February 28, 2023		As of August 31, 2022
Accrued interests payable to related parties

Ching-Nan Wang (note 12)	$	20,935	$	2,935
Chun-Shuo Huang (note 10 (a))		2,851		2,851
Jui-Chin Chen (note 10(b))		5,629		3,229
Chin-Chiang Wang (note 10(c))		3,165		9,165
	$	32,580	$	18,180

8. PREPAYMENTS, DEPOSITS AND OTHER RECEIVABLES

	As of May 31, 2022		As of August 31, 2021
	As of February 28, 2023		As of August 31, 2022
Rental and management fee deposits	$	~~115~~50,~~646~~952	$	~~120~~100,~~831~~498
Other prepaid expenses		~~104~~46,~~942~~663		~~194~~52,~~040~~723
Other taxes recoverable		342,~~267~~132		1935,~~183~~802
Prepayments, deposits and other receivables	$	~~254~~99,~~855~~747		~~334~~189,~~054~~023
Less: non-current portion
Rental and management fee deposits		6,~~899~~519		5412,~~204~~822
Other prepaid expenses		-		48,135
Prepayments, deposits and other receivables, non-current		6,519		12,822
Prepayments, deposits and other receivables, non-current		6,899		102,339
Prepayments, deposits and other receivables, current	$	93,228	$	176,201
Prepayments, deposits and other receivables, current	$	247,956		231,715

89. ACCRUED EXPENSES AND OTHER PAYABLES

	As of May 31, 2022		As of August 31, 2021
	As of February 28, 2023		As of August 31, 2022
Accrued interests (Note 9 and 11)	$	29,057		2,935
Accrued interests (Note 7, 10 and 12)	$	32,580		18,180
Accrued payroll		~~140~~244,~~720~~805		~~207~~150,~~864~~932
Other accrued expenses		~~229~~279,~~613~~627		87197,~~822~~428
Other payables		91,500		75,648
Other taxes payable		462		1,377
Accrued expenses and other payables	$	490,890		374,269
Refund liabilities		13,154		-
Point liabilities		80,338		82,638
Accrued expenses and other payables	$	650,966		450,555

9. DUE TO SHAREHOLDERS AND DIRECTORS

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

	As of May 31, 2022			As of August 31, 2021
Other loans from shareholders:
Chen Jui-Chin (c) (Note 12)	$	100,000		$	-
Chen Teh-Ling (b)		50,000			-
Huang Chun-Shuo (a)		158,000			-
Huang Mei-Ying (e)		123,491			-
Hsu Kuo-Hsun (g)		1,380			-
Wang Chin-Chiang (d) (Note 12)		200,000			-
Wang Ding-Yu (f)		7,399			-
Total (Note 10)		640,270			-
Less: Other loans, non-current		(200,000	)		-
	$	440,270		$	-
Due to a director - current:
Lin Yi-Hsiu (i)	$	978,027		$	1,098,374
Due to shareholders - current:
Tu Yu-Cheng (i)	$	47,841		$	50,591
Cheng Hung-Pin (i)		7,544			800
Huang Mei-Ying (i)		800			800
Lo Shih-Chu (i)		800			800
Chen Jun-Yuan (i)		800			800
Total	$	57,785		$	53,791

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

10. ~~OTHER~~DUE ~~LOANS~~FROM (TO) SHAREHOLDERS AND DIRECTORS

	As of February 28, 2023			As of August 31, 2022
Other loans from shareholders:
Jui-Chin Chen (b)	$	(80,000	)	$	(80,000	)
Chun-Shuo Huang (a)		(144,248	)		(145,159	)
Mei-Ying Huang (d)		(2,608	)		(35,550	)
Chin-Chiang Wang (c)		(200,000	)		(200,000	)
CPN Investment Limited (g)		(73,400	)		-
Total (Note 11)		(500,256	)		(460,709	)
Less: Other loans from shareholders, non-current		200,000			200,000
	$	(300,256	)	$	(260,709	)

Due to a director - current:
Yi-Hsiu Lin (e)	$	(1,159,788	)	$	(973,564	)

Due to shareholders - current:
Yu-Cheng Tu (e)	$	(41,377	)	$	(42,472	)
Hung-Pin Cheng (e)		(5,363	)		(471	)
Mei-Ying Huang (e)		(800	)		(800	)
Shih-Chu Lo (e)		(800	)		(800	)
Jun-Yuan Chen (e)		(800	)		(800	)
Total	$	(49,140	)	$	(45,343	)

Due from a shareholder - current:
Kuo-Hsun Hsu (f)	$	2,086		$	-

(a)	On February 28, 2022, the Company obtained a loan of RMB1,000,000 ($144,248) from Chun-Shuo Huang, which accrues interest at the rate of 8% per annum. The loan was due on May 27, 2022 and further extended to December 31, 2022 and accrued interest at the rate of 2% per month. The repayment was extended to June 30, 2023 as agreed by both parties. Interest of $17,143 and $nil respectively was incurred for the six months ended February 28, 2023 and 2022. Interest of $8,726 and $nil respectively was incurred for the three months ended February 28, 2023 and 2022. Interest of $2,851 was accrued as of February 28, 2023 and August 31, 2022.

(b)	The loan was modified from convertible note on March 23, 2022 and would be repayable in five installments before February 28, 2023 with 6% interest-bearing per annum. $20,000 was repaid by the Company as of February 28, 2023. On November 29, 2022, both parties entered into an amendment agreement to extend the payment time of the remaining loans and interests by November 30, 2023. For the six months ended February 28, 2023, interest of $2,400 and $3,000 were incurred respectively. For the three months ended February 28, 2023, interest of $1,200 and $1,500 were incurred respectively. Interest of $5,629 and $3,229 was accrued as of February 28, 2023 and August 31, 2022, respectively.

(c)	The loan was modified from convertible note on May 3, 2022 and would mature on November 25, 2024 with 6% interest-bearing per annum. For the six months ended February 28, 2023 and 2022, interest of $6,000 were incurred. For the three months ended February 28, 2023 and 2022, interest of $3,000 were incurred. Interest of $3,165 and $9,165 was accrued as of February 28, 2023 and August 31, 2022, respectively.

(d)	The Company borrowed non-interest bearing loans in the aggregate amount of NTD4,000,000 ($130,378) from Huang Mei-Ying. The loan of NTD2,500,000 ($81,486) borrowed on November 24, 2021 was due on May 24, 2022 but further extended to December 31, 2022. The loan was fully repaid on October 25, 2022. The loan of NTD1,000,000 ($32,594) borrowed on January 12, 2022 was fully repaid on July 22, 2022. NTD420,000 ($13,690) was repaid for the remaining loan of NTD500,000 ($16,297) obtained on February 9, 2022 which would be repayable based on the Company’s financial ability.

(e)	Amounts due to shareholders and a director are unsecured, interest-free with no fixed payment term.

(f)	NTD64,000 ($2,086) was paid for Hsu Kuo-Hsun’s quarter on November 3, 2022. The advance is non-interest bearing and would repayable on demand.

(g)	The Company borrowed a principal amount of $62,000 on September 27, 2022 from a shareholder – CPN Investment Limited. The loan was 6% interest bearing payable on maturity and would be matured in one year. The loan was fully repaid on November 1, 2022. Further $73,400 was borrowed during the three months ended February 28, 2023. The loan was 6% interest bearing payable on maturity and would be matured in one year. No interest was accrued as of February 28, 2023.

11. OTHER LOANS

SCHEDULE OF OTHER LOANS

	As of May 31, 2022			As of August 31, 2021
	As of February 28, 2023			As of August 31, 2022
Other loans:
- from shareholders (note 9)	$	640,270		$	-
- from shareholders (note 10)	$	500,256		$	460,709
- from a non-related party		85,~~624~~802			-
		648,894			-
		506,058			460,709
Less: Other loan, non-current:		(200,000	)		-(200,000	)
	$	~~448~~506,~~894~~058		$	-260,709

On ~~May~~September 2015, 2022, the Company borrowed non-interest bearing loan of ~~NTD250~~NTD30,000 ($~~8,624~~978) from a non-related company which was owned by an an employee of the Company. The loan would be repayable on ~~December~~September 3115, ~~2022~~2023. Further non-interest loan of NTD148,000 ($4,824) was borrowed in January 2023 and would be repayable in one year.

1112. BONDS PAYABLE

The Company entered into a Bond Purchase Agreement with anChing-Nan ~~individual~~Wang ~~third~~(who ~~party~~became the Company’s shareholder in May 2021) on August 14, 2019, pursuant to which the Company issued and sold to the purchaser a bond at an aggregate purchase price of $600,000. The bond will mature three years from August 14, 2019. Interest on the bond accrues at rate of 10% per annum and is payable on semi-yearly basis. The Company may exercise its right to repay this bond at any time on or before two years from the maturity date by wiring 100% of all outstanding principal and interest to the purchaser. On August 10, 2022, the bond was further extended to August 14, 2023 and 12% p.a. interest was payable quarterly. The bond was collateralized by 2,000,000 shares of DFP Holdings Limited and 1,000,000 shares of Reblood Biotech Corp. held by Yi-Hsiu Lin. Interest of $1736,~~935~~000 and $30,000 was incurred in six months ended February 28, 2023 and 2022, respectively. Interest of $18,000 and $15,000 was incurred in three months ended February 28, 2023 and 2022, respectively. Interest of $20,935 and $2,935 was accrued as of ~~May~~February 3128, ~~2022~~2023 and August 31, ~~2021~~2022, respectively.

~~Interest expenses of $45,000 and $15,000 were~~13. ~~incurred~~CONVERTIBLE ~~for~~NOTES ~~the~~PAYABLE ~~nine~~TO ~~and~~RELATED ~~three months ended May 31, 2022 and 2021, respectively.~~PARTIES

12. CONVERTIBLE NOTES PAYABLE TO RELATED PARTIES

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

SCHEDULE OF CONVERTIBLE NOTES PAYABLE

	Principal amount		Issue date	Maturity date	Interest rate
Jui-Chin Chen		100,000	March 18, 2020	March 18, 2022		6	%
Jui-Chin Chen (a)		100,000	March 18, 2020	March 18, 2022		6	%
Teh-Ling Chen		100,000	November 2, 2020	November 2, 2022		6	%
Teh-Ling Chen (b)		100,000	November 2, 2020	November 2, 2022		6	%
Chin-Ping Wang		200,000	November 25, 2020	November 25, 2022		6	%
Chin-Ping Wang (c)		200,000	November 25, 2020	November 25, 2022		6	%
Chin-Nan Wang		200,000	November 25, 2020	November 25, 2022		6	%
Chin-Nan Wang (d)		200,000	November 25, 2020	November 25, 2022		6	%
Chin-Chiang Wang		200,000	November 25, 2020	November 25, 2022		6	%
Chin-Chiang Wang (d)		200,000	November 25, 2020	November 25, 2022		6	%
Teh-Ling Chen		100,000	January 15, 2021	January 15, 2023		6	%
Teh-Ling Chen (e)		100,000	January 15, 2021	January 15, 2023		6	%
	$	900,000

On March 18, 2020, the Company issued an unsecured note in the principal amount of $100,000, which accrues interest at the rate of 6% per annum, to a shareholder – Jui-Chin Chen. On August 17, 2020, the Company amended the Note and the Agreement, wherein, at the sole option of the applicable noteholder, all or part of the unpaid outstanding principal of such noteholder’s Note would be convertible into shares of restricted common stock of the Company at a conversion price equal to $0.40 per share. On March 23, 2022, the Company further amended the Note and the Agreement with the noteholder, mutually agreed to cancel the conversion option and to repay the principal in two instalments and accrued interest during that period before October 31, 2022. The balance was classified as 6% short-term loan on the same date (Note 9). ($4,088) and $1,912 was recognized for the (gain) loss on change in fair value of the modification during the nine and three months ended May 31, 2022, respectively. On May 29, 2022, the Company further amended the Note and the Agreement with the noteholder, mutually agreed to repay the principal and interests in five instalments before November 30, 2022.

(a)	On March 18, 2020, the Company issued an unsecured note in the principal amount of $100,000, which accrues interest at the rate of 6% per annum, to a shareholder – Jui-Chin Chen. On August 17, 2020, the Company amended the Note and the Agreement, wherein, at the sole option of the applicable noteholder, all or part of the unpaid outstanding principal of such noteholder’s Note would be convertible into shares of restricted common stock of the Company at a conversion price equal to $0.40 per share. On March 23, 2022, the Company further amended the Note and the Agreement with the noteholder, mutually agreed to cancel the conversion option and to repay the principal in two installments and accrued interest during that period before October 31, 2022. The balance was classified as 6% short-term loan on the same date (Note 10(b)). On May 29, 2022, the Company further amended the Note and the Agreement with the noteholder, mutually agreed to repay the principal and interests in five installments before November 30, 2022. It was later extended to November 30, 2023. Up to the date of this report, the Company repaid $nil to Jui-Chin Chen.

(b)	On November 2, 2020, the Company issued a Note in the principal amount of $100,000, which accrues interest at the rate of 6% per annum, to a shareholder – Teh-Ling Chen. The note is due on November 2, 2022 and unsecured. On May 10, 2022, the Company entered into an amendment to the Note with the shareholder, wherein, at the sole option of the applicable noteholder, all or part of the unpaid outstanding principal of such noteholder’s Note would be convertible into shares of restricted common stock of the Company at a conversion price equal to $0.10 per share. On May 12, 2022, the shareholder submitted conversion notice to the Company converting all of the outstanding balance of his Note into an aggregate of 1,000,000 shares of the Company’s common stock. The conversion was approved by the Company on May 17, 2022 and the shares were issued on May 19, 2022.

On November 2, 2020, the Company issued a Note in the principal amount of $100,000, which accrues interest at the rate of 6% per annum, to a shareholder – Teh-Ling Chen. The note is due on November 2, 2022 and unsecured. On May 10, 2022, the Company entered into an amendment to the Note with the shareholder, wherein, at the sole option of the applicable noteholder, all or part of the unpaid outstanding principal of such noteholder’s Note would be convertible into shares of restricted common stock of the Company at a conversion price equal to $0.10 per share. $178,000 was recognized for the loss on change in fair value of the modification during the nine and three months ended May 31, 2022. On May 12, 2022, the shareholder submitted conversion notice to the Company converting all of the outstanding balance of his Note into an aggregate of 1,000,000 shares of the Company’s common stock. The conversion was approved by the Company on May 17, 2022 and the shares were issued on May 19, 2022. Further $1,217,841 and $1,222,841 of the loss on change in fair value was recognized during the nine and three months ended May 31, 2022, respectively.25

(c) On November 25, 2020, the Company issued a Note in the principal amount of $200,000, which accrues interest at the rate of 6% per annum, to a shareholder – Chin-Chiang Wang. The Note is due on November 25, 2022 and unsecured. On May 3, 2022, the Company entered into an amendment to the Note and the convertible promissory note purchase agreement with Chin-Chiang Wang, mutually agreed to extend the maturity date to November 25, 2024 and cancel the conversion option. The balance was classified as non-current 6% loan on the same date (Note 10(c)). (d) On November 25, 2020, the Company issued several Notes in the total principal amount of $400,000, which accrues interest at the rate of 6% per annum, to shareholders – Chin-Ping Wang and Ching-Nan Wang. The notes are due on November 25, 2022 and unsecured. On January 24, 2022, the Company entered into an amendment to the Notes with these two shareholders, wherein, at the sole option of the applicable noteholder, all or part of the unpaid outstanding principal of such noteholder’s Notes would be convertible into shares of restricted common stock of the Company at a conversion price equal to $0.25 per share. On January 26, 2022, the shareholders submitted conversion notices to the Company converting all of the outstanding balances of their Notes into an aggregate of 1,600,000 shares of the Company’s common stock. The conversion was approved by the Company on January 31, 2022 and the shares were issued on March 15, 2022. (e) On January 15, 2021, the Company issued a Note in the principal amount of $100,000, which accrues interest at the rate of 6% per annum, to a shareholder – Teh-Ling Chen. The note is due on January 15, 2023 and unsecured. On May 10, 2022, the Company entered into an amendment to the Note with the shareholder, wherein, at the sole option of the applicable noteholder, all or part of the unpaid outstanding principal of such noteholder’s Note would be convertible into shares of restricted common stock of the Company at a conversion price equal to $0.10 per share. On May 12, 2022, the shareholder submitted conversion notice to the Company converting all of the outstanding balance of his Note into an aggregate of 1,000,000 shares of the Company’s common stock. The conversion was approved by the Company on May 17, 2022 and the shares were issued on May 19, 2022.

On November 25, 2020, the Company issued a Note in the principal amount of $200,000, which accrues interest at the rate of 6% per annum, to a shareholder – Chin-Chiang Wang. The Note is due on November 25, 2022 and unsecured. On May 3, 2022, the Company entered into an amendment to the Note and the convertible promissory note purchase agreement with Chin-Chiang Wang, mutually agreed to extend the maturity date to November 25, 2024 and cancel the conversion option. ($10,835) and $1,165 was recognized for the (gain) loss on change in fair value of the modification during the nine and three months ended May 31, 2022, respectively. The balance was classified as non-current 6% loan on the same date (Note 9).

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

On January 15, 2021, the Company issued a Note in the principal amount of $100,000, which accrues interest at the rate of 6% per annum, to a shareholder – Teh-Ling Chen. The note is due on January 15, 2023 and unsecured. On May 10, 2022, the Company entered into an amendment to the Note with the shareholder, wherein, at the sole option of the applicable noteholder, all or part of the unpaid outstanding principal of such noteholder’s Note would be convertible into shares of restricted common stock of the Company at a conversion price equal to $0.10 per share. $176,000 was recognized for the loss on change in fair value of the modification during the nine and three months ended May 31, 2022. On May 12, 2022, the shareholder submitted conversion notice to the Company converting all of the outstanding balance of his Note into an aggregate of 1,000,000 shares of the Company’s common stock. The conversion was approved by the Company on May 17, 2022 and the shares were issued on May 19, 2022. Further $1,216,629 and $1,222,629 of the loss on change in fair value was recognized during the nine and three months ended May 31, 2022, respectively.

For each of the Notes, the Company is entitled to a one-year extension. The outstanding principal amounts of the notes are convertible at any time at the option of the holders into common stock at a conversion price of $0.40 per share. Each of the noteholders may convert part of the principal outstanding in increments of $10,000 or multiples of $10,000 at any time. Accrued interest, if any, will be forfeited on any principal amount being converted.

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

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

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

NoDuring ~~convertible~~the ~~note~~six ~~was~~months ~~held~~ended ~~while~~February 28, 2023 and 2022, interest of $nil ~~was~~and ~~accrued~~$20,670 aswere ofincurred ~~May~~on 31the Notes, ~~2022~~respectively.

During the ~~nine~~three months ended ~~May~~February 3128, ~~2022~~2023 and ~~2021~~2022, interest of $~~31,518~~nil and $27,~~712~~170 were incurred on the Notes, respectively. ~~During the three months ended May 31, 2022 and 2021, interest of $10,848 and $nil were incurred on the Notes, respectively.~~

13 14. INCOME TAXES

For the period ended ~~May~~February 3128, ~~2022~~2023 and ~~2021~~2022, the local (United States) and foreign components of loss before income tax were comprised of the following:

		May 31, 2022			May 31, 2021			May 31, 2022			May 31, 2021
	February 28, 2023			February 28, 2022			February 28, 2023			February 28, 2022
	Nine months ended						Three months ended
	Six months ended						Three months ended
	May 31, 2022			May 31, 2021			May 31, 2022			May 31, 2021
	February 28, 2023			February 28, 2022			February 28, 2023			February 28, 2022
Tax jurisdictions from:
- Local	$	(6457,~~263,237~~623	)	$	(42,~~279~~375,~~016~~752	)	$	(3349,~~887,485~~474	)	$	(1,~~374~~450,~~280~~149	)
State and local income tax expense (benefit), continuing operations	$	(6,263,237	)	$	(4,279,016	)	$	(3,887,485	)	$	(1,374,280	)
- Foreign, representing
Seychelles		-			~~(1,610~~-	)		-			-
British Virgin Islands		(21,~~046~~399	)		(891,~~604~~855	)		(~~191~~255	)		(~~4,626~~298	)
Taiwan		(1437,~~792,198~~102	)		(1,~~331~~251,~~039~~440	)		(~~540~~134,~~758~~125	)		(~~380~~567,~~979~~529	)
PRC		(~~520~~337,~~338~~557	)		(~~457~~254,~~705~~628	)		(~~265~~131,~~710~~628	)		(~~146~~135,~~307~~191	)
Hong Kong		(~~706~~208,~~029~~857	)		(2621,~~361,044~~575	)		(84107,~~454~~983	)		(~~376~~228,~~190~~714	)
Tax jurisdictions from: foreign, representing		(706,029	)		(2,361,044	)		(84,454	)		(376,190	)
Tax jurisdictions from foreign		(208,857	)		(621,575	)		(107,983	)		(228,714	)
Loss before income tax	$	(91,~~283~~446,~~848~~003	)	$	(84,~~520~~505,~~018~~250	)		(4726,~~778,598~~930	)		(2,~~282~~381,~~382~~881	)

2526

The components of the benefit for income taxes expenses are:

May 31, 2022

May 31, 2021

May 31, 2022

May 31, 2021

February 28, 2023

February 28, 2022

February 28, 2023

February 28, 2022

Nine months ended

Three months ended

Six months ended

Three months ended

May 31, 2022

May 31, 2021

May 31, 2022

May 31, 2021

February 28, 2023

February 28, 2022

February 28, 2023

February 28, 2022

Current

Deferred

~~(13,447~~-

)

(168,~~108~~964

)

~~(4,483~~-

)

(54,~~879~~482

)

Total income tax benefit

~~(13,447~~-

)

(168,~~108~~964

)

~~(4,483~~-

)

(54,~~879~~482

)

The benefit for income taxes consisted of the following:

SCHEDULE OF PROVISION FOR INCOME TAXES

		May 31, 2022			May 31, 2021			May 31, 2022			May 31, 2021
	February 28, 2023			February 28, 2022			February 28, 2023			February 28, 2022
	Nine months ended						Three months ended
	Six months ended						Three months ended
	May 31, 2022			May 31, 2021			May 31, 2022			May 31, 2021
	February 28, 2023			February 28, 2022			February 28, 2023			February 28, 2022
Loss before income taxes	$	(91,~~283~~446,~~848~~003	)	$	(84,~~520~~505,~~018~~250	)	$	(4726,~~778,598~~930	)	$	(2,~~282~~381,~~382~~881	)
Statutory income tax rate		21	%		21	%		21	%		21	%
Income tax credit computed at statutory income rate		(1302,~~949,608~~933	)		(1946,~~789,204~~103	)		(1151,~~003,505~~928	)		(~~479~~400,~~300~~195	)
Reconciling items:
Non-deductible expenses (non-taxable income)		929,439			84,775			618,124			(28,271	)
Non-deductible expenses		53,183			311,315			5,280			256,929
Share-based payments		~~474~~92,~~395~~867			1222,~~139,058~~771			~~251~~56,~~624~~467			~~333~~47,~~794~~373
Tax effect of tax exempt entity		~~430~~294			~~19,154~~390			4054			~~970~~63
Rate differential in different tax jurisdictions		(9,~~560~~006	)		~~101~~15,~~249~~988			(65,~~428~~678	)		147,~~886~~410
Valuation allowance on deferred tax assets		~~522~~165,~~337~~595			~~428~~386,~~858~~675			~~135~~95,~~662~~805			~~152~~183,~~040~~938
Income tax benefit	$	~~(13,447~~-	)	$	(168,~~108~~964	)	$	~~(4,483~~-	)	$	(54,~~879~~482	)

United States of America

The Company is registered in the State of Nevada and is subject to the tax laws of the United States of America. As of ~~May~~February 3128, ~~2022~~2023, ~~the~~ the operations in the United States of America incurred $2,~~575~~399,~~789~~ 038 of cumulative net operating losses (NOL’s) which can be carried forward to offset future taxable income. The NOL carryforwards begin to expire in 2037, if unutilized. As of ~~May~~February 3128, ~~2022~~2023, the Company has provided for a full valuation allowance of $~~540~~503,~~916~~ 798 against the deferred tax assets on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

Seychelles

Under the current laws of the Seychelles, LFGL is registered as an international business company, as such, LFGL is governed by the International Business Companies Act of Seychelles and not subject to income taxes in Seychelles.

British Virgin Islands

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

Taiwan

LOC is subject to corporate income tax (“CIT”) in Taiwan. Since January 1, 2018, the CIT rate in Taiwan is 20%. As of ~~May~~February 3128, ~~2022~~ 2023, LOC had net operating loss carry-forwards in Taiwan of $43,~~524~~883,~~813~~706, which will expire in various years through ~~2025~~2027. The Company has provided for a full valuation allowance of $~~904~~697,~~963~~ 724 against the deferred tax assets on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

2627

PRC

BJDC is subject to corporate income tax (“CIT”) at 25% in accordance with the relevant tax laws and regulations of the PRC. As of ~~May~~February 3128, ~~2022~~2023, BJDC had net operating loss carry-forwards in the PRC of $2,~~351~~790,~~545~~898, which will expire in various years through ~~2027~~2029. The Company has provided for a full valuation allowance of $~~587~~697,~~886~~ 724 against the deferred tax assets on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

Hong Kong

JFB is subject to Hong Kong Profits Tax, which is charged at the statutory income rate of 16.5% on its assessable income. No provision for Hong Kong profits tax has been made in the financial statements as JFB has no assessable profits for the ~~years~~period. As of ~~May~~February 3128, ~~2022~~2023, ~~the~~ the operations in Hong Kong incurred $~~3,214,781~~nil of cumulative net operating losses (NOL’s) which can be carried forward indefinitely to offset future taxable income. As of ~~May~~February 3128, ~~2022~~2023, the Company has provided for a full valuation allowance of approximately $~~530,439~~nil against the deferred tax assets on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

SCHEDULE OF DEFERRED TAX ASSETS

	May 31, 2022			August 31, 2021
	February 28, 2023			August 31, 2022
Deferred tax assets:
Net operating loss carryforwards
– United States of America	$	(~~540~~503,~~916~~798	)	$	(~~469~~500,~~843~~564	)
– Taiwan		(~~904~~776,~~963~~741	)		(~~618~~699,~~141~~772	)
– PRC		(~~587~~697,~~886~~724	)		(~~457~~600,~~802~~648	)
– Hong Kong		~~(530,439~~-	)		~~(469,186~~-	)
Deferred tax assets: net operating loss carryforwards		~~(530,439~~-	)		~~(469,186~~-	)
Less: valuation allowance		21,~~564~~978,~~204~~263			21,~~014~~800,~~972~~984
Deferred tax assets, net of valuation allowance	$	-		$	-
Deferred tax liabilities:
Intangible assets – Technical know-hows	$	112,055		$	125,502
Deferred tax liabilities, net	$	112,055		$	125,502

1415. COMMON STOCK

On September 1, 2019, the Company entered into an employment agreement with Yi-Hsiu Lin to serve as the Chief Executive Officer of the Company for a two-year term. Pursuant to the agreement, Mr. Lin was compensated at an annual rate of $50,000 per year (the “Base Compensation”), prorated for any partial year in cash or 2,500,000 shares of restricted common stock, which vested on September 16, 2019 and September 1, 2020. In addition, Mr. Lin was be entitled to bonus compensation of up to three (3) times Base Compensation based on his achievement of appropriate performance criteria to be determined by the board of directors or a committee thereof. The fair value of the shares of restricted common stock was $1,250,000 and $1,000,000, respectively, which was calculated based on a price per share of $0.50 and $0.40, respectively and amortized over the service term. On September 1, 2021, the Company renewed the employment agreement with Yi-Hsiu Lin for additional two years. Pursuant to the agreement, Mr. Lin will be compensated at an annual rate of $120,000 per year (the “Base Compensation”), prorated for any partial year, payable in cash or with 2,500,000 shares of restricted common stock, which would vest as of March 1, 2022 and March 1, 2023. In addition, Mr. Lin may be entitled to bonus compensation of up to three times the Base Compensation based on his achievement of appropriate performance criteria to be determined by the board of directors or a committee thereof. The bonus compensation offer was cancelled on March 1, 2022. ~~The~~ The fair value of the shares of restricted common stock for ~~the~~each ~~first~~of ~~year~~the years ending August 31, 2023 and 2022 was $250,000, which was calculated based on a price per share of $0.10 and amortized over the service term. During the ~~nine~~six months ended ~~May~~February 3128, ~~2022~~2023 and ~~2021~~ 2022, the Company amortized $~~187~~125,~~500 and $750,~~000~~, respectively,~~ as remuneration. During the three months ended ~~May~~February 3128, ~~2022~~2023 and ~~2021~~2022, the Company amortized $62,500 ~~and~~ ~~$250,000, respectively~~as remuneration.

On September 1, ~~2019~~2021, the Company issued a director offer letter to Shui Fung Cheng, pursuant to which Mr. Cheng agreed to serve as a director of the Company for a one-year term. For his service as a director, Mr. Cheng would receive an annual compensation, prorated for any partial year, in the form of $3080,000 in cash or 1,500,000 shares of restricted common stock. The offer letter provided that compensation, either in cash or shares of restricted common stock, would be paid or granted immediately on ~~September~~ ~~1, 2019. The fair value of the shares of restricted common stock was $750,000, which was calculated based on a price per share of $0.50 and amortized over the service term. The offer was renewed on~~ September 1, ~~2020 and all shares were granted and vested on the same date~~2021. ~~The~~On ~~fair value of the shares of restricted common stock granted on~~ September 1, ~~2020 was $1~~2022,~~500,000, which~~ ~~was calculated based on a price per share of $0.40 and amortized over~~ the ~~service term. On September 1, 2021, the~~ Company re-issued a director offer letter to Shui Fung Cheng, ~~pursuant~~with ~~to which Mr. Cheng agreed to serve as a director of~~ the ~~Company~~same ~~for a one-year term. For his service as a director, Mr. Cheng would receive an annual~~ compensation, ~~prorated~~ for ~~any~~further ~~partial~~one year~~, in the form of $80,000 in cash or 1,500,000 shares of restricted common stock~~. The ~~offer letter provided that compensation, either in cash or shares of restricted common stock, would be paid or granted immediately on September 1, 2021. The~~ fair value of the shares of restricted common stock granted on September 1, 2021 and 2022 was $150,000 each, which was calculated based on a price per share of $0.10 and amortized over the service term. During the ~~nine~~six months ended ~~May~~February 3128, ~~2022~~2023 and ~~2021~~2022, the Company amortized $~~112~~75,~~500 and $450,~~000, ~~respectively,~~ as remuneration. During the three months ended ~~May~~February 3128, ~~2022~~2023 and ~~2021~~2022, the Company amortized $37,500 ~~and~~as ~~$150,000, respectively~~remuneration.

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

On March 1, 2020, the Company entered into a consulting agreement with a consultant to provide business advisory services to the Company for a one-year term. Pursuant to the agreement, the Company agreed to pay the consultant a fee of $60,000 and 1,000,000 shares of restricted common stock, which vested not later than June 30, 2020, prorated for any partial year. On June 30, 2020, the Company’s board of directors approved additional 500,000 shares to the consultant in exchange for services rendered. On March 1, 2021, the Company renewed the consulting agreement for a one-year term. Pursuant to the agreement, the Company agreed to pay the consultant a fee of $60,000 and 1,000,000 shares of restricted common stock, which vested not later than June 30, 2021, prorated for any partial year. The fair value of the shares of restricted common stock was $750,000 and $100,000, respectively which was calculated based on a price per share of $0.50 and $0.10 respectively and amortized over the service term. During the nine months ended May 31, 2022 and 2021, the Company amortized $50,000 and $625,000 respectively as consulting expenses under this agreement. During the three months ended May 31, 2022 and 2021, the Company amortized $nil and $250,000 respectively. The shares were granted on July 7, 2020 and December 16, 2021, respectively.

On June 30, 2020, the Company’s board of directors agreed to grant a new employee of JFB, (i) 5,000,000 shares of restricted common stock in connection with such employee’s employment (the “Inducement Shares”) and (ii) 5,000,000 shares of restricted common stock upon the achievement of each of two milestones set forth in such employee’s offer letter relating to the FinMaster mobile application. As of August 31, 2020, 5,000,000 common shares of the Company had been issued to the employee. The fair value of the shares of restricted common stock issued to him was $6,000,000, which was calculated based on a price per share of $0.40. As of May 31, 2022, apart from the 5,000,000 Inducement Shares, 6,128,868 shares were vested to the employee upon achievement of the milestones set forth in the employee’ offer letters. During the nine months ended May 31, 2022 and 2021, the Company amortized $318,108 and $1,742,630, respectively, as salaries. During the three months ended May 31, 2022 and 2021, the Company amortized $75,627 and $158,037, respectively. As of May 31, 2022, 10,000,000 shares were issued.

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

On July 27, 2020, the Company issued an offer letter to a staff member, pursuant to which the staff member agreed to serve as an executive assistant of the Company. For the service as an executive assistant, the staff member received a monthly compensation in the form of NT$77,000 ($2,717) for the first three months (probationary period) and thereafter NT$92,500 ($3,264) in cash. In addition, the staff member would have been granted 50,000 shares of restricted common stock upon completion of the first year of service and 50,000 shares of restricted common stock if the staff member met the criteria established by the Company. The fair value of the shares of restricted common stock was $50,000, which was calculated based on a price per share of $1.00 and amortized over the service term. The Company cancelled the offer on May 1, 2021. During the nine and three months ended May 31, 2021, the Company recognized $50,000 and $20,833 respectively as compensation under this arrangement.

On August 1, 2020, the Company entered into a one-year consulting services agreement with a company. Pursuant to the agreement, the Company agreed to pay the provider an annual compensation of $66,000, prorated for any partial year. In addition, for the services rendered by the provider’s employees, the provider was granted 1,000,000 shares of restricted common stock, vested on September 15, 2020. The fair value of 1,000,000 shares granted was $400,000, which was calculated based on the stock price of $0.40 per share and will be amortized over the service term. During the nine months ended May 31, 2022 and 2021, the Company recognized $16,666 and $283,333 respectively as compensation under these arrangements. During the three months ended May 31, 2022 and 2021, the Company recognized $nil and $100,000 respectively. The shares were issued on January 6, 2021.

On August 3, 2020, the Company issued an offer letter to a staff member, pursuant to which the staff member agreed to serve as an executive assistant of the Company. For the service as an executive assistant, the staff member received a monthly compensation in the form of NT$77,000 ($2,717) in cash. In addition, the staff would have been granted 50,000 shares of restricted common stock upon completion of the first year of service and 50,000 shares of restricted common stock if she met the criteria established by the Company. The fair value of the shares of restricted common stock was $50,000, which was calculated based on a price per share of $1.00 and amortized over the service term. The Company cancelled the offer on May 1, 2021. During the nine and three months ended May 31, 2021, the Company recognized $50,000 and $20,833 respectively as compensation under this arrangement.

On ~~November~~March 1, ~~2020~~2021, the Company ~~entered~~renewed ~~into~~the ~~one-year~~ consulting ~~agreements~~agreement with ~~two~~a ~~consultants~~consultant to ~~assist~~provide inbusiness ~~monitoring~~advisory ~~and~~services ~~improving~~to the Company for ~~FinMaster~~a ~~APP~~one-year term. Pursuant to the agreement, the Company agreed to pay the ~~consultants~~consultant 2a fee of $60,~~500~~000 and 1,000 ,000 shares of restricted common stock, which vested on ~~November~~not 1later than June 30, ~~2020~~2021, prorated for any partial year. The fair value of the shares of restricted common stock was $2100,~~500,~~000, which was calculated based on a price per share of $10.00 10 and amortized over the service term. During the ~~nine~~six and three months ended ~~May~~February 3128, 2022 ~~and 2021~~, the Company amortized $~~416~~50,~~666~~000 and $125,~~458,333~~000 respectively as consulting expenses under ~~these~~this ~~agreements~~agreement. ~~During the three months~~The ~~ended~~shares ~~May~~were ~~31,~~granted ~~2022~~ and ~~2021,~~issued ~~the~~on ~~Company~~December ~~amortized $nil and $625~~16,~~000~~ ~~respectively~~2021.

On June 30, 2020, the Company’s board of directors agreed to grant a new employee of JFB, (i) 5,000,000 shares of restricted common stock in connection with such employee’s employment (the “Inducement Shares”) and (ii) 5,000,000 shares of restricted common stock upon the achievement of each of two milestones set forth in such employee’s offer letter relating to the FinMaster mobile application. The fair value of the shares of restricted common stock to be issued to him was $6,000,000, which was calculated based on a price per share of $0.40. As of August 31, 2022, apart from the 5,000,000 Inducement Shares, 5,000,000 shares were vested to the employee upon achievement of the first milestone set forth in the employee’ offer letters, the Company amortized $139,560, $1,622,940 and $237,500, respectively as salaries under this milestone for the years ended August 2022, 2021 and 2020. However, during the year ended August 31, 2022, the company reassessed the likelihood that the employee will achieve for the second milestone and determined that the employees will not achieve the targets of the second milestone, the Company recognized a reverse to salary $348,627 under this milestone. During the six and three months ended February 28, 2022, the Company amortized $242,481 and $33,084, respectively, as salaries. As of February 28, 2022, 10,000,000 shares were issued.

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

On August 1, 2020, the Company entered into a one-year consulting services agreement with a company. Pursuant to the agreement, the Company agreed to pay the provider an annual compensation of $66,000, prorated for any partial year. In addition, for the services rendered by the provider’s employees, the provider was granted 1,000,000 shares of restricted common stock, vested on September 15, 2020. The fair value of 1,000,000 shares granted was $400,000, which was calculated based on the stock price of $0.40 per share and will be amortized over the service term. During the six and three months ended February 28, 2022, the Company recognized $16,666 and $nil respectively as compensation under these arrangements. The shares were issued on January 6, 2021.

On November 1, 2020, the Company entered into one-year consulting agreements with two consultants to assist in monitoring and improving FinMaster APP. Pursuant to the agreement, the Company agreed to pay the consultants 2,500,000 shares of restricted common stock, which vested on November 1, 2020, prorated for any partial year. The fair value of the shares of restricted common stock was $2,500,000, which was calculated based on a price per share of $1.00 and amortized over the service term. During the six and three months ended February 28, 2022, the Company amortized $416,666 and $nil respectively as consulting expenses under these agreements. The shares were issued on December 22, 2020.

On February 8, 2021, the Company and First Leader Capital Ltd. mutually agreed to further forfeit and surrender 5,000,000 shares (the “Surrendered Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The Surrendered Shares were automatically cancelled and retired. First Leader Capital Ltd. agreed to forfeit and cancel the Surrendered Shares in exchange for reducing the Company’s outstanding Common Stock to be more in line with what management deems to be market expectations based on the Company’s current valuation.

On May 17, 2021, the Company and First Leader Capital Ltd., again, mutually agreed to forfeit and surrender 13,132,500 shares (the “Surrendered Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The Surrendered Shares were automatically cancelled and retired. First Leader Capital Ltd. agreed to forfeit and cancel the Surrendered Shares in exchange for reducing the Company’s outstanding Common Stock to be more in line with what management deems to be market expectations based on the Company’s current valuation.

On September 1, 2021, the Company issued an offer letter to Hsu Kuo-Hsun, pursuant to which Mr. Hsu agreed to serve as chairman of LOC for two years. Per the terms of the offer letter, Mr. Hsu will receive a monthly remuneration of NT$60,000 (equivalent to $21,~~157~~902) in cash and 2,400,000 shares of restricted common stock, which shall be granted in two equal tranches and vested on March 1, 2022 and March 1, 2023. The fair value of the shares of restricted common stock for the ~~first~~each ~~year~~of years ending August 31, 2023 and 2022 was $120,000, ~~which~~ which was calculated based on a price per share of $0.10 and amortized over the service term. During the ~~nine~~six ~~and three~~ months ended ~~May~~February 3128, 2023 and 2022, the Company amortized $9060,000 each as consulting expenses under this agreement. During the three months ended February 28, 2023 and 2022, the Company amortized $30,000, ~~respectively,~~each as consulting expenses under this agreement. 1,200,000 shares were issued on October 5, 2022.

On September 1, 2021, the Company issued a Senior Vice President (“SVP”) offer letter to Chiao Chien, pursuant to which Mr. Chiao agreed to serve as SVP of user experience of the Company for two years. For his services, Mr. Chiao will receive a monthly remuneration of RMB 17,000 (equivalent to $2,~~648~~385) in cash and 3,000,000 shares of restricted common stock, which shall be granted in two equal tranches and vested on March 1, 2022 and March 1, 2023. The fair value of the shares of restricted common stock for the ~~first~~each ~~year~~of years ending August 31, 2023 and 2022 was $150,000, which was calculated based on a price per share of $0.10 and amortized over the service term. During the ~~nine and~~six ~~three~~ months ended ~~May~~February 3128, 2023 and 2022, the Company amortized $~~112~~75,~~500~~000 each as consulting expenses under this agreement. During the three months ended February 28, 2023 and 2022, the Company amortized $37,500, ~~respectively,~~each as consulting expenses under this agreement. 1,500,000 shares were issued on October 5, 2022.

On December 21, 2021, pursuant to the 2021 Equity Incentive Plan, the Company granted an aggregate of 9,550,850 non-restricted share units of the Company’s common stock to certain employees and consultants of the Company. In accordance with the vesting schedule of the grant, the restricted shares will vest immediately. The fair price of the non-restricted shares was $0.10 per share. The Company recognized the share-based compensation expenses over the vesting period on a graded-vesting method. The Company recorded non-cash share-based compensation of $~~955,085~~ nil for the ~~nine~~six and three months ended ~~May~~February 3128, 2022, in respect of the non-restricted shares granted. The shares were issued on March 2, 2022. As of ~~May~~February 3128, ~~2022~~2023, neither unrecognized stock-based compensation was associated with the above share units nor ~~vested~~ vested shares were to be issued.

On January 26, 2022, the shareholders- Chin-Ping Wang and Ching-Nan Wang, submitted conversion notices to the Company converting all of the outstanding balances of their Convertible Notes payable (Note 13) into an aggregate of 1,600,000 shares of the Company’s common stock. The conversion was approved by the Company on January 31, 2022 and the shares were issued on March 15, 2022.

On May 12, 2022, the shareholder- Teh-Ling Chen submitted conversion notice to the Company converting all of the outstanding balance of his Convertible Notes payable (Note 13) into an aggregate of 2,000,000 shares of the Company’s common stock. The conversion was approved by the Company on May 17, 2022 and the shares were issued on May 19, 2022.

On June 17, 2022, 500,576 shares of the Company were issued to shareholder- Teh-Ling Chen for the repayment of loan balance and accrued interest.

On October 1, 2022, the Company entered into consultant agreement with Shou-Hung Hsu for two years. Pursuant to the agreement, Mr. Hsu was compensated at $25,000 per year, prorated for any partial year, payable in cash or with 700,000 shares of restricted common stock, which would vest as of December 31, 2022 and September 30, 2023. The fair value of the shares of restricted common stock for the first year was $35,000, which was calculated based on a price per share of $0.10 and amortized over the service term. During the six months ended February 28, 2023 and 2022, the Company amortized $14,583 and $nil, respectively as consulting expenses under this agreement. During the three months ended February 28, 2023 and 2022, the Company amortized $8,750 and $nil, respectively as consulting expenses under this agreement.

On February 28, 2023, the Company dismissed ten employees located in Beijing and was liable to pay severance payment of $129,572 (RMB907,000), payable in cash of $36,930 (RMB258,500) and with 926,429 shares of restricted common stock, which would vest on August 31, 2023. The fair value of the shares of restricted common stock was $92,642, which was calculated based on a price per share of $0.10. During the six months ended February 28, 2023 and 2022, the Company recognized $92,642 and $nil, respectively as severance payment. During the three months ended February 28, 2023 and 2022, the Company recognized $92,642 and $nil, respectively as severance payment.

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

From September 2021 to ~~May~~August 2022, the Company entered into securities purchase agreements with several accredited investors whereby the ~~investors~~ investors purchased a total of 1419,170,000 shares of the Company’s common stock at an average price of $0.12 per share. The Company ~~received~~ received aggregate gross proceeds of $12,~~690~~290,000. Pursuant to the terms of the securities purchase agreements, the investors have piggyback ~~registration~~ registration rights with respect to the shares. The shares were fully issued by ~~May~~September 312, 2022.

InOn October ~~January~~31, 2022, ~~two~~the ~~holders~~Company ~~agreed~~entered tointo ~~convert convertible~~a ~~notes~~securities purchase agreement with aan ~~principal~~individual ~~amount~~accredited ofinvestor ~~$400~~(the “Investor”),~~000~~ to ~~for~~issue aand ~~total~~sell ofto the Investor 1,~~600~~000,000 shares (the “Shares”) of the Company’s restricted common stock., ~~The~~par ~~amount~~value $0.0001 ofper $1share,~~631,840~~ ~~was~~for ~~classified~~a aspurchase ~~shares~~price ~~issued~~of ~~under~~$0.30 ~~paid-in~~per ~~capital~~share. asPursuant to the terms of ~~May~~the 31securities purchase agreement, ~~2022.~~the investor ~~The~~will have piggyback registration rights with respect to the shares. ~~were~~The Company issued the Shares to the Investor on ~~March~~November 152, 2022, resulting in $300,000 in aggregate proceeds for the Company.

InAs ~~May 2022, a holder agreed to convert convertible notes with a principal amount~~ of ~~$200,000~~February ~~for a total of 2~~28,~~000,000~~ ~~shares of the Company’s common stock. The amount of $2~~2023,~~999,800~~ ~~was~~unrecognized ~~classified as shares issued under paid~~share-inbased ~~capital~~compensation asexpense ofwas ~~May 31~~$355, ~~2022~~417. ~~The shares were issued on May 19, 2022.~~

As of ~~May~~February 3128, ~~2022~~2023, ~~unrecognized~~4,522,262 ~~share-based~~shares ~~compensation~~were ~~expense~~granted ~~was~~to ~~$1,640,326~~employees and vested but not yet issued.

~~As of May 31, 2022, 6,442,936 shares were granted to employees and vested but not yet issued.~~30

2916. COMMITMENTS AND CONTINGENCIES

15During the period ended February 28, 2023, the Company entered into month-to-month lease agreements with independent third parties to rent office and staff quarter premises in Taiwan, Shenzhen, Beijing and Hong Kong. The rental expense for the six months ended February 28, 2023 ~~COMMITMENTS~~and ~~AND~~2022 ~~CONTINGENCIES~~were $130,646 and $148,477 respectively; and $64,964 and $59,758 for the three months ended February 28, 2023 and 2022 respectively.

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

The following table lists the future minimal payments to be paid by the Company under a non-cancellable operating lease for office space in Taiwan with an initial term of one-year as of May 31, 2022:

SCHEDULE OF MATURITIES OF LEASE LIABILITIES

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

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

	For the nine months ended
	For the six months ended
	May 31, 2022			May 31, 2021
	February 28, 2023			February 28, 2022
Operating lease cost – classified as general and administrative expenses	$	~~259~~123,~~402~~169		$	~~229~~176,~~234~~635
Weighted Average Remaining Lease Term – Operating leases		1.5420 years			1.1843 years
Weighted Average Discounting Rate – Operating leases		5.3142	%		5.7842	%

The following is a schedule, by years, of maturities of lease liabilities as of ~~May~~February 3128, ~~2022~~2023:

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

	Operating leases
2023 (remaining period)	$	49,100
2024		42,472
2025		6,300
2026		-
2027		-
Thereafter		-
Total undiscounted cash flows		97,872
Less: imputed interest		(3,097	)
Present value of lease liabilities	$	94,775

Contingencies

The Labor Contract Law of the People’s Republic of China requires employers to assure the liability of the severance payments if ~~employees~~ employees are terminated due to restructuring, mutual agreement or expiration of a fixed-term labor contract. The Company has estimated its possible severance payments of approximately $~~150~~72,000 and $~~129~~146,000 as of ~~May~~February 3128, ~~2022~~2023 and August 31, ~~2021~~2022, respectively. On February 28, ~~which~~2023, ~~have~~the ~~not~~ Company ~~been~~dismissed ~~reflected~~ten employees and severance payments of $129,572 (RMB907,000) were incurred. The compensation was payable in ~~its~~the ~~consolidated~~form ~~financial~~of ~~statements~~cash of $36,930 (RMB258,500) and ~~because~~926,429 restricted itshares isof ~~more~~the ~~likely~~Company. ~~than~~The ~~not~~fair ~~that~~value ~~this~~of ~~will~~the ~~not~~shares of restricted common stock was $92,642, which was calculated based on a price per share of $0.10.The shares will be ~~paid~~issued orby ~~incurred~~August 31, 2023.

In Taiwan, an employer can terminate an employment contract with notice (or with pay in lieu of notice) and with severance pay only due to stoppage of business or a transfer of ownership, business losses or curtailment of business operations, suspension of operations due to a force majeure event, or alteration of the business nature, forcing a reduction in the number of employees, and those employees cannot be reassigned to other suitable positions, or the employee is incapable of performing the tasks assigned. The Company has estimated its possible severance payments of approximately $5240,000 and $6952,000 as of ~~May~~February 3128, ~~2022~~2023 and August 31, ~~2021~~2022, respectively, which have ~~not~~ not been reflected in its condensed consolidated financial statements, because it is more likely than not that this will not be paid or incurred.

1617. SUBSEQUENT EVENTS

On ~~July~~March 1415, ~~2022~~2023, the Company ~~entered~~issued ~~into~~an ~~securities~~offer ~~purchase~~letter ~~agreement~~to ~~with~~Kuo-Kang anChang, ~~accredited~~pursuant ~~investor~~to ~~whereby~~which ~~the~~Mr. ~~investor~~Chang ~~purchased~~agreed ato serve as senior VP of marketing ~~total~~and branding strategy for two years. For his services, Mr. Chang will receive an annual remuneration of 5$20,000 in cash or 1,000,000 shares of ~~the~~restricted ~~Company’s~~ common stock. atIn aaddition, ~~price~~Mr. ofChang ~~$0.10~~may be entitled to additional 1,000,000 restricted shares based on his achievement ~~per~~of ~~share.~~appropriate ~~The~~performance ~~Company~~criteria ~~received~~to ~~aggregate~~be ~~gross~~determined ~~proceed~~by the board of ~~$500,000~~directors or a committee thereof. ~~Pursuant~~ toThe fair value of the ~~terms~~shares of restricted common stock for the ~~securities~~first ~~purchase~~year ~~agreement~~was $10,000, ~~the~~which ~~investor~~was ~~will~~calculated ~~have~~based ~~piggyback~~on ~~registration~~a ~~rights~~price ~~with~~per ~~respect~~share to of $0.10 and amortized over the service ~~shares~~term. ~~The~~1,000,000 shares ~~are~~were ~~expected~~issued to beMr. ~~issued~~Chang byon ~~end~~April of10, ~~July 2022~~2023.

30On March 15, 2023, the board of directors decided to dissolve LOC. LOC then entered into a de-registration process and its business was taken over by LCHD. Taichung City Government approved the dissolution on April 25, 2023. $204,759 (approximately NTD6.3 million) of overdue debt was claimed by the creditors and it was included in the other accrued expenses (note 9).

From March to April 2023, the Company entered into securities purchase agreements with two accredited investors whereby the investors purchased a total of 5,000,000 shares of the Company’s common stock at a price of $0.10 per share. The Company received aggregate gross proceed of $500,000. Pursuant to the terms of the securities purchase agreement, the investor will have piggyback registration rights with respect to the shares. The shares were issued to the investors by April 10, 2023.

From May to June 2023, the Company received aggregate gross proceeds of $201,540 from several accredited investors whereby the investors intended to purchase a total of 4,030,000 shares of the Company’s restricted common stock at an average price of $0.05 per share. The shares are expected to be issued by end of July 2023.

On April 20, 2023, the Company entered into consultant agreement with Yueh-Hung Chou for one year. Pursuant to the agreement, Mr. Chou will be compensated at NT$25,000 per month. In addition, he would be remunerated by 300,000 restricted shares of the Company upon the achievement of certain performance as agreed.

The Company borrowed a principal amount of $100,974 (RMB700,000) on April 26, 2023 from a shareholder – Chang-Ming Lu. The loan was 5% p.a. interest bearing payable on monthly basis and would be matured on December 31, 2023. The loan was fully received by May 8, 2023. A further loan of $43,274 (RMB300,000) was borrowed on June 5, 2023. The loan was 5% p.a. interest bearing payable on monthly basis and would be matured on July 5, 2023.

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

The following discussion and analysis of our financial condition and results of operations should be read together with our unaudited financial statements and related notes appearing elsewhere in this Form 10-Q and our audited financial statements and related notes for the year ended August 31, ~~2021~~2022 included in our most recent annual report on Form 10-K. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors.

Company Overview

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

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

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

We developed a new, comprehensive mobile application, the FinMaster App. The FinMaster App intends to offer one-stop solution for multi-facet financial services. Key services include real-time Taiwan stock market quotes, financial industry information and news, social media activities, on-line live broadcast, A.I. stock selection and other features. With more than 380,000 downloads of the FinMaster App, we continue to collect data as well as user feedback to enhance current APP features and fine tune R&D plans to optimize customer experience.

On August 17, 2020, the Company, through its wholly-owned subsidiary JFB, acquired all of the issued and outstanding capital stock (the “Acquisition”) of Nice Products Inc., a company organized under the laws of the British Virgin Islands and the Company’s software developer of the FinMaster APP (“NPI”), pursuant to the terms and conditions of that certain Stock Purchase Agreement, dated as of August 17, 2020, among the Company, JFB, NPI, the selling shareholders of NPI identified therein (each a “Seller,” and, collectively, the “Sellers”) and the representative of the Sellers identified therein. The aggregate purchase price for the acquisition was $4,850,000, less certain discounts, expenses and reductions for outstanding NPI debt owed to the Company and/or its affiliates. The net purchase price for the acquisition was $3,506,042, payable in 8,415,111 shares of the Company’s common stock to the Sellers in accordance with their respective pro rata percentage.

As a result of the acquisition, the Company now owns, indirectly through JFB, 100% of NPI. NPI, through its wholly-owned subsidiaries, LOC Weibo Co., Ltd. (“LOC”) and Beijing DataComm Cloud Media Technology Co., Ltd.,(“BJDC”) companies organized under the laws of the Republic of China and the laws of the People’s Republic of China, respectively, engages primarily in the development of ecological-system applications, integration of big data and promotion of OTT applications. As a result of the acquisition, our FinMaster App was launched to the market in a timely and efficient manner and clients on this open platform are served more effectively and satisfactorily. Based on the successful development of our FinMaster App, LOC and BJDC jointly accumulated in-depth knowledge of FinTech App development, including the marketing expertise built up and the perfect allocation of the Company’s resources. We believe LCHD, through LOC and BJDC will further conclude more customized App contracts to help the clients to incubate the avant-garde Apps to expand their businesses efficiently and effectively.

31With continued losses suffered since the acquisition, we decided to cease the operation of LOC to cut the loss. LOC entered into a de-registration process and its business was taken over by LCHD. Taichung City Government approved the dissolution on April 25, 2023.

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

We have incurred significant operating losses. As of February 28, 2023 and August 31, 2022, our accumulated deficits were $36,367,167 and $34,921,164, respectively. We generated revenue of $348,461 and $22,436 for the six months ended February 28, 2023 and 2022, respectively. Our net losses were principally attributed to general and administrative expenses.

Going Concern

As of ~~May~~February 3128, ~~2022~~2023, we have suffered recurring losses from operations, and recorded an accumulated deficit, ~~and~~ a working capital deficit and a shareholders’ deficit of $3236,~~271~~367,~~468~~167, $2,782,280 and $2,~~310~~851,~~367~~104, respectively. These conditions raise substantial doubt about our ability to continue as a going concern. The ability to continue as a going concern is dependent upon our profit generating operations in the future and/or obtaining the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they become due.

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

Our business continues to be impacted by the COVID-19 pandemic. ~~Significant~~Border ~~COVID-19~~controls ~~related~~and travel restrictions, ~~including~~such as those imposed in ~~response~~Taiwan, toHong ~~the~~Kong, ~~outbreak~~and ofmainland ~~the~~China, ~~Delta~~have ~~variant~~had inand ~~the~~may ~~second~~continue ~~and~~to ~~third~~have ~~quarters~~an ~~and~~adverse ~~the~~effect ~~Omicron~~on ~~variant~~our inoperations. ~~the~~The ~~fourth~~impact ~~quarter~~ of ~~calendar~~the ~~year~~pandemic and ~~2021,~~the ~~have~~measures ~~continued~~taken ~~and~~by inthe ~~some~~relevant ~~instances,~~governments ~~have~~to ~~been~~contain ~~significantly~~the ~~tightened~~disease on the global economy, inthe economies of the markets in which we operate., ~~According~~and ~~to Taiwan’s~~the ~~Central~~movement ~~Epidemic~~of ~~Command~~people ~~Center~~have ~~(“CECC”)~~adversely affected, ~~Taiwan’s~~and ~~Covid-19~~we ~~cases~~expect ~~have~~will ~~been~~continue ~~increased~~to ~~dramatically since~~adversely affect, the ~~first~~roll ~~half~~out of ~~April,~~our ~~2022~~business plans and ~~reached~~results ~~the~~of ~~peak~~operations ~~during~~throughout ~~mid-May~~the ~~and~~fiscal ~~mid-June~~year of 2023. AsIf any of ~~July~~our ~~13,~~employees ~~totally~~is suspected 4of having infected COVID-19,~~131,663~~ ~~local infections~~we ~~reported~~may ~~this~~under ~~year,~~certain incircumstances ~~which~~be ~~over~~required ~~3,700,000~~to ~~cases~~quarantine ~~recorded~~such ~~during~~employees and the ~~second~~affected ~~quarter~~areas of our premises, ~~comparing~~thus ~~with~~we ~~1,226~~have ~~cases~~to intemporarily ~~the first~~suspend ~~quarter~~part of ~~2022.~~or ~~CECC~~all ~~confirms~~of ~~that~~our 99operations.~~55%~~ ofFurthermore, ~~the~~government ~~reported~~actions ~~cases~~to ~~were~~contain ~~asymptomatic~~the outbreak ormay ~~had~~restrict ~~mild~~the ~~symptoms.~~level ~~The~~of ~~average~~economic ~~daily reported~~activities ~~cases~~in ~~maintained~~affected ~~over 30~~regions,~~000~~ ~~cases~~including inTaiwan, ~~July.~~and Toaffect ~~reduce~~ the ~~impact~~willingness onand ~~people’s~~ability of ~~daily~~our ~~life~~employees and customers to ~~the~~travel, ~~economy~~which may also adversely affect our business and prospects. As a result, ~~the~~we cannot assure you ~~government~~that ~~will~~any ~~activate~~future ~~the~~outbreak ~~home~~of ~~care~~contagious ~~program~~diseases ~~for~~would ~~confirmed~~not ~~cases~~have ~~based~~a material adverse effect on ~~the~~our ~~developments~~financial incondition ~~the~~and ~~pandemic situation~~results of operations.

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

The Company’s reduction of labor costs were done through resignation and layoffs, whereas all layoffs were processed according to local governing labor laws.

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

Liquidity and Capital Resources

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

	For the nine months ended
	For the six months ended
	May 31, 2022			May 31, 2021
	February 28, 2023			February 28, 2022
Net cash used in operating activities	$	(2708,~~367,049~~172	)	$	(21,~~873~~940,~~554~~530	)
Net cash used in investing activities		(391,~~856~~098	)		(6329,~~081~~224	)
Net cash provided by financing activities		1477,~~930,446~~999			41,~~272~~340,~~333~~646
Cash and cash equivalents, beginning of period		~~787~~213,~~154~~270			~~432~~787,~~087~~154
Effects of exchange rate changes on cash and cash equivalents		~~(11~~20,~~900~~943	)		(~~218,623~~475	)
Cash and cash equivalents, end of period	$	~~298~~2,~~795~~942		$	1157,~~549,162~~571

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Cash Used in Operating Activities

Net cash used in operating activities for the ~~nine~~six months ended ~~May~~February 3128, ~~2022~~2023 and ~~2021~~2022 was $2708,~~367,049~~172 and $21,~~873~~940,~~554~~530, respectively. The ~~cash~~ cash used in operating activities was mainly for payment of general and administrative expenses.

Cash Used in Investing Activities

Net cash used in investing activities for the ~~nine~~six months ended ~~May~~February 3128, ~~2022~~2023 and ~~2021~~2022 was $391,~~856~~098 and $6329,~~081~~224, respectively. The net cash used in investing activities was related to the acquisition of plant and equipment ~~and intangible assets~~.

Cash Provided by Financing Activities

Net cash provided by financing activities for the ~~nine~~six months ended ~~May~~February 3128, ~~2022~~2023 and ~~2021~~2022 was $1477,~~930,446~~999 and $41,~~272~~340,~~333~~646, respectively. ~~The~~ The cash provided by financing activities were related to the issuance of shares ~~and~~in ~~convertible~~private ~~notes~~placement, and advances from ~~(to)~~ shareholders and a director and partially offset by the repayment to shareholders and directors.

Results of Operations

Comparison for the ~~nine~~six months ended ~~May~~February 3128, ~~2022~~2023 and ~~2021~~2022

	For the nine months ended
	For the six months ended
	May 31, 2022			May 31, 2021
	February 28, 2023			February 28, 2022
Revenue	$	~~156~~348,~~527~~461		$	7822,~~696~~436
Research and development expenses		(~~366~~216,~~040~~688	)		(~~456~~261,~~428~~179	)
Sales and marketing expenses		(~~272~~16,~~801~~946	)		(~~186~~247,~~068~~536	)
General and administrative expenses		(41,~~590~~467,~~793~~727	)		(72,~~779~~781,~~743~~422	)
Loss from operations		(51,~~073~~352,~~107~~900	)		(83,~~343~~267,~~543~~701	)
Interest expenses		(6261,~~338~~601	)		(5150,~~000~~696	)
Loss on change in fair value of convertible notes		~~(3,983,877~~-	)		(~~129~~1,~~288~~181,330	)
Other (expense) income		(164,526	)		3,813
Other expense		(31,502	)		(5,523	)
Loss before income tax		(91,~~283~~446,~~848~~003	)		(84,~~520~~505,~~018~~250	)
Income tax benefit		~~13,447~~-			168,~~108~~964
Net loss	$	(91,~~270~~446,~~401~~003	)	$	(84,~~503~~496,~~910~~286	)

Revenue

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

We generated revenue of $~~156~~348,~~527~~461 and $7822,~~696~~436 for the ~~nine~~six months ended ~~May~~February 3128, ~~2022~~2023 and ~~2021~~2022, respectively. ~~During the nine months ended May 31, 2022, we, through our subsidiary, NPI, earned revenue of $26,295, compared to $73,696 for the nine months ended May 31, 2021.~~ The increment of revenue was arisen from the new custom-made app project commenced ~~during~~in the ~~third quarter of~~ current fiscal year.

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Research and Development Expenses

Research and development expenses for the ~~nine~~six months ended ~~May~~February 3128, ~~2022~~2023 and ~~2021~~2022 amounted to $~~366~~216,~~040~~688 and $~~456~~261,~~428~~179, respectively which primarily represented the charges for R&D and consulting work performed by third parties and salaries and benefits for those employees engaged in research, design and development activities after our acquisition of NPI in August 2020. The reduction of expenses was mainly due to the termination of consultancy agreement on December 31, 2021.

Sales and Marketing Expenses

Sales and marketing expenses were $~~272~~16,~~801~~946 and $~~186~~247,~~068~~536 for the ~~nine~~six months ended ~~May~~February 3128, ~~2022~~2023 and ~~2021~~2022, respectively. It consists of the ~~advertising~~ advertising costs and the redeemable point liability charges after our acquisition of NPI in August 2020. ToThe ~~promote~~Company found the ~~FinMaster~~media advertising ~~APP~~less ~~downloads~~effective than prior period, ~~LOC~~ ~~allocated~~thus ~~funding~~maintained tocost control over the ~~marketing~~advertising ~~for~~expense during the ~~nine~~six months ended ~~May 31~~February 28, ~~2022~~2023, ~~thus~~and the sales and marketing expenses ~~increased~~decreased.

General and Administrative Expenses

General and administrative expenses were $41,~~590~~467,~~793~~727 and $72,~~779~~781,~~743~~422 for the ~~nine~~six months ended ~~May~~February 3128, ~~2022~~2023 and ~~2021~~2022, respectively. WeThe ~~recognized~~decrease ~~share-based~~was ~~compensation~~mainly toresulted ~~directors~~from a decrease in computer and networking, ~~employees~~share-based compensation and ~~consultants~~payroll offrom $2279,~~259~~317,~~025~~ $1,060,813 and $5700,~~409~~813,~~296~~ respectively for the ~~nine~~six months ended ~~May~~February 3128, 2022 ~~and~~ ~~2021~~to $167,261, ~~respectively.~~$442,226 ~~Such~~and ~~share-based compensation decreased by~~ $~~3.15~~350,367, ~~million~~respectively ~~from~~for the ~~nine~~six months ended ~~May 31~~February 28, ~~2021 to the same period in 2022~~2023.

Loss on change in fair value of convertible notes

We incurred a fair value loss of $~~3,983,877~~nil and $~~129~~1,~~288~~076,830 on our convertible promissory notes for the ~~nine~~six months ended ~~May~~February 3128, ~~2022~~2023 and ~~2021~~2022, respectively. ~~The fair value loss of $3,983,877 is due to change of conversion price and conversion of convertible notes for the nine months ended May 31, 2022.~~ We elected to measure the convertible promissory notes in their entirety at fair value with changes in fair value recognized as non-operating income or loss at each balance sheet date.

Other (Expense~~) Income~~

Other (expense) ~~income~~ for the ~~nine~~six months ended ~~May~~February 3128, ~~2022~~2023 amounted to $~~(164~~31,~~526)~~502 as compared to $35,~~813~~523 in the same period of prior year. ~~Other~~ (Other expense) ~~income~~ mainly consists of the exchange difference, net which was exchange ~~loss~~differences arose from the depreciation/appreciation of NTD and RMB against USD for inter-group remittance. ~~It was partially offset by the reversal of overstated payroll payable to the COO.~~

Net Loss

Our net loss was $91,~~270~~446,~~401~~003 and $84,~~503~~496,~~910~~286 for the ~~nine~~six months ended ~~May~~February 3128, ~~2022~~2023 and ~~2021~~2022, respectively. The net loss was mainly derived from our general and administrative expenses.

Comparison for the three months ended ~~May~~February 3128, ~~2022~~2023 and ~~2021~~2022

	For the three months ended
	May 31, 2022			May 31, 2021
	February 28, 2023			February 28, 2022
Revenue	$	~~134~~93,~~091~~921		$	237,~~444~~631
Research and development expenses		(~~104~~110,~~861~~410	)		(~~151~~114,~~863~~896	)
Sales and marketing expenses		(253,~~265~~163	)		(1533,~~338~~764	)
General and administrative expenses		(1769,~~809,371~~108	)		(21,~~301~~110,~~816~~932	)
Loss from operations		(1788,~~805,406~~760	)		(21,~~445~~251,~~573~~961	)
Interest expenses		(1130,~~642~~937	)		(1822,~~597~~196	)
(Loss) Gain on change in fair value of convertible notes		(2,802,547	)		201,000
Loss on change in fair value of convertible notes		-			(1,076,830	)
Other expense		(159,003	)		(19,212	)
Other income (expense)		92,767			(30,894	)
Loss before income tax		(4726,~~778,598~~930	)		(2,~~282~~381,~~382~~881	)
Income tax benefit		~~4,483~~-			54,~~879~~482
Net loss	$	(4726,~~774,115~~930	)	$	(2,~~276~~377,~~503~~399	)

Revenue

We generated revenue of $~~134~~93,~~091~~921 and $237,~~444~~631 for the three months ended ~~May~~February 3128, ~~2022~~2023 and ~~2021~~2022, respectively. ~~During the three months ended May 31, 2022, we, through our subsidiary, NPI, earned revenue of $3,860, compared to $20,667 for the three months ended May 31, 2021.~~ The increment of revenue was arisen from the new custom-made app project commenced ~~during~~in the ~~third quarter of~~ current fiscal year.

3435

Research and Development Expenses

Research and development expenses for the three months ended ~~May~~February 3128, ~~2022~~2023 and ~~2021~~2022 amounted to $~~104~~110,~~861~~410 and $~~151~~114,~~863~~896, respectively which ~~primarily~~ primarily represented the charges for R&D and consulting work performed by third parties and salaries and benefits for those employees engaged in research, design and development activities after our acquisition of NPI in August 2020. The reduction of expenses was mainly due to the termination of consultancy agreement on December 31, 2021.

Sales and Marketing Expenses

Sales and marketing expenses were $253,~~265~~163 and $1533,~~338~~764 for the three months ended ~~May~~February 3128, ~~2022~~2023 and ~~2021~~2022, respectively. It consists of the ~~advertising~~ advertising costs and the redeemable point liability charges after our acquisition of NPI in August 2020. The Company found the media ~~advertising~~ advertising less effective than prior period, thus maintained cost control over the advertising expense during the three months ended February ~~May 31~~28, ~~2022~~2023, and the sales and marketing expenses decreased.

General and Administrative Expenses

General and administrative expenses were $1769,~~809,371~~108 and $21,~~301~~110,~~816~~932 for the three months ended ~~May~~February 3128, ~~2022~~2023 and ~~2021~~2022, respectively. WeThe ~~recognized~~decrease ~~share-based~~was ~~compensation~~mainly toresulted ~~directors,~~from ~~employees~~a decrease in computer and ~~consultants~~networking ofand payroll from $1134,~~198,212~~098 and $1371,~~574~~495,~~704~~ respectively for the three months ended ~~May~~February 3128, 2022 ~~and~~ ~~2021~~to $73,819 ~~respectively.~~and ~~Such share-based compensation decreased by~~ $~~0.38~~182,472, ~~million~~respectively ~~from~~for the three months ended February ~~May 31~~28, ~~2021 to the same period in 2022~~2023.

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

We incurred a fair value (loss) ~~gain~~ of $~~(2,802,547)~~nil and $~~201~~1,~~000~~110,932 on our convertible promissory notes for the three months ended ~~May~~February 3128, ~~2022~~ ~~and~~2023 ~~2021, respectively. The fair value loss of $2,802,547 is due to change of conversion price~~ and ~~conversion of convertible notes~~ ~~for the three months ended May 31~~2022, ~~2022~~respectively. We elected to measure the convertible promissory notes in their entirety at fair value with changes in fair value recognized as non-operating income or loss at each balance sheet date.

Other Income (Expense)

Other income (expense) for the three months ended ~~May~~February 3128, ~~2022~~2023 amounted to $~~159~~92,~~003~~767 as compared to $19(30,~~212~~894) in the same quarter of prior year. Other income (expense) mainly consists of the exchange difference, net which was exchange ~~loss~~differences arose from the depreciation /appreciation of NTD and RMB against USD for inter-group remittance. ~~It was partially offset by the reversal of overstated payroll to the COO.~~

Net Loss

Our net loss was $4726,~~774,115~~930 and $2,~~276~~377,~~503~~399 for the three months ended ~~May~~February 3128, ~~2022~~2023 and ~~2021~~2022, respectively. The net loss was mainly derived from our general and administrative expenses.

Off-Balance Sheet Arrangements

As of ~~May~~February 3128, ~~2022~~2023, we have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

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

3536

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, our management has carried out an evaluation, with the participation and under the supervision of our principal executive officer and principal financial and accounting officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of ~~May~~February 3128, ~~2022~~2023. Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating and implementing possible controls and procedures.

Management conducted its evaluation of disclosure controls and procedures under the supervision of our principal executive officer and principal financial and accounting officer. Based upon, and as of the date of this evaluation, our principal executive officer and principal financial and accounting officer have concluded that our disclosure controls and procedures were not effective as of ~~May~~February 3128, ~~2022~~2023 due to the ~~following~~ following material weaknesses in our internal control over financial reporting.

1. We do not have an audit committee – While we are not obligated to have an audit committee, it is management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial reporting. Currently, our Chief Executive Officer and directors act in the capacity of the audit committee, and do not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities. 2. We do not have adequate written policies and procedures – Due to lack of adequate written policies and procedures for accounting and financial reporting, we did not establish a formal process to close our books monthly and account for all transactions in a timely manner. 3. We did not implement appropriate information technology controls – As at August 31, ~~2021~~2022, we retained copies of all financial data and material agreements; however, there is no formal procedure or evidence of normal backup of our data or off-site storage of the data in the event of theft, misplacement, or loss due to unmitigated factors and we do not have sufficient control policies that prevent inappropriate and unauthorized use of the system across all layers of systems. 4. We do not have sufficient and skilled accounting personnel with an appropriate level of technical accounting knowledge and experience in the application of accounting principles generally accepted in the United States commensurate with our financial reporting requirements.

Our management does not believe that these material weaknesses had a material effect on our financial condition or results of operations or caused our unaudited condensed consolidated financial statements as of and for the period ended ~~May~~February 3128, ~~2022~~2023 to contain a material misstatement.

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Management’s Remediation Initiatives

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

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

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

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

4.	Plan to hire professional consultant to review and assist the company to design and implement proper information technology controls and policies on the company’s operations.

We anticipate that these initiatives will be at least partially, if not fully, implemented by the end of fiscal year ~~2022~~2023.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ending ~~May~~February 3128, ~~2022~~2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

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

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

Item 1A. Risk Factors.

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

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

Other than set forth below, there were no sales of unregistered securities during the quarter ended ~~May~~February 3128, ~~2022~~2023 that were not previously ~~reported~~ reported on a Current Report on Form 8-K.

From September ~~2021~~2022 to ~~May~~April ~~2022~~2023, the Company entered into securities purchase agreements with several accredited investors whereby the investors purchased a total of 146,~~170~~000,000 shares of the Company’s common stock at an average price of $0.1213 per share. The Company received aggregate gross proceeds of $1800,~~690,~~000. Pursuant to the terms of the securities purchase agreements, the investors have piggyback registration rights with respect to the shares. ~~The~~From May ~~offer~~to June 2023, the Company received aggregate gross proceeds of $201,540 from several accredited investors whereby the investors intended to purchase a total of 4,030,000 shares of the Company’s restricted common stock, at an average price of $0.05 per share. The offers and ~~sale~~sales of securities were made outside of the United States and the issuances were exempt from registration pursuant to Rule 901 under Regulation S of the Securities Act of 1933.

~~Pursuant to the terms of the securities purchase agreements~~6, ~~the investors have piggyback registration rights with respect to the shares. The~~000,000 shares were ~~fully~~ issued byas ~~May~~of 31June 27, ~~2022~~2023.

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Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit No.		Description
3.1		Articles of Incorporation (incorporated by Reference to Exhibit 3.1 to the registration statement on Form S-1 of the Company, filed with the U.S. Securities and Exchange Commission on November 14, 2017).
3.2		Bylaws (incorporated by reference to Exhibit 3.2 to the registration statement on Form S-1 of the Company, filed with the U.S. Securities and Exchange Commission on November 14, 2017).
31.1*		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
32.1**		Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

** Furnished herewith.

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SIGNATURES

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

	LEADER CAPITAL HOLDINGS CORP
	(Name of Registrant)
Date: July 20, 2022
Date: June 30, 2023
	By:	/s/ Yi-Hsiu Lin
		Yi-Hsiu Lin
		Chief Executive Officer, President, Treasurer and Director (Principal Executive Officer and Principal Financial Officer)
		Chief Executive Officer, President, Treasurer and
		Director (Principal Executive Officer and Principal
		Financial Officer)

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