U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended: ~~August~~November 3130, 2018

¨	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 000-27225

DigitalTown, Inc.

(Exact name of registrant as specified in its charter)

Minnesota		41-1427445
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2155 112th Avenue NE, Bellevue, Washington		98004
(Address of principal executive offices)		(Zip Code)

Registrant'’s telephone number: (~~425~~512) ~~295~~806-~~4564~~7148

Securities registered under Section 12(g) of the Exchange Act:

Title of Each Class

Common Stock

Par Value $0.01 per share

Check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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. x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files. x Yes ¨ No

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

Large Accelerated Filer	¨	Non-Accelerated Filer	¨
Accelerated Filer	¨	Smaller reporting company	x

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

There were ~~126~~141,~~978~~309,~~714~~787 shares of the registrant’s common stock outstanding as of ~~October~~January 1525, ~~2018~~2019.

TABLE OF CONTENTS

PART I
Item 1.	Financial Statements	~~F-1~~	F-1
Item 2.	Management'’s Discussion and Analysis of Financial Condition and Results of Operations	3	3
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	6	7
Item 4.	Controls and Procedures	6	7
PART II
Item 1.	Legal Proceedings	7	8
Item 1A	Risk Factors	7	8
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	7	8
Item 3.	Defaults Upon Senior Securities	7	8
Item 4.	Mine Safety Disclosures	7	8
Item 5.	Other Information	7	8
Item 6.	Exhibits	7	8
Signatures		8	9

2 Table of Contents

ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

	Page
Consolidated Financial Statements:
Consolidated Balance Sheets		F-2
Consolidated Statements of Operations		F-3
Consolidated Statements of Cash Flows		F-4
Notes to Consolidated Financial Statements		F-5

F-1 Table of Contents

CONSOLIDATED BALANCE SHEETS

	August 31,			February 28,
	November 30,			February 28,
	2018			2018
	(Unaudited)
ASSETS
Current assets:
Cash	$	3125,~~942~~577		$	58,712
Accounts receivable, net		~~5,981~~867			12,089
Short term investment		10,000			10,000
Prepaid domain name renewal fees		3319,~~243~~541			77,977
Prepaid expenses		~~6,160~~-			3,103
Total current assets		8755,~~326~~985			161,881
Property and equipment, net		2021,~~890~~823			22,433
Total assets	$	~~108~~77,~~216~~808		$	184,314
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	~~408~~494,~~713~~743		$	214,700
Accounts payable – related parties		~~798,670~~-			458,125
Deferred revenue		~~170~~186,~~000~~305			170,000
Domain marketing development obligation		168,174			145,906
Interest payable		217,~~617~~116			34,783
Accrued expenses		612,066			552,976
Notes payable - related parties		-915,200			105,479
Notes payable - third parties, net		-			30,548
Convertible notes payable - related parties		110,000			468,493
Convertible notes payable - third parties, net		46137,~~472~~279			118,655
Total current liabilities		2,~~316~~640,~~712~~883			2,299,665
Commitments and contingencies
Stockholders’ equity (deficit):
Common stock, $0.01 par value, 2,000,000,000 shares authorized, 126,978,714 and 84,509,824 shares issued and outstanding at August 31, 2018 and February 28, 2018, respectively		1,269,787			845,098
Common stock, $0.01 par value, 2,000,000,000 shares authorized, 140,223,722 and 84,509,824 shares issued and outstanding at November 30, 2018 and February 28, 2018, respectively		1,402,237			845,098
Additional paid-in-capital		4951,~~886~~414,~~113~~943			43,698,746
Stock payable		~~506~~278,~~276~~650			2,221,603
Subscriptions receivable
Accumulated other comprehensive income		31,~~882~~489			5,098
Accumulated deficit		(5355,~~874~~660,~~554~~394	)		(48,885,896	)
Total stockholders’ equity (deficit)		(2,~~208~~563,~~496~~075	)		(2,115,351	)
Total liabilities and stockholders’ equity (deficit)	$	~~108~~77,~~216~~808		$	184,314

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

F-2

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CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended August 31						Six Months Ended August 31
	Three Months Ended November 30						Nine Months Ended November
	2018			2017			2018			2017
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Revenues	$	9830,~~547~~104		$	93142,~~906~~903		$	~~184~~214,~~765~~869		$	~~174~~317,~~177~~080
Cost of revenues		~~213~~165,~~519~~124			89243,~~385~~967			~~738~~903,~~847~~971			~~187~~433,~~993~~939
Gross profit (loss)		(~~114~~135,~~972~~020	)		4(101,~~521~~064	)		(~~554~~689,~~082~~102	)		(13116,~~816~~859	)
Operating expenses:
Selling, general and administrative expenses		1,~~563~~533,~~285~~301			21,~~163~~297,~~757~~525			24,~~786~~320,~~903~~204			34,~~236~~532,~~944~~490
Loss from operations		(1,~~678~~668,~~257~~321	)		(21,~~159~~398,~~236~~589	)		(35,~~340~~009,~~985~~306	)		(34,~~250~~649,~~760~~349	)
Other income (expense):
Interest expense		80(117,~~405~~519	)		83(128,~~525~~189	)		~~673~~(791,~~819~~338	)		93(221,~~249~~438	)
Loss on debt settlement		~~48,037~~-			-			(48,037	)		-
Cryptocurrency losses		~~925,817~~-			-			(925,817	)		-
Total other income (expense)		1(117,~~054,259~~519	)		83(128,~~525~~189	)		(1,~~647~~765,~~673~~192	)		93(221,~~249~~438	)
Loss before income taxes		(21,~~732~~785,~~516~~840	)		(21,~~242~~526,~~761~~778	)		(46,~~988~~774,~~658~~498	)		(34,~~344~~870,~~009~~787	)
Income tax provision					-						-
Net loss	$	(21,~~732~~785,~~516~~840	)	$	(21,~~242~~526,~~761~~778	)	$	(46,~~988~~774,~~658~~498	)	$	(34,~~344~~870,~~009~~787	)
Net loss per common share – basic and diluted	$	(0.0201	)	$	(0.0402	)	$	(0.0506	)	$	(0.0608	)
Weighted average common shares outstanding – basic and diluted		~~126~~130,~~564~~861,~~143~~189			5762,~~856~~999,~~000~~745			~~106~~114,~~720~~708,~~550~~907			5658,~~457~~622,~~902~~658

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

F-3

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CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Six Months Ended August 31,
	For the Nine Months Ended November 31,
	2018			2017
CASH FLOWS FROM OPERATING ACTIVITIES	(Unaudited)			(Unaudited)
Net loss	$	(46,~~988~~774,~~658~~498	)	$	(34,~~344~~870,~~009~~787	)
Adjustments to reconcile net loss to net cash flows used in operating activities:
Loss on debt settlement		48,037			-
Loss on cryptocurrency sales		925,817			-
Depreciation and amortization		35,~~885~~854			211,~~089~~848
Debt discount amortization		~~652~~740,~~540~~272			71154,~~199~~699
Imputed interest		1417,~~625~~375			2547,~~591~~161
Stock based compensation		1,~~118~~869,~~367~~744			~~794~~1,~~112~~958,897
Compensation related to Comencia acquisition		-			790,059
Changes in operating assets and liabilities:
Accounts receivable		611,~~108~~222			213,~~373~~963
Prepaid expenses		3858,~~677~~539			(~~204~~349,~~624~~470	)
Accounts payable		~~204~~354,~~764~~839			~~(12~~382,~~841~~222	)
Accounts payable – related parties		~~340~~307,~~545~~075			(~~765~~2,232	)
Accrued expenses		95276,~~199~~003			~~309~~532,~~644~~708
Net cash used in operating activities		(12,~~540~~159,~~094~~721	)		(12,~~567~~120,~~172~~991	)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for equipment		-(5,244	)		(26,158	)
Cash received from cryptocurrency sales		718,181			-
Cash received from sale of cryptocurrencies		718,181
Cash received from Comencia acquisition		-			11,989
Proceeds from Comencia Inc. acquisition		-			11,989
Net cash used in investing activities		718,181			(14,169	)
Net cash provided by (used) in investing activities		712,937			(14,169	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock		~~827~~1,~~396~~070,545			~~175~~554,~~000~~500
Borrowings from convertible debt		~~175~~592,~~000~~750			~~500~~630,000
Borrowing on promissory notes		-			450,000
Payments on convertible debt		(206,037	)		-
Net cash provided by financing activities		~~796~~1,~~359~~417,258			1,~~125~~634,~~000~~500
Foreign currency translation adjustment		(13,~~216~~609	)		198,~~037~~437
Net change in cash and cash equivalents		(2633,~~770~~135	)		(~~437~~492,~~304~~223	)
Cash and cash equivalents, beginning of year		58,712			539,243
Cash and cash equivalents, end of period	$	3125,~~942~~577		$	~~101~~47,~~939~~020
Non-Cash Transactions:
Issuance of common stock for stock payable	$	1,828,200		$	12,~~548~~540,~~046~~420
Acquisition of Comencia with shares of common stock		-			40,059
Discount from warrants issued with debt		-			450,000
Beneficial conversion feature		~~143~~518,~~325~~001			~~300~~383,~~000~~115
Stock retired for domain purchase		3,000			-
Stock issued for AP conversions		61,703			-
Stock issued for debt conversions		1,129,007			-
Cryptocurrency issued for AP settlement		15,080			-
Stock issued for debt discount		8,010			-
Stock issued for finder’s fee		1,000			-
AP and accrued expenses converted into promissory notes - related party		915,200			-
Stock issued for cryptocurrency		1,659,000			-

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

F-4

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the ~~Six~~Nine Months Ended ~~August~~November 3130, 2018 and 2017

Note 1. Basis of Presentation

The accompanying unaudited consolidated financial information has been prepared by DigitalTown, Inc. (the "“Company"”) in accordance with accounting principles generally accepted in the United States of America ("“U.S."”) ("“U.S. GAAP"”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission ("“SEC"”). Accordingly, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of this financial information have been included. Financial results for the interim period presented are not necessarily indicative of the results that may be expected for the fiscal year as a whole or any other interim period. This financial information should be read in conjunction with the audited consolidated financial statements and notes included in the Company'’s Annual Report on Form 10-K for the year ended February 28, 2018.

The Company’s fiscal year end is the last day in February. Our current fiscal year ends on February 28, 2019 and we refer to it as “fiscal 2019”. Last year, our fiscal year ended on February 28, 2018 and we refer to this year as “fiscal 2018”.

Note 2. Nature of Business and Summary of Significant Accounting Policies:

Nature of Business

The Company was founded in 1982 under the laws of the State of Minnesota as Command Small Computer Learning Center, Inc., a computer training company and operated under several different names in the computer hardware and training sector. In 2005, the Company began acquiring domain names. On March 1, 2007, the Company changed its name to DigitalTown, Inc. and began developing a business plan to build a Platform as a Service (PaaS) that places people at the heart of Smart Cities. DigitalTown leverages Blockchain to harness the real power of a secure distributed internet in order to deliver a localized commerce platform capable of transacting in a multi-currency world. The Company’s headquarters are located in Bellevue, WA. The Company’s common stock is traded on the OTC Markets under the ticker symbol of DGTW.

The Company’s consolidated financial statements have been prepared using U.S. GAAP applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has a working capital deficit, recurring losses, and negative cash flows from operations. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty.

At ~~August~~November 3130, 2018, the Company had an accumulated deficit of $5355,~~874~~660,~~554~~394. The Company anticipates that growth from its operations, expected future proceeds from additional financing through the sale of its common stock or other equity-based securities, and additional sales and/or leases of existing domain names will be sufficient to meet its working capital and capital expenditure needs through at least February 28, 2019. In the event that the Company is unable to obtain additional capital in the future, the Company would reduce operating expenses or cease operations altogether.

Principles of Consolidation

The consolidated financial statements include the accounts of DigitalTown, Inc. and its wholly-owned subsidiaries and have been prepared by the Company in United States (U.S.) dollars and in accordance with accounting principles generally accepted in the United States, or GAAP. All material intercompany accounts and transactions have been eliminated in consolidation.

Reclassifications

Certain prior period amounts in the consolidated statement of cash flows have been reclassified to conform to the current period presentation. Proceeds from related party notes payable received in the prior period have been reclassified from the prior period classification. These reclassifications had no impact on previously reported net income or accumulated deficit for any year.

Use of Estimates

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

F-5

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Accounts Receivable

Accounts receivable arise from the software licensing of our Rezserve subsidiary. The Company evaluates collectability of accounts receivable based on a combination of factors including the age of the receivable or a specific customer’s inability to meet its financial conditions. In these circumstances, the Company records an allowance to reduce the receivable to an amount it deems collectible. The Company has recorded an allowance for doubtful accounts as of ~~August~~November 3130, 2018 and February 28, 2018 of $5,~~343~~260 and $5,456, respectively.

Goodwill and Intangible Assets

Goodwill represents the excess of purchase price over the fair value of net tangible and identifiable intangible assets related to completed acquisitions. Goodwill has an indefinite life and is not amortized but instead tested for impairment annually, or more frequently if necessary.

Intangible assets are recorded at fair value and are comprised of amounts assigned to acquisition-related items, such as trade names, customer lists, non-compete agreements and intellectual property/technology. Intangible assets are considered either definite or indefinite lived assets. Definite lived intangible assets are amortized on a straight-line basis over their useful lives. Certain intangible assets may have an indefinite life and are not amortized, but rather evaluated for impairment annually.

We evaluate any goodwill and intangible assets for an impairment on an annual basis each fiscal year end. We also evaluate goodwill and intangible assets for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the goodwill and intangible assets below the carrying amounts. Based upon our review and analysis, we deemed all of the goodwill and intangible assets acquired in fiscal 2018 as fully impaired. Accordingly, we recognized an impairment expense of $1,721,760.

Revenue Recognition

Effective March 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 — Revenue Recognition. Under ASC 605, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured. There was no impact on the Company’s financial statements as a result of adopting Topic 606 for the ~~six~~nine months ended ~~August~~November 3130, 2018 and the twelve months ended February 28, 2018.

The Company recognizes revenue when the following four criteria have been met:

	·	Persuasive evidence that a business relationship exists
	·	Delivery has occurred
	·	The price is fixed and determinable
	·	Collectibility is reasonably assured

The Company primarily recognizes revenue from sale of software licenses and related development services. Software licensing and development revenue is recognized as invoiced and over the course of the applicable agreements. In the event projects have multiple project milestones, revenue is recognized as milestones are achieved and invoices are submitted for payment.

The Company may also be merchant of record for merchant transactions processed on the DigitalTown platform. When this happens, revenue is recognized on the date of the transaction. The Company has experience in merchant transaction fraud mitigation. To the extent chargebacks become material, the Company will implement a formal practice for allowance for doubtful accounts.

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Fair Value of Financial Instruments

Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (ASC) 820-10-5, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under U.S. GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value.

As of ~~August~~November 3130, 2018 and February 28, 2018, the Company does not have any financial instruments that must be measured under the fair value standard. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows:

Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

Level 3 - Unobservable inputs that reflect the Company’s assumptions about the assumptions that market participants would use in pricing the asset or liability.

There were no transfers of financial assets or liabilities between Level 1 and Level 2 inputs during the ~~first~~third quarter of fiscal 2019 or the fiscal year 2018.

Cash Equivalents

The Company considers all highly liquid investments with original maturity of three months or less when purchased to be cash equivalents. As of ~~August~~November 3130, 2018 and February 28, 2018, the Company had no cash equivalents.

Cash Deposits in Excess of Federally Insured Limits

The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. Accounts are insured by the Federal Deposit Insurance Company and currently have insurance coverage up to $250,000. At ~~August~~November 3130, 2018 and February 28, 2018, the Company did not have any deposit accounts in excess of federally insured limits.

Prepaid Domain Names

The annual domain name renewal fees are currently capitalized in the period of renewal then amortized over one year. Only the purchase of new domain names is capitalized. See Note 5 for further information.

Property and Equipment

Property and equipment are stated at cost and depreciated on a straight-line basis over their estimated useful lives, ranging from three to five years. Leasehold improvements are amortized over the shorter of the useful life or the term of the related lease. The Company recorded $35,~~885~~854 and $23,~~086~~970 of depreciation expense for the first ~~six~~nine months of fiscal years 2019 and 2018, respectively. Repairs and maintenance costs are expensed as incurred; major renewals and improvements are capitalized. As items of property or equipment are sold or retired, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in operating income. See Note 4 for further information.

F-7 Table of Contents

Income Taxes

Deferred tax assets (net of any valuation allowance) and liabilities resulting from temporary differences, net operating loss carryforwards and tax credit carryforwards are recorded using an asset-and-liability method. Deferred taxes relating to temporary differences and loss carryforwards are measured using the tax rate expected to be in effect when they are reversed or are realized. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be ultimately realized. The Company has recorded a full valuation allowance against the net deferred tax asset due to the uncertainty of realizing the related future benefits.

~~The~~F-7 ~~Company~~Table ~~accounts for income taxes pursuant to FASB guidance. This guidance prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement~~ of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company believes its income tax filing positions and deductions will be sustained upon examination and, accordingly, no reserves or related accruals for interest and penalties have been recorded at August 31, 2018 or February 28, 2018. In accordance with the FASB guidance, the Company has adopted a policy under which, if required to be recognized in the future, interest related to the underpayment of income taxes will be classified as a component of interest expense and any related penalties will be classified in operating expenses in the statements of operations. The Company has three open years of tax returns subject to examination.Contents

The Company accounts for income taxes pursuant to FASB guidance. This guidance prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company believes its income tax filing positions and deductions will be sustained upon examination and, accordingly, no reserves or related accruals for interest and penalties have been recorded at November 30, 2018 or February 28, 2018. In accordance with the FASB guidance, the Company has adopted a policy under which, if required to be recognized in the future, interest related to the underpayment of income taxes will be classified as a component of interest expense and any related penalties will be classified in operating expenses in the statements of operations. The Company has three open years of tax returns subject to examination.

Stock-Based Compensation, Including Options and Warrants

Use of equity for compensation is a material part of the Company’s near-term strategy. The Company recognizes the cost of stock-based compensation plans and awards in operations on a straight-line basis over the respective vesting period of the awards. The Company measures and recognizes compensation expense for all stock-based payment awards made to employees, directors, consultants and advisors. The compensation expense for the Company'’s stock-based payments is based on estimated fair values at the time of the grant.

The Company estimates the fair value of stock-based payment awards on the date of grant using the Black-Scholes option pricing model. This option pricing model involves a number of assumptions, including the expected lives of stock options, the volatility of the public market price for the Company'’s common stock and interest rates. Stock-based compensation expense recognized during the period is based on the value of the portion of stock-based payment awards that are ultimately expected to vest.

Recently Issued Accounting Pronouncements

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Accounting Standards Codification 606 (“ASC 606”)). ASU No. 2014-09 provides guidance for revenue recognition. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under current guidance. These may include identifying performance obligations in the contract and estimating the amount of variable consideration to include in the transaction price attributable to each separate performance obligation. Subsequent to the initial standards, the FASB has also issued several ASUs to clarify specific revenue recognition topics. This guidance will be effective for the Company for its fiscal year 2019.

The Company will adopt using the modified retrospective approach to initially apply the update and recognize the remaining contract value at the date of application. The Company does not expect the adoption of ASU 2014-09 to have any impact on its total cash flows from operating, investing or financing activities.

In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment, which removes the second step of the two-step goodwill impairment test. Under ASU 2017-04, an entity will apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. ASU 2017-04 does not amend the optional qualitative assessment of goodwill impairment. Additionally, an entity should consider income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. ASU 2017-04 is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019; early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company has not elected early adoption of this standard and is currently in the process of evaluating the impact of adopting ASU 2017-04 and cannot currently estimate the financial statement impact of adoption.

In May 2017, the FASB issued ASU No. 2017-09, “Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting.” The amendments in this update provide guidance about which changes to the terms or conditions of a share-based award require an entity to apply modification accounting in Topic 718. The guidance will be effective for the Company for its fiscal year 2018, with early adoption permitted. The Company does not expect this ASU to materially impact the Company’s consolidated financial statements.

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In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, “ ”Leases (Topic 842)”. Under this guidance, an entity is required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. This guidance offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. This guidance is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. The Company does not expect the adoption to have a material impact on its consolidated financial statements upon adoption.

The Company believes there are no other new pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Note 3. Going Concern

The Company’s consolidated financial statements have been prepared using U.S. GAAP applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has a working capital deficit, recurring losses, and negative cash flows from operations. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments related to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty.

At ~~August~~November 3130, 2018, the Company had an accumulated deficit of $5355,~~874~~660,~~554~~394. The Company anticipates growth from its operations, expected future proceeds from additional financing through the sale of its common stock or other equity-based securities, and additional sales and/or leases of existing domain names will be sufficient to meet its working capital and capital expenditure needs through at least ~~August~~November 3130, 2018. In the event that the Company is unable to obtain additional capital in the future, the Company would further reduce expenses or cease operations altogether.

Note 4. Property and Equipment

Property and equipment are as follows:

	August 31,			February 28,
	November 30,			February 28,
	2018			2018
Office equipment and furniture	$	4547,~~044~~617		$	43,088
Less accumulated depreciation		(2425,~~154~~794	)		(20,655	)
Property and equipment, net	$	2021,~~890~~823		$	22,433

Depreciation expense for the first ~~six~~nine months of fiscal years 2019 and 2018 was $35,~~885~~854 and $23,~~086~~970, respectively.

Note 5. Prepaid Domain Names

During the first ~~six~~nine months of fiscal years 2019 and 2018, the Company incurred $30,656 and $1924,~~001~~120, respectively, of annual domain name renewal fees, specifically related to .CITY registrations. These amounts were recorded as prepaid domain name renewal fees, and are then amortized over one year on a straight-line basis. During the first ~~six~~nine months of fiscal years 2019 and 2018, the Company recognized $4559,~~676~~764 and $7489,~~938~~026 of expense as cost of revenues related to this amortization. As of ~~August~~November 3130, 2018, and February 28, 2018, the Company has $3319,~~243~~541 and $77,977, respectively, of remaining prepaid domain name renewal fees recorded on the balance sheet. See Note 9 for information on Related Party activity within Prepaid Domain Names.

Note 6. Accrued Expenses and Deferred Revenue

Accrued Expenses

On December 5, 2016, Richard Pomije filed a lawsuit against the Company. Mr. Pomije asserts an employment agreement existed and a continuing obligation of the Company in the form of a monthly salary for a 1 year term from May 18, 2015 to May 17, 2016 was due in addition to a stock subscription receivable. Mr. Pomije claims the Company owes him $260,900, which had been fully accrued for by the Company at February 28, 2017.

On April 18, 2018, Mr. Richard Pomije was granted a judgement for the lawsuit he filed against the Company on December 5, 2016. Mr. Pomije was awarded $256,488 as damages, and $296,488 as attorney’s fees and costs, for a total award of $552,976. As at February 28, 2018, $552,976 had been accrued as payable to Mr. Pomije. During the quarter ending August 31, 2018, $10,910 was paid to Mr. Richard Pomije. As at ~~August~~November 3130, 2018, $542,066 has been accrued as payable to Mr. Pomije. The Company has filed an appeal. See Note 16 for additional information about transactions between the Company and its former officer.

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During the second quarter of fiscal 2019, Robert Monster deferred his salary payments to assist with cash conservation. As at ~~August~~November 3130, ~~2018,~~ $70,000 has been accrued as payable to Robert Monster.

Deferred Revenue

During fiscal 2017, the Company signed three customer agreements to perform digital support and ~~construction~~development services for three third party companies. During fiscal 2019, the Company signed one customer agreement to perform digital support and development services for one third party company. Each customer agreement consists of milestones and completion metrics to ensure that the requested services have been performed satisfactorily and to the customers'’ full expectations. As the services requested by the customers have not yet been completed, the total of $170,000 has been recorded as deferred revenue as of February 28, 2018, and ~~August~~$186,305 31has been recorded as deferred revenue as of November 30, 2018.

Domain Marketing Development Obligation

During fiscal 2018, the Company signed top-level domain marketing development fund agreements with owners of 13 top level domains whereby the Company markets and purchases domain names on behalf of the owners. The owner pays us an upfront deposit to be used to purchase a predefined number of domains based on a set schedule. As of ~~August~~November 3130, 2018 and February 28, 2018, the Company has collected $101,600 and $930,556 in cash related to these contracts. As some of the services requested by the owners have not yet been completed, a total of $168,174 and $145,906 has been recorded as domain marketing development obligation as of ~~August~~November 3130, 2018, and February 28, 2018, respectively.

Note 7. Stockholders’ Equity

The Company’s primary means of generating operating capital and completing acquisitions has been through the use of issuing common stock.

Fiscal 2019 Stock Transactions

During the first ~~six~~nine months of fiscal 2019, the Company issued 2636,~~774~~266,~~352~~251 shares of stock to various investors for stock payable of $221,~~488~~828,200, cash of $~~827~~1,~~396~~070,545 and digital currencies of $1,659,000.

During the first ~~six~~nine months of fiscal 2019, the Company issued 36,~~322~~716,~~372~~932 shares to consultants and employees for services provided to the Company. During the first ~~six~~nine months of fiscal 2019, $~~682~~1,~~234~~104,832 was expensed related to these shares.

On May 9, 2018, the Company converted the $500,000 convertible note with Darvin Habben, Chairman, along with accrued and unpaid interest of $38,028, to 5,380,274 shares of its common stock, fully extinguishing this note. The issuance had no gain or loss as the value of the shares issued equalled the debt converted.

On May 9, 2018, the Company converted the $150,000 convertible note with Darvin Habben, Chairman, to 1,500,000 shares of its common stock, fully extinguishing this note. The issuance had no gain or loss as the value of the shares issued equalled the debt converted.

On May 9, 2018, the Company converted the $100,000 promissory note with Derek Schumann, Director, to 1,000,000 shares of its common stock, fully extinguishing this note. The issuance had no gain or loss as the value of the shares issued equalled the debt converted.

On May 9, 2018, the Company converted the $100,000 promissory note with Greg Foss, Director, to 1,000,000 shares of its common stock, fully extinguishing this note. The issuance had no gain or loss as the value of the shares issued equalled the debt converted.

On May 9, 2018, the Company converted the $100,000 promissory note with Donovan, to 1,000,000 shares of its common stock, fully extinguishing this note. The issuance had no gain or loss as the value of the shares issued equalled the debt converted.

During May 2018, PowerUp Lending Group Ltd. converted $75,000 of the principal amount, plus $4,500 in accrued and unpaid interest, of the October 30, 2017 note into 1,277,498 shares of the Company’s common stock, fully extinguishing this note. There was no gain or loss due to the conversion within the terms of the note.

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During the first quarter of fiscal 2019, the Company sold 2 domains valued at $3,000 to one of the Company’s shareholders in exchange for 15,000 shares, which were returned to treasury.

During June and July 2018, PowerUp Lending Group Ltd. converted $58,000 of the principal amount, plus $3,480 in accrued and unpaid interest, of the November 30, 2017 note into 1,139,394 shares of the Company'’s common stock, fully extinguishing this note. There was no gain or loss due to the conversion within the terms of the note.

On July 10, 2018, the Company issued 90,000 shares of its common stock, valued at $8,010 based on the closing market price on the date of the note agreement, to FirstFire Global Opportunities Fund LLC as consideration for improved terms and conditions on their July 10, 2018 convertible note. The Company recorded a beneficial conversion feature of $143,325 with this note. See Note 15 for more information related to the convertible note.

Fiscal 2018 Stock Transactions

During fiscal 2018, the Company issued 14,857,715 shares of stock to various investors for stock payable of $2,559,061 and cash of $1,662,732.

During fiscal 2018, a Director exercised one of his stock options for 200,000 shares of stock for cash of $20,000.

During fiscal 2018, the Company issued 8,512,776 shares and recorded a stock payable of $521,792 to consultants and employees for services provided to the Company. During fiscal 2018, $1,763,168 was expensed related to these shares.

During fiscal 2018, various contractors and employees converted an aggregate of $124,996 of their expenses to stock payable of the Company’s common stock, based on a conversion rate of $0.10 per share. The stock value on the conversion date was $0.23, resulting in a loss on conversion of $316,526. At February 28, 2018, the stock payable for these conversions is $276,769.

On May 18, 2016, the Company granted 9,042,250 common shares to Robert Monster, CEO, in accordance with his employment agreement dated May 18, 2016, which vest monthly over the new employment agreement period which ends on May 18, 2018, a period of two years. The shares were valued based on the employment agreement date. During fiscal year 2018, $1,191,349 was expensed related to these shares. 6,799,361 shares were issued on February 8, 2018, and 2,130,500 shares were issued on May 31, 2018.

During fiscal 2018, the Company signed employment agreements with three members of senior management, all of which are still active. All employment agreements were for a period of approximately 6 to 24 months. Included in the employment agreements were common stock grants of 120,000 to 1,025,000 shares which vest over a period of 6 to 24 months. A total of 1,585,000 shares were granted for the three employment agreements. During fiscal 2018, $165,436 was expensed related to these agreements.

On October 27, 2017, the Company closed on an asset purchase agreement for the acquisition of CityInformation. CityInformation, based in Amsterdam (Netherlands), develops and operates mobile apps for cities and towns worldwide. The Company granted 2,833,333 shares of its common stock to the existing owners of CityInformation. The closing price of the Company’s common stock on the acquisition date was $0.29 per share, therefore, the fair value of common stock issued was $821,667. The stock was issued in November 2017.

On December 7, 2017, the Company closed on an asset purchase agreement for the acquisition of Congo Ltd. (Congo). Congo, based in Houston, TX, owns and operates a web-based platform offering; a portal connecting attorneys to prospective clients through a marketplace setting; a software-as-a-service (SaaS) subscription, selling web features to attorneys for their use on their respective law firm websites, and; the creation of customized online directories. The Company granted 3,000,000 shares of its common stock to the existing owners of Congo. The closing price of the Company’s common stock on the acquisition date was $0.28 per share, therefore, the fair value of common stock issued was $840,000. The stock was issued in February 2018.

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Stock Warrants

The Company has regularly used warrants as a tool to attract and compensate advisors and directors of the board rather than to use cash. The Company feels this is an appropriate way to conserve cash and to incentivize its board of directors, advisors and consultants.

As of ~~August~~November 3130, 2018, the Company had 9,044,740 warrants outstanding with an average exercise price of $0.13. The warrants expire between one and ten years from the date of issuance and have a weighted average remaining exercise period as of ~~August~~November 3130, 2018 of 5.6742 years.

The Company did not issue any warrants during the first ~~six~~nine months of fiscal 2019.

During fiscal 2018, the Company issued an aggregate of 6,694,740 warrants to various investors, consultants and employees to purchase shares of the Company’s common stock at $0.10. All warrants vested immediately at the date of issuance. 4,000,000 warrants are exercisable through 2027. 30,000 warrants are exercisable through 2026. 2,964,740 warrants are exercisable through February 2019. The total estimated value using the Black-Scholes Model, based on a volatility rate between 153% and 263% and a call option value of $0.10 was $1,340,175.

The Company utilized the following key assumptions in computing the fair value of the warrants using the Black-Scholes pricing model:

	July 20,			July 27,			February 6,			February 15,			February 16,
	2017			2017			2018			2018			2018
Weighted-average volatility		263%	%		263%	%		157%	%		153%	%		158%	%
Expected dividends	~~None~~	None		~~None~~	None		~~None~~	None		~~None~~	None		~~None~~	None
Expected term (in years)		10.00			10.00			1.00			1.00			1.00
Weighted-average risk-free interest rate		1.17%	%		1.16%	%		2.00%	%		1.99%	%		2.00%	%
Weighted-average fair value of warrants granted	$	0.20		$	0.27		$	0.15		$	0.14		$	0.17

The following table summarizes information about the Company’s stock warrant activity during the fiscal years 2019 and 2018:

	Number of Warrants
Outstanding - February 28, 2017		4,480,000
Granted		6,944,740
Canceled or expired		(2,430,000	)
Outstanding - February 28, 2018		9,044,740
Granted		-
Canceled or expired		-
Outstanding - August 31, 2018		9,044,740
Outstanding - November 30, 2018		9,044,740
Exercisable at August 31, 2018		9,044,740
Exercisable at November 30, 2018		9,044,740

The following table summarizes information about stock warrants outstanding as of ~~August~~November 3130, 2018:

Exercise Price		Number Outstanding		Weighted Average Remaining Life (years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercisable Price
$	0.10		7,394,740		5.4217	$	0.10		7,394,740	$	0.10
$	0.15		300,000		6.5935	$	0.15		300,000	$	0.15
$	0.25		850,000		6.6843	$	0.25		850,000	$	0.25
$	0.30		500,000		76.0378	$	0.30		500,000	$	0.30
$	0.10 - $0.30		9,044,740		5.6742	$	0.13		9,044,740	$	0.13

The Company recorded stock-based compensation expense of $0 and $0 for all outstanding stock warrants for the first ~~six~~nine months of fiscals 2019 and 2018, respectively.

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Note 8. Stock Options

The Company has one stock option plan called The 2006 Employee Stock and Option Plan (the “2006 Plan”), which has reserved 5,000,000 shares of our common stock for issuance. The types of awards that could be granted under the 2006 Plan include incentive and non-qualified options to purchase shares of common stock, stock appreciation rights, restricted shares, restricted share units, performance awards and other types of stock-based awards. All grants are determined and approved by the Board of Directors. Through February 28, 2018, the Company has only granted non-qualified stock options under the 2006 Plan. The stock options may be granted to officers and employees of the Company. Options granted under the 2006 Plan have exercise prices and vesting terms approved by the Board of Directors at the time of each grant. Vesting terms of the outstanding options range from immediate to four years from the date of grant. The exercise period of the options range from five to ten years from the date of grant.

The Company records its stock-based compensation arrangements calculating the fair value of share-based payments, including grants of employee stock options and employee stock purchase plan shares, to be recognized in the consolidated statements of operations based on their grant date fair values. The fair value of the Company’s stock options have been estimated using the Black-Scholes pricing model, which requires assumptions as to expected dividends, the options expected life, volatility and risk-free interest rate at the time of the grant. The value of the portion of the award that is ultimately expected to vest is recognized as expense on a straight-line basis over the requisite vesting periods in the Company’s consolidated statements of operations.

On ~~June~~October 1, 2018, the Company issued 32,~~555~~468,~~212~~750 stock options with a fair value of $~~436~~188,~~131~~740 to ~~one~~three ~~employee~~contractors to purchase shares of the Company’s common stock at a price of $0.1005. ~~3,000,000~~These options vest immediately and are exercisable for five years. ~~555,212 options vest over 12 months, and are exercisable for five years.~~

On November 21, 2018, the Company issued 3,500,000 stock options with a fair value of $120,421 to three contractors to purchase shares of the Company’s common stock at a price of $0.05. These options vest immediately and are exercisable for five years.

On June 1, 2018, the Company issued 3,555,212 stock options with a fair value of $436,131 to one employee to purchase shares of the Company’s common stock at a price of $0.10. 3,000,000 options vest immediately and are exercisable for five years. 555,212 options vest over 12 months, and are exercisable for five years. In the third quarter of fiscal 2019, the Company expensed an additional $19,621 related to the proportioned vesting of the 555,212 options.

During the first quarter of fiscal 2018, the Company issued an aggregate of 1,035,159 stock options with a fair value of $151,627 to 1 officer, 6 employees and 2 contractors to purchase shares of the Company’s common stock at prices of $0.10. All options vested immediately and are exercisable for one year.

During fiscal 2018, 1,292,310 of previously issued stock options to 1 officer expired, and 200,000 stock options previously issued to another officer were exercised for $20,000 cash.

The Company utilized the following key assumptions in computing the fair value of the options using the Black-Scholes pricing model:

	February 16,			June 1			June 1			October 1			November 21
	2018			2018			2018			2018			2018
Weighted-average volatility		153%	%		223%	%		223%	%		208	%		192	%
Expected dividends	~~None~~	None		~~None~~	None		~~None~~	None			None			None
Expected term (in years)		1.00			2.50			3.00			3.00			3.00
Weighted-average risk-free interest rate		2.00%	%		2.61%	%		2.61%	%		2.96	%		2.89	%

The Company recorded stock-based compensation expense of $~~436~~764,~~131~~913 and $164,742 for all outstanding options for the first ~~six~~nine months of fiscals 2019 and 2018, respectively. This expense is included in stock-based compensation.

The following table summarizes information about the Company’s stock options as of August 31, 2018:

	Number of Options			Weighted Average Exercise Price
Outstanding - February 28, 2017		6,692,310		$	0.16
Granted		1,035,159		$	0.10
Canceled or expired		(1,492,310	)	$	0.14
Outstanding - February 28, 2018		6,235,159		$	0.16
Granted		3,555,212		$	0.10
Canceled or expired		-			-
Outstanding - August 31, 2018		9,790,371		$	0.14
Exercisable at August 31, 2018		9,790,371		$	0.14

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The following table summarizes information about the Company’s stock options ~~outstanding~~ as of ~~August~~November 3130, 2018:

Exercise Price				Number Outstanding				Weighted Average Remaining Life (years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercisable Price
		Number of Options				Weighted Average Exercise Price
$	0.10				8,440,371				4.85	$	0.10		8,440,371	$	0.10
Outstanding - February 28, 2017			6,692,310			$	0.16
$	0.15				200,000				7.27	$	0.15		200,000	$	0.15
Granted			1,035,159			$	0.10
$	0.30				700,000				6.92	$	0.30		700,000	$	0.30
Canceled or expired			(1,492,310	)		$	0.14
$	0.54				375,000				5.43	$	0.54		375,000	$	0.54
Outstanding - February 28, 2018			6,235,159			$	0.16
$	1.00				75,000				3.11	$	1.00		75,000	$	1.00
Granted			9,523,962			$	0.07
$	0.10 - $1.00				9,790,371				5.05	$	0.14		9,790,371	$	0.14
Canceled or expired			-				-
Outstanding - November 30, 2018			15,759,121			$	0.10
Exercisable at November 30, 2018			15,759,121			$	0.10

The following table summarizes information about stock options outstanding as of November 30, 2018:

Exercise Price		Number Outstanding		Weighted Average Remaining Life (years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercisable Price
$	0.05		5,968,750		4.92	$	0.05		5,968,750	$	0.05
$	0.10		8,440,371		4.60	$	0.10		8,440,371	$	0.10
$	0.15		200,000		7.02	$	0.15		200,000	$	0.15
$	0.30		700,000		6.67	$	0.30		700,000	$	0.30
$	0.54		375,000		5.18	$	0.54		375,000	$	0.54
$	1.00		75,000		2.86	$	1.00		75,000	$	1.00
$	0.05 - $1.00		15,759,121		4.85	$	0.14		9,790,371	$	0.14

Note 9. Related Party Transactions

Accounts Payable – Related Parties

The Company owes $0 and $7,625 ~~due~~ to ~~advances~~a ~~made~~former ~~to an~~ employee which is included within accounts payable – related parties as of November 30, 2018 and February 28, 2018, respectively.

As of ~~August~~November 3130, 2018 and February 28, 2018, the Company owes $~~798,670~~0 and $450,500, respectively, to Epik Holdings, Inc. related to annual domain name renewal fees to satisfy Domain marketing development obligations. Epik Holdings Inc. is a company controller by Robert Monster, the Company’s former Chief Executive Officer. All amounts owing to Epik Holdings, Inc. were converted to a promissory note. See Note 14 for more information.

Prepaid Domain Names

During the first ~~six~~nine months of fiscal 2019 and fiscal year 2018, the Company incurred $315,545 and $~~260~~600,~~907~~407, respectively, of annual domain name renewal fees. The amounts paid for the annual domain name renewal fees are paid directly to Epik Holdings Inc., a company which is controlled by Robert Monster, the Company’s former Chief Executive Officer. Epik, then uses those funds to directly to pay Verisign and ICANN companies for the annual domain renewal costs. The costs paid to Epik are at terms similar or better than what Epik charges its other clients.

Convertible Notes Payable – Related Party

On September 14, 2016, subject to a stock purchase agreement, the Company signed a secured convertible note of $400,000 with Clint Skidmore, founder of Rezserve Technology Ltd (“Rezserve”). The interest free note is due and payable within one year, at which time it can be converted into up to 1,000,000 shares of the Company’s common stock at a conversion price of $0.40 per share. The Company evaluated the note and determined that as the fixed exercise price exceeded the closing market price on the note issuance date, that no beneficial conversion feature was present.

On December 22, 2017, the Company formalized its agreement to extend and convert the original convertible note of $400,000 for Clint Skidmore to October 31, 2018, original founder of Rezserve Technologies Ltd. The Company has repaid $80,000 to Clint Skidmore, and converted $210,000 of the note to 1,100,000 shares of the Company’s common stock, resulting in a loss on conversion of $13,000. At ~~August~~November 3130, 2018, the Company owes $110,000 to Clint Skidmore, bearing no interest. This note had imputed interest expense of $38,000 in fiscal 2018, and imputed interest of $58,~~500~~250 in the first ~~two~~three quarters of fiscal 2019.

The Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were determinate due to the fixed conversion price and, as such, does not constitute a derivative liability as the Company has sufficient authorized shares.

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On June 9, 2017, the Company signed a convertible note of $500,000 with Darvin Habben, Chairman. This note is due and payable within one year, bears interest of 8%, and can be converted into up to 2,000,000 shares of the Company’s common stock at a conversion price of $0.25 per share. The Company recorded a debt discount equal to $300,000 due to this conversion feature. The note had accrued interest of $28,932 as of February 28, 2018. The debt discount had a balance at February 28, 2018 of $191,507. The Company recorded debt discount amortization expense of $108,493 during the year ended February 28, 2018.

On May 9, 2018, the Company converted the $500,000 convertible note with Darvin Habben, Chairman, along with accrued and unpaid interest of $38,027.40, to 5,380,274 shares of its common stock at a conversion price of $0.10 per share. The company recorded debt discount amortization expense of $191,507 during the quarter ended May 31, 2018, related to this debt’s conversion recorded at inception.

Promissory Notes Payable - Related Party

On May 9, 2018, the Company converted the $100,000 promissory note with Derek Schumann, Director, to 1,000,000 shares of its common stock at a conversion price of $0.10 per share. The company recorded debt discount amortization expense of $69,452 during the quarter ended May 31, 2018, related to this debt’s conversion recorded at inception. The note had imputed interest of $1,917 during the quarter ended May 31, 2018.

On May 9, 2018, the Company converted the $100,000 promissory note with Greg Foss, Director, to 1,000,000 shares of its common stock at a conversion price of $0.10 per share. The company recorded debt discount amortization expense of $69,452 during the quarter ended May 31, 2018, related to this debt’s conversion recorded at inception. The note had imputed interest of $1,917 during the quarter ended May 31, 2018.

On May 9, 2018, the Company converted the $150,000 promissory note with Darvin Habben, Chairman, to 1,500,000 shares of its common stock at a conversion price of $0.10 per share. The company recorded debt discount amortization expense of $105,616 during the quarter ended May 31, 2018, related to this debt’s conversion recorded at inception. The note had imputed interest of $2,875 during the quarter ended May 31, 2018.

On September 12, 2018, the Company issued a promissory note to Epik Holding, Inc. for $765,200 for conversion of accounts payable - related party. The note bears interest at 4%, and matures on September 12, 2019. The note had accrued interest of $3,522 as of November 30, 2018.

On November 15, 2018, the Company issued a promissory note to Robert Monster for $150,000 for conversion of outstanding severance owed. The note bears interest at 15%, and matures on November 15, 2019. The note had accrued interest of $925 as of November 30, 2018.

Sales of Common Stock

During the first ~~six~~nine months of fiscal 2019, the Company sold an aggregate of 5,050,000 shares to five of the Company’s board members at the price of $545,000.

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Cryptocurrency Sales - Related Parties

On May 16, 2018, the Company sold 63,291.13924 RHOCs at $1.56 for $100,000 to Greg Foss, resulting in a loss on exchange of $1,282.

On May 18, 2018, the Company sold 63,291.13924 RHOCs at $1.58 for $100,000 to Darvin Habben, resulting in no gain or loss on exchange.

Employment Agreements

During fiscal 2018, the Company signed employment agreements with three members of senior management, ~~all~~none of which are still active. All employment agreements were for a period of approximately 6 to 24 months.

During fiscal 2019, the Company signed employment agreements with two member of senior management, ~~both~~neither of which are still active. All employment agreements were for a period of approximately 12 to 24 months.

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Directors and Officers

In December 2017, all non-executive directors received a stock grant of 600,000 shares. Mr. Parsons and Mr. Mills received an additional 200,000 shares each, as recognition for completing tasks outside their director responsibilities. This resulted in a stock-based compensation expense of $956,800 in fiscal 2018.

On June 1, 2018, the Company issued 3,555,212 stock options with a fair value of $436,131 to one employee, whom was also a director, to purchase shares of the Company’s common stock at a price of $0.10. 3,000,000 options vest immediately and are exercisable for five years. 555,212 options vest over 12 months, and are exercisable for five years.

In the third quarter of fiscal 2019, three newly appointed Directors received a prorated stock grant based on 600,000 annualized shares. This resulted in a stock-based compensation expense of $68,379 in fiscal 2019.

CEO Employment Agreement Share Issuance

The Company expensed $~~120~~160,000 in annual salary and $~~365~~476,~~838~~534 in stock-based compensation in the first ~~six~~nine months of fiscal 2019, and $240,000 in annual salary and $1,026,710 in stock-based compensation in fiscal 2018, related to the employment agreement with Robert Monster, CEO. Robert Monster’s employment with the Company was terminated on September 13, 2018, and his stock-based compensation will continue vesting until June 1, 2019.

CEO Accrued Salary Conversion

On February 16, 2018, Robert Monster, CEO converted $70,000 of his accrued salary into 700,000 shares of common stock and 700,000 stock options with an exercise price of $0.10 and a vesting period of 12 months. The shares and options were valued on the conversion date in the amounts of $161,000 and $92,507, respectively.

Accrued Expenses - Related Parties

The Company was founded in 1982 and managed by Richard Pomije since at least 1987. On May 17, 2015, Mr. Pomije resigned as CEO of the Company and on June 1, 2015, he resigned as the CFO and Chairman. At that time of his resignation, the Company and the Board of Directors were not aware of any continuing employment agreement. The Company released Mr. Pomije on September 11, 2015 concurrent with his closing of the Burnsville, MN office.

On April 18, 2018, Mr. Richard Pomije was granted a judgement for the lawsuit he filed against the Company on December 5, 2016. Mr. Pomije was awarded $256,488 as damages, and $296,488 as attorney’s fees and costs, for a total award of $552,976. As at ~~February~~November 2830, 2018, $552,976 has been accrued as payable to Mr. Pomije. The Company has filed an appeal. See Note 15 for additional information about transactions between the Company and its former officer.

~~During~~F-16 ~~the~~Table ~~second quarter~~ of ~~2019, Robert Monster deferred his salary payments to assist with cash conservation. As at August 31, 2018, $70,000 has been accrued as payable to Robert Monster.~~Contents

During the second quarter of 2019, Robert Monster deferred his salary payments to assist with cash conservation. As at November 30, 2018, $70,000 has been accrued as payable to Robert Monster.

Note 10. Income Taxes

The Company accounts for income taxes under standards issued by the FASB. Under those standards, deferred tax assets and liabilities are recognized for future tax benefits or consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for significant deferred tax assets when it is more likely than not that such assets will not be realized through future operations.

No provision for federal income taxes has been recorded due to the net operating loss carry forwards totaling $1920,~~091~~035,~~224~~205 as of ~~August~~November 3130, 2018 that will offset future taxable income. The available net operating loss carry forwards will expire in various years through 2037. Future tax benefits which may arise as a result of these losses have not been recognized in these consolidated financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the future tax loss carry forwards.

~~F-16~~The ~~Table~~actual income tax provisions differ from the expected amounts calculated by applying the statutory income tax rate to the Company’s loss before income taxes. The components of ~~Contents~~these differences are as follows at November 30, 2018 and February 28, 2018:

The actual income tax provisions differ from the expected amounts calculated by applying the statutory income tax rate to the Company’s loss before income taxes. The components of these differences are as follows at August 31, 2018 and February 28, 2018:

	November 30, 2018			February 28, 2018
Net tax loss carry-forwards	$	20,035,205		$	15,888,098
Statutory rate		21	%		21	%
Expected tax recovery		4,207,393			3,336,501
Change in valuation allowance		(4,207,393	)		(3,336,501	)
Income tax provision	$	-		$	-

Components of deferred tax asset:
Non capital tax loss carry forwards	$	4,207,393		$	3,336,501
Less: valuation allowance		(4,207,393	)		(3,336,501	)
Net deferred tax asset	$	-		$	-

	August 31, 2018			February 28, 2018
Net tax loss carry-forwards	$	19,091,224		$	15,888,098
Statutory rate		21	%		21	%
Expected tax recovery		4,009,157			3,336,501
Change in valuation allowance		(4,009,157	)		(3,336,501	)
Income tax provision	$			$	-
Components of deferred tax asset:
Non capital tax loss carry forwards	$	4,009,157		$	3,336,501
Less: valuation allowance		(4,009,157	)		(3,336,501	)
Net deferred tax asset	$	-		$	-

Note 11. Commitments and Contingencies

Litigation

The Company, in the normal course of business, is a party to various ordinary course claims and legal proceedings. In the opinion of management, the ultimate resolution of these matters, individually and in the aggregate, will not have a material adverse effect on the Company'’s financial position or results of operations.

On April 18, 2018, Mr. Richard Pomije was granted a judgement for the lawsuit he filed against the Company on December 5, 2016. Mr. Pomije was awarded $256,488 as damages, and $296,488 as attorney’s fees and costs, for a total award of $552,976. As at February 28, 2018, $552,976 has been accrued as payable to Mr. Pomije. During the quarter ending May 31, 2018, $10,910 was paid to Mr. Richard Pomije. As at ~~August~~November 3130, 2018, $542,066 has been accrued as payable to Mr. Pomije. The Company has filed an appeal. See Note 16 for additional information about transactions between the Company and its former officer.

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Lease Commitments

As of ~~August~~November 3130, 2018, we have one outstanding operating lease. The lease is for 700 square feet of office space in Vancouver, British Columbia for our Rezserve subsidiary. The lease is month-to-month with either party able to terminate the lease with 30one ~~days~~month of notice. Gross rent is approximately $1,160 per month. On November 30, 2018, the Company provided one month’s notice to terminate the lease, and the office will be vacated by December 31, 2018.

Note 12. Earnings (Loss) Per Share

The Company computes earnings per share using two different methods, basic and diluted, and presents per share data for all periods in which statements of operations are presented. Basic earnings per share are computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding. Diluted earnings per share are computed by dividing net income (loss) by the weighted average number of shares of common stock and common stock equivalents outstanding.

Due to the recent net losses generated by the Company, there are no dilutive elements. Therefore, basic and diluted EPS are the same.

The following tables provide a reconciliation of the numerators and denominators used in calculating basic and diluted earnings (loss) per share for the second quarter of fiscal years 2019 and 2018:

	August 31, 2018			August 31, 2017
	November 30, 2018			November 30, 2017
Basic earnings (loss) per share calculation:
Net loss to common shareholders	$	(46,~~988~~774,~~658~~498	)	$	(34,~~344~~870,~~009~~787	)
Weighted average number of common shares outstanding		~~106~~114,~~720~~708,~~550~~907			5658,~~457~~622,~~902~~658
Basic net loss per share	$	(0.0506	)	$	(0.0608	)
Diluted earnings (loss) per share calculation:
Net loss to common shareholders	$	(46,~~988~~774,~~658~~498	)	$	(34,~~344~~870,~~009~~787	)
Weighted average number of common shares outstanding		~~106~~114,~~720~~708,~~550~~907			5658,~~457~~622,~~902~~658
Stock options (1)		-			-
Warrants (2)		-			-
Diluted weighted average common shares outstanding		~~106~~114,~~720~~708,~~550~~907			5658,~~457~~622,~~902~~658
Diluted net loss per share	$	(0.0506	)	$	(0.0608	)

__________

(1)	At November 30, 2018 and November 30, 2017, there were 15,759,121 and 2,392,310, respectively, of stock options equivalent to common shares outstanding. The stock options are anti-dilutive at November 30, 2018 and November 30, 2017 and therefore, have been excluded from diluted earnings (loss) per share.

(2)	At November 30, 2018 and November 30, 2017, there were outstanding warrants equivalent to 9,044,740 and 8,660,000 common shares, respectively. The warrants are anti-dilutive at November 30, 2018 and November 30, 2017 and therefore, have been excluded from diluted earnings (loss) per share.

(1)	At August 31, 2018 and August 31, 2017, there were 9,790,371 and 6,235,159, respectively, of stock options equivalent to common shares outstanding. The stock options are anti-dilutive at August 31, 2018 and August 31, 2017 and therefore, have been excluded from diluted earnings (loss) per share.
(2)	At August 31, 2018 and August 31, 2017, there were outstanding warrants equivalent to 9,044,740 and 9,044,740 common shares, respectively. The warrants are anti-dilutive at August 31, 2018 and August 31, 2017 and therefore, have been excluded from diluted earnings (loss) per share.

F-17 Table of Contents

Note 13. Acquisitions

Congo Ltd. Acquisition

This acquisition was accounted for using the replacement cost method, where the cost to replace or recreate the subject asset is estimated. The agreement included customary representations, warranties, and covenants by us and Congo.

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According to the replacement cost method of accounting, the Company recognized the identifiable assets acquired as follows:

Developed Technology, Platform and code base			420,000
Developed Technology, New code base and databases			432,000
Assembled Workforce			35,000
Goodwill			78,000
Total intangibles and goodwill			965,000

Total assets acquired, net			965,000

The purchase price consisted of the following:

Common stock			840,000
Cash consideration			75,000
Earnest money			50,000
Total purchase price			965,000

The Company reviewed the fair value of the total assets of the acquisition and concluded the fair value of the goodwill and intangible assets which were acquired was less than the fair value of the common stock which was used to pay for the business. Accordingly, the Company recorded an impairment expense of $926,252 related to this acquisition in fiscal 2018.

As the company is not using the assets in the same manner as the predecessor company, no proforma financials are presented.

F-18 Table of Contents

CityInformation, B.V. Acquisition

According to the replacement cost method of accounting, the Company recognized the identifiable assets acquired as follows:

Developed Technology, App Portfolio			250,000
Developed Technology, App Handles			135,000
Assembled Workforce			40,000
Goodwill			396,667
Total intangibles and goodwill			821,667

Total assets acquired, net			821,667

The purchase price consisted of the following:

Common stock			821,667
Total purchase price			821,667

The Company reviewed the fair value of the total assets of the acquisition and concluded the fair value of the goodwill and intangible assets which were acquired was less than the fair value of the common stock which was used to pay for the business. Accordingly, the Company recorded an impairment expense of $795,508 related to this acquisition in fiscal 2018.

As the company is not using the assets in the same manner as the predecessor company, no proforma financials are presented.

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Comencia, Inc. Acquisition

On July 1, 2017, the Company closed on an agreement and plan of share exchange and acquired Comencia, a related party Company, which was partly owned by an officer of the Company. The Company granted 2,500,000 shares of its common stock to the existing owners of Comencia, Inc. The closing price of the Company’s common stock on the acquisition date was $0.30 per share, therefore, the fair value of common stock issued was $750,000. As part of the closing of this agreement, the Company made a cash payment and issued a note receivable from Comencia for $55,000. The terms of the note include payable on demand within 30 days of notice and a 3.0% annual interest rate. This note has not yet been repaid.

This acquisition was accounted for as a business combination under the purchase method of accounting, given that substantially all of Comencia’s assets and ongoing operations were acquired. The agreement included customary representations, warranties, and covenants by us and Comencia.

F-19 Table of Contents

According to the purchase method of accounting, the Company recognized the identifiable assets acquired and liabilities assumed as follows:

Cash	11,989
Other assets	13,115
Total assets	25,104

Accrued expenses	(12,741	)
Long-term payables	(52,422	)
Total liabilities	(65,163	)

Customer Lists	33,000
Intellectual Property	48,800
Trademarks	7,000
Total intangibles	88,800

Total assets acquired, net	48,741
Additional consideration given as compensation expense	701,259
Total consideration	750,000

The purchase price consisted of the following:

Common stock			750,000
Total purchase price			750,000

This transaction was a non-arms length transaction, as one of Comencia’s owners was a Director of Digitaltown. As such, $750,000 was recorded as a stock-based compensation in fiscal 2018.

The unaudited supplemental pro forma results of operations of the combined entities had the date of the acquisition been March 1, 2017 is as follows:

	Combined Pro Forma:
	For Six Months Ended
	August 31, 2017
Revenues	$	214,765
Cost of revenues		209,833
Gross profit (loss)		4,932
Operating expenses:
Selling, general and administrative expenses		3,248,228
Loss from operations		(3,243,296	)
Other income (expense)		93,249
Net loss	$	(3,336,545	)
Weighted average number of common shares
Outstanding – basic and fully diluted		56,457,902
Net loss per share – basic and fully diluted	$	(0.06	)

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The unaudited supplemental pro forma results of operations of the combined entities had the date of the acquisition been March 1, 2017 is as follows:

	Combined Pro Forma:
	For Nine Months Ended
	November 30, 2017
Revenues	$	322,135

Cost of revenues		622,012

Gross profit (loss)		(299,877	)

Operating expenses:
Selling, general and administrative expenses		4,006,775

Loss from operations		(4,306,652	)

Other income (expense)		(156,355	)

Net loss	$	(4,463,007	)

Weighted average number of common shares
Outstanding – basic and fully diluted		58,622,658

Net loss per share – basic and fully diluted	$	(0.08	)

Note 14. Debt

Convertible Note Payable - Related Party

Clint Skidmore - Note

On December 22, 2017, the Company formalized its agreement to extend and convert the original convertible note of $400,000 for Clint Skidmore to October 31, 2018, original founder of Rezserve Technologies Ltd. The Company has repaid $80,000 to Clint Skidmore, and converted $210,000 of the note to 1,100,000 shares of the Company’s common stock, resulting in a loss on conversion of $13,000. At ~~August~~November 3130, 2018, the Company owes $110,000 to Clint Skidmore, bearing no interest. This note had imputed interest expense of $38,000 in fiscal 2018, and imputed interest of $68,~~000~~750 in the first ~~two~~three quarters of fiscal 2019.

Darvin Habben - Note

On May 9, 2018, the Company converted the $500,000 convertible note with Darvin Habben, Chairman, along with accrued and unpaid interest of $38,028, to 5,380,274 shares of its common stock at a conversion price of $0.10 per share. The company recorded debt discount amortization expense of $191,507 during the quarter ended May 31, 2018, related to this debt’s conversion recorded at inception.

Promissory Note Payable - Related Party

Derek Schumann - Note

On July 20, 2017, the Company signed a promissory note of $100,000 with Derek Schumann, Director. This interest free note is due and payable within one year and bears no interest. The Company issued 1,000,000 warrants to Derek Schumann in connection with this note, with an exercise price of $0.10, and expiry date of July 20, 2027. The Company recorded a warrant discount equal to $100,000 due to this warrant feature. The note had imputed interest of $6,110 as of February 28, 2018. The warrant discount had a balance at February 28, 2018 of $69,452. The Company recorded warrant discount amortization expense of $30,548 during the year ended February 28, 2018.

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Greg Foss - Note

On July 20, 2017, the Company signed a promissory note of $100,000 with Greg Foss, Director. This interest free note is due and payable within one year and bears no interest. The Company issued 1,000,000 warrants to Greg Foss in connection with this note, with an exercise price of $0.10, and expiry date of July 20, 2027. The Company recorded a warrant discount equal to $100,000 due to this warrant feature. The note had imputed interest of $6,110 as of February 28, 2018. The warrant discount had a balance at February 28, 2018 of $69,452. The Company recorded warrant discount amortization expense of $30,548 during the year ended February 28, 2018.

F-21 Table of Contents

Darvin Habben - Note

On July 27, 2017, the Company signed a promissory note of $150,000 with Darvin Habben, Chairman. This interest free note is due and payable within one year and bears no interest. The Company issued 1,000,000 warrants to Darvin Habben in connection with this note, with an exercise price of $0.10, and expiry date of July 27, 2027. The Company recorded a warrant discount equal to $150,000 due to this warrant feature. The note had imputed interest of $8,877 as of February 28, 2018. The warrant discount had a balance at February 28, 2018 of $105,616. The Company recorded warrant discount amortization expense of $44,384 during the year ended February 28, 2018.

Epik Holdings - Note

Robert Monster - Note

Convertible Note Payable - Third Party

PowerUp Lending - Note 1

On October 30, 2017, the Company issued a convertible note to PowerUp Lending Group Ltd. for $75,000 of cash consideration. The note bears interest at 12%, matures on October 30, 2018, and is convertible after 180 days into common stock at 61% of the lowest 3 closing market prices of the previous 10 trading days prior to conversion. The Company recorded a debt discount equal to $47,951 due to this conversion feature.

On May 3, 2018, PowerUp Lending Group Ltd. converted $12,000 of the principal amount of the October 30, 2017 note into 170,940 shares of the Company’s common stock, leaving a principal balance due of $63,000.

On May 7, 2018, PowerUp Lending Group Ltd. converted $13,000 of the principal amount of the October 30, 2017 note into 213,115 shares of the Company’s common stock, leaving a principal balance due of $50,000.

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On May 10, 2018, PowerUp Lending Group Ltd. converted $15,000 of the principal amount of the October 30, 2017 note into 245,902 shares of the Company’s common stock, leaving a principal balance due of $35,000.

On May 15, 2018, PowerUp Lending Group Ltd. converted $20,000 of the principal amount of the October 30, 2017 note into 327,869 shares of the Company’s common stock, leaving a principal balance due of $15,000.

On May 16, 2018, PowerUp Lending Group Ltd. converted $15,000 of the principal amount, plus $4,500 in accrued and unpaid interest, of the October 30, 2017 note into 319,672 shares of the Company’s common stock, fully extinguishing this note.

The Company recorded debt discount amortization expenses of $32,055 related to this note during the first quarter of fiscal 2019.

PowerUp Lending - Note 2

On November 30, 2017, the Company issued a convertible note to PowerUp Lending Group Ltd. for $58,000 of cash consideration. The note bears interest at 12%, matures on November 30, 2018, and is convertible after 180 days into common stock at 61% of the lowest 3 closing market prices of the previous 10 trading days prior to conversion. The Company recorded a debt discount equal to $28,754 due to this conversion feature. The note had accrued interest of $3,456 as of May 31, 2018. The debt discount had a balance at May 31, 2018 of $19,213. The Company recorded debt discount amortization expense of $9,541 during the quarter ended May 31, 2018. On June 14, 2018, PowerUp Lending Group Ltd. converted $20,000 of the principal amount of the November 30, 2017 note into 309,119 shares of the Company’s common stock, leaving a principal balance due of $38,000.

On June 20, 2018, PowerUp Lending Group Ltd. converted $15,000 of the principal amount of the November 30, 2017 note into 196,592 shares of the Company’s common stock, leaving a principal balance due of $23,000.

On June 29, 2018, PowerUp Lending Group Ltd. converted $15,000 of the principal amount of the November 30, 2017 note into 257,290 shares of the Company’s common stock, leaving a principal balance due of $8,000.

On July 20, 2018, PowerUp Lending Group Ltd. converted $8,000 of the principal amount, plus $3,480 in accrued and unpaid interest, of the November 30, 2017 note into 376,393 shares of the Company’s common stock, fully extinguishing this note.

During the second quarter of fiscal 2019, the Company recorded debt discount amortization expenses of $19,213, representing the debt discount balance, due to the extinguishment of this note.

F-22 Table of Contents

PowerUp Lending - Note 3

On January 18, 2018, the Company issued a convertible note to PowerUp Lending Group Ltd. for $53,000 of cash consideration. The note bears interest at 12%, matures on January 18, 2019, and is convertible after 180 days into common stock at 61% of the lowest 3 closing market prices of the previous 10 trading days prior to conversion. The Company recorded a debt discount equal to $33,164 due to this conversion feature. The note had accrued interest of $2,304 as of May 31, 2018. The debt discount had a balance at May 31, 2018 of $21,608. The Company recorded debt discount amortization expense of $8,471 during the quarter ended May 31, 2018.

On July 11, 2018, the Company paid $78,323 to PowerUp Lending Group Ltd., representing $53,000 for the principal of the January 18, 2018 note, $3,099 in accrued and unpaid interest, and $22,224 in losses on settlement of debt. The Company recorded debt discount amortization expense of $21,608, representing the debt discount balance, due to the extinguishment of this note.

PowerUp Lending - Note 4

On September 17, 2018, the Company issued a convertible note to PowerUp Lending Group Ltd. for $85,000 of cash consideration. The note bears interest at 12%, matures on September 17, 2019, and is convertible after 180 days into common stock at 61% of the lowest 3 closing market prices of the previous 10 trading days prior to conversion. The Company recorded a debt discount equal to $85,000 due to this conversion feature. The note had accrued interest of $2,068 as of November 30, 2018. The debt discount had a balance at November 30, 2018 of $67,767. The Company recorded debt discount amortization expense of $17,233 during the quarter ended November 30, 2018.

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Table of Contents

PowerUp Lending - Note 5

On October 23, 2018, the Company issued a convertible note to PowerUp Lending Group Ltd. for $53,000 of cash consideration. The note bears interest at 12%, matures on October 23, 2019, and is convertible after 180 days into common stock at 61% of the lowest 3 closing market prices of the previous 10 trading days prior to conversion. The Company recorded a debt discount equal to $49,926 due to this conversion feature. The note had accrued interest of $662 as of November 30, 2018. The debt discount had a balance at November 30, 2018 of $44,728. The Company recorded debt discount amortization expense of $5,198 during the quarter ended November 30, 2018.

Crown Bridge - Note 1

On January 30, 2018, the Company issued a convertible note to Crown Bridge Partners, LLC. for $55,000 of cash consideration. The note bears interest at 10%, matures on January 30, 2019, and is convertible after 180 days into common stock at 61% of the lowest 3 closing market prices of the previous 20 trading days prior to conversion. The Company recorded a debt discount equal to $33,246 due to this conversion feature. The Company also recorded a $3,000 debt discount due to issuance fees. The note had accrued interest of $1,812 as of May 31, 2018. The debt discount had a balance at May 31, 2018 of $24,305. The Company recorded debt discount amortization expense of $9,062 during the quarter ended May 31, 2018.

On July 25, 2018, the Company paid $83,312 to Crown Bridge Partners, LLC., representing $55,000 for the principal of the January 30, 2018 note, $2,499 in accrued and unpaid interest, and $25,813 in losses on settlement of debt. The Company recorded debt discount amortization expense of $24,305, representing the debt discount balance, due to the extinguishment of this note.

Crown Bridge - Note 2

On September 29, 2018, the Company issued a convertible note to Crown Bridge Partners, LLC. for $55,000 of cash consideration. The note bears interest at 10%, matures on September 29, 2019, and is convertible after 180 days into common stock at 61% of the lowest 3 closing market prices of the previous 20 trading days prior to conversion. The Company recorded a debt discount equal to $52,000 due to this conversion feature. The Company also recorded a $3,000 debt discount due to issuance fees. The note had accrued interest of $964 as of November 30, 2018. The debt discount had a balance at November 30, 2018 of $45,356. The Company recorded debt discount amortization expense of $9,644 during the quarter ended November 30, 2018.

FirstFire Global Opportunities - Note 1

On July 10, 2018, the Company issued a convertible note and 90,000 shares of its common stock to FirstFire Global Opportunities Fund LLC for $183,750 of cash consideration. The note bears interest at 10%, matures on July 10, 2019, and is convertible after 180 days into common stock at the lower of $0.20 per share or 75% of the lowest closing market prices of the previous 10 trading days prior to conversion. The Company recorded a debt discount equal to $143,325 due to a ratchet triggering event also on July 10, 2018, which lowered the conversion price to $0.05 per share. The Company recorded a $8,750 debt discount representing the original issue discount. The Company also recorded a $8,010 debt discount due to the 90,000 shares issued. The note had accrued interest of $27,~~618~~199 as of ~~August~~November 3130, 2018. The debt discount had a balance at ~~August~~November 3130, 2018 of $~~137~~97,~~278~~367. The Company recorded debt discount amortization expense of $22,807 during the quarter ended August 31, 2018, and $39,911 during the quarter ended November 30, 2018.

EMA Financial - Note 1

On October 22, 2018, the Company issued a convertible note to EMA Financial, LLC for $53,000 of cash consideration. The note bears interest at 10%, matures on October 22, 2019, and is convertible after 180 days into common stock at 61% of the lowest 3 closing market prices of the previous 15 trading days prior to conversion. The Company recorded a debt discount equal to $53,000 due to this conversion feature. The note had accrued interest of $566 as of November 30, 2018. The debt discount had a balance at November 30, 2018 of $47,337. The Company recorded debt discount amortization expense of $5,663 during the quarter ended November 30, 2018.

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JSJ Investments - Note 1

On October 22, 2018, the Company issued a convertible note to JSJ Investments Inc. for $59,500 of cash consideration. The note bears interest at 12%, matures on October 22, 2019, and is convertible after 180 days into common stock at 61% of the lowest 3 closing market prices of the previous 20 trading days prior to conversion. The Company recorded a debt discount equal to $57,000 due to this conversion feature. The Company also recorded a $2,500 debt discount due to issuance fees. The note had accrued interest of $763 as of November 30, 2018. The debt discount had a balance at November 30, 2018 of $53,142. The Company recorded debt discount amortization expense of $6,358 during the quarter ended November 30, 2018.

Auctus Fund - Note 1

On November 14, 2018, the Company issued a convertible note to Auctus Fund, LLC for $85,000 of cash consideration. The note bears interest at 12%, matures on November 14, 2019, and is convertible after 180 days into common stock at 61% of the lowest trading price of the previous 25 trading days prior to conversion. The Company recorded a debt discount equal to $77,750 due to this conversion feature. The Company also recorded a $7,250 debt discount due to issuance fees. The note had accrued interest of $447 as of November 30, 2018. The debt discount had a balance at November 30, 2018 of $81,274. The Company recorded debt discount amortization expense of $3,726 during the quarter ended November 30, 2018.

Promissory Note Payable - Third Party

On July 20, 2017, the Company signed a promissory note of $100,000 with Donovan Olson. This interest free note is due and payable within one year and bears no interest. The Company issued 1,000,000 warrants to Donovan Olson in connection with this note, with an exercise price of $0.10, and expiry date of July 20, 2027. The Company recorded a warrant discount equal to $100,000 due to this warrant feature.

On May 9, 2018, the Company converted the $100,000 promissory note with Donovan Olson, to 1,000,000 shares of its common stock at a conversion price of $0.10 per share. The company recorded debt discount amortization expense of $69,452 during the quarter ended May 31, 2018, related to this debt’s conversion recorded at inception. The note had imputed interest of $1,917 during the quarter ended May 31, 2018.

Note 15. Transactions with Former Officer and Current Shareholder

~~F-23~~On ~~Table~~April 18, 2018, Mr. Richard Pomije was granted a judgement for the lawsuit he filed against the Company on December 5, 2016. Mr. Pomije was awarded $256,488 as damages, and $296,488 as attorney’s fees and costs, for a total award of ~~Contents~~$552,976. During the quarter ending May 31, 2018, $10,910 was paid to Mr. Richard Pomije. As at November 30, 2018, $542,066 has been accrued as payable to Mr. Pomije. The Company has filed an appeal.

OnDuring ~~April 18, 2018, Mr. Richard Pomije was granted a judgement for~~ the ~~lawsuit~~second hequarter ~~filed against the Company on December 5, 2016. Mr. Pomije was awarded $256,488 as damages, and $296,488 as attorney’s fees and costs, for a total award~~ of ~~$552~~2019,~~976.~~ ~~During~~Robert ~~the~~Monster ~~quarter~~deferred ~~ending~~his ~~May~~salary ~~31,~~payments ~~2018,~~to ~~$10,910~~assist ~~was~~with ~~paid~~cash ~~to Mr~~conservation. ~~Richard Pomije.~~ As at ~~August~~November 3130, 2018, $~~542~~70,~~066~~000 has been accrued as payable to ~~Mr.~~Robert ~~Pomije~~Monster. ~~The Company has filed an appeal.~~

~~During~~On November 15, 2018, the ~~second~~Company ~~quarter~~issued ofa ~~2019,~~promissory note to Robert Monster ~~deferred~~for ~~his~~$150,000 ~~salary~~for ~~payments~~conversion toof ~~assist~~outstanding ~~with~~severance ~~cash conservation~~owed. AsThe atnote ~~August~~bears ~~31,~~interest ~~2018~~at 15%, ~~$70~~and matures on November 15,~~000~~ ~~has~~2019. ~~been~~The note had accrued interest of $925 as ~~payable~~of toNovember ~~Robert~~30, ~~Monster~~2018.

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Note 16. Intangible Assets and Goodwill

Goodwill

The carrying value of goodwill at ~~August~~November 3130, 2018, 2018 and February 28, 2018 was $0. During the fiscal 2018, the Company made an acquisition which resulted in $549,667 of goodwill being recorded and subsequently impaired.

Intangible assets

The carrying value of intangible assets at ~~August~~November 3130, 2018 and February 28, 2018 was $0. During fiscal 2018, the Company acquired $1,237,000 of intangible assets, including $432,000 of code base and databases, $420,000 of platform and code base, $250,000 of app portfolios, and $135,000 of app handles. During fiscal 2018, the Company recorded $64,907 of amortization expense related to intangible assets.

Impairments

We evaluate our goodwill and intangible assets for an impairment on an annual basis each fiscal year end. Based upon our review and analysis, we deemed all of the goodwill and intangible assets acquired in fiscal 2018 as fully impaired as of February 28, 2018. Accordingly, we recognized an impairment expense of $1,721,760 in fiscal 2018. This reflects the full amount of goodwill and the unamortized balance of the intangible assets.

Note 17. Digital Currencies

On May 15, 2018, the Company issued 11,385,590 shares of stock to Catena Fund One, LP for 1,050,000 RHOC (RChain Coins). The market price of RHOC on May 15, 2018 was $1.58 per RHOC, resulting in a value of $1,659,000.

On May 16, 2018, the Company sold 63,291.13924 RHOCs at $1.56 for $100,000, resulting in a loss on exchange of $1,282.

On May 18, 2018, the Company sold 63,291.13924 RHOCs at $1.58 for $100,000, resulting in no gain or loss on exchange.

On June 1, 2018, the Company transferred 200,000 RHOCs at $1.58, with a value of $316,000, as a bonus to an employee as a condition of his employment agreement. There was no gain or loss on exchange related to this transaction.

F-26

Table of Contents

On June 13, 2018, the Company paid a vendor invoice with a face value of $6,452 with 5,377 RHOCs, resulting in a loss on exchange of $2,043.

On June 18, 2018, the Company paid a vendor invoice with a face value of $5,000 with 4,167 RHOCs, resulting in a loss on exchange of $1,583.

During the second quarter of fiscal 2019, the Company sold the balance of RHOC for cash consideration of $518,181, resulting in a loss on exchange of $570,435.

In August 2018, the Company received 172,413 RHOC (RChain Coins) from Catena Fund One, LP, which were immediately liquidated for cash consideration of $59,237. The Company will issue 1,184,738 shares in exchange for this cash consideration in the subsequent quarter.

Our primary market risk exposure with regard to digital currencies is the volatility in trading prices from day to day, which would only impact the gain/loss recognized at time of exchange on such instruments. As of ~~August~~November 3130, 2018, the Company did not hold any digital currencies.

F-24 Table of Contents

Note 18. Subsequent Events

On ~~September~~December 1210, 2018, ~~the~~Lawrence ~~Company~~Lerner ~~received~~resigned ~~877,587~~as ~~RHOC~~a ~~(RChain Coins) from Catena Fund One, LP, which were immediately liquidated for cash consideration of $160,358~~Director. ~~The Company will issue 3,207,160 shares in exchange for this cash consideration.~~

On ~~September~~December 1311, 2018, ~~Robert~~the ~~Monster~~Company ~~resigned~~sold asits ~~Chief~~got.law ~~Operating~~division ~~Officer~~to ~~and~~a ~~Board~~related ~~Director~~party.

On ~~September~~December 1420, 2018, George Nagy ~~was~~resigned ~~appointed~~ as ~~Chief~~a ~~Operating Officer~~Director.

On ~~September~~January 1811, ~~2018~~2019, FirstFire Global Opportunities converted $10,000 of the ~~Company~~principal ~~filed~~amount ~~its~~of ~~Preliminary~~the ~~Prospectus~~July ~~for~~10, 202018 note into 1,~~000~~086,~~000~~065 shares of ~~its~~the Company’s common stock, inleaving ~~favor~~a ofprincipal ~~Triton~~balance ~~Funds~~due ~~LLC~~of $173,750.

On ~~September~~January 1824, ~~2018~~2019, ~~the~~Derek ~~Company~~Schumann ~~entered into an Advisory Agreement with Great Bear LLC, which calls for the Advisor to assist the Company in locating equity~~ and ~~debt~~Kenwei ~~financing,~~Chong ~~assist~~resigned inas ~~the identification of business opportunities and identifying potential merger and acquisition targets~~Directors.

OnThere ~~October~~were 5,no ~~2018,~~additional ~~the~~significant ~~Company~~subsequent ~~called~~events ~~for~~through 1January 30,~~600,000~~ ~~registered shares to be issued in favor of Triton Funds LLC~~2019, ~~pursuant to~~ the ~~terms~~date ~~and conditions of~~ the ~~Preliminary~~financial ~~Prospectus~~statements ~~filed~~were ~~on September 18, 2018~~issued.

OnF-27 ~~October~~Table 5,of ~~2018, Michael Cartwright resigned as Chief Technology Officer. Mr. Cartwright remains a Technical Advisor on a contract basis.~~Contents

OnITEM ~~October~~2. 9MANAGEMENT’S ~~2018,~~DISCUSSION ~~the~~AND ~~Company~~ANALYSIS ~~sold~~OF ~~its~~FINANCIAL ~~appointment.com~~CONDITION ~~division~~AND toRESULTS anOF ~~arms length third party.~~OPERATIONS

~~There~~The ~~were~~following nois ~~additional~~a ~~significant~~discussion ~~subsequent~~of ~~events~~the ~~through~~financial ~~October~~condition 15as of November 30, 2018 and its results of operations of the Company for the three and nine months ended November 30, 2018 and 2017, which should be read in conjunction with, and is qualified in its entirety by, the ~~date~~financial statements and notes thereto included elsewhere in this report and the audited consolidated financial statements ~~were~~and ~~issued~~notes thereto included in the Company’s Form 10-K for the fiscal year ended February 28, 2018.

~~F-25~~CAUTIONARY ~~Table~~STATEMENT ofREGARDING ~~Contents~~FORWARD-LOOKING INFORMATION

~~ITEM~~This 2Form 10-Q for the quarter ended November 30, 2018, contains forward-looking statements. ~~MANAGEMENT'S~~Forward-looking ~~DISCUSSION~~statements ~~AND~~may ~~ANALYSIS~~be OFidentified ~~FINANCIAL~~by ~~CONDITION~~the ~~AND~~use ~~RESULTS~~of OFforward-looking ~~OPERATIONS~~terminology, such as “may,” “shall,” “could,” “expect,” “estimate,” “anticipate,” “predict,” “probable,” “should,” “continue,” or similar terms, variations of those terms or the negative of those terms. The forward-looking statements specified in the following information have been compiled by our management and are considered by management to be reasonable. Our future operating results, however, may be materially different and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.

The following is a discussion of the financial condition as of August 31, 2018 and its results of operations of the Company for the three and six months ended August 31, 2018 and 2017, which should be read in conjunction with, and is qualified in its entirety by, the financial statements and notes thereto included elsewhere in this report and the audited consolidated financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended February 28, 2018.GENERAL

~~CAUTIONARY~~DigitalTown, ~~STATEMENT~~Inc. ~~REGARDING~~(“The ~~FORWARD~~Company”, “We”, “Us”, “Our” and “DigitalTown”) operates at the intersection of FinTech, Smart Cities and Blockchain by providing a Platform as a Service (PaaS) that places people at the heart of Smart Cities. DigitalTown leverages Blockchain to harness the real power of a secure distributed internet in order to deliver a localized commerce platform capable of transacting in a multi-~~LOOKING~~currency ~~INFORMATION~~world.

~~This~~The ~~Form~~Company’s ~~10-Q~~fiscal ~~for~~year ~~the~~end ~~quarter~~is ~~ended~~the ~~August~~last ~~31,~~day ~~2018,~~in ~~contains forward-looking statements~~February. ~~Forward-looking~~Our ~~statements~~current ~~may~~fiscal beyear ~~identified~~ends byon ~~the~~February ~~use of forward-looking terminology~~28, ~~such~~2019 asand ~~"may,"~~we ~~"shall,"~~refer ~~"could,"~~to ~~"expect,"~~it ~~"estimate,"~~as ~~"anticipate,"~~“fiscal ~~"predict,"~~2019”. ~~"probable,"~~Last ~~"should~~year," ~~"continue," or similar terms, variations of those terms or the negative of those terms. The forward-looking statements specified in the following information have been compiled by~~ our ~~management~~fiscal ~~and~~year ~~are~~ended ~~considered~~on byFebruary ~~management to be reasonable. Our future operating results~~28, ~~however,~~2018 ~~may be materially different~~ and nowe ~~representation,~~refer ~~guaranty, or warranty is~~ to bethis ~~inferred~~year ~~from~~as ~~those~~“fiscal ~~forward-looking statements~~2018”.

~~GENERAL~~An Overview of DigitalTown

~~DigitalTown, Inc. (“~~The ~~Company”, “We”, “Us”, “Our” and “~~DigitalTown”) ~~operates~~platform atenables ~~the~~local ~~intersection~~communities ofto ~~FinTech,~~benefit ~~Smart~~from ~~Cities and Blockchain by providing a Platform as a Service (PaaS) that places people at~~ the ~~heart~~digital oftransformation ~~Smart~~revolution ~~Cities. DigitalTown leverages Blockchain to harness the real power of a secure distributed internet~~ in ~~order~~three tokey ~~deliver a localized commerce platform capable of transacting in a multi-currency world~~ways.

~~The~~First, ~~Company~~our platform provides businesses with an opportunity to market themselves affordably and efficiently, locally and globally. We adopt a ‘local first’s ~~fiscal~~approach, ~~year~~meaning ~~end~~local isindependent ~~the~~business ~~last~~are ~~day~~given preference in ~~February~~search results. ~~Our~~Merchants ~~current~~receive ~~fiscal~~a ~~year~~free ~~ends~~listing oninside ~~February~~the ~~28,~~DigitalTown ~~2019~~platform. Search will help residents and wevisitors ~~refer~~find the right business based on keywords a business adds to itits asprofile. ~~“fiscal~~Local ~~2019”~~merchants can market to local consumers in a very targeted manner via the DigitalTown App. ~~Last~~DigitalTown ~~year,~~will ~~our~~provide ~~fiscal~~valuable ~~year~~market ~~ended~~data onto ~~February~~local ~~28,~~merchants ~~2018~~enabling them to develop greater customer intimacy. The DigitalTown APIs encourage local innovators to develop solutions that help businesses become more efficient and weallow ~~refer~~them to ~~this~~compete ~~year~~more aseffectively ~~“fiscal~~in ~~2018”~~a global marketplace.

AnSecond, ~~Overview~~the DigitalTown SmartWallet is available to everyone free of charge. The SmartWallet currently supports 16 fiat currencies and will soon support the major Cryptocurrencies Peer-to-peer transactions are free and C2B transactions incur a 1% payment processing fee. The DigitalTown SmartWallet and our Self Sovereign Identity technology can ensure that each user is known and verified, enabling a higher degree of trust to be established within the platform than is possible with traditional user accounts.

~~The~~Third, the DigitalTown Community Tools provide a decentralized social platform ~~enables~~where residents and visitors, or fans of a particular city, can connect, share, create and manage projects and events, start and join discussions, vote on matters of local ~~communities~~interest toand ~~benefit~~fundraise. ~~from~~With DigitalTown the ~~digital~~good ~~transformation~~cause ~~revolution~~retains in100% ~~three~~of ~~key~~the ~~ways~~funds raised. Community engagement is rewarded with blockchain-based Community Points, which hold no monetary value, but can be redeemed with participating merchants who in turn can use them to market direct to customers.

~~First,~~3 ~~our~~Table ~~platform~~of provides businesses with an opportunity to market themselves affordably and efficiently, locally and globally. We adopt a ‘local first’ approach, meaning local independent business are given preference in search results. Merchants receive a free listing inside the DigitalTown platform. Search will help residents and visitors find the right business based on keywords a business adds to its profile. Local merchants can market to local consumers in a very targeted manner via the DigitalTown App. DigitalTown will provide valuable market data to local merchants enabling them to develop greater customer intimacy. The DigitalTown APIs encourage local innovators to develop solutions that help businesses become more efficient and allow them to compete more effectively in a global marketplace. Contents

~~Second, the DigitalTown SmartWallet is available to everyone free of charge.~~ The ~~SmartWallet~~Strategic ~~currently~~Importance supports 16 fiat currencies and will soon support the major Cryptocurrencies Peer-to-peer transactions are free and C2B transactions incur a 1% payment processing fee. The DigitalTown SmartWallet and our Self Sovereign Identity technology can ensure that each user is known and verified, enabling a higher degree of ~~trust~~Local toOnline beEconomic ~~established within the platform than is possible with traditional user accounts.~~Development

~~Third,~~The ~~the~~ DigitalTown ~~Community Tools provide a decentralized social~~ platform ~~where~~elevates ~~residents~~local ~~and~~communities ~~visitors,~~to oran ~~fans~~advanced state of atechnical ~~particular~~capability. ~~city,~~To ~~can connect~~date, ~~share,~~most ~~create~~cities ~~and~~have ~~manage~~historically ~~projects~~taken ~~and~~a ~~events,~~hands-off ~~start~~approach ~~and~~towards ~~join discussions, vote on matters of local interest and fundraise. With DigitalTown~~ the ~~good cause retains 100% of the funds raised~~Internet. ~~Community engagement is rewarded with blockchain-based Community Points~~However, ~~which~~we ~~hold~~believe nothat ~~monetary~~in ~~value,~~the ~~but~~future ~~can~~city bemanagement ~~redeemed~~will ~~with~~further ~~participating~~consider ~~merchants~~the ~~who~~Internet inas ~~turn~~an ~~can~~integral ~~use~~part ~~them~~of totheir ~~market~~strategic ~~direct~~plan tofor ~~customers~~economic growth.

3The ~~Table~~continued expansion of ~~Contents~~big box retailers and steep growth of national eCommerce has created an increased number of challenges for locally owned small businesses. This requires a new approach to online economic development – one that equips local merchants with the means to compete locally and sell nationally. DigitalTown provides a cost-effective solution to help local businesses compete against entities with greater reach, scale and resources.

~~The~~Why ~~Strategic~~the ~~Importance~~DigitalTown ofSolution ~~Local~~Makes ~~Online Economic Development~~Sense

The DigitalTown platform ~~elevates~~is ~~local~~a ~~communities~~cost-effective solution for enabling a community to anbecome ~~advanced~~a ~~state~~smart ofcommunity, ~~technical~~which ~~capability~~we define as connected to shared content and local commerce. ToA ~~date~~key enabler for this capability is the continued growth of smartphones that are powered by common frameworks, ~~most~~such ~~cities~~as ~~have~~Apple ~~historically~~iOS ~~taken~~and aAndroid. ~~hands~~The use of smartphones has enabled individuals to communicate and transact in real-~~off~~time ~~approach~~anywhere ~~towards~~they ~~the~~choose ~~Internet~~using their smartphone, which serves as a proxy for identity, reputation, preferences and method of payment. ~~However~~In effect, wethe smartphone has become the digital wallet. We believe ~~that~~the opportunity is global and our approach, which supports public-private partnerships, will, in the future, ~~city~~enable ~~management~~accelerated ~~will~~adoption ~~further~~particularly ~~consider~~in ~~the~~rural ~~Internet~~communities aswhere antrust ~~integral~~of ~~part~~technology ofis ~~their~~lower, ~~strategic~~the ~~plan~~need ~~for~~is potentially greater, and economic ~~growth~~models are at the greatest risk.

~~The~~Intellectual continued expansion of big box retailers and steep growth of national eCommerce has created an increased number of challenges for locally owned small businesses. This requires a new approach to online economic development – one that equips local merchants with the means to compete locally and sell nationally. DigitalTown provides a cost-effective solution to help local businesses compete against entities with greater reach, scale and resources.Property

~~Why~~Software: The Company has developed a proprietary platform for enabling any community to become a smart community, incorporating advanced features for economic development, community engagement and digital inclusion. In addition, the Company has completed acquisitions of 5 software companies: Cloud.Market, Software Masters, Inc, Rezserve Technologies Ltd, Appointment.com, and Comencia, Inc., each of which brought significant intellectual property and is in process of being fully integrated into the DigitalTown ~~Solution~~platform. ~~Makes~~The ~~Sense~~Company continues to invest in software with an emphasis on capital efficiency and return on investment.

~~The~~RESULTS ~~DigitalTown~~OF platform is a cost-effective solution for enabling a community to become a smart community, which we define as connected to shared content and local commerce. A key enabler for this capability is the continued growth of smartphones that are powered by common frameworks, such as Apple iOS and Android. The use of smartphones has enabled individuals to communicate and transact in real-time anywhere they choose using their smartphone, which serves as a proxy for identity, reputation, preferences and method of payment. In effect, the smartphone has become the digital wallet. We believe the opportunity is global and our approach, which supports public-private partnerships, will, in the future, enable accelerated adoption particularly in rural communities where trust of technology is lower, the need is potentially greater, and economic models are at the greatest risk.OPERATIONS

~~Intellectual~~THREE ~~Property~~MONTHS ENDED NOVEMBER 30, 2018 AND 2017

~~Software:~~During ~~The~~third quarter of fiscal 2019, the Company ~~has~~recorded ~~developed~~revenues aof ~~proprietary~~$30,104 ~~platform~~and ~~for~~cost ~~enabling~~of ~~any~~revenues ~~community~~of to$165,124 ~~become~~for a ~~smart~~gross ~~community~~loss of $135,020, ~~incorporating~~compared ~~advanced~~to ~~features~~revenues of $142,903 and cost of revenues of $243,967 for ~~economic~~a ~~development~~gross loss of $101,064 ~~community~~during ~~engagement~~the ~~and~~third ~~digital~~quarter ~~inclusion.~~of Infiscal ~~addition,~~2018. For the ~~Company~~third ~~has~~quarter ~~completed~~of ~~acquisitions~~fiscal 2019, revenues mainly consisted of 5development ~~software~~fees ~~companies:~~related ~~Cloud.Market,~~to ~~Software~~our ~~Masters,~~SmartCity ~~Inc,~~platform ~~Rezserve~~and ~~Technologies~~activities ~~Ltd,~~from ~~Appointment.com,~~our Rezserve and Comencia, ~~Inc~~subsidiaries., ~~each~~Cost of ~~which~~revenues ~~brought~~consisted ~~significant~~of ~~intellectual~~amortization ~~property~~of ~~and~~prepaid isannual indomain ~~process~~name renewal fees of ~~being~~$14,088 ~~fully~~and ~~integrated~~$169,145, ~~into~~development ~~the~~expense ~~DigitalTown~~of ~~platform.~~$145,647 ~~The~~and ~~Company~~$86,741, ~~continues~~and tomerchant ~~invest~~processing infees ~~software~~of ~~with~~$4,374 anand ~~emphasis~~$1,653, onfor ~~capital~~the ~~efficiency~~fiscal ~~and~~third ~~return~~quarters on2019 ~~investment~~and 2018, respectively.

~~RESULTS~~The OFCompany’s ~~OPERATIONS~~operating expenses are currently all related to selling, general and administrative activity. These expenses were $1,533,301 in the third quarter of fiscal 2019 compared to $1,297,525 in the third quarter of fiscal 2018, an increase of $235,776. Our stock-based compensation expense was $751,377 for the third quarter of fiscal 2019 as compared to $394,879 for fiscal 2018, an increase of $356,498. Our increase in selling, general and administrative expenses was due to a decrease in travel and conference-related costs of $55,375, a decrease in domain renewal fees of $155,145, and an increase in stock-based compensation of $356,498.

~~THREE~~The ~~MONTHS~~Company’s ~~ENDED~~overall ~~AUGUST~~net 31loss for the third quarter of fiscal 2019 increased by $259,062 to $1,785,840, as compared to the third quarter of fiscal 2018. ~~AND~~The ~~2017~~increase was mainly due to the increase in general and administrative items as detailed above.

~~The~~4 ~~Company’s~~Table ~~operating expenses are currently all related to selling, general and administrative activity. These expenses were $1,563,285 in the second quarter~~ of fiscal 2019 compared to $2,163,757 in the second quarter of fiscal 2018, a decrease of $600,472. Our stock-based compensation expense was $639,496 for the second quarter of fiscal 2019 as compared to $448,041 for fiscal 2018, an increase of $191,455. We incurred a non-cash expense of $790,059 related to an acquisition we completed in July 2017, which reflected the sum of the cost basis of the liabilities assumed and stock value we used to pay for the acquisition. In addition to the net increase of our non-cash items, our decrease in selling, general and administrative expenses was also due to a decrease in employee compensation and benefits of $344,166, a decrease of $60,614 in contractor services, a decrease in legal fees of $40,439, and a decrease in domain name renewal fees of $302,989. Contents

4NINE ~~Table~~MONTHS ofENDED ~~Contents~~NOVEMBER 30, 2018 AND 2017

~~SIX~~During ~~MONTHS~~the ~~ENDED~~first ~~AUGUST~~nine 31months of fiscal 2019, the Company recorded revenues of $214,869 and cost of revenues of $903,971 for a gross loss of $689,102 compared to revenues of $317,080 and cost of revenues of $433,939 for a gross loss of $116,859 during the first nine months of fiscal 2018. ~~AND~~For the first nine months of fiscal 2019, revenues mainly consisted of development fees related to our SmartCity platform and activities from our Rezserve and Comencia subsidiaries. Cost of revenues consisted of amortization of prepaid annual domain name renewal fees of $317,077 and $244,083, development expense of $579,863 and $186,224, and merchant processing fees of $7,031 and $3,632, for the first nine months of fiscal years 2017 and 2018, respectively.

The Company’s ~~overall~~operating ~~net~~expenses ~~loss~~are ~~for~~currently all related to selling, general and administrative activity. These expenses were $4,320,204 in the first ~~six~~nine months of fiscal 2019 ~~increased~~compared byto $14,~~644~~532,~~649~~490 toin the first nine months of fiscal 2018, a decrease of $4212,~~988~~286. A portion of this increase was non-cash related. Our stock-based compensation expense was $1,~~658~~869,744 for the first nine months of fiscal 2019 as compared to $1,958,897 for the first ~~six~~nine months of fiscal 2018, a decrease of $89,153. ~~The~~Our ~~increase~~decrease ~~was~~in ~~mainly~~selling, general and administrative expenses was due to ~~the~~a ~~increase~~decrease in ~~other~~travel ~~expenses~~and ~~such~~conference-related ascosts ~~interest~~of ~~expense~~$218,171, ~~(includes~~a ~~debt~~decrease ~~discount~~in ~~amortization~~rent onand ~~various~~utilities ~~notes payable)~~ of $~~652~~17,~~540~~288, ~~loss~~an onincrease ~~debt~~in ~~settlement~~contractor expense of $48128,~~037~~874, and ~~losses~~a ~~related~~decrease toof ~~cryptocurrencies~~stock-based compensation of $~~925~~89,~~817~~153.

~~LIQUIDITY~~The ~~AND~~Company’s ~~CAPITAL~~overall ~~RESOURCES~~net loss for the first nine months of fiscal 2019 increased by $1,903,711 to $6,774,498, as compared to the first nine months of fiscal 2018. The increase was mainly due to the increase in general and administrative items as detailed above, partially offset by the decrease in non-cash stock compensation.

~~Net~~LIQUIDITY ~~cash~~AND ~~provided~~CAPITAL by investing activities was $718,181 and cash used was $14,169 for first six months of fiscal years 2019 and 2018, respectively. In the second quarter of fiscal 2019, the Company received cash from the sale of cryptocurrencies.RESOURCES

~~Net~~The Company’s cash ~~provided~~position byat ~~financing~~November ~~activities~~30, ~~for~~2018 ~~the~~was ~~first~~$25,577, ~~six~~a ~~months~~decrease of ~~fiscal 2019~~$33,135 ~~was~~from $~~796~~58,~~359~~712 ~~which~~at ~~consisted~~February of28, ~~proceeds~~2018. ~~from~~During the ~~sale~~first nine months of ~~common~~fiscal ~~stock~~2019, ~~issuance~~net ofcash ~~convertible~~used ~~loans~~in operating activities was $2,159,721 ~~and~~compared ~~payments~~to onnet ~~convertible~~cash ~~debt.~~used ~~For~~of $2,120,991 for the first ~~six~~nine months of fiscal 2018. When comparing the two periods, the ~~Company~~increase ~~received~~in net cash ~~provided~~used byin ~~financing~~operating activities of $138,~~125,000,~~730 ~~which~~for ~~consisted~~the offirst ~~proceeds~~nine ~~from~~months ~~the sale~~ of ~~common~~fiscal ~~stock,~~2019 ~~issuance~~is ofprimarily ~~convertible~~due ~~loans,~~to ~~and~~an ~~borrowings~~increase ~~from~~of ~~various~~cash ~~promissory~~operating ~~notes~~expenses.

~~Monthly~~Net cash ~~operating~~received ~~expenses~~from investing activities was $712,937 for the first ~~six~~nine months of ~~2018~~fiscal 2019, ~~were~~and ~~approximately~~net ~~$350,000~~cash ~~per~~used ~~month.~~from ~~Based~~investing onactivities ~~current~~was ~~projections~~$14,169 for the ~~Company’s~~first ~~monthly~~nine ~~cash~~months ~~operating~~of ~~expenses~~fiscal ~~going forward should be approximately $300,000 per month~~2018. In the ~~period~~second ~~from~~quarter ~~September~~of 1,fiscal ~~2018 through October 15~~2019, ~~2018,~~ the Company ~~entered~~received ~~into~~cash 1from ~~stock purchase agreement in~~ the ~~amount~~sale of ~~$160,358 in exchange for 3,207,160 shares of the Company’s restricted common stock~~cryptocurrencies. ~~The~~In ~~Company also entered into 1 stock purchase agreement, pursuant to~~ the ~~terms~~first ~~and~~quarter ~~conditions~~ of ~~our~~fiscal ~~Prospectus dated September 18,~~ 2018, ~~for 1,600,000 shares of~~ the Company’s ~~registered~~invested ~~common~~in ~~stock~~computer equipment.

~~Off-Balance~~Net ~~Sheet~~cash ~~Arrangements~~provided by financing activities for the first nine months of fiscal 2019, was $1,417,258 which consisted of proceeds from the sale of common stock, borrowings from convertible debt, and offset by payments made on convertible debt. For the first nine months of fiscal 2018, the Company received net cash provided by financing activities of $1,634,500, which consisted of proceeds from the sale of common stock, issuance of convertible loans, and borrowings from various promissory notes.

WeMonthly docash ~~not~~operating ~~have~~expenses ~~any~~for ~~off-balance~~the ~~sheet~~first ~~arrangements~~nine months of fiscal 2019, were approximately $235,000 per month. Based on current projections, the Company’s monthly cash operating expenses going forward should be approximately $50,000 per month, which include the monthly cost for the renewal of the existing domain names of approximately $5,000.

~~Critical~~We ~~Accounting~~believe ~~Policies~~our current cash reserves, the amounts we expect from future proceeds from the issuance of our common stock and the sale of existing domain names should be sufficient to enable us to operate for the next 12 months. In the event that we are unable to operate profitably, raise additional capital through the sale of our common stock or sell existing domain names on acceptable terms, we would be forced to further reduce operating expenses or cease operations altogether.

~~The~~5 ~~discussion~~Table ~~and analysis~~ of DigitalTown, Inc.’s financial condition and results of operations are based on our audited financial statements, which have been prepared in accordance with accounting principles generally accepted in the U.S. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses and related disclosure of contingent assets and liabilities. Management reviews its estimates on an ongoing basis. Management bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. While DigitalTown Inc.’s significant accounting policies are described in more detail in Note 1 to its financial statements, management believes the following accounting policies to be critical to the judgments and estimates used in the preparation of its financial statements:Contents

5Off-Balance ~~Table~~Sheet ~~of Contents~~Arrangements

~~Prepaid~~We ~~Domain~~do ~~Names~~not have any off-balance sheet arrangements.

~~The~~Critical ~~annual~~Accounting ~~domain~~Policies ~~name renewal fees are currently amortized over one year and the purchase of any new domain names are the only amounts capitalized. See Note 5 for further information.~~

~~Stock-Based~~The ~~Compensation~~discussion and analysis of DigitalTown, Inc.’s financial condition and results of operations are based on our audited financial statements, which have been prepared in accordance with accounting principles generally accepted in the U.S. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses and related disclosure of contingent assets and liabilities. Management reviews its estimates on an ongoing basis. Management bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. While DigitalTown Inc.’s significant accounting policies are described in more detail in Note 1 to its financial statements, management believes the following accounting policies to be critical to the judgments and estimates used in the preparation of its financial statements:

~~The~~Prepaid ~~Company~~Domain recognizes the cost of stock-based compensation plans and awards in operations on a straight-line basis over the respective vesting period of the awards. The Company measures and recognizes compensation expense for all stock-based payment awards made to employees, directors, consultants and advisors. The compensation expense for the Company's stock-based payments is based on estimated fair values at the time of the grant.Names

The ~~Company~~annual ~~estimates~~domain ~~the~~name ~~fair~~renewal ~~value~~fees ofare ~~stock-based~~currently ~~payment~~amortized ~~awards~~over onone ~~the~~year ~~date~~and ~~of grant using~~ the ~~Black-Scholes~~purchase ~~option pricing model. This option pricing model involves a number~~ of ~~assumptions,~~any ~~including~~new ~~the~~domain ~~expected~~names ~~lives~~are ~~of stock options,~~ the ~~volatility~~only ofamounts ~~the~~capitalized. ~~public~~See ~~market~~Note ~~price~~5 for ~~the~~further ~~Company's common stock and interest rates~~information. ~~Stock-based compensation expense recognized during the period is based on the value of the portion of stock-based payment awards that are ultimately expected to vest.~~

~~Recently~~Stock-Based ~~Issued~~Compensation ~~Accounting Pronouncements~~

~~Information~~The ~~regarding~~Company ~~recently~~recognizes ~~issued~~the ~~accounting~~cost ~~pronouncements~~of isstock-based ~~included~~compensation plans and awards in ~~Note~~operations 1on toa straight-line basis over the ~~consolidated~~respective ~~financial~~vesting ~~statements~~period inof ~~“Item~~the 8awards. ~~Financial~~The ~~Statements~~Company measures and ~~Supplemental~~recognizes ~~Data”~~compensation inexpense ~~this~~for ~~Annual~~all ~~Report~~stock-based onpayment ~~Form~~awards ~~10-K~~made to employees, directors, consultants and advisors. The compensation expense for the Company’s stock-based payments is based on estimated fair values at the time of the grant.

The Company estimates the fair value of stock-based payment awards on the date of grant using the Black-Scholes option pricing model. This option pricing model involves a number of assumptions, including the expected lives of stock options, the volatility of the public market price for the Company’s common stock and interest rates. Stock-based compensation expense recognized during the period is based on the value of the portion of stock-based payment awards that are ultimately expected to vest.

Recently Issued Accounting Pronouncements

Information regarding recently issued accounting pronouncements is included in Note 1 to the consolidated financial statements in “Item 8. Financial Statements and Supplemental Data” in this Annual Report on Form 10-K.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The Company has entered into stock purchase agreements with investors, and has accepted digital currencies as a form of payment from these investors, in exchange for shares of the Company’s common stock. Our primary market risk exposure with regard to digital currencies is the volatility in trading prices from day to day, which would only impact the gain/loss recognized at time of exchange on such instruments. As of ~~August~~November 3130, 2018, the Company did not hold any digital currencies.

The Company has not entered into, and does not expect to enter into, financial instruments for trading or hedging purposes. The Company does not currently anticipate entering into interest rate swap and/or similar instruments. Our primary market risk exposure with regard to financial instruments is to changes in interest rates, which would only impact interest income earned on such instruments. As of ~~August~~November 3130, 2018, the Company did not have any material currency exchange or interest rate risk exposure.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness, as of ~~August~~November 3130, 2018, of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”). The purpose of this evaluation was to determine whether as of the evaluation date our disclosure controls and procedures were effective to provide reasonable assurance that the information we are required to disclose in our filings with the Securities and Exchange Commission (“SEC”), under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Based on their evaluation, our management has concluded, as discussed below, that material weaknesses existed in our internal control over financial reporting as of ~~August~~November 3130, 2018 and as a result, our disclosures controls and procedures were not effective. Notwithstanding the material weaknesses that existed as of ~~August~~November 3130, 2018, our chief executive officer and chief financial officer has concluded that the financial statements included in this Annual Report on Form 10-K present fairly, in all material aspects, the financial position, results of operations and cash flows of the Company in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Changes in Internal Controls over Financial Reporting

Management continues to evaluate the Company'’s internal controls over financial reporting to ensure that the design and implementation of corrective procedures are adequate to remediate the previously identified material weaknesses from our Form 10-K at February 28, 2018. Due to the small number of employees dealing with general administrative and financial matters and the expenses associated with increases to remediate the disclosure controls and procedures that have been identified, the Company continued to operate without changes to its internal controls over financial reporting for the period covered by this Quarterly Report on Form 10-Q while continuing to evaluate and improve to remediate the material weaknesses at an appropriate cost benefit basis.

During the fiscal quarter ended November ~~August 31~~30, 2018, there was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II

ITEM 1. LEGAL PROCEEDINGS

DigitalTown, Inc. is, from time to time, a party to litigation arising in the normal course of its business. The Company believes that none of these actions will have a material adverse effect on its financial condition or results of operations.

ITEM 1A. RISK FACTORS

The most significant risk factors applicable to the Company are described in Part I, Item 1A "“Risk Factors"” of our Annual Report on Form 10-K for the year ended February 28, 2018. There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the first ~~six~~nine months of fiscal 2019, the Company entered into stock purchase agreements for total cash proceeds of $~~827~~1,~~396~~070,545, and digital currency proceeds of $1,659,000.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

	(a)	All information required to be disclosed on a report on Form 8-K during the period ended ~~May~~November 3130, 2018, has previously been reported.
	(b)	There have been no material changes to the procedures by which security holders may recommend nominees to the registrant'’s board of directors.

ITEM 6. EXHIBITS

3.1	Articles of Incorporation, as amended *	Previously Filed
3.2	Bylaws*	Previously Filed
31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Included
32.1	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Included
101.INS**	XBRL Instance	Included
101.SCH**	XBRL Taxonomy Extension Schema	Included
101.CAL**	XBRL Taxonomy Extension Calculation	Included
101.DEF**	XBRL Taxonomy Extension Definition	Included
101.LAB**	XBRL Taxonomy Extension Labels	Included
101.PRE**	XBRL Taxonomy Extension Presentation	Included

_____________

*Incorporated by reference to exhibit filed as a part of Registration Statement on Form 10-SB (Commission File No. 000-27225).

** XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

	DigitalTown, Inc.
Dated: October 15, 2018	By: /s/ George Nagy
Dated: January 30, 2019	By:	/s/ Darvin R. Habben
	George Nagy
		Darvin R. Habben
	Chief Executive Officer and Director
		(Principal Executive Officer and Principal Financial Officer)
	(Principal Executive Officer)

Dated: October 15, 2018	By: /s/ Dave Carter
	Dave Carter
	Chief Financial Officer
	(Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.

Dated: October 15, 2018	By: /s/ George Nagy
Dated: January 30, 2019	By:	/s/ Darvin R. Haben
	George Nagy
		Darvin R. Habben, Chairman (Principal Executive Officer and Principal Financial Officer)
	Chief Executive Officer and Director
Dated: January 30, 2019	By:	/s/ Jeffrey L. Mills
	(Principal Executive Officer)
		Jeffrey L. Mills, Director
Dated: October 15, 2018	By: /s/ Dave Carter
	Dave Carter
	Chief Financial Officer
	(Principal Financial Officer)
Dated: October 15, 2018	By: /s/ Darvin R. Haben
	Darvin R. Habben, Chairman
Dated: October 15, 2018	By: /s/ Kenwei Chong
	Kenwei Chong, Director
Dated: October 15, 2018	By: /s/ Jeffrey L. Mills
	Jeffrey L. Mills, Director
Dated: October 15, 2018	By: /s/ Derek R. Schumann
	Derek R. Schumann, Director
Dated: October 15, 2018	By: /s/ Lawrence Lerner
	Lawrence Lerner, Director

Filing Compare · DigitalTown, Inc.