The following discussion and analysis of our financial condition and results of
operations should be read together with our unaudited financial statements and
related notes appearing elsewhere in this Form 10-Q and our audited financial
statements and related notes for the year ended August 31, 2020 included in our
most recent annual report on Form 10-K. In addition to historical information,
this discussion and analysis contains forward-looking statements that involve
risks, uncertainties and assumptions. Our actual results may differ materially
from those anticipated in these forward-looking statements as a result of
certain factors.



Company Overview



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

6,
2017 ("JFB").



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



Use of the JFB platform is currently free; however, we have an agreement with a
third party whereby we have authorized the third party to use our investment
platform and related applications until December 31, 2020 for a fee.



The Company has been developing a new, more comprehensive FinMaster mobile
application ("FinMaster App"), to offer to our clients for a fee, which has been
made available for download as of December 2020. This FinMaster App offers
one-stop shopping for multi financial services. Key services include real-time
Taiwan stock market quotes, financial industry information and news, social
media activities, on-line live broadcast, A.I. stock selection and other
features. On August 17, 2020, the Company, through its wholly-owned subsidiary
JFB Internet Service Limited, a company incorporated and existing under the laws
of Hong Kong (the "Buyer"), acquired all of the issued and outstanding capital
stock (the "Acquisition") of Nice Products Inc., a company organized under the
laws of the British Virgin Islands and the Company's software ODM developer of
the FinMaster APP ("NPI"), pursuant to the terms and conditions of that certain
Stock Purchase Agreement, dated as of August 17, 2020, among the Company, the
Buyer, NPI, the selling shareholders of NPI identified therein (each a "Seller,"
and, collectively, the "Sellers") and the representative of the Sellers
identified therein. The aggregate purchase price for the acquisition was
$4,850,000, less certain discounts, expenses and reductions for outstanding NPI
debt owed to the Company and/or its affiliates. The net purchase price for the
acquisition was $3,506,042, payable in 8,415,111 shares of the Company's common
stock to the Sellers in accordance with their respective pro rata percentage.



As a result of the Acquisition, the Company now owns, indirectly through the
Buyer, 100% of NPI. NPI, through its wholly-owned subsidiaries, LOC Weibo Co.,
Ltd. and Beijing DataComm Cloud Media Technology Co., Ltd., companies organized
under the laws of the Republic of China and the laws of the People's Republic of
China, respectively, engages primarily in the development of ecological-system
applications, integration of big data and promotion of OTT applications.
Following the Acquisition, we were able to release the FinMaster App for
download in December 2020.



We have incurred significant operating losses. As of November 30, 2020 and
August 31, 2020, our accumulated deficits were $14,964,635 and $11,307,575,
respectively. We generated revenue of $22,863 and $1,667 for the three months
ended November 30, 2020 and 2019, respectively. Our net losses were principally
attributed to general and administrative expenses.



Going Concern



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



We have suffered recurring losses from operations, and recorded an accumulated
deficit of $14,964,635 as of November 30, 2020. These conditions raise
substantial doubt about our ability to continue as a going concern. The ability
to continue as a going concern is dependent upon our profit generating
operations in the future and/or obtaining the necessary financing to meet our
obligations and repay our liabilities arising from normal business operations
when they become due.



31






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



The COVID-19 pandemic has created and may continue to create significant
uncertainty in macroeconomic conditions, which may cause further business
slowdowns or shutdowns, depress demand for our business, and adversely impact
our results of operations. We expect uncertainties around our key accounting
estimates to continue to evolve depending on the duration and degree of impact
associated with the COVID-19 pandemic. Its estimates may change as new events
occur and additional information emerges, and such changes are recognized or
disclosed in its consolidated financial statements.



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

Liquidity and Capital Resources





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



                                                      For the three months ended November 30,
                                                          2020                      2019

Net cash used in operating activities              $          (766,843 )     $          (154,234 )
Net cash used in investing activities                          (59,632 )                (401,285 )
Net cash provided by financing activities                      932,561                   175,502
Effect of exchange rate changes on cash and cash
equivalents                                                     12,332                         -
Net increase (decrease) in cash and cash
equivalents                                                    118,418                  (380,017 )
Cash and cash equivalents, beginning of period                 432,087                   447,562
Cash and cash equivalents, end of period           $           550,505     

 $            67,545

Cash Used in Operating Activities

Net cash used in operating activities for the three months ended November 30, 2020 and 2019 was $766,843 and $154,234, respectively. The cash used in operating activities was mainly for payment of general and administrative expenses.

Cash Used in Investing Activities





Net cash used in investing activities for the three months ended November 30,
2020 and 2019 was $59,632 and $401,285, respectively. The net cash used in
investing activities for the three months ended November 30, 2020 was related to
the acquisition of plant and equipment and intangible assets. The net cash used
in investing activities for the three months ended November 30, 2019 was related
to the issuance of notes receivable.

Cash Provided by Financing Activities





Net cash provided by financing activities for the three months ended November
30, 2020 and 2019 was $932,561 and $175,502, respectively. The cash provided by
financing activities were related to the issuance of shares and convertible
notes, and advances from a shareholder and a director.



32






Results of Operations

Comparison for the three months ended November 30, 2020 and 2019





                                                        For the three months ended November 30,
                                                            2020                       2019
Revenue                                             $             22,863       $              1,667

Research and development expenses                               (146,971 )                        -
Sales and marketing expenses                                    (109,702 )                        -
General and administrative expenses                           (2,953,167 ) 

             (1,238,147 )
Loss from operations                                          (3,186,977 )               (1,236,480 )
Interest expenses                                                (15,446 )                  (14,959 )

Loss on change in fair value of convertible notes               (481,043 ) 

                      -
Other income                                                      21,292                     21,809
Loss before income tax                                        (3,662,174 )               (1,229,630 )

Income tax benefit (expense)                                       5,114   

                (20,000 )

Net loss                                            $         (3,657,060 )     $         (1,249,630 )




Revenue



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

We generated revenue of $22,863 and $1,667 for the three months ended November 30, 2020 and 2019, respectively.

Research and Development Expenses





Research and development expenses for the three months ended November 30, 2020
amounted to $146,971 which primarily represented the charges for R&D and
consulting work performed by third parties and salaries and benefits for those
employees engaged in research, design and development activities after our
acquisition of NPI in August 2020. We did not incur any R&D expenses for the
three months ended November 30, 2019.



Sales and Marketing Expenses



Sales and marketing expenses were $109,702 and $nil for the three months ended
November 30, 2020 and 2019, respectively. It consists of the advertising costs
amounted to $97,361 and the redeemable point liability charges of $12,341 after
our acquisition of NPI in August 2020.

General and Administrative Expenses


General and administrative expenses were $2,953,167 and $1,238,147 for the three
months ended November 30, 2020 and 2019, respectively. We recognized share-based
compensation to directors, employees and consultants of $2,159,260 and
$1,062,500 for the three months ended November 30, 2020 and 2019, respectively.
Besides, we incurred more payroll costs and other administrative expenses in
2020 after our acquisition of NPI in August 2020.



Other Income

Other income for the three months ended November 30, 2020 amounted to $21,292 as compared to $21,809 in the same quarter of prior year.





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Net Loss

Our net loss was $3,657,060 and $1,249,630 for the three months ended November 30, 2020 and 2019, respectively. The net loss was mainly derived from our general and administrative expenses.

Off-Balance Sheet Arrangements





As of November 30, 2020, we have no significant off-balance sheet arrangements
that have or are reasonably likely to have a current or future effect on our
financial condition, changes in our financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources that
are material to our stockholders.



Contractual Obligations

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

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