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. In the
future, the Company intends to generate additional revenue by developing a new,
more comprehensive mobile application, with similar functions as the JFB
platform, to offer to our clients 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, 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, JFB, NPI, the selling
shareholders of NPI identified therein (each a "Seller," and, collectively, the
"Sellers") and the representative of the Sellers identified therein. The
aggregate purchase price for the acquisition was $4,850,000, less certain
discounts, expenses and reductions for outstanding NPI debt owed to the Company
and/or its affiliates. The net purchase price for the acquisition was
$3,506,042, payable in 8,415,111 shares of the Company's common stock to the
Sellers in accordance with their respective pro rata percentage.
As a result of the acquisition, the Company now owns, indirectly through JFB,
100% of NPI. NPI, through its wholly-owned subsidiaries, LOC Weibo Co., Ltd. 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.
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We have incurred significant operating losses. As of February 28, 2021 and
August 31, 2020, our accumulated deficits were $17,534,982 and $11,307,575,
respectively. We generated revenue of $55,252 and $3,333 for the six months
ended February 28, 2021 and February 29, 2020, 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 $17,534,982 as of February 28, 2021. These conditions raise
substantial doubt about our ability to continue as a going concern. The ability
to continue as a going concern is dependent upon our profit generating
operations in the future and/or obtaining the necessary financing to meet our
obligations and repay our liabilities arising from normal business operations
when they become due.
We expect to finance our operations primarily through cash flows from
operations, loans from existing directors and shareholders and placements of
capital stock for additional funding. In the event that we require additional
funding to finance the growth of our current and expected future operations as
well as to achieve our strategic objectives, a shareholder has indicated the
intent and ability to provide additional financing. No assurance can be given
that any future financing, if needed, will be available or, if available, that
it will be on terms that are satisfactory to us. Even if we are able to obtain
additional financing, if needed, it may contain undue restrictions on its
operations, in the case of debt financing, or cause substantial dilution for its
stock holders, in the case of equity financing.
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. Our 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 six months ended
February 28, 2021 February 29, 2020
Net cash used in operating activities $ (1,711,187 ) $ (378,264 )
Net cash used in investing activities (59,632 ) (813,323 )
Net cash provided by financing activities 1,449,707 975,818
Cash and cash equivalents, beginning of period 432,087 447,562
Effects of exchange rate changes on cash and
cash equivalents 53,037 -
Cash and cash equivalents, end of period $ 164,012 $ 231,793
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Cash Used in Operating Activities
Net cash used in operating activities for the six months ended February 28, 2021
and February 29, 2020 was $1,711,187 and $378,264, 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 six months ended February 28, 2021
and February 29, 2020 was $59,632 and $813,323, respectively. The net cash used
in investing activities for the six months ended February 28, 2021 was related
to the acquisition of plant and equipment and intangible assets. The net cash
used in investing activities for the six months ended February 29, 2020 was
related to the issuance of notes receivable.
Cash Provided by Financing Activities
Net cash provided by financing activities for the six months ended February 28,
2021 and February 29, 2020 was $1,449,707 and $975,818, 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.
Results of Operations
Comparison for the six months ended February 28, 2021 and February 29, 2020
For the six months ended
February 28, 2021 February 29, 2020
Revenue $ 55,252 $ 3,333
Research and development expenses (304,565 ) -
Sales and marketing expenses (170,730 ) -
General and administrative expenses (5,477,927 ) (2,484,998 )
Loss from operations (5,897,970 ) (2,481,665 )
Interest expenses (32,403 ) (30,107 )
Loss on change in fair value of convertible notes (330,288 ) -
Other income 23,025 50,282
Loss before income tax (6,237,636 ) (2,461,490 )
Income tax benefit (expense) 10,229 (30,250 )
Net loss $ (6,227,407 ) $ (2,491,740 )
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 $55,252 and $3,333 for the six months ended February 28,
2021 and February 29, 2020, respectively.
Research and Development Expenses
Research and development expenses for the six months ended February 28, 2021
amounted to $304,565 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 six
months ended February 29, 2020.
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Sales and Marketing Expenses
Sales and marketing expenses were $170,730 and $nil for the six months ended
February 28, 2021 and February 29, 2020, respectively. It consists of the
advertising costs amounted to $143,828 and the redeemable point liability
charges of $26,902 after our acquisition of NPI in August 2020.
General and Administrative Expenses
General and administrative expenses were $5,477,927 and $2,484,998 for the six
months ended February 28, 2021 and February 29, 2020, respectively. We
recognized share-based compensation to directors, employees and consultants of
$3,459,593 and $2,125,000 for the six months ended February 28, 2021 and
February 29, 2020, respectively. Besides, we incurred more payroll costs and
other administrative expenses after our acquisition of NPI in August 2020. We
also incurred a fair value loss of $330,288 and $nil on our convertible
promissory notes. We elected to measure the convertible promissory notes in
their entirety at fair value with changes in fair value recognized as
non-operating income or loss at each balance sheet date.
Other Income
Other income for the six months ended February 28, 2021 amounted to $23,025 as
compared to $50,282 in the same period of prior year.
Net Loss
Our net loss was $6,227,407 and $2,491,740 for the six months ended February 28,
2021 and February 29, 2020, respectively. The net loss was mainly derived from
our general and administrative expenses.
Comparison for the three months ended February 28, 2021 and February 29, 2020
For the three months ended
February 28, 2021 February 29, 2020
Revenue $ 32,389 $ 1,666
Research and development expenses (157,594 ) -
Sales and marketing expenses (61,028 ) -
General and administrative expenses (2,524,760 ) (1,246,851 )
Loss from operations (2,710,993 ) (1,245,185 )
Interest expenses (16,957 ) (15,148 )
Gain on change in fair value of convertible notes 150,755 -
Other income 1,733 28,473
Loss before income tax (2,575,462 ) (1,231,860 )
Income tax benefit (expense) 5,115 (10,250 )
Net loss $ (2,570,347 ) $ (1,242,110 )
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 $32,389 and $1,666 for the three months ended February
28, 2021 and February 29, 2020, respectively.
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Research and Development Expenses
Research and development expenses for the three months ended February 28, 2021
amounted to $157,594 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 three
months ended February 29, 2020
Sales and Marketing Expenses
Sales and marketing expenses were $61,028 and $nil for the three months ended
February 28, 2021 and February 29, 2020, respectively. It consists of the
advertising costs amounted to $46,467 and the redeemable point liability charges
of $14,561 after our acquisition of NPI in August 2020.
General and Administrative Expenses
General and administrative expenses were $2,524,760 and $1,246,851 for the three
months ended February 28, 2021 and February 29, 2020, respectively. We
recognized share-based compensation to directors, employees and consultants of
$1,300,332 and $1,062,500 for the three months ended February 28, 2021 and
February 29, 2020, respectively. Besides, we incurred more payroll costs and
other administrative expenses in 2020 after our acquisition of NPI in August
2020. We also incurred a fair value gain of $150,755 and $nil on our convertible
promissory notes. We elected to measure the convertible promissory notes in
their entirety at fair value with changes in fair value recognized as
non-operating income or loss at each balance sheet date.
Other Income
Other income for the three months ended February 28, 2021 amounted to $1,733 as
compared to $28,473 in the same quarter of prior year.
Net Loss
Our net loss was $2,570,347 and $1,242,110 for the three months ended February
28, 2021 and February 29, 2020, respectively. The net loss was mainly derived
from our general and administrative expenses.
Off-Balance Sheet Arrangements
As of February 28, 2021, 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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