UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
SEC
File Number: 000-56159
CUSIP Number:
52168V100
NOTIFICATION
OF LATE FILING
(Check
one) ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR
For
Period Ended: August 31, 2021
☐
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Transition Report on Form 10-K
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☐
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Transition Report on Form 20-F
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☐
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Transition Report on Form 11-K
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☐
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Transition Report on Form 10-Q
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☐
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Transition Report on Form N-SAR
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For
the Transition Period Ended:
Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein.
If
the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:
PART
I — REGISTRANT INFORMATION
LEADER
CAPITAL HOLDINGS CORP.
Full
Name of Registrant
Former
Name if Applicable
Room
2708-09, Metropolis Tower, 10 Metropolis Drive
Address
of Principal Executive Office (Street and Number)
Hung
Hom, Hong Kong
City,
State and Zip Code
PART
II — RULES 12B-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate)
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(a)
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The
reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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☒
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(b)
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The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report
or transition report on Form 10-Q, or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the
fifth calendar day following the prescribed due date; and
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(c)
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The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART
III — NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not
be filed within the prescribed time period.
Leader
Capital Holdings Corp. (the “Company”) is unable, without unreasonable effort or expense, to file its Annual Report on Form
10-K for the fiscal year ended August 31, 2021 (the “2021 Annual Report”), within the prescribed time period. The Company
requires additional time to complete its financial statements as a result of continuing impairment testing of its goodwill, intellectual
property, and other intangible assets, which is a subjective process that takes into account both internal and external factors. Impairment
assessment requires the use of significant judgment with regard to estimates and assumptions surrounding future results of operations
and cash flows and required more times than initially projected. The Company anticipates that it will file its 2021 Annual Report, as
soon as possible and within the fifteen-day grace period provided by Rule 12b-25 of the Securities Exchange Act of 1934, as amended.
PART
IV — OTHER INFORMATION
(1)
Name and telephone number of person to contact in regard to this notification
Yi-Hsiu
Lin
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852
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3487
6378
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(Name)
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(Area
Code)
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(Telephone
Number)
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(2)
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period that the Registrant was required to file such report(s)
been filed? If answer is no, identify report(s). ☒ Yes ☐ No
(3)
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or portion thereof?
☒
Yes ☐ No
If
so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why
a reasonable estimate of the results cannot be made.
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, acquired all of
the issued and outstanding capital stock of Nice Products Inc., a company organized under the laws of the British Virgin Islands. As
a result of the acquisition, the Company believes the FinMaster application (the “FinMaster App”) can be launched
to the market in a timely and efficient manner and clients on this open platform could be served more effectively and satisfactorily.
Unfortunately, the Covid-19 has hit one of the primary target market heavily during the fiscal year and causing the delay of all
marketing and promotion of the FinMaster App.
The Company
has incurred significant operating losses. As of August 31, 2021 and 2020, the Company accumulated deficits were $21,945,752
and $11,307,575, respectively. The Company generated revenue of $95,214 and $6,667 for the fiscal years ended August 31, 2021
and 2020, respectively. The Company net losses were principally attributed to general and administrative expenses. These
results are still preliminary.
Cautionary
note regarding forward looking statements
This
filing contains forward-looking statements that involve risks and uncertainties within the meaning of and made in reliance on the
safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. These forward-looking statements are based on current information and expectations and include, but are not
necessarily limited to, statements about the Company’s ability to the 2021 Annual Report within the period prescribed under
Rule 12b-25, performance of FinMaster App, and expectations regarding the consolidated financial statements to be included
therein (including revenue performance).
While
these forward-looking statements are based upon information presently available to the Company and assumptions that it believes to be
reasonable, such forward-looking statements are inherently subject to risks and uncertainties, many of which are beyond the Company’s
control. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking
statements included in this filing are made only as of the date hereof. The Company does not undertake any obligation to update any such
statements or to publicly announce the results of any revisions to any of such statements to reflect future events or developments.
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Leader Capital Holdings Corp.
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(Name of Registrant as Specified in Charter)
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has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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Date
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November 30, 2021
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By
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/s/ Yi-Hsiu Lin
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Yi-Hsiu Lin
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President and Chief Executive officer
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