UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Rule 13a-16 or 15d-16 under

the Securities Exchange Act of 1934

For the month of ~~March~~June 3130, 2020

Commission File Number 333-98397

Lingo Media Corporation

(Translation of registrant's name into English)

151 Bloor Street West, Suite 703, Toronto, Ontario Canada M5S 1S4

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes ☐ No ☒

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-________________.

SIGNATURE

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

	LINGO MEDIA CORPORATION
Date: May 29, 2020	By:	/s/ Gali Bar-Ziv
Date: August 28, 2020	By:	/s/ “Gali Bar-Ziv”
		Gali Bar-Ziv President and CEO

LINGO MEDIA CORPORATION

Condensed Consolidated Interim Financial Statements

For the ~~three~~six-month period ended ~~March~~June 3130, 2020

LINGO MEDIA CORPORATION

Condensed Consolidated Interim Financial Statements

As at ~~March~~June 3130, 2020

NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS

The accompanying unaudited condensed consolidated interim financial statements of Lingo Media Corporation have been prepared by and are the responsibility of the Company's management. These unaudited condensed consolidated interim financial statements are prepared in accordance with International Financial Reporting Standards ("IFRS") and reflect Management’s best estimates and judgements based on information currently available. The Company's independent auditor has not performed a review of these financial statements in accordance with standards established for a review of interim financial statements by an entity's auditor.

LINGO MEDIA CORPORATION

Condensed Consolidated Interim Financial Statements

As at ~~March~~June 3130, 2020

Contents

Condensed Consolidated Interim Financial Statements	Page

Balance Sheets	4
Statements of Comprehensive Income	5
Statements of Changes in Equity	6
Statements of Cash Flows	7
Notes to the Financial Statements	8-19

LINGO MEDIA CORPORATION

Condensed Consolidated Interim Balance Sheets

As of ~~March~~June 3130, 2020 and December 31, 2019

(Unaudited, expressed in Canadian Dollars, unless otherwise stated)

	Notes		~~March~~June 3130, 2020			December 31, 2019
ASSETS
Current Assets
Cash			$	697,984		$	442,489
Cash and cash equivalents			$	1,127,418		$	442,489
Accounts and grants receivable		5~~,11~~		~~973~~983,~~127~~235			838,502
Prepaid and other receivables				~~114~~131,~~443~~795			121,603
				1,785,554			1,402,594
				2,242,448			1,402,594
Non-Current Assets
Property and equipment		6		3128,~~806~~332			35,215
Right- of-use assets		7		491,712			514,181
Right-of-use asset		7		469,242			514,181
TOTAL ASSETS			$	2,~~309~~740,~~072~~022		$	1,951,990
EQUITY AND LIABILITIES
Current Liabilities
Accounts payable			$	86143,~~932~~036		$	226,001
Accrued liabilities				~~321~~143,~~661~~531			191,993
Contract liability		8		~~173~~138,~~721~~499			192,958
Lease obligation		7		4538,~~716~~306			75,116
				628,030			686,068
				463,372			686,068
Non-Current Liabilities
Non-current Liabilities
Lease obligation		7		510,825			499,646
Loan payable		9		40,000			-
TOTAL LIABILITIES			$	1,138,855		$	1,185,714
Lease obligation		7		499,646			499,646
				539,646			499,646
TOTAL LIABILITIES			$	1,003,018		$	1,185,714
Equity
Share capital		910	$	21,914,722		$	21,914,722
Share-based payment reserve		1011		4,~~053~~062,~~893~~878			4,049,032
Accumulated other comprehensive income				(~~154~~221,~~533~~060	)		(319,994	)
Deficit				(24,~~643~~019,~~865~~536	)		(24,877,484	)
TOTAL EQUITY				1,~~170~~737,~~217~~004			766,276
TOTAL EQUITY AND LIABILITIES			$	2,~~309~~740,~~072~~022		$	1,951,990

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

These condensed consolidated interim financial statements are authorized for issue by the Board of Directors on ~~May~~August 28, ~~2019~~2020.

/s/ Gali Bar-Ziv		/s/ Jerry Grafstein
Director		Director

LINGO MEDIA CORPORATION

Condensed Consolidated Interim Statements of Comprehensive Income

For the three and six-~~months~~month ended ~~March~~June 3130, 2020, ~~2019~~ and ~~2018~~2019

(Unaudited, expressed in Canadian Dollars, unless otherwise stated)

	Notes		~~2020~~For the three months ended June 30			~~2019~~			~~2018~~For the six months ended June 30
Revenue		14,16	$	97,124		$	111,964		$	80,355
			2020			2019			2020			2019
Expenses
Revenue		15,17	$	977,389		$	895,205		$	1,074,513		$	1,007,169
Selling, general and administrative (recovery)		11,12		(356,207	)		277,003			310,965
Expenses
Direct costs				74,892			44,936			38,120
Selling, general and administrative expenses		13,19		109,596			153,914			(246,611	)		430,917
Development costs				49,998			57,721			257,434
Bad debt				-			-			32,386			-
Bad debt expense				32,386			-			-
Direct costs				44,449			29,486			119,341			74,422
Share-based payments				4,861			27,758			23,408
Development costs				48,230			46,972			98,228			104,693
Depreciation – right-of-use asset		7		22,469			-			-
Share-based payment		11		8,985			29,001			13,846			56,759
Depreciation – property and equipment		6		3,455			4,410			1,653
Depreciation – right-of-use asset		7		22,470			85,905			44,939			85,905
Total Expenses (Recovery)				(168,146	)		411,828			631,580
Depreciation – property and equipment		6		3,454			4,621			6,909			9,031
Income / (Loss) from Operations				265,270			(299,864	)		(551,225	)
Total Expenses				237,184			349,899			69,038			761,727
Net Finance Charges
Profit from Operations				740,205			545,306			1,005,475			245,442
Interest (income) expense				(20,954	)		4,231			14,952
Net Finance Charges
Foreign exchange (gain) loss				49,169			2,867			(29,341	)
Interest expense				13,033			20,316			(7,921	)		24,547
Profit / (Loss) Before Income Tax				237,055			(306,962	)		(536,836	)
Foreign exchange (gain) / loss				9,223			4,457			58,392			7,324
Income tax expense				3,436			7,560			7,257
Profit before Tax				717,949			520,553			955,004			213,571
Net Profit (Loss) for the Period				233,619			(314,522	)		(544,093	)
Income Tax Expense		12		93,620			89,882			97,056			97,442
Other Comprehensive Income
Net Profit / (Loss) for the Period				624,329			430,651			857,948			116,129
Exchange gain (loss) on translating foreign operations				165,461			(14,377	)		369
Other Comprehensive Income
Total Comprehensive Income (Loss)			$	399,080		$	(328,899	)	$	(543,724	)
Exchange differences on translating foreign operations gain / (loss)				(66,527	)		(12,509	)		98,934			(26,886	)
Earnings (Loss) per Share
Total Comprehensive Income / (Loss) Net of Tax			$	557,802		$	418,142		$	956,882		$	89,243
Basic			$	0.01		$	(0.00	)	$	(0.02	)
Earnings per Share
Diluted			$	0.01		$	(0.00	)	$	(0.02	)
Basic			$	0.02		$	0.01		$	0.02		$	0.00
Weighted Average Number of Common Shares Outstanding
Diluted			$	0.02		$	0.01		$	0.02		$	0.00
Basic				35,529,132			35,529,132			35,529,132
Weighted Average Number of Common Shares Outstanding
Diluted				35,529,132			35,529,132			35,529,132
Basic				35,529,132			35,529,132			35,529,132			35,529,132
Diluted				40,385,158			41,465,152			37,921,341			41,736,582

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

LINGO MEDIA CORPORATION

Condensed Consolidated Interim Statements of Changes in Equity

For the three and six-month ended ~~March~~June 3130, 2020 and 2019

(Unaudited, expressed in Canadian Dollars, unless otherwise stated)

	Issued Share Capital				Share- Based Reserves		Accumulated Other Comprehensive Income			Deficit			Total Equity
	No. of Shares		Amount
Balance as at January 1, 2019		35,529,192	$	21,914,722	$	3,955,167	$	(271,245	)	$	(25,040,050	)	$	558,594
Loss for the period		-		-		-		-			(314,522	)		(314,522	)
Income for the period		-		-		-		-			116,129			116,129
Other comprehensive loss		-		-		-		(14,377	)		-			(14,377	)
Other comprehensive gain		-		-		-		(26,886	)		-			(26,886	)
Share-based payments charged to operations		-		-		2756,~~758~~759		-			-			2756,~~758~~759
Balance as at March 31, 2019		35,529,192	$	21,914,722	$ $3,982,925		$	(285,622	)	$	(25,354,572	)	$	257,453
Balance as at June 30, 2019		35,529,192	$	21,914,722	$	4,011,926	$	(298,131	)	$	(24,923,921	)	$	704,596
Income for the period		-		-		-		-			~~477~~46,~~088~~437			~~477~~46,~~088~~437
Other comprehensive loss		-		-		-		(34,372	)		-			(34,372	)
Other comprehensive gain		-		-		-		(21,863	)		-			(21,863	)
Share-based payments charged to operations		-		-		6637,~~107~~106		-			-			6637,~~107~~106
Balance as at December 31, 2019		35,529,192	$	21,914,722	$	4,049,032	$	(319,994	)	$	(24,877,484	)	$	766,276
Income for the period		-		-		-		-			~~233~~857,~~619~~948			~~233~~857,~~619~~948
Other comprehensive income		-		-		-		165,461			-			165,461
Other comprehensive loss		-		-		-		98,934			-			98,934
Share-based payments charged to operations		-		-		413,~~861~~846		-			-			413,~~861~~846
Balance as at March 31, 2020		35,529,192	$	21,914,722	$	4,053,893	$	(154,533	)	$	(24,643,865	)	$	1,170,217
Balance as at June 30, 2020		35,529,192	$	21,914,722	$	4,062,878	$	(221,060	)	$	(24,019,536	)	$	1,737,004

No preference shares were issued at ~~March~~June 3130, 2020~~, December 31, 2019 and 2018~~.

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

LINGO MEDIA CORPORATION

Condensed Consolidated Interim Statements of Cash Flows

For the three and six-~~months~~month ended ~~March~~June 3130, 2020, ~~2019~~ and ~~2018~~2019

(Unaudited, expressed in Canadian Dollars, unless otherwise stated)

	2020			2019			2018
	For the three months ended June 30						For the six months ended June 30
CASH FLOWS FROM OPERATING ACTIVITIES
	2020			2019			2020			2019
Net Profit (Loss) for the Period	$	233,619		$	(314,522	)	$	(544,093	)
CASH FLOWS FROM OPERATING ACTIVITIES
Adjustments to Net Profit (Loss) for Non-Cash Items:
Income for the period	$	624,329		$	430,651		$	857,948		$	116,129
Share-based payment		4,861			27,758			23,408
Adjustments to Net Profit for Non-Cash Items:
Lease inducement		-			(2,903	)		-
Share-based payment		8,985			29,001			13,846			56,759
Unrealized foreign exchange (gain) loss		165,415			(14,363	)		(2,539	)
Unrealized foreign exchange gain		(88,496	)		(12,495	)		44,533			(26,858	)
Depreciation – right-of-use asset		22,469
Bad debt expense		-			-			32,386			-
Depreciation – property and equipment		3,455			4,410			1,653
Lease inducement		-			(2,904	)		-			(5,807	)
Operating Profit (Loss) Before Working Capital Changes		429,819			(299,620	)		(521,571	)
Depreciation – Property and equipment		25,924			90,526			51,848			94,936
Working Capital Adjustments:
Operating Income before Working Capital Changes		570,742			534,779			1,000,561			235,159
accounts and grants receivable		(134,625	)		(93,985	)		20,189
Working Capital Adjustments:
prepaid and other receivables		7,160			14,341			95,912
(Increase) in accounts and grants receivable		(10,108	)		(41,990	)		(144,733	)		(135,975	)
accounts payable		(139,069	)		(25,288	)		(73,549	)
(Increase)/decrease in prepaid and other receivables		(17,352	)		(13,252	)		(10,192	)		1,089
accrued liabilities		129,668			56,164			(19,318	)
Increase/(decrease) in accounts payable		56,103			(67,891	)		(82,966	)		(93,179	)
contract liability		(19,237	)		12,916			-
Increase/(decrease) in accrued liabilities		(178,130	)		77,533			(48,462	)		90,449
Cash Generated (Used in) from Operations		273,716			(335,472	)		(498,337	)
(decrease) in contract liability		(35,222	)		(98,209	)		(54,459	)		(42,045	)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash Generated from Operations		386,033			390,970			659,749			55,498
Purchase of property and equipment		-			(450	)		-
CASH FLOWS FROM INVESTING ACTIVITIES
Cash Used in investing activities		-			(450	)		-
Purchase of property and equipment		-			-			-			(450	)
CASH FLOWS FROM FINANCING ACTIVITIES
Net Cash Flows used in Investing Activities		-			-			-			(450	)
Payment of principal portion of lease obligation		(29,400	)		-			-
CASH FLOWS FROM FINANCING ACTIVITIES
Interest on lease obligation		11,179			-			-
(Decrease) in lease obligation		(7,410	)		(97,601	)		(36,810	)		(97,601	)
Proceeds from loans payable		-			166,612			250,000
Interest of lease obligation		10,811			-			21,990			-
Repayment of loans payable		-			-			-
Proceeds from loans		40,000			225,000			40,000			391,612
Cash Generated (Used in) from Financing Activities		(18,221	)		166,612			250,000
(Repayments) of loans payable		-			(391,612	)		-			(391,612	)
NET INCREASE (DECREASE) IN CASH		255,495			(169,310	)		(248,337	)
Cash Flows Generated from Financing Activities		43,401			(264,213	)		25,180			(97,601	)
Cash at the Beginning of the Period		442,489			233,843			327,434
NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS		429,434			126,757			684,929			(42,553	)
Cash at the End of the Period	$	697,984		$	64,533		$	79,097
Cash and Cash Equivalents, Beginning of the Period		697,984			64,533			442,489			233,843
Cash and Cash Equivalents, End of the Period	$	1,127,418		$	191,290		$	1,127,418		$	191,290

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

LINGO MEDIA CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the ~~three-month~~ period ended ~~March~~June 3130, 2020

(Unaudited - See Notice to Reader)

1. CORPORATE INFORMATION Lingo Media Corporation (~~Expressed~~“Lingo Media” or the “Company”) is a publicly listed company incorporated in ~~Canadian~~Canada ~~Dollars~~with limited liability under the legislation of the Province of Ontario and its shares are listed on the TSX Venture Exchange under the symbol “LM” and inter-listed on the OTC Markets under the symbol “LMDCF” and Frankfurt Stock Exchange under the symbol “LIMA”. The condensed consolidated interim financial statements of the Company as at and for the period ended June 30, ~~unless~~2020 ~~otherwise~~comprise ~~stated~~the Company and its wholly-owned subsidiaries: Lingo Learning Inc., ELL Technologies Ltd., Lingo Group Limited., ELL Technologies Limited, Vizualize Technologies Corporation, Speak2Me Inc., and Parlo Corporation (the “Group”). Lingo Media is an EdTech company that is ‘Changing the way the world learns languages’. The Group provides online and print-based solutions through its two distinct business units: ELL Technologies Ltd. (“ELL Technologies”) and Lingo Learning Inc. (“Lingo Learning”). ELL Technologies provides online training and assessment for language learning. Lingo Learning is a print-based publisher of English language learning school programs in China. The head office, principal address and registered office of the Company is located at 151 Bloor Street West, Suite 703, Toronto, Ontario, Canada, M5S 1S4.

1. CORPORATE INFORMATION

Lingo Media Corporation (“Lingo Media” or the “Company”) is a publicly listed company incorporated in Canada with limited liability under the legislation of the Province of Ontario and its shares are listed on the TSX Venture Exchange under the symbol “LM” and inter-listed on the OTC Markets under the symbol “LMDCF” and Frankfurt Stock Exchange under the symbol “LIMA”. The condensed consolidated interim financial statements of the Company as at and for the period ended March 31, 2020 comprise the Company and its wholly-owned subsidiaries: Lingo Learning Inc., ELL Technologies Ltd., Lingo Group Limited., ELL Technologies Limited, Vizualize Technologies Corporation, Speak2Me Inc., and Parlo Corporation (the “Group”).

Lingo Media is an EdTech company that is ‘Changing the way the world learns languages’. The Group provides online and print-based solutions through its two distinct business units: ELL Technologies Ltd. (“ELL Technologies”) and Lingo Learning Inc. (“Lingo Learning”). ELL Technologies provides online training and assessment for language learning. Lingo Learning is a print-based publisher of English language learning school programs in China.

The head office, principal address and registered office of the Company is located at 151 Bloor Street West, Suite 703, Toronto, Ontario, Canada, M5S 1S4.

2.	BASIS OF PREPRATION

2.1 Statement of compliance These condensed consolidated interim financial statements are unaudited and have been prepared in accordance with IAS 34 ‘Interim Financial Reporting’ (“IAS 34”) using accounting policies consistent with the International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and Interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”). The condensed consolidated interim financial statements for the period ended June 30, 2020 were approved and authorized by the Board of Directors on August 28, 2020.

2.2 Basis of measurement These condensed consolidated interim financial statements ~~are unaudited and~~ have been prepared inon ~~accordance~~the ~~with~~historical ~~IAS~~cost 34basis ~~‘Interim~~except ~~Financial~~as ~~Reporting’~~provided ~~(“IAS~~in ~~34”)~~Note ~~using~~4. ~~accounting~~The ~~policies~~comparative ~~consistent~~figures ~~with~~presented ~~the~~in ~~International~~these ~~Financial~~consolidated ~~Reporting~~financial ~~Standards~~statements ~~(“IFRS”)~~are ~~issued~~in byaccordance ~~the~~with ~~International Accounting Standards Board (“IASB”) and Interpretations of~~ the ~~International~~same ~~Financial~~accounting ~~Reporting Interpretations Committee (“IFRIC”)~~policies.

2.3 Basis of consolidation The condensed consolidated interim financial statements ~~for~~comprise the ~~period~~financial ~~ended~~statements ~~March~~of 31the Company and its wholly owned subsidiaries controlled by the Company (the “Group”) as at June 30, 2020. ~~were~~Control ~~approved~~exists when the Company is exposed to or has the rights to variable returns from its involvement with the entity and ~~authorized~~has bythe ability to affect these returns through its power over the ~~Board~~entity. Subsidiaries are fully consolidated from the date of ~~Directors~~acquisition, being the date on ~~May~~which 28the Group obtains control, ~~2020~~and continue to be consolidated until the date when such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. All inter-group balances, transactions, unrealized gains and losses resulting from inter-group transactions and dividends are eliminated in full.

2.2 Basis of measurement

These condensed consolidated interim financial statements have been prepared on the historical cost basis except as provided in note 4. The comparative figures presented in these consolidated financial statements are in accordance with the same accounting policies.

2.3 Basis of consolidation

The condensed consolidated interim financial statements comprise the financial statements of the Company and its wholly owned subsidiaries controlled by the Company (the “Group”) as at March 31, 2020. Control exists when the Company is exposed to or has the rights to variable returns from its involvement with the entity and has the ability to affect these returns through its power over the entity.

Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date when such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. All inter-group balances, transactions, unrealized gains and losses resulting from inter-group transactions and dividends are eliminated in full.

LINGO MEDIA CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the ~~three-month~~ period ended ~~March~~June 3130, 2020

(Unaudited - See Notice to Reader)

(Expressed in Canadian Dollars, unless otherwise stated)

2.	BASIS OF PREPRATION (Cont’d)

2.4 Functional and presentation currency The functional currency is the currency of the primary economic environment in which the entity operates and has been determined for each entity within the Group. These consolidated financial statements are presented in Canadian Dollars, which is the Company’s functional currency. The functional currency of ELL Technologies Limited and Lingo Group Limited are United States Dollar (“USD”). All other subsidiaries’ functional currency is Canadian Dollar (“CAD”). The functional currency determinations were conducted through an analysis of the consideration factors identified in IAS 21, “The Effects of Changes in Foreign Exchange Rates”.

~~The~~3. ~~functional~~SIGINFICANT ~~currency~~ACCOUTING isJUDGEMENTS, ~~the~~ESTIMATES ~~currency~~AND ASSUMPTIONS The preparation of the ~~primary~~Company’s ~~economic~~condensed ~~environment~~consolidated interim financial statements in ~~which~~conformity ~~the~~with ~~entity~~IFRS ~~operates~~requires management to make judgments, estimates and ~~has~~assumptions ~~been~~that ~~determined~~affect ~~for~~the ~~each~~application ~~entity~~of ~~within~~accounting policies, reported amounts of assets, liabilities and contingent liabilities, revenues and expenses at the ~~Group.~~date ~~These~~of the consolidated financial statements and during the reporting period. Estimates and assumptions are ~~presented~~continuously inevaluated ~~Canadian~~and ~~Dollars~~are based on management’s historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, actual outcomes can differ from these estimates. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the ~~Company’s~~revision ~~functional~~affects ~~currency.~~only ~~The~~that ~~functional~~period ~~currency~~or ofin ~~ELL~~the ~~Technologies~~period ~~Limited~~of the revision and ~~Lingo~~further ~~Group~~periods ~~Limited~~if ~~are~~the ~~United~~review ~~States~~affects ~~Dollar~~both ~~(“USD”)~~current and future periods. ~~All~~Information ~~other~~about ~~subsidiaries’~~critical ~~functional~~judgements ~~currency~~in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements is ~~Canadian~~included ~~Dollar~~in ~~(“CAD”).~~the following notes:

~~The~~● ~~functional~~Determination ~~currency determinations were conducted through an analysis~~ of ~~the~~functional ~~consideration factors identified in IAS 21, “The Effects of Changes in Foreign Exchange Rates”.~~currency

3.● ~~SIGINFICANT~~Determination ~~ACCOUTING~~of ~~JUDGEMENTS,~~expected ~~ESTIMATES~~credit ~~AND ASSUMPTIONS~~loss

~~The~~● ~~preparation~~Recognition of ~~the~~internally ~~Company’s~~developed condensed consolidated interim financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies, reported amounts of assets, liabilities and contingent liabilities, revenues and expenses at the date of the consolidated financial statements and during the reporting period.intangibles

~~Estimates~~● ~~and~~Recognition ~~assumptions are continuously evaluated and are based on management’s historical experience and other factors, including expectations~~ of ~~future~~government ~~events~~grant that are believed to be reasonable under the circumstances. However, actual outcomes can differ from these estimates. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and ~~further~~grant ~~periods if the review affects both current and future periods.~~receivable

~~Information~~● ~~about~~Recognition ~~critical~~of ~~judgements~~deferred intax ~~applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements is included in the following notes:~~assets

● Determination of functional currency ● Determination of expected credit loss ● Recognition of internally developed intangibles ● Recognition of government grant and grant receivable ● Recognition of deferred tax assets ● Valuation of share-based payments

4. SUMMARY OF SIGINFICANT ACCOUTING POLICIES The accounting policies applied by the Company in these Condensed Consolidated Interim Financial Statements are the same as those applied by the Company in its Consolidated Financial Statements for the year ended December 31, 2019.

~~The~~5. ~~accounting~~ACCOUNTS ~~policies~~AND ~~applied~~GRANTS byRECEIVABLE ~~the~~Accounts ~~Company~~and ingrants ~~these~~receivable ~~Condensed~~consist ~~Consolidated Interim Financial Statements are the same as those applied by the Company in its Consolidated Financial Statements for the year ended December 31, 2019.~~of:

	June 30, 2020		December 31, 2019
Trade receivable	$	983,235	$	816,226
Grants receivable		-		22,276
	$	983,235	$	838,502

LINGO MEDIA CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the ~~three-month~~ period ended ~~March~~June 3130, 2020

(Unaudited - See Notice to Reader)

5. ACCOUNTS AND GRANTS RECEIVABLE (~~Expressed~~Cont’d) inAs ~~Canadian~~at ~~Dollars~~June 30, ~~unless~~2020, ~~otherwise~~the ~~stated~~Company had accounts receivable of $169,002 (2019 - $209,934) greater than 30 days overdue and not impaired.

5. ACCOUNTS AND GRANTS RECEIVABLE

Accounts and grants receivable consist of:

	March 31, 2020		December 31, 2019
Trade receivable	$	918,127	$	816,226
Government grants receivable		55,000		22,276
	$	973,127	$	838,502

As at March 31, 2020, the Company had accounts receivable of $889,129 (2019 - $857,559) greater than 30 days overdue and not impaired.

6.	PROPERTY AND EQUIPMENT

	Computer and Office Equipment			Leasehold Improvements		Total
Cost, January 1, 2019	$	97,875		$	33,180	$	131,055
Effect of foreign exchange		(283	)		-		(283	)
Additions		450			-		450
Cost, March 31, 2019	$	98,042			33,180	$	131,222
Write off		(12,126	)		-		(12,126	)
Effect of foreign exchange		(~~1,088~~517	)		-		(~~1,088~~517	)
Cost, June 30, 2019	$	85,682			33,180	$	118,862
Effect of foreign exchange		(854	)		-		(854	)
Cost, December 31, 2019	$	84,828		$	33,180	$	118,008
Effect of foreign exchange		~~1,083~~614			-		~~1,083~~614
Cost, March 31, 2020	$	85,911		$	33,180	$	119,091
Cost, June 30, 2020	$	85,442		$	33,180	$	118,622
Accumulated depreciation, January 1, 2019	$	66,278		$	11,613	$	77,891
Charge for the period		13,~~507~~224			25,~~903~~807		49,~~410~~031
Effect of foreign exchange		(268	)		-		(268	)
Accumulated depreciation, March 31, 2019	$	67,517		$	14,516	$	82,033
Charge for the period		5,088			8,710		13,798
Write off		(12,126	)		-		(12,126	)
Effect of foreign exchange		(~~912~~489	)		-		(~~912~~489	)
Accumulated depreciation, June 30, 2019	$	56,887		$	17,420	$	74,307
Charge for the period		3,371			5,806		9,177
Effect of foreign exchange		(691	)		-		(691	)
Accumulated depreciation, December 31, 2019	$	59,567		$	23,226	$	82,793
Charge for the period		12,~~322~~643			24,~~133~~266		36,~~455~~909
Effect of foreign exchange		~~1,037~~588			-		~~1,037~~588
Accumulated depreciation, March 31, 2020	$	61,926		$	25,359	$	87,285
Accumulated depreciation, June 30, 2020	$	62,798		$	27,492	$	90,290
Net book value, January 1, 2019	$	31,597		$	21,567	$	53,164
Net book value, March 31, 2019	$	30,525		$	18,664	$	49,189
Net book value, December 31, 2019	$	25,261		$	9,954	$	35,215
Net book value, March 31, 2020	$	23,985		$	7,821	$	31,806
Net book value, June 30, 2020	$	22,644		$	5,688	$	28,332

7.	RIGHT-OF-USE ASSET The Company has one office facility under lease. The lease term is 5 years from 2016, with an option to renew the lease for another 5-year term after that date.

Non-cancellable lease rentals are payable as follows:

Less than 1 year	$	78,399
Between 1 and 5 years		-
	$	78,399

LINGO MEDIA CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the ~~three-month~~ period ended ~~March~~June 3130, 2020

(Unaudited - See Notice to Reader)

7. RIGHT-OF-USE ASSET (~~Expressed~~Cont’d) On adoption of IFRS 16, the Company recognized lease obligations in ~~Canadian~~relation ~~Dollars~~to leases which had previously been classified as ‘operating leases’ under the principles of IAS 17, ~~unless~~“Leases”. ~~otherwise~~These ~~stated)~~obligations were measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate as of January 1, 2019. The lessee’s incremental borrowing rate applied to the lease obligations on January 1, 2019 was 8%. For the period ended June 30, 2020, an accretion of $21,990 in carrying amount of lease liability was recorded because of the use of present value factor at initial measurement. For the period ended June 30, 2020, variable lease payments of $50,043 were recorded. The Company has equipment leases and an office lease in Beijing which it has determined are not recognized as right of use assets or lease liabilities as they are short-term and low dollar value. The Company’s lease obligation and movements therein during the period ended June 30, 2020:

7. RIGHT-OF-USE ASSET AND LEASE OBLIGATION

Lease Obligation
Lease obligation as of January 1, 2020	$	574,762
Accretion on lease liability		21,990
Lease payment		(58,800	)
Lease obligation at June 30, 2020	$	537,952

The Company has one office facility under lease. The lease term is 5 years from 2016, with an option to renew the lease for another 5-year term after that date.

Of which are:
Current lease obligations	$	38,306
Long-term lease obligations		499,646
	$	537,952

~~Non~~The Company’s right-~~cancellable~~of-use ~~lease~~assets ~~rentals~~and ~~are~~movements ~~payable~~therein asduring ~~follows~~the period ended June 30, 2020:

Less than 1 year	$	107,798
Office Lease
Between 1 and 5 years		-
Right-of-use assets at January 1, 2020	$	597,562
More than 5 years		-
Accumulated depreciation, January 1, 2020		(83,381	)
	$	107,798
Charge for the period		(44,939	)
Accumulated depreciation, June 30, 2020		(128,320	)
Right-of-use assets at June 30, 2020	$	469,242

On adoption of IFRS 16, the Company recognized lease obligations in relation to leases which had previously been classified as ‘operating leases’ under the principles of IAS 17, “Leases”. These obligations were measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate as of January 1, 2019. The lessee’s incremental borrowing rate applied to the lease obligations on January 1, 2019 was 8%.

For the period ended March 31, 2020, an accretion of $11,178 in carrying amount of lease liability was recorded because of the use of present value factor at initial measurement.

For the period ended March 31, 2020, variable lease payments of $25,022 were recorded.

The Company has equipment leases and an office lease in Beijing which it has determined are not recognized as right of use assets or lease liabilities as they are short-term and low dollar value.

The Company’s lease obligation and movements therein during the period ended March 31, 2020:

	Lease Obligation
Lease obligation as of January 1, 2020	$	574,762
Accretion on lease liability		11,178
Lease payment		(29,399	)
Lease obligation at March 31, 2020		556,541

Of which are:

Current lease obligations	$	45,716
Long-term lease obligations		510,825
	$	556,541

The Company’s right-of-use assets and movements therein during the period ended March 31, 2020:

	Office Lease
Right-of-use assets at January 1, 2020	$	514,181
Depreciation on right-of-use assets		(22,469	)
Right-of-use assets at March 31, 2020	$	491,712

LINGO MEDIA CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the ~~three-month~~ period ended ~~March~~June 3130, 2020

(Unaudited - See Notice to Reader)

~~(Expressed~~8. inCONTRACT ~~Canadian~~LIABILITIES ~~Dollars,~~The ~~unless~~following ~~otherwise~~table ~~stated)~~presents changes in the contract liabilities balance:

8. CONTRACT LIABILITIES

Balance, January 1, 2019	$	217,259
Amounts invoices and revenue deferred as at June 30, 2019		91,495
Recognition of deferred revenue included in the period		(133,540	)
Balance, June 30, 2019		175,214
Amounts invoices and revenue deferred as at December 31, 2019		110,284
Recognition of deferred revenue included in the period		(92,540	)
Balance, December 31, 2019	$	192,958
Amounts invoices and revenue deferred as at June 30, 2020		63,367
Recognition of deferred revenue included in period		(117,826	)
Balance, June 30, 2020	$	138.499

9. LOAN PAYABLE On April 15, 2020, the Company received a loan of $40,000 through Canadian Emergency Business Account Program (“CEBA Laon”), which provides financial relief for Canadian small business during the COVID-19 pandemic. The ~~following~~CEBA ~~table~~loan ~~presents~~has ~~changes~~an ininitial term date on December 31, 2020 (the ~~contract~~“Initial ~~liabilities~~Term Date”) and may be extended to December 31, 2025. The CEBA Loan is non-revovling, with an interest rate being 0% per annum prior to the initial Term Date. Repaying the balance: of the CDBA loan on or before December 31, 2022 will result in a loan forgiveness of $10,000.

Balance, January 1, 2019	$	217,259
Amounts invoices and revenue deferred as at March 31, 2019		86,633
Recognition of deferred revenue included in the adjusted balance at the beginning of the period		(73,717	)
Balance, March 31, 2019		230,175
Amounts invoices and revenue deferred as at December 31, 2019		115,146
Recognition of deferred revenue included in the adjusted balance at the beginning of the period		(152,363	)
Balance, December 31, 2019	$	192,958
Amounts invoices and revenue deferred as at March 31, 2020		37,569
Recognition of deferred revenue included in period		(56,806	)
Balance, March 31, 2020	$	173,721

10.

SHARE CAPITAL

Authorized

Unlimited number of preference shares with no par value

Unlimited number of common shares with no par value

911. SHARE-BASED ~~CAPITAL~~PAYMENTS In December 2017, the Company amended its stock option plan (the “2017 Plan”). The 2017 Plan was established to provide an incentive to management (officers), employees, directors and consultants of the Company and its subsidiaries. The maximum number of shares which may be reserved for issuance under the 2017 Plan is limited to 7,105,838 shares less the number of shares reserved for issuance pursuant to options granted under the 1996 Plan, the 2000 Plan, the 2005 Plan, the 2009 Plan and the 2011 Plan, provided that the Board of Directors of the Company has the right, from time to time, to increase such number subject to the approval of the relevant exchange on which the shares are listed and the approval of the shareholders of the Company. The maximum number of common shares that may be reserved for issuance to any one person under the 2017 Plan is 5% of the common shares outstanding at the time of the grant (calculated on a non-diluted basis) less the number of shares reserved for issuance to such person under any option to purchase common shares of the Company granted as a compensation or incentive mechanism.

Authorized

Unlimited number of preference shares with no par value

Unlimited number of common shares with no par value

10. SHARE-BASED PAYMENT RESERVE

In December 2017, the Company amended its stock option plan (the “2017 Plan”). The 2017 Plan was established to provide an incentive to management (officers), employees, directors and consultants of the Company and its subsidiaries. The maximum number of shares which may be reserved for issuance under the 2017 Plan is limited to 7,105,838 common shares less the number of shares reserved for issuance pursuant to options granted under the 1996 Plan, the 2000 Plan, the 2005 Plan, the 2009 Plan and the 2011 Pan, provided that the Board of Directors of the Company has the right, from time to time, to increase such number subject to the approval of the relevant exchange on which the shares are listed and the approval of the shareholders of the Company.

The maximum number of common shares that may be reserved for issuance to any one person under the 2017 Plan is 5% of the common shares outstanding at the time of the grant (calculated on a non-diluted basis) less the number of shares reserved for issuance to such person under any option to purchase common shares of the Company granted as a compensation or incentive mechanism.

The exercise price of each option cannot be less than the market price of the shares on the day immediately preceding the day of the grant less any permitted discount. The exercise period of the options granted cannot exceed 10 years. Options granted under the 2017 Plan do not have any required vesting provisions. However, the Board of Directors of the Company may, from time to time, amend or revise the terms of the 2017 Plan or may terminate it at any time.

LINGO MEDIA CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the ~~three-month~~ period ended ~~March~~June 3130, 2020

(Unaudited - See Notice to Reader)

11. SHARE-BASED PAYMENTS (~~Expressed~~Cont’d) inThe ~~Canadian~~exercise ~~Dollars~~price of each option cannot be less than the market price of the shares on the day immediately preceding the day of the grant less any permitted discount. The exercise period of the options granted cannot exceed 10 years. Options granted under the 2017 Plan do not have any required vesting provisions. However, ~~unless~~the ~~otherwise~~Board ~~stated)~~of Directors of the Company may, from time to time, amend or revise the terms of the 2017 Plan or may terminate it at any time. The following summarizes the options outstanding:

10. SHARE-BASED PAYMENT RESERVE (Cont’d)

	Number of Options			Weighted Average Exercise Price		Warrant Remaining Contract Life (Yrs)
Outstanding as at January 1, 2019		6,804,000		$	0.18		2.26
Granted		1,050,000			0.08
Forfeited		(1,092,000	)		0.22
Outstanding as at June 30, 2019		6,762,000		$	0.13		2.03
Forfeited		(120,000	)		0.07
Outstanding as at December 31, 2019		6,642,000		$	0.13		1.52
Granted		450,000			0.05
Forfeited		(122,000	)		0.18
Outstanding as at June 30, 2020		6,970,000		$	0.12		1.13

The following summarizes the options outstanding:

Options exercisable as at June 30, 2019	5,162,002	$	0.14
Options exercisable as at December 31, 2019	6,504,500	$	0.19
Options exercisable as at June 30, 2020	6,662,505	$	0.13

	Number of Options			Weighted Average Exercise Price		Warrant Remaining Contract Life (Yrs)
Outstanding as at January 1, 2019		6,804,000		$	0.19		2. 26
Granted		1,200,000			0.07		2.85
Forfeited		(442,000	)		0.22		-
Outstanding as at March 31, 2019		7,562,000		$	0.13		2.17
Granted		1,720,000			0.08		2.14
Forfeited		(770,000	)		0.21		-
Outstanding as at December 31, 2019		6,642,000		$	0.13		2.26
Granted		450,000		$	0.05		2.85
Forfeited		(2,000	)	$	0.23		-
Outstanding as at March 31, 2020		7,090,005		$	0.12		1.37

The weighted average remaining contractual life for the stock options outstanding as at June 30, 2020 was 1.13 years (2019 – 2.03 years, 2018 – 2.51 years). The range of exercise prices for the stock options outstanding as at June 30, 2020 was $0.05 - $0.23 (2019 - $0.07 - $0.23, 2018 - $020 - $0.23). The weighted average grant-date fair value of options granted to management, employees, directors and consultants during period has been estimated at $0.0355 (2019 - $0.0453, 2018 - $0.0351) using the Black-Scholes option-pricing model. The estimated fair value of the options granted is expensed immediately.

Options exercisable as at March 31, 2019	4,852,000	$0.16
Options exercisable as at December 31, 2019	6,504,500	$0.19
Options exercisable as at March 31, 2020	6,590,000	$0.13

The vesting period on the options granted on February 4, 2020 is vested three months after grant date and vested quarterly.

The ~~weighted~~vesting ~~average~~periods ~~remaining~~on ~~contractual life for~~ the ~~stock~~ options ~~outstanding~~granted asin ~~at March 31, 2020 was 1.37 years (~~2019 ~~– 2.17 years, 2018 – 2.52 years). The range of exercise prices for the stock options outstanding as at March 31, 2020~~ was ~~$0.05~~three -months ~~$0.23~~after ~~(2019 - $0.07 - $0.23, 2018 - $0.20 - $0.23). The weighted average~~ grant- date ~~fair value of options granted to management, employees, directors~~ and ~~consultants~~vested ~~during the period has been estimated at $0~~quarterly.~~0355 (2019 - $0.0453, 2018 - $0.12) using the Black-Scholes option-pricing model.~~

The vesting period on the options granted on February 4, 2020 will be vested three months after grant date and will be vested quarterly.

The vesting periods on the options granted on February 4, 2019 was three months after grant date and vested quarterly. The options granted on December 20, 2018 are as follows, 25% vested immediately, the remaining vest quarterly over 9 months, commencing three months after grant date.

The pricing model assumes the weighted average risk free interest rates of 1.37% (2019 – 2.19%, 2018 – 1.39%) weighted average expected dividend yields of nil (2019 – nil, 2018 – nil), the weighted average expected common stock price volatility (based on historical trading) of 123% (2019 – 105%, 2018 – 97%), a forfeiture rate of 0% (2019 – 0%, 2018 – 0%), a weighted average stock price of $0.20 (2018 - $0.07, 2017 - $0.20), a weighted average exercise price of $0.05 (2019 - $0.07, 2018 - $0.21), and a weighted average expected life of 2.85 years (2019 – 2.85 years, 2018 – 3 years), which were estimated based on past experience with options and option contract specifics.

11. GOVERNMENT GRANTS

Included as a reduction of selling, general and administrative expenses are government grants of $55,000 (2019 - $56,331), relating to the Company's publishing and software projects. At the end of the period, $55,000 (March 31, 2019 - $55,000) is included in accounts and grants receivable.

LINGO MEDIA CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the ~~three-month~~ period ended ~~March~~June 3130, 2020

(Unaudited - See Notice to Reader)

~~(Expressed~~12. inTAX ~~Canadian~~EXPENSE ~~Dollars,~~Income ~~unless~~tax ~~otherwise~~expense ~~stated)~~is accrued upon recognition of revenue and is withheld at source on remittances from China.

1113. GOVERNMENT GRANTS AND SUBSIDY Government Grants Included as a reduction of selling, general and administrative expenses are government grants of $223,326 (~~Cont’d~~2019 - $119,638), relating to the Company's publishing and software projects. At the end of the period, $Nil (2019 - $110,000) is included in accounts and grants receivable. One government grant for the print-based ELL segment is repayable in the event that the segment’s annual net income for each of the previous two years exceeds 15% of revenue. During the year, the conditions for the repayment of grants did not arise and no liability was recorded. Ontario Interactive Digital Media Tax Credit

The ~~government~~Company received an approval and funding of its grant ~~for~~from the ~~print-based~~Province ~~ELL~~of ~~segment~~Ontario’s isOntario ~~repayable~~Interactive Digital Media Tax Credit (“OIDMTC”) in the ~~event~~amount ~~that~~of ~~the~~$904,940 ~~segment’s~~for ~~annual~~its ~~net~~investment ~~income~~in ~~for~~digital ~~each~~products ofin ~~the~~2016. ~~previous~~The ~~two~~OIDMTC ~~years~~is ~~exceeds~~a ~~15%~~one-time ofrefundable ~~revenue~~tax credit based on eligible Ontario labour expenditures, eligible marketing, and distribution expenditures claimed by a qualifying corporation with respect to interactive digital media products. ~~During~~The ~~the~~Ontario ~~year~~Creates Interactive Digital Media (“IDM”) Fund Concept Definition and Production programs provide content creators with funding for high quality, original interactive digital media content projects that make a positive contribution to the ~~conditions~~Ontario ~~for~~economy. The fund assesses innovative interactive media projects, including e-learning, that are deemed to contribute to education and learning through the ~~repayment~~application of ~~grants~~text, ~~did~~images, ~~not~~and ~~arise~~other ~~and~~multimedia. noThe ~~liability~~approval ~~was~~process ~~recorded~~involves a full audit of the product and processes.

12Canada Emergency Wage Subsidy The Canada Emergency Wage Subsidiy (“CEWS”) was announced on March 27, 2020. ~~ONTARIO~~Effective ~~INTERACTIVE~~April ~~DIGITAL~~11, ~~MEDIA~~2020, ~~TAX~~the ~~CREDIT~~CEWS came into force providng a wage subsidy to eligible Canadian employers to enable them to continue to pay their Canadian employees through their own payroll. Due to the negative impact of COVID-19, the Company applied CEWS and received $78,287 during the period as a reduction of General and Administrative Expense.

14. FINANCIAL INSTRUMENTS Fair values The ~~Company~~carrying ~~received~~value anof ~~approval~~cash and ~~funding~~accounts ofand ~~its~~grants ~~grant~~receivable, ~~from~~approximates their fair value due to the ~~Province~~liquidity of ~~Ontario’s~~these ~~Ontario~~instruments. ~~Interactive~~The ~~Digital~~carrying ~~Media~~values ~~Tax~~of ~~Credit~~accounts ~~(“OIDMTC”)~~payables inand accrued liabilities and loans payables approximate their fair value due to the ~~amount~~requirement ofto ~~$904,940~~extinguish the liabilities on demand or payable within a year. Financial risk management objectives and policies The ~~OIDMTC~~ isfinancial arisk ~~refundable~~arising ~~tax~~from the Company’s operations are currency risk, liquidity risk and credit ~~based~~risk. onThese ~~eligible Ontario~~risks ~~labour expenditures~~arise infrom ~~additional~~the tonormal ~~eligible~~course ~~marketing~~of operations and ~~distribution~~all ~~expenditures~~transactions ~~claimed~~undertaken byare to support the Group’s ability to continue as a ~~qualifying~~going ~~corporation~~concern. The risks associated with ~~respect~~these financial instruments and the policies on how to ~~interactive~~ ~~digital~~mitigate ~~media products.~~these risks are as follows:

The Ontario Creates Interactive Digital Media (“IDM”) Fund Concept Definition and Production programs provide content creators with funding for high quality, original interactive digital media content projects that make a positive contribution to the Ontario economy.

The fund assesses innovative interactive media projects, including e-learning, that are deemed to contribute to education and learning through the application of text, images, and other multimedia. The approval process involves a full audit of the product and processes.

13. FINANCIAL INSTRUMENTS

a. Fair values

The carrying value of cash and accounts and grants receivable, approximates their fair value due to the liquidity of these instruments. The carrying values of accounts payables and accrued liabilities and loans payables approximate their fair value due to the requirement to extinguish the liabilities on demand or payable within a year.

b. Financial risk management objectives and policies

The financial risk arising from the Company’s operations are currency risk, liquidity risk and credit risk. These risks arise from the normal course of operations and all transactions undertaken are to support the Group’s ability to continue as a going concern. The risks associated with these financial instruments and the policies on how to mitigate these risks are as follows:

(i) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s monetary assets and liabilities denominated in currencies other than the Canadian Dollar and the Company’s net investments in foreign subsidiaries.

The Company operates internationally and is exposed to foreign exchange risk as certain expenditures are denominated in non-Canadian Dollar currencies.

The Company has been exposed to this fluctuation and has not implemented a program against these foreign exchange fluctuations.

LINGO MEDIA CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the ~~three-month~~ period ended ~~March~~June 3130, 2020

(Unaudited - See Notice to Reader)

14. FINANCIAL INSTRUMENTS (~~Expressed~~Cont’d) inFinancial ~~Canadian~~risk ~~Dollars,~~management ~~unless~~objectives ~~otherwise~~and ~~stated~~policies (Cont’d)

13a. ~~FINANCIAL~~Foreign ~~INSTRUMENTS~~currency ~~(Cont~~risk Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company’ds exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s monetary assets and liabilities denominated in currencies other than the Canadian Dollar and the Company’s net investments in foreign subsidiaries. The Company operates internationally and is exposed to foreign exchange risk as certain expenditures are denominated in non-Canadian Dollar currencies. The Company has been exposed to this fluctuation and has not implemented a program against these foreign exchange fluctuations. A 10% strengthening of the US Dollar against the Canadian Dollar would have increased the net equity approximately by $76,990 (2019 - $59,513) due to reduction in the value of net liability balance. A 10% of weakening of the US Dollar against the Canadian Dollar at June 30, 2019 would have had the equal but opposite effect. The significant financial instruments of the Company, their carrying values and the exposure to other denominated monetary assets and liabilities, as of June 30, 2019 are as follows:

b. Financial risk management objectives and policies (Cont’d)

	US Denominated
	USD
Cash		575,657
Accounts receivable		686,842
Accounts payable		43,190

~~(i)~~b. ~~Foreign~~Liquidity ~~currency~~risk The Company manages its liquidity risk ~~(Cont~~by preparing and monitoring forecasts of cash expenditures to ensure that it will have sufficient liquidity to meet liabilities when due. The Company’d)s accounts payable and accrued liabilities generally have maturities of less than 90 days. At June 30, 2020, the Company had cash of $1,127,418, accounts and grants receivable of $983,235 and prepaid and other receivables of $131,795 to settle current liabilities of $463,372.

Ac. ~~10%~~Credit ~~strengthening~~risk ofCredit risk refers to the USrisk ~~Dollar~~that ~~against~~one ~~the~~party ~~Canadian~~to ~~Dollar~~a ~~would~~financial ~~have~~instrument ~~increased~~will ~~the~~cause ~~net~~a ~~equity~~financial ~~approximately~~loss for the counterparty by ~~$54,727~~failing ~~(2018~~to -discharge ~~$22,430)~~an ~~due~~obligation. The Company is primarily exposed to ~~reduction~~credit inrisk through accounts receivable. The maximum credit risk exposure is limited to the ~~value~~reported amounts of ~~net~~these ~~liability~~financial ~~balance~~assets. ACredit ~~10%~~risk ofis ~~weakening~~managed by ongoing review of the USamount ~~Dollar~~and ~~against~~aging ~~the~~of ~~Canadian~~accounts ~~Dollar~~receivable balances. As at ~~March~~June 3130, 2020 ~~would~~the ~~have~~Company ~~had~~has ~~the~~outstanding ~~equal~~receivables ~~but~~of ~~opposite~~$983,235 ~~effect~~(2019 - $1,049,433). ~~The~~New ~~significant~~impairment ~~financial~~requirements ~~instruments~~use ofan 'expected credit loss' ('ECL') model to recognize an allowance. Impairment is measured using a 12-month ECL method unless the ~~Company,~~credit ~~their~~risk ~~carrying~~on ~~values~~a ~~and~~financial instrument has increased significantly since initial recognition in which case the ~~exposure~~lifetime ECL method is adopted. For receivables, a simplified approach to ~~other~~measuring ~~denominated~~expected ~~monetary~~credit ~~assets~~losses ~~and~~using ~~liabilities,~~a aslifetime ofexpected ~~March~~loss 31allowance is available. The Company deposits its cash with high credit quality financial institutions, ~~2020~~with ~~are~~the asmajority ~~follows:~~deposited within Canadian Tier 1 Banks.

	March 31, 2020		March 31, 2019
	USD		USD
Cash		132,784		12,984
Accounts receivable		639,087		699,419
Accounts payable		45,794		66,249

(ii) Liquidity risk

The Company manages its liquidity risk by preparing and monitoring forecasts of cash expenditures to ensure that it will have sufficient liquidity to meet liabilities when due. The Company’s accounts payable and accrued liabilities generally have maturities of less than 90 days. At March 31, 2020, the Company had cash of $697,984 accounts and grants receivable of $973,127 and prepaid and other receivables of $114,443 to settle current liabilities of $628,029.

(iii) Credit risk

Credit risk refers to the risk that one party to a financial instrument will cause a financial loss for the counterparty by failing to discharge an obligation. The Company is primarily exposed to credit risk through accounts receivable. The maximum credit risk exposure is limited to the reported amounts of these financial assets. Credit risk is managed by ongoing review of the amount and aging of accounts receivable balances. As at March 31, 2020, the Company has outstanding receivables of $973,127 (2018 - $1,007,443). New impairment requirements use an 'expected credit loss' ('ECL') model to recognize an allowance. Impairment is measured using a 12-month ECL method unless the credit risk on a financial instrument has increased significantly since initial recognition in which case the lifetime ECL method is adopted. For receivables, a simplified approach to measuring expected credit losses using a lifetime expected loss allowance is available. The Company deposits its cash with high credit quality financial institutions, with the majority deposited within Canadian Tier 1 Banks.

14. MAJOR CUSTOMER

The Company had sales to a major customer in the period ended in March 31, 2020 and March 31, 2019, a government agency of the People’s Republic of China. The total percentage of sales to this customer during the period was 27% (2019 – 28%, 2018 – 56%) and the total percentage of accounts receivable at March 31, 2020 was 94% (2019 – 86%, 2018 – 89%).

LINGO MEDIA CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the ~~three-month~~ period ended ~~March~~June 3130, 2020

(Unaudited - See Notice to Reader)

~~(Expressed~~15. MAJOR CUSTOMER The Company had sales to a major customer in ~~Canadian~~the ~~Dollars~~period ended in June 30, ~~unless~~2020 ~~otherwise~~and ~~stated~~June 30, 2019, a government agency of the People’s Republic of China. The total percentage of sales to this customer during the period was 83% (2019 – 96%) and the total percentage of accounts receivable at June 30, 2020 was 95% (2019 – 93%).

1516. CAPITAL MANAGEMENT The Company’s primary objectives when managing capital are to (a) safeguard the Company’s ability to develop, market, distribute and sell English language learning products, and (b) provide a sound capital structure for raising capital at a reasonable cost for the funding of ongoing development of its products and new growth initiatives. The Board of Directors does not establish quantitative capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business. The Company includes equity, comprised of issued share capital, warrants, share-based payments reserve and deficit, in the definition of capital. The Company is dependent on cash flow from co-publishing and distribution agreements and external financing to fund its activities. In order to carry out planned development of its products and pay for administrative costs, the Company will spend its existing working capital and raise additional amounts as needed. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There has been no change to the Company’s capital management from the approach used in 2020 or 2019.

17. SEGMENTED INFORMATION The Company’s ~~primary~~operates ~~objectives~~two ~~when~~distinct ~~managing~~reportable ~~capital~~business ~~are~~segments toas ~~(a)~~follows: ~~safeguard~~License ~~the~~of ~~Company’s~~intellectual ~~ability~~property: toLingo ~~develop,~~Learning ~~market,~~is ~~distribute~~a ~~and~~print-based ~~sell~~publisher of English language learning ~~products,~~textbook ~~and~~programs ~~(b)~~in ~~provide~~China. aIt ~~sound~~earns ~~capital~~significantly ~~structure~~higher ~~for~~royalties ~~raising~~from ~~capital~~Licensing atSales acompared ~~reasonable~~to ~~cost~~Finished ~~for~~Product ~~the~~Sales. ~~funding~~Online ofand ~~ongoing~~Offline ~~development~~Language ofLearning: ~~its~~ELL ~~products~~Technologies ~~and~~is ~~new~~a ~~growth~~global ~~initiatives~~web-based educational technology (“EdTech”) language learning, training, and assessment company. The ~~Board~~Company ofprovides ~~Directors~~the ~~does~~right ~~not~~to ~~establish~~access ~~quantitative~~hosted ~~capital~~software ~~criteria~~over ~~for~~a ~~management,~~contract ~~but~~term ~~rather~~without ~~relies~~the oncustomer ~~the~~taking ~~expertise~~possession of the software. The Company’s ~~management~~also provides offline licenses for the right to ~~sustain~~use ~~future~~perpetual ~~development~~language-learning. ofTransactions between operating segments and reporting segment are recorded at the ~~business~~exchange amount and eliminated upon consolidation. Segmented Information (Before Other Financial Items Below)

The Company includes equity, comprised of issued share capital, warrants, share-based payments reserve and deficit, in the definition of capital. The Company is dependent on cash flow from co-publishing and distribution agreements and external financing to fund its activities. In order to carry out planned development of its products and pay for administrative costs, the Company will spend its existing working capital and raise additional amounts as needed. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There has been no change to the Company’s capital management from the approach used in 2020 or 2019.

June 30, 2020

Online English
Language Learning

Print-Based
English Language
Learning

Head Office

Total

Segmented assets

2,242,498

2,442,338

55,186

2,740,022

Segmented liabilities

194,497

674,104

134,417

1,003,018

Segmented revenue - online

171,603

Segmented revenue - royalty

5,998

896,912

902,910

Segmented direct costs

59,322

60,019

119,341

Segmented selling, general & administrative

(576,562

)

32,948

297,003

(246,611

)

Segmented profit / (loss)

562,808

656,749

(297,292

)

922,265

16. SEGMENTED INFORMATION AND REVENUE

The Company operates two distinct reportable business segments as follows:

License of intellectual property: Lingo Learning is a print-based publisher of English language learning textbook programs in China. It earns significantly higher royalties from Licensing Sales compared to Finished Product Sales.

Online and Offline Language Learning: ELL Technologies is a global web-based educational technology (“EdTech”) language learning, training, and assessment company. The Company provides the right to access to hosted software over a contract term without the customer taking possession of the software. The Company also provides offline licenses for the right to use perpetual language-learning.

Transactions between operating segments and reporting segment are recorded at the exchange amount and eliminated upon consolidation.

Segmented Information (Before Other Financial Items Below)

March 31, 2020	Online English Language Learning			Print-Based English Language Learning			Head Office			Total
Segmented assets	$	483,281		$	1,758,244		$	67,547		$	2,309,072
Segmented liabilities		368,896			625,325			144,634			1,138,855
Segmented revenue - online		70,962			-			-			70,962
Segmented revenue - royalty		89			26,073			-			26,162
Segmented direct costs		39,278			35,614			-			74,892
Segmented selling, general & administrative expense		(603,902	)		91,102			156,593			(356,207	)
Segmented other expense		897			28,319			144			29,360
Segmented profit (loss)		552,394			(128,961	)		(156,738	)		266,695

LINGO MEDIA CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the ~~three-month~~ period ended ~~March~~June 3130, 2020

(Unaudited - See Notice to Reader)

~~(Expressed~~17. inSEGMENTED ~~Canadian~~INFORMATION ~~Dollars, unless otherwise stated~~(Cont’d)

16. SEGMENTED INFORMATION AND REVENUE (Cont’d)

June 30, 2019	Online English Language Learning			Print-Based English Language Learning		Head Office			Total
Segmented assets	$	117,687		$	1,576,836	$	41,755		$	1,736,275
Segmented liabilities		218,457			475,622		337,603			1,031,682
Segmented revenue - online		145,380			-		-			145,380
Segmented revenue - royalty		3,802			857,988		-			861,790
Segmented direct costs		30,215			44,206		-			74,422
Segmented selling, general & administrative		78,762			90,778		261,377			430,917
Segmented profit / (loss)		(80,930	)		547,423		(261,734	)		204,759

March 31, 2019	Online English Language Learning			Print-Based English Language Learning			Head Office			Total
June 30, 2018	Online English Language Learning			Print-Based English Language Learning			Head Office			Total
Segmented assets	$	~~166~~175,~~183~~619		$	~~991~~1,~~858~~154,500		$	5095,~~322~~571		$	1,~~208~~425,~~363~~690
Segmented liabilities		~~326~~90,~~088~~617			~~176~~126,~~976~~457			~~447~~648,~~846~~040			~~950~~864,~~910~~114
Segmented revenue - online		80159,~~296~~605			-			-			80159,~~296~~605
Segmented revenue - royalty		207			31,461			-			31,668
Segmented revenue -roaylty		2,771			878,138			-			880,909
Segmented direct costs		2351,~~005~~032			2142,~~931~~174			-			4493,~~936~~206
Segmented selling, general & administrative expense		58,525			99,964			118,515			277,003
Segmented selling, general & administrative		153,703			61,864			409,056			624,624
Segmented other expense		2,843			8,948			179			11,970
Segmented profit / (loss)		(242,295	)		632,952			(409,502	)		(18,845	)
Segmented loss		(61,589	)		(99,383	)		(118,694	)		(279,666	)

March 31, 2018	Online English Language Learning			Print-Based English Language Learning			Head Office			Total
Other Financial Items	2020			2019			2018
Segmented assets	$	112,925		$	954,906		$	100,176		$	1,168,007
Online English Language Learning segmented income (loss)	$	562,808		$	(80,930	)	$	(242,295	)
Segmented liabilities		103,105			161,060			870,403			1,134,568
Print-Based English Language Learning segmented income (loss)		656,749			547,423			632,952
Segmented revenue		35,612			44,743			-			80,355
Head office		(297,292	)		(261,734	)		(409,502	)
Segmented direct costs		17,250			20,870			-			38,120
Foreign exchange		(58,392	)		(7,324	)		63,956
Segmented selling, general & administrative expense		87,407			39,478			184,080			310,965
Interest income (expense)		7,921			(24,547	)		(38,924	)
Segmented other expense		430			8,257			223			8,910
Share-based payment		(13,846	)		(56,759	)		(73,071	)
Segmented loss		(326,909	)		(23,862	)		(184,302	)		(535,073	)
Other comprehensive income (loss)		98,934			(26,886	)		636
Total Comprehensive Income (Loss)	$	956,882		$	89,243		$	(66,249	)

Other Financial Items	2020			2019			2018
Online English Language Learning segmented income (loss)	$	552,394		$	(61,589	)	$	(326,909	)
Print-Based English Language Learning segmented income (loss)		(128,961	)		(99,383	)		(23,862	)
Head office		(156,738	)		(118,694	)		(184,302	)
Foreign exchange		(49,169	)		(2,867	)		29,341
Interest income (expense)		20,954			(4,231	)		(14,952	)
Share-based payment		(4,861	)		(27,758	)		(23,408	)
Other comprehensive income (loss)		165,461			(14,377	)		369
Total Comprehensive Income (Loss)	$	399,080		$	(328,899	)	$	(543,723	)

LINGO MEDIA CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the ~~three-month~~ period ended ~~March~~June 3130, 2020

(Unaudited - See Notice to Reader)

~~(Expressed~~17. inSEGMENTED ~~Canadian~~INFORMATION ~~Dollars, unless otherwise stated~~(Cont’d)

16. SEGMENTED INFORMATION AND REVENUE (Cont’d)

Identifiable Non-Current Assets by Geographic Region

	2020		2019		2018
Canada	$	522,979	$	48,585	$	28,415
China		538		604		647
	$	523,518	$	49,189	$	29,062

Revenue by Geographic Region

2020

2019

2018

Latin America

58194,~~296~~053

6687,~~118~~370

17112,~~759~~458

China

27861,~~221~~747

34894,~~162~~643

54898,~~495~~155

Other

1118,~~607~~713

1125,~~684~~156

829,~~101~~901

971,~~124~~074,513

~~111~~1,~~964~~007,169

801,~~355~~040,514

~~17.~~Identifiable ~~SUPPLEMENTAL~~Non-Current ~~CASH~~Assets ~~FLOW~~by ~~INFORMATION~~Geographic Region

	2020		2019		2018
Income taxes and other taxes paid	$	3,436	$	7,560	$	7,257
Canada	$	497,065	$	394,501	$	1,422,058
Interest paid	$	14,530	$	2,955	$	893
China		510		604		3,632
Interest received	$	35,485	$	-	$	-
	$	497,575	$	395,105	$	1,425,690

18. ~~RELATED~~SUPPLEMENTAL ~~PARTY~~CASH ~~BALANCES~~FLOW ~~AND TRANSACTIONS~~INFORMATION

During the period, the Company had the following transactions with related parties, made in the normal course of operations, and accounted for at an amount of consideration established and agreed to by the Company and related parties.

	2020		2019		2018
Income taxes and other taxes paid	$	97,056	$	97,442	$	143,916
Interest paid		27,564		24,547		38,924
Interest received		35,485		-		-

~~(a)~~19. ~~The~~RELATED ~~Company~~PARTY ~~charged~~BALANCES ~~$5,100~~AND ~~(2019~~TRANSACTIONS -During ~~$84~~the period,~~442,~~ ~~2018~~the -Company ~~$165,726)~~had to the ~~corporations~~following transactions with ~~director~~related orparties, ~~officer~~made in ~~common~~the ~~for~~normal ~~rent,~~course ~~administration~~of operations, ~~office~~and ~~charges~~accounted for at an amount of consideration established and ~~telecommunications~~agreed to by the Company and related parties.

(ba) ~~Key~~For ~~management~~the ~~compensation~~six-month ~~was~~period ~~$132,266~~ended ~~(2019~~June ~~- $78~~30,~~000,~~ ~~2018 – $78~~2020,~~000)~~ ~~and is reflected as consulting fees paid to corporations owned by a director and officers of~~ the Company, ofcharged ~~which~~ $307,~~766~~500 (2019 - $7855,~~000~~997) ofto the ~~management~~corporations ~~compensation~~with isdirector ~~included~~or officer in ~~accrued~~common ~~liabilities~~for rent, administration, office charges and telecommunications.

~~19.~~(b) ~~SUBSEQUENT~~Key ~~EVENT~~management compensation for the six-month period ended June 30, 2020 was $159,000 (2019 – $159,000) and is reflected as consulting fees paid to corporations owned by a director and officers of the Company, of which $Nil (2019 - $132,500) is unpaid and included accrued liabilities.

20. COVID 19 Since December 31, 2019, the outbreak of the novel strain of coronavirus, specifically identified as “COVID-19,” has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions.

LINGO MEDIA CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the ~~three-month~~ period ended ~~March~~June 3130, 2020

(Unaudited - See Notice to Reader)

20. COVID 19(~~Expressed~~Cont’d) The extent to which COVID-19 and any other pandemic or public health crisis impacts the Company’s business, affairs, operations, financial condition, liquidity, availability of credit and results of operations will depend on future developments that are highly uncertain and cannot be predicted with any meaningful precision, including new information which may emerge concerning the severity of the COVID-19 virus and the actions required to contain the COVID-19 virus or remedy its impact, among others. The duration and impact of the COVID-19 outbreak is unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company and its operating subsidiaries in ~~Canadian~~future ~~Dollars~~periods. Lingo Media has taken measures to protect its management, ~~unless~~employees ~~otherwise~~and ~~stated)~~contractors and has advised them to work from home and maintain a safe environment to ensure they are healthy and have minimal exposure to the risk of infection. In addition, the company is eligible and has applied for certain government subsidies, additional grants and interest-free loans, which will be reflected in the subsequent period financial statements. The Company has contacted all the parties it is working with to ensure they are all working in a safe environment. A number of such parties have had an impact on their operations and ability to collaborate, while, a large number have identified multiple new business opportunities due to COVID-19 and the stay at home order of students in many countries. Lingo Media is offering e-learning solutions which fit the challenges schools and universities are facing by providing online language learning solutions. In addition, the Company has designed a number of programs to ensure its clients can easily deploy its suite of products that are well suited for a quarantined environment.

19. SUBSEQUENT EVENT (CONT’D)

The extent to which COVID-19 and any other pandemic or public health crisis impacts the Company’s business, affairs, operations, financial condition, liquidity, availability of credit and results of operations will depend on future developments that are highly uncertain and cannot be predicted with any meaningful precision, including new information which may emerge concerning the severity of the COVID-19 virus and the actions required to contain the COVID-19 virus or remedy its impact, among others. The duration and impact of the COVID-19 outbreak is unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company and its operating subsidiaries in future periods.

Lingo Media has taken measures to protect its management, employees and contractors and has advised them to work from home and maintain a safe environment to ensure they are healthy and have minimal exposure to the risk of infection. In addition, the company is eligible and has applied for certain government subsidies, additional grants and interest-free loans, which will be reflected in the subsequent period financial statements.

The Company has contacted all the parties it is working with to ensure they are all working in a safe environment. A number of such parties have had an impact on their operations and ability to collaborate, while, a large number have identified multiple new business opportunities due to COVID-19 and the stay at home order of students in many countries. Lingo Media is offering e-learning solutions which fit the challenges schools and universities are facing by providing online language learning solutions. In addition, the Company has designed a number of programs to ensure its clients can easily deploy its suite of products that are well suited for a quarantined environment.

Filing Compare · LINGO MEDIA CORP