~~U.S.~~UNITED ~~SECURITIES~~STATES ~~AND EXCHANGE COMMISSION~~

~~Washington,~~SECURITIES ~~D.C.~~AND ~~20549~~EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended: ~~November~~May 3031, ~~2018~~2019

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

Commission file number: 000-27225

DigitalTown, Inc.

(Exact name of registrant as specified in its charter)

Minnesota		41-1427445
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
2155 112th Avenue NE, Bellevue, Washington		98004
506 - 477 Peace Portal Drive, Blaine, Washington		98230
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number: (425) 577-7766

~~Registrant’s~~Securities ~~telephone~~registered ~~number:~~under Section 12(~~512~~b) ~~806-7148~~of the Exchange Act:

~~Securities~~Title ~~registered~~of ~~under~~each ~~Section~~class 12TradingSymbol(gs) Name of ~~the~~each ~~Exchange~~exchangeon ~~Act:~~which registered N/A N/A N/A

Title of Each Class

Common Stock

Par Value $0.01 per share

Check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No

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

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

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

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

There were ~~141~~1,~~309~~403,~~787~~289,150 shares of the registrant’s common stock outstanding as of ~~January~~August 2516, 2019.

TABLE OF CONTENTS

PART I
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	~~F-1~~3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3
	Consolidated Balance Sheets	3
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	7
	Consolidated Statements of Operations	4
Item 4.	Controls and Procedures	7
	Consolidated Statement of Stockholders’ Equity (Deficit)	5
PART II
	Consolidated Statements of Cash Flows	6
Item 1.	Legal Proceedings	8
	Notes to Consolidated Financial Statements	7
Item 1A	Risk Factors	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	8
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 3.	Defaults Upon Senior Securities	8
Item 4.	Controls and Procedures
Item 4.	Mine Safety Disclosures	8
PART II - OTHER INFORMATION
Item 5.	Other Information	8
Item 1.	Legal Proceedings	35
Item 6.	Exhibits	8
Item 1A	Risk Factors	35
Signatures		9
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 3.	Defaults Upon Senior Securities	35
Item 4.	Mine Safety Disclosures	35
Item 5.	Other Information	35
Item 6.	Exhibits	36
Signatures		37

2 ~~Table of Contents~~

~~ITEM~~PART 1.I - FINANCIAL ~~STATEMENTS AND SUPPLEMENTAL DATA~~INFORMATION

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

ITEM 1. FINANCIAL STATEMENTS

~~F-1~~DIGITALTOWN, ~~Table~~INC. ofAND ~~Contents~~SUBSIDIARIES

~~CONSOLIDATED~~Condensed ~~BALANCE~~Consolidated ~~SHEETS~~Balance Sheets

	November 30,			February 28,
	May 31,			February 28,
	2018			2018
	2019			2019
	(Unaudited)
ASSETS
Current assets:
Cash	$	2534,~~577~~462		$	5815,~~712~~271
Accounts receivable, net		~~867~~-			1225,~~089~~343
Short term investment		10,000			10,000
Total current assets		34,462			40,614
Prepaid domain name renewal fees		19,541			77,977
Property and equipment, net		-			19,208
Prepaid expenses		-			3,103
Total assets	$	34,462		$	59,822
Total current assets		55,985			161,881
Property and equipment, net		21,823			22,433
Total assets	$	77,808		$	184,314
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	~~494~~485,~~743~~609		$	~~214~~551,~~700~~387
Accounts payable – related parties		-273,000			~~458~~213,~~125~~566
Deferred revenue		~~186~~136,305			~~170~~186,~~000~~305
Domain marketing development obligation		168,174			~~145~~168,~~906~~174
Interest payable		1753,~~116~~157			3446,~~783~~235
Accrued expenses		612,066			552,976
Accrued expenses - related parties		542,066			542,066
Notes payable - related parties		~~915~~1,025,200			~~105~~1,~~479~~025,200
Notes payable - third parties, net		-			30,548
Convertible notes payable - third parties, net		75,851			246,175
Convertible notes payable - related parties		110,000			468,493
Liabilities held for sale		1,631			12,828
Convertible notes payable - third parties, net		137,279			118,655
Total current liabilities		2,760,993			2,991,936
Total current liabilities		2,640,883			2,299,665
Commitments and contingencies
Stockholders’ equity (deficit):
Common stock, $0.01 par value, 2,000,000,000 shares authorized, 140,223,722 and 84,509,824 shares issued and outstanding at November 30, 2018 and February 28, 2018, respectively		1,402,237			845,098
Common stock, $0.01 par value, 2,000,000,000 shares authorized, 862,278,202 and 146,740,570 shares issued and outstanding at May 31, 2019 and February 28, 2019, respectively		8,622,782			1,467,406
Additional paid-in-capital		51,414,943			43,698,746
Preferred stock, $0.01 par value, 20,000,000 shares authorized, no shares issued and outstanding at May 31, 2019 and February 28, 2019, respectively		-			-
Stock payable		278,650			2,221,603
Additional paid-in-capital		44,714,451			51,411,971
Stock payable		784,729			478,650
Subscriptions receivable
Accumulated other comprehensive income		~~1,489~~(604	)		~~5,098~~(819	)
Accumulated deficit		(5556,~~660~~847,~~394~~889	)		(4856,~~885~~289,~~896~~322	)
Total stockholders’ equity (deficit)		(2,~~563~~726,~~075~~531	)		(2,~~115~~932,~~351~~114	)
Total liabilities and stockholders’ equity (deficit)	$	7734,~~808~~462		$	~~184~~59,~~314~~822

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

~~F-2~~3 Table of Contents

~~CONSOLIDATED~~DIGITALTOWN, ~~STATEMENTS~~INC. OFAND ~~OPERATIONS~~SUBSIDIARIES

	Three Months Ended November 30						Nine Months Ended November
	2018			2017			2018			2017
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Revenues	$	30,104		$	142,903		$	214,869		$	317,080
Cost of revenues		165,124			243,967			903,971			433,939
Gross profit (loss)		(135,020	)		(101,064	)		(689,102	)		(116,859	)
Operating expenses:
Selling, general and administrative expenses		1,533,301			1,297,525			4,320,204			4,532,490
Loss from operations		(1,668,321	)		(1,398,589	)		(5,009,306	)		(4,649,349	)
Other income (expense):
Interest expense		(117,519	)		(128,189	)		(791,338	)		(221,438	)
Loss on debt settlement		-			-			(48,037	)		-
Cryptocurrency losses		-			-			(925,817	)		-
Total other income (expense)		(117,519	)		(128,189	)		(1,765,192	)		(221,438	)
Loss before income taxes		(1,785,840	)		(1,526,778	)		(6,774,498	)		(4,870,787	)
Income tax provision					-						-
Net loss	$	(1,785,840	)	$	(1,526,778	)	$	(6,774,498	)	$	(4,870,787	)
Net loss per common share – basic and diluted	$	(0.01	)	$	(0.02	)	$	(0.06	)	$	(0.08	)
Weighted average common shares outstanding – basic and diluted		130,861,189			62,999,745			114,708,907			58,622,658

Consolidated Statements of Operations

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

	For the Three Months Ended May 31,
	2019			2018
	(Unaudited)			(Unaudited)

Revenues	$	50,000		$	21,925
Cost of revenues		306			407,052
Gross profit (loss)		49,694			(385,127	)

Operating expenses:
Selling, general and administrative expenses		342,374			1,175,444

Loss from operations		(292,680	)		(1,560,571	)

Other income (expense):
Loss on disposal of asset		(19,208	)		-
Interest expense		(246,679	)		(593,414	)
Total other income (expense)		(265,887	)		(593,414	)

Loss before income taxes		(558,567	)		(2,153,985	)
Income tax provision
Net loss from continuing operations, net of income taxes		(558,567	)		(2,153,985	)

Loss from discontinued operations		-			(102,157	)

Net loss	$	(558,567	)	$	(2,256,142	)

Net loss per common share – basic and diluted	$	(0.00	)	$	(0.03	)

Weighted average common shares outstanding – basic and diluted		289,973,493			86,876,957

~~F-3~~The ~~Table~~accompanying notes are an integral part of ~~Contents~~these consolidated financial statements.

~~CONSOLIDATED~~4 ~~STATEMENTS~~Table OFof ~~CASH FLOWS~~Contents

	For the Nine Months Ended November 31,
	2018			2017
CASH FLOWS FROM OPERATING ACTIVITIES	(Unaudited)			(Unaudited)
Net loss	$	(6,774,498	)	$	(4,870,787	)
Adjustments to reconcile net loss to net cash flows used in operating activities:
Loss on debt settlement		48,037			-
Loss on cryptocurrency sales		925,817			-
Depreciation and amortization		5,854			11,848
Debt discount amortization		740,272			154,699
Imputed interest		17,375			47,161
Stock based compensation		1,869,744			1,958,897
Changes in operating assets and liabilities:
Accounts receivable		11,222			13,963
Prepaid expenses		58,539			(349,470	)
Accounts payable		354,839			382,222
Accounts payable – related parties		307,075			(2,232	)
Accrued expenses		276,003			532,708
Net cash used in operating activities		(2,159,721	)		(2,120,991	)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for equipment		(5,244	)		(26,158	)
Cash received from sale of cryptocurrencies		718,181
Proceeds from Comencia Inc. acquisition		-			11,989
Net cash provided by (used) in investing activities		712,937			(14,169	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock		1,070,545			554,500
Borrowings from convertible debt		592,750			630,000
Borrowing on promissory notes		-			450,000
Payments on convertible debt		(206,037	)		-
Net cash provided by financing activities		1,417,258			1,634,500
Foreign currency translation adjustment		(3,609	)		8,437
Net change in cash and cash equivalents		(33,135	)		(492,223	)
Cash and cash equivalents, beginning of year		58,712			539,243
Cash and cash equivalents, end of period	$	25,577		$	47,020
Non-Cash Transactions:
Issuance of common stock for stock payable	$	1,828,200		$	2,540,420
Discount from warrants issued with debt		-			450,000
Beneficial conversion feature		518,001			383,115
Stock retired for domain purchase		3,000			-
Stock issued for AP conversions		61,703			-
Stock issued for debt conversions		1,129,007			-
Cryptocurrency issued for AP settlement		15,080			-
Stock issued for debt discount		8,010			-
Stock issued for finder’s fee		1,000			-
AP and accrued expenses converted into promissory notes - related party		915,200			-
Stock issued for cryptocurrency		1,659,000			-

DIGITALTOWN, INC. AND SUBSIDIARIES

~~The~~Consolidated ~~accompanying~~Statement ~~notes are an integral part~~ of ~~these~~Stockholders’ ~~consolidated~~Equity ~~financial statements.~~(Deficit)

~~F-4~~Three ~~Table~~Months ofEnded ~~Contents~~May 31, 2019

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

													Accumulated
							Additional						Other
	Common Stock						Paid-In			Stock			Comprehensive			Accumulated
	Shares			Amount			Capital			Payable			Loss			Deficit			Total
Balance as of February 28, 2018		84,509,824		$	845,098		$	43,698,746		$	2,221,603		$	5,098		$	(48,885,896	)	$	(2,115,351	)

Common stock issued for stock payable		9,783,548			97,835			1,730,365			(1,828,200	)		-			-			-
Common stock issued for cash		15,097,113			150,971			919,574			-			-			-			1,070,545
Common stock issued for cryptocurrency		11,385,590			113,856			1,545,144			-			-			-			1,659,000
Stock issued for conversion of third-party debt		8,933,740			89,337			82,208			-			-			-			171,545
Stock issued for conversion of accounts payable		252,500			2,525			16,675			42,500			-			-			61,700
Stock issued for conversion of related party debt		9,880,274			98,803			889,225			-			-			-			988,028
Stock issued for compensation		6,722,981			67,231			1,949,698			42,747			-			-			2,069,399
Stock issued for finder fee		100,000			1,000			(1,000	)		-			-			-			-
Stock issued for debt discount		90,000			900			7,110			-			-			-			8,010
Stock reclaimed for sale of domains		(15,000	)		(150	)		(2,850	)		-			-			-			(3,000	)
Contributed capital		-			-			20,000			-			-			-			20,000
Beneficial conversion feature		-			-			536,951			-			-			-			536,951
Imputed interest		-			-			20,125			-			-			-			20,125
Foreign currency translation adjustment		-			-			-			-			(5,917	)		-			(5,917	)
Net Loss		-			-			-			-			-			(7,403,426	)		(7,403,426	)
Balance as of February 28, 2019		146,740,570		$	1,467,406		$	51,411,971			478,650		$	(819	)	$	(56,289,322	)	$	(2,932,114	)

Stock issued for conversion of third-party debt		715,537,632			7,155,376			(6,745,293	)		-									410,083
Stock issued for conversion of accounts payable		-			-			-			84,687									84,687
Stock issued for compensation		-			-			-			221,392			-			-			221,392
Beneficial conversion feature		-			-			45,000			-			-			-			45,000
Imputed interest		-			-			2,773			-			-			-			2,773
Foreign currency translation adjustment		-			-			-			-			215			-			215
Net Loss		-			-			-			-			-			(558,567	)		(558,567	)
Balance as of May 31, 2019		862,278,202		$	8,622,782		$	44,714,451		$	784,729		$	(604	)	$	(56,847,889	)	$	(2,726,532	)

~~For~~The ~~the~~accompanying ~~Nine~~notes ~~Months~~are ~~Ended~~an ~~November~~integral ~~30,~~part ~~2018~~of ~~and~~these ~~2017~~consolidated financial statements.

~~Note~~5 1.Table ~~Basis~~ of ~~Presentation~~Contents

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

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

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

	For the Three Months Ended May 31,
	2019			2018
	(Unaudited)			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES

Net loss from discontinued operations		-		$	(102,157	)
Net loss from continuing operations	$	(558,567	)		(2,153,985	)
Adjustments to reconcile net loss to net cash flows used in operating activities:
Depreciation expense		-			1,842
Debt discount amortization		190,342			562,923
Loss on debt penalty		32,343			-
Imputed interest		2,773			12,125
Loss on disposal of fixed assets		19,208			-
Stock based compensation		221,392			436,406
Changes in operating assets and liabilities:
Accounts receivable		25,343			706
Prepaid expenses		-			24,762
Accounts payable		18,909			88,123
Accounts payable – related parties		59,434			428,407
Accrued expenses		(37,203	)		7,331
Domain marketing development obligation		-			46,963
Digital currencies		-			(15,882	)
Net cash used in operating activities		(26,024	)		(662,436	)

CASH FLOWS FROM INVESTING ACTIVITIES
Cash received from sale of digital currencies		-			98,656
Net cash provided by investing activities		-			98,656

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock		-			566,950
Borrowings on convertible notes		45,000			-
Payments on promissory note		-			(40,000	)
Net cash provided by financing activities		45,000			526,950

Foreign currency translation adjustment		215			(1,376	)

Net change in cash and cash equivalents		19,191			(38,206	)
Cash and cash equivalents, beginning of year		15,271			58,712
Cash and cash equivalents, end of year	$	34,462		$	20,506

Non-Cash Transactions:
Issuance of common stock for stock payable		-		$	1,828,200
Conversion of debt to common stock	$	410,083		$	1,067,528
Stock payable for accounts payable	$	84,687			-
Stock issued for digital currencies		-		$	1,659,000
Loss on digital currencies		-		$	196,070
Stock cancelled for sale of prepaid domains		-		$	3,000
Finders fee for stock issued		-		$	1,000
Beneficial conversion feature	$	45,000			-

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

~~The~~6 ~~Company~~Table ~~was founded in 1982 under the laws~~ of the State of Minnesota as Command Small Computer Learning Center, Inc., a computer training company and operated under several different names in the computer hardware and training sector. In 2005, the Company began acquiring domain names. On March 1, 2007, the Company changed its name to DigitalTown, Inc. and began developing a business plan to build a Platform as a Service (PaaS) that places people at the heart of Smart Cities. DigitalTown leverages Blockchain to harness the real power of a secure distributed internet in order to deliver a localized commerce platform capable of transacting in a multi-currency world. The Company’s headquarters are located in Bellevue, WA. The Company’s common stock is traded on the OTC Markets under the ticker symbol of DGTW.Contents

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

AtNotes November 30, 2018, the Company had an accumulated deficit of $55,660,394. The Company anticipates that growth from its operations, expected future proceeds from additional financing through the sale of its common stock or other equity-based securities, and additional sales and/or leases of existing domain names will be sufficient to ~~meet~~Consolidated ~~its~~Financial working capital and capital expenditure needs through at least February 28, 2019. In the event that the Company is unable to obtain additional capital in the future, the Company would reduce operating expenses or cease operations altogether.Statements

~~Principles~~May of31, ~~Consolidation~~2019

~~The~~Note ~~consolidated~~1. ~~financial~~Basis ~~statements include the accounts~~ of DigitalTown, Inc. and its wholly-owned subsidiaries and have been prepared by the Company in United States (U.S.) dollars and in accordance with accounting principles generally accepted in the United States, or GAAP. All material intercompany accounts and transactions have been eliminated in consolidation.Presentation

~~Reclassifications~~The accompanying unaudited consolidated financial information has been prepared by DigitalTown, Inc. (the “Company”) in accordance with accounting principles generally accepted in the United States of America (“U.S.”) (“U.S. GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (“SEC”). Accordingly, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of this financial information have been included. Financial results for the interim period presented are not necessarily indicative of the results that may be expected for the fiscal year as a whole or any other interim period. This financial information should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended February 28, 2019.

~~Certain~~The ~~prior~~Company’s ~~period~~fiscal ~~amounts~~year inend is the ~~consolidated~~last ~~statement~~day ofin ~~cash~~February. ~~flows~~Our ~~have been reclassified to conform to the~~ current ~~period~~fiscal ~~presentation.~~year ~~Proceeds~~ends ~~from~~on ~~related~~February ~~party~~29, ~~notes~~2020 ~~payable~~and ~~received~~we inrefer ~~the~~to ~~prior~~it ~~period~~as ~~have~~“fiscal ~~been~~2020”. ~~reclassified~~Last ~~from~~year, ~~the~~our ~~prior~~fiscal ~~period~~year ~~classification.~~ended ~~These~~on ~~reclassifications~~February ~~had~~28, no2019 ~~impact~~and onwe ~~previously~~refer ~~reported~~to ~~net~~this ~~income~~year oras ~~accumulated~~“fiscal ~~deficit for any year~~2019”.

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

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

FThe Company was founded in 1982 under the laws of the State of Minnesota as Command Small Computer Learning Center, Inc., a computer training company and operated under several different names in the computer hardware and training sector. In 2005, the Company began acquiring domain names. On March 1, 2007, the Company changed its name to DigitalTown, Inc. and began developing a business plan to develop a platform to monetize their domain names. DigitalTown currently provides turn-5key ~~Table~~hosted solutions to power a comprehensive platform for government entities, citizens and merchants. The easy to use platform helps city officials and local merchants manage a feature-rich Smart City for web and mobile devices and provides residents and visitors with access to Content, Community and Commerce. The Company’s headquarters are located in Blaine, WA. The Company’s common stock is traded on the OTC Markets under the ticker symbol of ~~Contents~~DGTW.

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

~~Accounts~~At ~~receivable~~May ~~arise~~31, ~~from~~2019, the ~~software~~Company ~~licensing~~had ofan ~~our~~accumulated ~~Rezserve~~deficit ~~subsidiary.~~of $56,847,889. The Company ~~evaluates~~anticipates ~~collectability~~that ofgrowth ~~accounts~~from ~~receivable~~its ~~based~~operations, onexpected afuture ~~combination~~proceeds offrom ~~factors~~additional ~~including~~financing through the ~~age~~sale of ~~the~~its ~~receivable~~common stock or aother ~~specific~~equity-based ~~customer’s~~securities, ~~inability~~and toadditional ~~meet~~sales ~~its~~and/or ~~financial~~leases ~~conditions.~~of Inexisting ~~these~~domain ~~circumstances,~~names ~~the~~will ~~Company~~be ~~records~~sufficient anto ~~allowance~~meet toits ~~reduce~~working ~~the~~capital ~~receivable~~and tocapital anexpenditure ~~amount~~needs itthrough ~~deems~~at ~~collectible~~least February 29, 2020. ~~The~~In ~~Company~~the ~~has~~event ~~recorded~~that anthe ~~allowance~~Company ~~for~~is ~~doubtful~~unable ~~accounts~~to asobtain ofadditional ~~November~~capital 30in the future, ~~2018~~the ~~and~~Company ~~February~~would ~~28,~~reduce ~~2018~~operating ofexpenses ~~$5,260~~or ~~and~~cease ~~$5,456,~~operations ~~respectively~~altogether.

~~Goodwill~~Principles ~~and~~of ~~Intangible Assets~~Consolidation

~~Goodwill~~The ~~represents~~consolidated ~~the~~financial ~~excess~~statements ofinclude ~~purchase~~the ~~price~~accounts ~~over~~of ~~the~~DigitalTown, ~~fair~~Inc. ~~value~~and ofits ~~net~~wholly-owned ~~tangible~~subsidiaries and ~~identifiable~~have ~~intangible~~been ~~assets~~prepared ~~related~~by tothe ~~completed~~Company ~~acquisitions.~~in ~~Goodwill~~United ~~has~~States an(U.S.) ~~indefinite~~dollars ~~life~~ and isin ~~not~~accordance ~~amortized~~with ~~but~~accounting ~~instead~~principles ~~tested~~generally ~~for~~accepted ~~impairment~~in ~~annually~~the United States, or ~~more~~GAAP. ~~frequently~~All ifmaterial ~~necessary~~intercompany accounts and transactions have been eliminated in consolidation.

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

WeCertain ~~evaluate~~prior ~~any~~period ~~goodwill~~amounts ~~and~~in ~~intangible~~the ~~assets~~consolidated ~~for~~statement anof ~~impairment~~cash onflows anhave ~~annual~~been ~~basis~~reclassified ~~each~~to ~~fiscal~~conform ~~year~~to ~~end.~~the Wecurrent ~~also~~period ~~evaluate~~presentation. ~~goodwill~~Proceeds ~~and~~from ~~intangible~~related ~~assets~~party ~~for~~notes ~~impairment~~payable ~~between~~received ~~annual~~in ~~tests if an event occurs or circumstances change that would more likely than not reduce~~ the ~~fair~~prior ~~value~~period ofhave ~~the~~been ~~goodwill~~reclassified ~~and~~from ~~intangible assets below~~ the ~~carrying~~prior ~~amounts~~period classification. ~~Based~~These ~~upon~~reclassifications ~~our~~had ~~review~~no ~~and~~impact ~~analysis,~~on wepreviously ~~deemed~~reported ~~all~~net ofincome ~~the~~or ~~goodwill~~accumulated ~~and~~deficit ~~intangible~~for ~~assets~~any ~~acquired in fiscal 2018 as fully impaired~~year. ~~Accordingly, we recognized an impairment expense of $1,721,760.~~

~~Revenue~~7 ~~Recognition~~Table of Contents

~~Effective~~Use ~~March 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales~~ of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 — Revenue Recognition. Under ASC 605, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured. There was no impact on the Company’s financial statements as a result of adopting Topic 606 for the nine months ended November 30, 2018 and the twelve months ended February 28, 2018.Estimates

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

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

~~The~~Accounts ~~Company~~receivable ~~primarily~~arise ~~recognizes~~from ~~revenue~~the ~~from~~software ~~sale~~licensing of ~~software~~our ~~licenses~~Rezserve ~~and~~subsidiary. ~~related~~The ~~development~~Company ~~services.~~evaluates ~~Software~~collectability ~~licensing~~of ~~and~~accounts ~~development~~receivable ~~revenue~~based ison ~~recognized~~a ascombination ~~invoiced~~of ~~and~~factors ~~over~~including the ~~course~~age of the ~~applicable~~receivable ~~agreements~~or a specific customer’s inability to meet its financial conditions. In these circumstances, the ~~event~~Company ~~projects~~records ~~have~~an ~~multiple~~allowance ~~project~~to ~~milestones,~~reduce ~~revenue~~the isreceivable ~~recognized~~to an amount it deems collectible. The Company has recorded an allowance for doubtful accounts as ~~milestones~~of ~~are~~May ~~achieved~~31, 2019 and ~~invoices~~February ~~are~~28, ~~submitted~~2019 ~~for~~of ~~payment~~$0 and $5,308, respectively.

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

~~F-6~~Goodwill ~~Table~~represents the excess of ~~Contents~~purchase price over the fair value of net tangible and identifiable intangible assets related to completed acquisitions. Goodwill has an indefinite life and is not amortized but instead tested for impairment annually, or more frequently if necessary.

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

~~Under~~We ~~Financial~~evaluate ~~Accounting~~any ~~Standards~~goodwill ~~Board~~and ~~(“FASB”)~~intangible ~~Accounting~~assets ~~Standards~~for ~~Codification~~an ~~(ASC)~~impairment ~~820-10-5,~~on ~~fair~~an ~~value~~annual isbasis ~~defined~~each asfiscal ~~the~~year ~~price~~end. ~~that~~We ~~would~~also beevaluate ~~received~~goodwill toand ~~sell~~intangible anassets ~~asset~~for orimpairment ~~paid~~between toannual ~~transfer~~tests aif ~~liability in~~ an ~~orderly~~event ~~transaction~~occurs ~~between~~or ~~market~~circumstances ~~participants~~change atthat ~~the~~would ~~measurement~~more ~~date~~likely ~~(an~~than ~~exit~~not ~~price).~~reduce ~~The~~the ~~standard outlines a valuation framework and creates a~~ fair value ~~hierarchy~~of ~~in order to increase~~ the ~~consistency~~goodwill and ~~comparability~~intangible ofassets ~~fair~~below ~~value measurements and~~ the ~~related~~carrying ~~disclosures~~amounts. ~~Under~~The ~~U.S.~~Company ~~GAAP,~~had ~~certain~~no ~~assets~~goodwill ~~and~~or ~~liabilities~~intangible ~~must~~assets bein ~~measured~~fiscal at2019 ~~fair~~or ~~value,~~in ~~and FASB ASC 820-10-50 details~~ the ~~disclosures~~first ~~that~~quarter ~~are~~of ~~required~~fiscal ~~for items measured at fair value~~2020.

AsRevenue of November 30, 2018 and February 28, 2018, the Company does not have any financial instruments that must be measured under the fair value standard. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows:Recognition

~~Level~~Effective March 1, -2018, ~~Inputs~~the ~~are~~Company ~~unadjusted~~adopted ~~quoted~~ASC ~~prices~~606 in— ~~active~~Revenue ~~markets~~from ~~for~~Contracts ~~identical~~with ~~assets~~Customers. orUnder ~~liabilities~~ASC ~~that~~606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 — Revenue Recognition. Under ASC 605, revenue is recognized when the ~~ability~~following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to ~~access~~a atcustomer or delivery has occurred; (3) the ~~measurement~~amount ~~date~~of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured.

~~Level~~There 2was -no ~~Inputs~~impact ~~include~~on ~~quoted~~the ~~prices~~Company’s ~~for~~financial ~~similar~~statements ~~assets~~as ~~and~~a ~~liabilities~~result inof ~~active~~adopting ~~markets,~~Topic ~~quoted~~606 ~~prices~~ for ~~identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for~~ the ~~asset~~twelve ormonths ~~liability~~ended ~~(e.g.,~~February ~~interest rates~~28, ~~yield curves, etc~~2019.~~), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).~~

~~Level~~The 3Company -recognizes ~~Unobservable~~revenue ~~inputs~~when ~~that reflect~~ the ~~Company’s~~following ~~assumptions~~five ~~about~~criteria ~~the~~have ~~assumptions~~been ~~that market participants would use in pricing the asset or liability.~~met:

~~There~~· ~~were~~Identify nothe ~~transfers~~contract ofwith ~~financial~~a ~~assets~~customer or· ~~liabilities~~Identify ~~between~~the ~~Level~~performance 1obligations ~~and~~in ~~Level~~the 2contract ~~inputs~~· ~~during~~Determine the ~~third~~transaction ~~quarter~~price of· ~~fiscal~~Allocate ~~2019~~the ortransaction price to each performance obligation in the ~~fiscal~~contract ~~year~~· ~~2018.~~Recognize revenue when each performance obligation is satisfied

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

The Company ~~considers~~may ~~all~~also ~~highly~~be ~~liquid~~merchant ~~investments~~of ~~with~~record ~~original~~for ~~maturity~~merchant oftransactions ~~three~~processed ~~months~~on orthe ~~less~~DigitalTown ~~when~~platform. ~~purchased~~When tothis behappens, ~~cash~~revenue ~~equivalents.~~is Asrecognized on the date of ~~November~~the ~~30,~~transaction. ~~2018~~The ~~and~~Company ~~February~~has ~~28,~~experience ~~2018~~in merchant transaction fraud mitigation. To the extent chargebacks become material, the Company ~~had~~will noimplement ~~cash~~a ~~equivalents~~formal practice for allowance for doubtful accounts.

~~Cash~~8 ~~Deposits~~Table ~~in Excess~~ of ~~Federally Insured Limits~~Contents

~~The~~Fair ~~Company~~Value maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. Accounts are insured by the Federal Deposit Insurance Company and currently have insurance coverage up to $250,000. At November 30, 2018 and February 28, 2018, the Company did not have any deposit accounts in excess of ~~federally~~Financial ~~insured limits.~~ Instruments

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

~~The~~As ~~annual~~of ~~domain~~May ~~name~~31, ~~renewal~~2019 ~~fees~~and ~~are~~February ~~currently~~28, ~~capitalized~~2019, in the ~~period~~Company ofdoes ~~renewal~~not ~~then~~have ~~amortized~~any ~~over~~financial ~~one~~instruments ~~year~~that must be measured under the fair value standard. ~~Only~~The Company’s financial assets and liabilities are measured using inputs from the ~~purchase~~three levels of ~~new~~the ~~domain~~fair ~~names~~value ~~is capitalized~~hierarchy. ~~See~~The ~~Note~~three 5levels ~~for~~are ~~further~~as ~~information.~~follows:

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

~~Property~~Level ~~and~~2 ~~equipment~~- ~~are~~Inputs ~~stated~~include atquoted ~~cost~~prices ~~and~~for ~~depreciated~~similar onassets aand ~~straight-line~~liabilities ~~basis~~in ~~over~~active ~~their estimated useful lives~~markets, ~~ranging~~quoted ~~from~~prices ~~three~~for toidentical ~~five~~or ~~years.~~similar ~~Leasehold~~assets ~~improvements are amortized over the shorter of the useful life~~ or ~~the~~liabilities ~~term~~in ofmarkets ~~the~~that ~~related~~are ~~lease.~~not ~~The~~active, ~~Company~~inputs ~~recorded~~other ~~$5,854~~than ~~and~~quoted ~~$3,970~~prices ofthat ~~depreciation~~are ~~expense~~observable for the ~~first~~asset ~~nine~~or ~~months~~liability of(e.g., ~~fiscal~~interest ~~years~~rates, ~~2019~~yield ~~and 2018~~curves, ~~respectively~~etc.), ~~Repairs~~ and ~~maintenance~~inputs ~~costs~~that are ~~expensed~~derived asprincipally ~~incurred;~~from ~~major renewals and improvements are capitalized. As items of property~~ or ~~equipment~~corroborated ~~are~~by ~~sold~~observable ormarket ~~retired,~~data ~~the~~by ~~related~~correlation ~~cost and accumulated depreciation are removed from the accounts and any gain~~ or ~~loss~~other ismeans ~~included~~(market incorroborated ~~operating income~~inputs). ~~See Note 4 for further information.~~

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

~~Deferred~~There ~~tax~~were ~~assets~~no ~~(net~~transfers of ~~any~~financial ~~valuation~~assets ~~allowance)~~or ~~and~~ liabilities ~~resulting~~between ~~from~~Level ~~temporary~~1 ~~differences, net operating loss carryforwards~~ and ~~tax~~Level ~~credit~~2 ~~carryforwards~~inputs ~~are~~during ~~recorded using an asset-and-liability method. Deferred taxes relating to temporary differences and loss carryforwards are measured using~~ the ~~tax~~first ~~rate~~quarter ~~expected~~of tofiscal be2020 ~~in effect when they are reversed~~ or ~~are realized. Valuation allowances are established when necessary to reduce deferred tax assets to~~ the ~~amount~~fiscal ~~expected~~year ~~to be ultimately realized~~2019. ~~The Company has recorded a full valuation allowance against the net deferred tax asset due to the uncertainty of realizing the related future benefits.~~

~~F-7~~Cash ~~Table of Contents~~Equivalents

The Company ~~accounts~~considers ~~for~~all ~~income~~highly ~~taxes~~liquid ~~pursuant~~investments towith ~~FASB~~original ~~guidance.~~maturity ~~This guidance prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement~~ of ~~tax~~three ~~positions~~months ~~taken~~ or ~~expected~~less towhen bepurchased ~~taken in a tax return. For those benefits~~ to be ~~recognized,~~cash ~~a tax position must be more likely than not to be sustained upon examination by taxing authorities~~equivalents. ~~The~~As ~~Company~~of ~~believes~~May ~~its income tax filing positions and deductions will be sustained upon examination and~~31, ~~accordingly,~~2019 ~~no reserves or related accruals for interest~~ and ~~penalties have been recorded at November 30, 2018 or~~ February 28, ~~2018. In accordance with the FASB guidance~~2019, the Company ~~has~~had ~~adopted~~no acash policy under which, if required to be recognized in the future, interest related to the underpayment of income taxes will be classified as a component of interest expense and any related penalties will be classified in operating expenses in the statements of operationsequivalents. ~~The Company has three open years of tax returns subject to examination.~~

~~Stock-Based~~Cash ~~Compensation,~~Deposits ~~Including~~in ~~Options~~Excess ~~and~~of ~~Warrants~~Federally Insured Limits

~~Use of equity for compensation is a material part of the Company’s near-term strategy.~~ The Company ~~recognizes~~maintains ~~the~~its ~~cost~~cash ofin ~~stock-based~~bank ~~compensation~~deposit ~~plans~~accounts ~~and~~which, ~~awards~~at intimes, ~~operations~~may onexceed afederally ~~straight-line~~insured ~~basis~~limits. ~~over~~Accounts ~~the~~are ~~respective~~insured ~~vesting~~by ~~period of~~ the ~~awards.~~Federal ~~The~~Deposit Insurance Company ~~measures~~ and ~~recognizes~~currently ~~compensation~~have ~~expense~~insurance ~~for~~coverage ~~all~~up ~~stock-based~~to ~~payment~~$250,000. ~~awards~~At ~~made~~May ~~to employees~~31, ~~directors,~~2019 ~~consultants~~ and ~~advisors.~~February ~~The~~28, ~~compensation~~2019, ~~expense for~~ the Company’s ~~stock-based~~did ~~payments~~not ishave ~~based~~any ondeposit ~~estimated~~accounts ~~fair~~in ~~values~~excess ~~at the time~~ of ~~the~~federally ~~grant~~insured limits.

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

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

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

InProperty ~~January~~and ~~2017,~~equipment ~~the~~are ~~FASB~~stated ~~issued~~at ~~ASU~~cost ~~2017-04,~~and ~~Simplifying~~depreciated ~~the~~on ~~Test~~a ~~for Goodwill Impairment, which removes the second step of the two~~straight-~~step~~line ~~goodwill~~basis ~~impairment~~over ~~test.~~their ~~Under~~estimated ~~ASU~~useful ~~2017-04~~lives, anranging ~~entity~~from ~~will~~three ~~apply~~to afive ~~one-step~~years. ~~quantitative~~Leasehold ~~test~~improvements ~~and~~are ~~record~~amortized over the ~~amount~~shorter of ~~goodwill impairment as~~ the ~~excess~~useful oflife aor ~~reporting unit’s carrying amount over its fair value, not to exceed~~ the ~~total~~term ~~amount~~ of ~~goodwill allocated to~~ the ~~reporting~~related ~~unit~~lease. ~~ASU~~The ~~2017-04~~Company ~~does~~recorded ~~not~~$0 ~~amend~~and ~~the~~$1,842 ~~optional qualitative assessment~~ of ~~goodwill~~depreciation ~~impairment.~~expense ~~Additionally,~~for anfirst ~~entity~~quarters ~~should~~of ~~consider~~fiscal ~~income~~years ~~tax~~2020 ~~effects~~and ~~from~~2019, ~~any~~respectively. ~~tax-deductible~~Repairs ~~goodwill~~and onmaintenance ~~the~~costs ~~carrying~~are ~~amount~~expensed ofas ~~the~~incurred; ~~reporting~~major ~~unit~~renewals ~~when~~and ~~measuring~~improvements ~~the~~are ~~goodwill impairment loss, if applicable~~capitalized. ~~ASU~~As ~~2017-04~~items isof ~~effective~~property ~~for annual~~ or ~~any~~equipment ~~interim~~are ~~goodwill~~sold ~~impairment~~or ~~tests~~retired, inthe ~~fiscal~~related ~~years~~cost ~~beginning~~and ~~after~~accumulated ~~December~~depreciation ~~15,~~are ~~2019;~~removed ~~early~~from ~~adoption~~the isaccounts ~~permitted~~and ~~for~~any ~~interim~~gain or ~~annual~~loss ~~goodwill~~is ~~impairment~~included ~~tests~~in ~~performed~~operating onincome. ~~testing~~All ~~dates~~office ~~after~~and ~~January~~equipment 1,was ~~2017.~~disposed ~~The~~in ~~Company~~the ~~has~~first ~~not~~quarter ~~elected early adoption~~ of ~~this~~fiscal ~~standard~~2020, ~~and~~which isresulted ~~currently~~ in ~~the~~a ~~process~~loss ofon ~~evaluating~~disposal ~~the impact~~ of ~~adopting~~$19,208. ~~ASU~~See ~~2017-04~~Note ~~and~~4 ~~cannot~~for ~~currently~~further ~~estimate the financial statement impact of adoption~~information.

~~F-8~~9 Table of Contents

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

~~The~~Deferred ~~Company~~tax ~~believes~~assets ~~there~~(net of any valuation allowance) and liabilities resulting from temporary differences, net operating loss carryforwards and tax credit carryforwards are norecorded ~~other~~using ~~new~~an ~~pronouncements~~asset-and-liability ~~that~~method. ~~have~~Deferred ~~been~~taxes ~~issued~~relating ~~that~~to ~~might~~temporary ~~have~~differences aand ~~material~~loss ~~impact~~carryforwards onare ~~its~~measured ~~financial~~using ~~position~~the tax rate expected to be in effect when they are reversed or ~~results~~are realized. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be ultimately realized. The Company has recorded a full valuation allowance against the net deferred tax asset due to the uncertainty of ~~operations~~realizing the related future benefits.

~~Note~~The 3Company accounts for income taxes pursuant to FASB guidance. ~~Going~~This ~~Concern~~guidance prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company believes its income tax filing positions and deductions will be sustained upon examination and, accordingly, no reserves or related accruals for interest and penalties have been recorded at May 31, 2019 or February 28, 2019. In accordance with the FASB guidance, the Company has adopted a policy under which, if required to be recognized in the future, interest related to the underpayment of income taxes will be classified as a component of interest expense and any related penalties will be classified in operating expenses in the statements of operations. The Company has three open years of tax returns subject to examination.

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

AtUse ~~November~~of ~~30,~~equity ~~2018,~~for ~~the~~compensation ~~Company~~is ~~had~~a anmaterial ~~accumulated~~part ~~deficit~~ of ~~$55,660,394. The~~the Company’s ~~anticipates~~near-term ~~growth~~strategy. ~~from~~The ~~its~~Company ~~operations,~~recognizes ~~expected~~the ~~future~~cost ~~proceeds~~of ~~from~~stock-based ~~additional~~compensation ~~financing~~plans ~~through~~and ~~the~~awards ~~sale~~in ofoperations ~~its~~on ~~common~~a ~~stock or other equity~~straight-~~based~~line ~~securities,~~basis ~~and~~over ~~additional~~the ~~sales~~respective ~~and/or~~vesting ~~leases~~period of ~~existing~~the ~~domain~~awards. ~~names~~The ~~will~~Company bemeasures ~~sufficient~~and torecognizes ~~meet~~compensation ~~its~~expense ~~working~~for ~~capital~~all ~~and~~stock-based ~~capital~~payment ~~expenditure~~awards ~~needs~~made ~~through~~to atemployees, ~~least~~directors, ~~November~~consultants ~~30,~~and ~~2018~~advisors. InThe ~~the~~compensation ~~event~~expense ~~that~~for the Company’s isstock-based ~~unable~~payments tois ~~obtain~~based ~~additional~~on ~~capital~~estimated infair ~~the~~values ~~future,~~at the ~~Company~~time ~~would~~of ~~further~~the ~~reduce expenses or cease operations altogether~~grant.

~~Note~~The 4Company estimates the fair value of stock-based payment awards on the date of grant using the Black-Scholes option pricing model. ~~Property~~This option pricing model involves a number of assumptions, including the expected lives of stock options, the volatility of the public market price for the Company’s common stock and ~~Equipment~~interest rates. Stock-based compensation expense recognized during the period is based on the value of the portion of stock-based payment awards that are ultimately expected to vest.

~~Property~~Recently ~~and~~Issued ~~equipment~~Accounting ~~are as follows:~~Pronouncements

	November 30,			February 28,
	2018			2018
Office equipment and furniture	$	47,617		$	43,088
Less accumulated depreciation		(25,794	)		(20,655	)
Property and equipment, net	$	21,823		$	22,433

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

~~Depreciation~~The ~~expense~~Company ~~for~~adopted using the ~~first~~modified ~~nine~~retrospective ~~months~~approach ofto ~~fiscal~~initially ~~years~~apply ~~2019~~the update and ~~2018~~recognize ~~was~~the ~~$5,854~~remaining ~~and~~contract ~~$3,970,~~value ~~respectively~~at the date of application. The Company does not expect the adoption of ASU 2014-09 to have any impact on its total cash flows from operating, investing or financing activities.

~~Note~~In 5January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment, which removes the second step of the two-step goodwill impairment test. ~~Prepaid~~Under ~~Domain~~ASU ~~Names~~2017-04, an entity will apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. ASU 2017-04 does not amend the optional qualitative assessment of goodwill impairment. Additionally, an entity should consider income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. ASU 2017-04 is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019; early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company has not elected early adoption of this standard and is currently in the process of evaluating the impact of adopting ASU 2017-04 and cannot currently estimate the financial statement impact of adoption.

~~During~~In ~~the~~May ~~first nine months of fiscal years 2019 and 2018~~2017, the ~~Company~~FASB ~~incurred~~issued ~~$30,656~~ASU ~~and~~No. ~~$24~~2017-09,~~120,~~ ~~respectively,~~“Compensation of– ~~annual~~Stock ~~domain~~Compensation ~~name~~(Topic ~~renewal~~718): ~~fees,~~Scope ~~specifically~~of ~~related~~Modification to Accounting.~~CITY~~” ~~registrations.~~The ~~These~~amendments ~~amounts~~in ~~were~~this ~~recorded~~update asprovide ~~prepaid~~guidance ~~domain~~about ~~name~~which ~~renewal~~changes ~~fees,~~to ~~and~~the ~~are~~terms ~~then~~or ~~amortized~~conditions ~~over~~of ~~one year on~~ a ~~straight~~share-~~line~~based ~~basis.~~award ~~During~~require ~~the~~an ~~first~~entity ~~nine~~to ~~months~~apply ofmodification ~~fiscal~~accounting ~~years~~in ~~2019~~Topic ~~and~~718. ~~2018,~~The ~~the~~guidance ~~Company~~will ~~recognized~~be ~~$59,764~~effective ~~and~~for ~~$89,026~~the ofCompany ~~expense~~for asits ~~cost~~fiscal ofyear ~~revenues related to this amortization. As of November 30,~~ 2018, ~~and~~with ~~February~~early ~~28,~~adoption ~~2018,~~permitted. ~~the~~The Company ~~has~~does ~~$19,541~~not ~~and~~expect ~~$77,977,~~this ~~respectively,~~ASU ofto ~~remaining~~materially ~~prepaid~~impact ~~domain name renewal fees recorded on~~ the ~~balance~~Company’s ~~sheet.~~consolidated ~~See~~financial ~~Note 9 for information on Related Party activity within Prepaid Domain Names~~statements.

~~Note~~10 6.Table ~~Accrued~~of ~~Expenses and Deferred Revenue~~Contents

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

OnThe ~~December~~Company 5,believes ~~2016,~~there ~~Richard~~are ~~Pomije~~no ~~filed~~other anew ~~lawsuit~~pronouncements ~~against~~that ~~the~~have ~~Company.~~been ~~Mr.~~issued ~~Pomije~~that ~~asserts~~might anhave ~~employment agreement existed and~~ a ~~continuing~~material ~~obligation~~impact ofon ~~the~~its ~~Company~~financial inposition ~~the~~or ~~form~~results of ~~a monthly salary for a 1 year term from May 18, 2015 to May 17, 2016 was due in addition to a stock subscription receivable~~operations. ~~Mr. Pomije claims the Company owes him $260,900, which had been fully accrued for by the Company at February 28, 2017.~~

OnNote ~~April 18, 2018, Mr~~3. ~~Richard~~Going ~~Pomije~~Concern was granted a judgement for the lawsuit he filed against the Company on December 5, 2016. Mr. Pomije was awarded $256,488 as damages, and $296,488 as attorney’s fees and costs, for a total award of $552,976. As at February 28, 2018, $552,976 had been accrued as payable to Mr. Pomije. During the quarter ending August 31, 2018, $10,910 was paid to Mr. Richard Pomije. As at November 30, 2018, $542,066 has been accrued as payable to Mr. Pomije. The Company has filed an appeal. See Note 16 for additional information about transactions between the Company and its former officer.

~~F-9~~The ~~Table~~Company’s consolidated financial statements have been prepared using U.S. GAAP applicable to a going concern which contemplates the realization of ~~Contents~~assets and liquidation of liabilities in the normal course of business. The Company has a working capital deficit, recurring losses, and negative cash flows from operations. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments related to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty.

~~During~~At May 31, 2019, the ~~second~~Company ~~quarter~~had an accumulated deficit of ~~fiscal~~$56,847,889. ~~2019~~The Company anticipates growth from its operations, ~~Robert~~expected ~~Monster~~future ~~deferred~~proceeds ~~his~~from ~~salary~~additional ~~payments~~financing through the sale of its common stock or other equity-based securities, and additional sales and/or leases of existing domain names will be sufficient to ~~assist~~meet ~~with~~its ~~cash~~working ~~conservation.~~capital Asand capital expenditure needs through at ~~November~~least ~~30,~~May ~~$70~~31,~~000~~ ~~has~~2019. ~~been~~In ~~accrued~~the asevent ~~payable~~that the Company is unable to ~~Robert~~obtain ~~Monster~~additional capital in the future, the Company would further reduce expenses or cease operations altogether.

~~Deferred~~Note ~~Revenue~~4. Property and Equipment

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

Domain Marketing Development Obligation

	May 31,		February 28,
	2019		2019
Office equipment and furniture		-	$	47,914
Less accumulated depreciation		-		(28,706	)
Property and equipment, net		-	$	19,208

~~During~~Depreciation ~~fiscal~~expense ~~2018,~~for the ~~Company~~first ~~signed~~quarter ~~top-level domain marketing development fund agreements with owners~~ of 13fiscal ~~top~~years ~~level~~2020 ~~domains whereby the Company markets~~ and ~~purchases~~2019 ~~domain~~was names on behalf of the owners. The owner pays us an upfront deposit to be used to purchase a predefined number of domains based on a set schedule. As of November 30, 2018 and February 28, 2018, the Company has collected $~~101,600~~0 and $~~930~~1,~~556 in cash related to these contracts. As some of the services requested by the owners have not yet been completed~~842, ~~a total of $168,174 and $145,906 has been recorded as domain marketing development obligation as of November 30, 2018, and February 28, 2018,~~ respectively.

~~Note~~All 7.office ~~Stockholders’~~and ~~Equity~~equipment was disposed in the first quarter of fiscal 2020, which resulted in a loss on disposal of $19,208.

~~The~~Note ~~Company’s~~5. ~~primary~~Prepaid ~~means~~Domain ~~of generating operating capital and completing acquisitions has been through the use of issuing common stock.~~ Names

~~Fiscal~~During the first quarters of fiscal years 2020 and 2019, ~~Stock~~the ~~Transactions~~Company incurred $0 and $19,001, respectively, of annual domain name renewal fees, specifically related to .CITY registrations. These amounts were recorded as prepaid domain name renewal fees, and are then amortized over one year on a straight-line basis. During the first quarters of fiscal years 2020 and 2019, the Company recognized $0 and $54,574 of expense as cost of revenues related to this amortization. The Company had no remaining prepaid domain name renewal fees recorded on the balance sheet as of May 31, 2019 and February 28, 2019.

~~During~~11 ~~the~~Table ~~first nine months~~ of ~~fiscal 2019, the Company issued 36,266,251 shares of stock to various investors for stock payable of $1,828,200, cash of $1,070,545 and digital currencies of $1,659,000.~~ Contents

~~During~~Note ~~the first nine months of fiscal 2019, the Company issued~~ 6~~,716,932~~. ~~shares~~Accrued toExpenses ~~consultants~~ and ~~employees~~Deferred ~~for services provided to the Company. During the first nine months of fiscal 2019, $1,104,832 was expensed related to these shares.~~Revenue

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

On ~~May~~December 95, ~~2018~~2016, Richard Pomije filed a lawsuit against the Company. ~~converted~~Mr. Pomije asserts an employment agreement existed and a continuing obligation of the ~~$150,000~~Company ~~convertible~~in ~~note~~the ~~with~~form ~~Darvin~~of ~~Habben,~~a ~~Chairman~~monthly salary for a 1 year term from May 18, 2015 to 1May 17,~~500,000~~ ~~shares~~2016 ofwas ~~its~~due ~~common~~in ~~stock,~~addition ~~fully~~to ~~extinguishing~~a ~~this~~stock ~~note~~subscription receivable. ~~The~~Mr. ~~issuance~~Pomije ~~had~~claims nothe ~~gain~~Company orowes ~~loss~~him as$260,900, ~~the~~which ~~value~~had ofbeen ~~the~~fully ~~shares~~accrued ~~issued~~for ~~equalled~~by the ~~debt~~Company ~~converted~~at February 28, 2017.

On ~~May~~April 918, 2018, Mr. Richard Pomije was granted a judgement for the ~~Company~~lawsuit ~~converted~~he filed against the Company on December 5, 2016. Mr. Pomije was awarded $~~100~~256,~~000~~488 ~~promissory~~as ~~note~~damages, ~~with~~and ~~Derek~~$296,488 ~~Schumann~~as attorney’s fees and costs, ~~Director~~for a total award of $552,976. As at February 28, 2018, $552,976 has been accrued as payable to 1Mr. Pomije. During the quarter ending May 31,~~000~~ 2018,~~000~~ ~~shares~~$10,910 ofwas ~~its~~paid ~~common~~to ~~stock~~Mr. Richard Pomije. As at February 28, ~~fully~~2019, ~~extinguishing~~$542,066 ~~this~~has ~~note~~been accrued as payable to Mr. Pomije. The ~~issuance~~Company ~~had~~filed noan ~~gain~~appeal oron ~~loss~~June as13, ~~the~~2018. ~~value~~See ofNote ~~the~~14 ~~shares~~for ~~issued~~additional ~~equalled~~information about transactions between the ~~debt~~Company ~~converted~~and its former officer.

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

OnDuring ~~May~~fiscal 92019, ~~2018,~~ the Company ~~converted~~signed ~~the~~one ~~$100,000~~customer ~~promissory~~agreement ~~note~~to ~~with~~build ~~Donovan,~~customized towebsite ~~1,000,000~~and ~~shares~~app products. The pilot project agreement consists of ~~its~~milestones ~~common~~and ~~stock,~~completion ~~fully~~metrics ~~extinguishing~~to ~~this~~ensure ~~note.~~that ~~The~~the ~~issuance~~requested ~~had~~services nohave ~~gain~~been orperformed ~~loss~~satisfactorily asand to the ~~value~~customers’ offull expectations. As the ~~shares~~services ~~issued~~requested ~~equalled~~by the ~~debt~~customers ~~converted~~have not yet been completed, a total of $136,305 and $186,305 have been recorded as deferred revenue as of May 31, 2019 and February 28, 2019, respectively.

~~F-10~~During ~~Table~~the first quarter of ~~Contents~~fiscal 2020, one of the customer agreements signed in fiscal 2018 was successfully completed, and $50,000 previously recorded as deferred revenue was recognized as revenue.

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

During fiscal 2019, the ~~first~~Company ~~quarter~~signed top-level domain marketing development fund agreements with owners of ~~fiscal~~2 ~~2019~~top level domains, whereby the Company ~~sold~~markets 2and purchases domain names on behalf of the owners. The owner pays us an upfront deposit to be used to purchase a predefined number of domains ~~valued~~based aton a set schedule. As of May 31, 2019 and February 28, 2019, the Company has collected $30 and $101,~~000~~600, respectively, in cash related to ~~one~~these contracts. As some of the ~~Company’s~~services ~~shareholders~~requested inby ~~exchange~~the ~~for~~owners 15have not yet been completed,~~000~~ ~~shares~~a total of $168,174 ~~which~~has ~~were~~been ~~returned~~recorded toas ~~treasury~~domain marketing development obligation as of May 31, 2019 and February 28, 2019.

~~During~~Note ~~June and July 2018, PowerUp Lending Group Ltd~~7. ~~converted $58,000 of the principal amount, plus $3,480 in accrued and unpaid interest, of the November 30, 2017 note into 1,139,394 shares of the Company~~Stockholders’s ~~common stock, fully extinguishing this note. There was no gain or loss due to the conversion within the terms of the note.~~Equity

OnThe ~~July 10, 2018, the~~ Company’s ~~issued~~primary ~~90,000~~means ~~shares~~ of ~~its~~generating ~~common~~operating ~~stock,~~capital ~~valued~~and atcompleting ~~$8,010~~acquisitions ~~based~~has onbeen ~~the~~through ~~closing market price on~~ the ~~date~~use of ~~the~~issuing ~~note~~common ~~agreement, to FirstFire Global Opportunities Fund LLC as consideration for improved terms and conditions on their July 10, 2018 convertible note~~stock. ~~The Company recorded a beneficial conversion feature of $143,325 with this note. See Note 15 for more information related to the convertible note.~~

Fiscal ~~2018~~2020 Stock Transactions

During the first quarter of fiscal ~~2018~~2020, FirstFire Global Opportunities Fund LLC converted $116,467 of the ~~Company~~principal ~~issued~~amount 14of the July 10,~~857~~ 2018 note into 202,~~715~~400,000 shares of ~~stock~~the toCompany’s ~~various~~common ~~investors~~stock, ~~for~~leaving ~~stock~~a ~~payable~~principal balance due of $236,~~559,061~~347. ~~and~~There ~~cash~~was no gain or loss due to the conversion being within the terms of ~~$1,662,732~~the note.

During the first quarter of fiscal ~~2018~~2020, aCrown ~~Director~~Bridge ~~exercised~~Partners, ~~one~~LLC converted $73,436 of ~~his~~the ~~stock~~principal ~~options~~amount ~~for~~of ~~200~~the September 27, 2018 note into 175,270,000 shares of the Company’s common stock, ~~for~~leaving ~~cash~~a principal balance due of $2017,~~000~~685. There was no gain or loss due to the conversion being within the terms of the note.

During ~~fiscal~~the ~~2018,~~first ~~the~~quarter ~~Company~~of ~~issued~~fiscal 82020,~~512~~ Auctus Fund,~~776~~ ~~shares~~LLC ~~and~~converted ~~recorded~~$15,159 aof ~~stock~~the ~~payable~~principal amount of ~~$521,792~~the toNovember ~~consultants~~14, ~~and~~2018 ~~employees~~note ~~for~~into ~~services~~56,327,000 ~~provided~~shares toof the Company.’s ~~During~~common ~~fiscal 2018~~stock, leaving a principal balance due of $175,~~763,168~~227. There was ~~expensed~~no ~~related~~gain or loss due to ~~these~~the ~~shares.~~conversion being within the terms of the note.

During ~~fiscal~~the ~~2018,~~first ~~various~~quarter ~~contractors~~of ~~and~~fiscal ~~employees~~2020, ~~converted~~JSJ anInvestments ~~aggregate~~Inc. ofconverted $~~124~~31,~~996~~251 of ~~their~~the ~~expenses~~principal toamount ~~stock payable~~ of the ~~Company’s~~October ~~common stock~~22, ~~based~~2018 onnote ainto ~~conversion~~94,790,544 ~~rate~~shares of ~~$0.10~~the ~~per~~Company’s ~~share.~~common ~~The~~ stock, ~~value~~leaving ona ~~the~~principal ~~conversion~~balance ~~date~~due ~~was~~of $~~0.23~~28,249. ~~resulting~~There inwas ano ~~loss~~gain onor ~~conversion~~loss ofdue ~~$316,526.~~to Atthe ~~February~~conversion ~~28,~~being ~~2018,~~within the ~~stock~~terms ~~payable~~of ~~for~~the ~~these conversions is $276,769~~note.

OnDuring ~~May~~the ~~18,~~first ~~2016,~~quarter ~~the~~of ~~Company~~fiscal ~~granted 9~~2020,~~042,250~~ ~~common~~EMA ~~shares to Robert Monster~~Financial, ~~CEO,~~LLC inconverted ~~accordance with his employment agreement dated May 18~~$27,489 ~~2016,~~of ~~which~~the ~~vest~~principal ~~monthly~~amount ~~over~~of the ~~new~~October ~~employment~~22, ~~agreement~~2018 ~~period~~note ~~which~~into ~~ends on May 18~~71, ~~2018~~000,000 ashares ~~period~~ of ~~two years. The shares were valued based on~~ the ~~employment~~Company’s ~~agreement~~common ~~date. During fiscal year 2018~~stock, ~~$1,191,349~~leaving ~~was~~a ~~expensed~~principal ~~related~~balance todue ~~these~~of ~~shares~~$50,511. ~~6,799,361~~There ~~shares~~was ~~were~~no ~~issued~~gain onor ~~February~~loss 8,due ~~2018,~~to ~~and~~the ~~2,130,500~~conversion ~~shares~~being ~~were~~within ~~issued~~the onterms ~~May~~of ~~31,~~the ~~2018~~note.

During ~~fiscal 2018,~~ the ~~Company~~first ~~signed~~quarter ~~employment agreements with three members~~ of ~~senior~~fiscal ~~management~~2020, ~~all~~PowerUp ofLending ~~which~~Group ~~are still active~~Ltd. ~~All~~converted ~~employment~~$85,000 ~~agreements were for a period~~ of ~~approximately~~the 6principal toamount 24and ~~months.~~$5,100 ~~Included~~ in ~~the~~accrued ~~employment~~interest ~~agreements~~of ~~were~~the ~~common~~September ~~stock~~17, ~~grants~~2018 ofnote ~~120,000~~into ~~to 1~~50,~~025~~687,~~000~~798 shares ~~which~~of ~~vest~~the ~~over~~Company’s acommon ~~period~~stock, offully 6extinguishing tothis ~~24 months~~note. AThere ~~total~~was ofno ~~1,585,000~~gain ~~shares~~or ~~were~~loss ~~granted~~due ~~for~~to the ~~three~~conversion ~~employment~~being ~~agreements.~~within ~~During~~the ~~fiscal~~terms ~~2018,~~of ~~$165,436~~the ~~was expensed related to these agreements~~note.

On12 ~~July~~Table ~~1, 2017, the Company closed on an agreement and plan~~ of share exchange and acquired Comencia, a related party Company, which was partly owned by an officer of the Company. The Company granted 2,500,000 shares of its common stock to the existing owners of Comencia, Inc. The closing price of the Company’s common stock on the acquisition date was $0.30 per share, therefore, the fair value of common stock issued was $750,000. Contents

OnDuring ~~October 27, 2017,~~ the ~~Company~~first ~~closed~~quarter onof anfiscal ~~asset~~2020, ~~purchase~~PowerUp ~~agreement~~Lending ~~for~~Group ~~the acquisition of CityInformation~~Ltd. ~~CityInformation~~converted $53,000 ~~based~~of inthe ~~Amsterdam~~principal ~~(Netherlands),~~amount ~~develops~~ and ~~operates~~$3,180 ~~mobile~~in ~~apps~~accrued ~~for~~interest ~~cities~~of ~~and~~the ~~towns~~October ~~worldwide.~~23, ~~The~~2018 ~~Company~~note ~~granted~~into 265,~~833~~062,~~333~~290 shares of ~~its common stock to~~ the ~~existing owners of CityInformation. The closing price of the~~ Company’s common stock, onfully ~~the~~extinguishing ~~acquisition~~this ~~date was $0~~note.29 ~~per~~There ~~share,~~was ~~therefore,~~no ~~the~~gain ~~fair~~or ~~value~~loss ofdue ~~common~~to ~~stock~~the ~~issued~~conversion ~~was~~being ~~$821,667.~~within ~~The~~the ~~stock~~terms ~~was~~of ~~issued~~the ~~in November 2017~~note.

OnFiscal ~~December~~2019 7,Stock 2017, the Company closed on an asset purchase agreement for the acquisition of Congo Ltd. (Congo). Congo, based in Houston, TX, owns and operates a web-based platform offering; a portal connecting attorneys to prospective clients through a marketplace setting; a software-as-a-service (SaaS) subscription, selling web features to attorneys for their use on their respective law firm websites, and; the creation of customized online directories. The Company granted 3,000,000 shares of its common stock to the existing owners of Congo. The closing price of the Company’s common stock on the acquisition date was $0.28 per share, therefore, the fair value of common stock issued was $840,000. The stock was issued in February 2018.Transactions

~~F-11~~During ~~Table~~fiscal 2019, the Company issued 36,266,251 shares of ~~Contents~~stock to various investors for stock payable of $1,828,200, cash of $1,070,545 and digital currencies of $1,659,000.

~~Stock~~During ~~Warrants~~fiscal 2019, the Company issued 6,716,932 shares to consultants and employees for services provided to the Company. During fiscal 2019, $1,104,832 was expensed related to these shares.

~~The~~In ~~Company~~the ~~has~~fourth ~~regularly~~quarter ~~used~~of ~~warrants~~fiscal as2019, athe ~~tool~~Company toissued ~~attract~~252,500 ~~and~~shares ~~compensate~~for ~~advisors~~conversion ~~and directors~~ of ~~the~~accounts ~~board~~payable ~~rather~~of ~~than to use cash~~$19,200. The ~~Company~~issuance ~~feels~~had ~~this~~no isgain anor ~~appropriate~~loss ~~way~~as tothe ~~conserve~~value ~~cash~~of ~~and~~the toshares ~~incentivize~~equalled ~~its~~the ~~board~~accounts ofpayable ~~directors, advisors and consultants~~converted.

AsOn ofMay ~~November 30~~9, 2018, the Company ~~had~~converted 9the $500,~~044~~000 convertible note with Darvin Habben,~~740~~ ~~warrants~~Chairman, ~~outstanding~~along with anaccrued ~~average~~and ~~exercise~~unpaid ~~price~~interest of $~~0.13.~~38,028, ~~The~~to ~~warrants~~5,380,274 ~~expire~~shares ~~between~~of ~~one~~its ~~and~~common ~~ten~~stock, ~~years~~fully ~~from~~extinguishing ~~the~~this ~~date~~note. ofThe issuance ~~and~~had ~~have~~no again ~~weighted~~or ~~average~~loss ~~remaining~~as ~~exercise~~the ~~period~~value as of ~~November~~the ~~30,~~shares ~~2018~~issued ofequalled ~~5.42~~the ~~years~~debt converted.

~~The~~On May 9, 2018, the Company ~~did~~converted ~~not~~the ~~issue~~$150,000 ~~any~~convertible ~~warrants~~note ~~during~~with ~~the~~Darvin ~~first~~Habben, ~~nine~~Chairman, ~~months~~to 1,500,000 shares of ~~fiscal~~its ~~2019~~common stock, fully extinguishing this note. The issuance had no gain or loss as the value of the shares issued equalled the debt converted.

~~During~~On ~~fiscal~~May 9, 2018, the Company ~~issued~~converted anthe ~~aggregate~~$100,000 ofpromissory ~~6,694,740~~note ~~warrants~~with toDerek ~~various~~Schumann, ~~investors~~Director, ~~consultants and employees~~ to ~~purchase~~1,000,000 shares of ~~the~~its ~~Company’s~~ common stock ~~at $0.10. All warrants vested immediately at the date of issuance. 4~~,~~000,000~~ ~~warrants~~fully ~~are~~extinguishing ~~exercisable~~this ~~through 2027~~note. ~~30,000~~The ~~warrants~~issuance ~~are~~had ~~exercisable~~no ~~through~~gain ~~2026.~~or ~~2,964,740~~loss ~~warrants~~as ~~are~~the ~~exercisable through February 2019. The total estimated~~ value ~~using~~of the ~~Black-Scholes~~shares ~~Model,~~issued ~~based~~equalled onthe adebt ~~volatility rate between 153% and 263% and a call option value of $0~~converted.~~10 was $1,340,175.~~

~~The~~On May 9, 2018, the Company ~~utilized~~converted the ~~following~~$100,000 ~~key~~promissory ~~assumptions~~note inwith ~~computing~~Greg ~~the~~Foss, ~~fair~~Director, ~~value~~to 1,000,000 shares of its common stock, fully extinguishing this note. The issuance had no gain or loss as the ~~warrants~~value ~~using~~of the ~~Black-Scholes~~shares ~~pricing~~issued ~~model:~~equalled the debt converted.

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

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

~~The~~On ~~following~~May ~~table~~9, ~~summarizes~~2018, ~~information about~~ the Company issued 100,000 shares to an employee as a finder’s ~~stock~~fee. ~~warrant~~The ~~activity~~shares ~~during~~were ~~the~~valued ~~fiscal~~at ~~years~~$1,000 ~~2019~~ and ~~2018:~~was recorded to additional paid in capital due to its related party nature.

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

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

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

Exercise Price		Number Outstanding		Weighted Average Remaining Life (years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercisable Price
$	0.10		7,394,740		5.17	$	0.10		7,394,740	$	0.10
$	0.15		300,000		6.35	$	0.15		300,000	$	0.15
$	0.25		850,000		6.43	$	0.25		850,000	$	0.25
$	0.30		500,000		6.78	$	0.30		500,000	$	0.30
$	0.10 - $0.30		9,044,740		5.42	$	0.13		9,044,740	$	0.13

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

~~The~~During ~~Company~~January ~~recorded~~and ~~stock-based~~February ~~compensation~~2019, ~~expense~~FirstFire ofGlobal $0Opportunities ~~and~~Fund $0LLC ~~for~~converted ~~all~~$30,565 ~~outstanding~~of ~~stock~~the ~~warrants~~principal ~~for~~amount of the ~~first~~July ~~nine~~10, ~~months~~2018 note into 6,516,848 shares of ~~fiscals~~the ~~2019~~Company’s ~~and~~common ~~2018~~stock, ~~respectively~~leaving a principal balance due of $153,185. There was no gain or loss due to the conversion being within the terms of the note.

~~F-12~~On ~~Table~~July 10, 2018, the Company issued 90,000 shares of ~~Contents~~its common stock, valued at $8,010 based on the closing market price on the date of the note agreement, to FirstFire Global Opportunities Fund LLC as consideration for improved terms and conditions on their July 10, 2018 convertible note. The Company recorded a beneficial conversion feature of $143,325 with this note. See Note 13 for more information related to the convertible note.

~~Note~~13 8.Table ~~Stock~~of ~~Options~~ Contents

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

The Company ~~records~~has ~~its~~regularly ~~stock-based~~used ~~compensation~~warrants ~~arrangements~~as ~~calculating~~a ~~the~~tool ~~fair~~to ~~value~~attract ofand ~~share-based~~compensate ~~payments,~~advisors ~~including~~and ~~grants~~directors of ~~employee~~the ~~stock~~board ~~options~~rather ~~and~~than ~~employee stock purchase plan shares,~~ to beuse ~~recognized in the consolidated statements of operations based on their grant date fair values~~cash. The ~~fair value of the~~ Company’s ~~stock~~feels ~~options~~this ~~have~~is ~~been~~an ~~estimated~~appropriate ~~using~~way ~~the~~to ~~Black-Scholes~~conserve ~~pricing~~cash ~~model,~~and ~~which requires assumptions as~~ to ~~expected~~incentivize ~~dividends,~~its ~~the~~board ~~options~~of ~~expected life~~directors, ~~volatility~~advisors and ~~risk-free interest rate at the time of the grant~~consultants. The value of the portion of the award that is ultimately expected to vest is recognized as expense on a straight-line basis over the requisite vesting periods in the Company’s consolidated statements of operations.

OnAs ~~October~~of 1May 31, ~~2018~~2019, the Company ~~issued~~had 26,~~468~~080,~~750~~000 ~~stock~~warrants ~~options~~outstanding with aan ~~fair~~average ~~value~~exercise price of $~~188,740~~0.14. toThe ~~three~~warrants ~~contractors~~expire tobetween ~~purchase~~one ~~shares~~and often years from the ~~Company’s~~date ~~common~~of ~~stock~~issuance atand have a ~~price~~weighted ofaverage ~~$0.05.~~remaining ~~These~~exercise ~~options~~period ~~vest~~as ~~immediately~~of ~~and~~May ~~are~~31, ~~exercisable~~2019 ~~for~~of ~~five~~7.46 years.

OnThe ~~November 21, 2018, the~~ Company ~~issued~~did ~~3,500,000~~not ~~stock~~issue ~~options~~any ~~with~~warrants aduring ~~fair value of $120,421 to three contractors to purchase shares of~~ the ~~Company’s~~first ~~common~~quarter ~~stock at a price~~ of ~~$0.05.~~fiscal ~~These options vest immediately and are exercisable for five years~~2020.

OnThe ~~June~~following 1,table ~~2018,~~summarizes ~~the~~information ~~Company~~about ~~issued 3,555,212 stock options with a fair value of $436,131 to one employee to purchase shares of~~ the Company’s ~~common~~ stock atwarrant aactivity ~~price~~during ofthe ~~$0.10.~~fiscal ~~3,000,000 options vest immediately and are exercisable for five~~ years. ~~555,212~~2020 ~~options vest over 12 months,~~ and ~~are exercisable for five years. In the third quarter of fiscal~~ 2019,: ~~the Company expensed an additional $19,621 related to the proportioned vesting of the 555,212 options.~~

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

	Number of Warrants
Outstanding - February 28, 2018		9,044,740
Granted		-
Canceled or expired		(2,964,740	)
Outstanding - February 28, 2019		6,080,000

Granted		-
Canceled or expired		-
Outstanding - May 31, 2019		6,080,000
Exercisable at May 31, 2019		6,080,000

~~During~~The ~~fiscal~~following ~~2018,~~table ~~1,292,310~~summarizes ofinformation ~~previously~~about ~~issued~~ stock ~~options~~warrants tooutstanding 1as ~~officer~~of ~~expired,~~May ~~and 200~~31,~~000~~ ~~stock options previously issued to another officer were exercised for $20,000 cash.~~2019:

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

Exercise Price	Number Outstanding	Weighted Average Remaining Life (years)	Weighted Average Exercise Price	Number Exercisable	Weighted Average Exercisable Price
$0.10	4,430,000	7.99	$0.10	4,430,000	$0.10
$0.15	300,000	5.85	$0.15	300,000	$0.15
$0.25	850,000	5.93	$0.25	850,000	$0.25
$0.30	500,000	6.28	$0.30	500,000	$0.30
$0.10 - $0.30	6,080,000	7.46	$0.14	6,080,000	$0.14

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

Note 8. Stock Options

The Company ~~recorded~~has one stock option plan called The 2006 Employee Stock and Option Plan (the “2006 Plan”), which has reserved 5,000,000 shares of our common stock for issuance. The types of awards that could be granted under the 2006 Plan include incentive and non-~~based~~qualified ~~compensation~~options ~~expense~~to purchase shares of ~~$764~~common stock,~~913~~ stock appreciation rights, restricted shares, restricted share units, performance awards and ~~$164~~other types of stock-based awards. All grants are determined and approved by the Board of Directors. Through February 28,~~742~~ ~~for~~2018, ~~all~~the ~~outstanding~~Company has only granted non-qualified stock options ~~for~~under the ~~first~~2006 ~~nine~~Plan. ~~months~~The stock options may be granted to officers and employees of ~~fiscals~~the ~~2019~~Company. Options granted under the 2006 Plan have exercise prices and ~~2018,~~vesting ~~respectively~~terms approved by the Board of Directors at the time of each grant. ~~This~~Vesting ~~expense~~terms isof ~~included~~the inoutstanding ~~stock-based~~options ~~compensation~~range from immediate to four years from the date of grant. The exercise period of the options range from five to ten years from the date of grant.

FThe Company records its stock-13based ~~Table~~compensation arrangements calculating the fair value of ~~Contents~~share-based payments, including grants of employee stock options and employee stock purchase plan shares, to be recognized in the consolidated statements of operations based on their grant date fair values. The fair value of the Company’s stock options have been estimated using the Black-Scholes pricing model, which requires assumptions as to expected dividends, the options expected life, volatility and risk-free interest rate at the time of the grant. The value of the portion of the award that is ultimately expected to vest is recognized as expense on a straight-line basis over the requisite vesting periods in the Company’s consolidated statements of operations.

The ~~following~~Company ~~table~~did ~~summarizes~~not ~~information~~issue ~~about~~any ~~the Company’s~~ stock options asduring ofthe ~~November~~first ~~30,~~quarter ~~2018:~~of fiscal 2020.

	Number of Options			Weighted Average Exercise Price
Outstanding - February 28, 2017		6,692,310		$	0.16
Granted		1,035,159		$	0.10
Canceled or expired		(1,492,310	)	$	0.14
Outstanding - February 28, 2018		6,235,159		$	0.16
Granted		9,523,962		$	0.07
Canceled or expired		-			-
Outstanding - November 30, 2018		15,759,121		$	0.10
Exercisable at November 30, 2018		15,759,121		$	0.10

Table of Contents

~~The~~On ~~following~~October ~~table~~1, ~~summarizes~~2018, ~~information~~the ~~about~~Company issued 2,468,750 stock options ~~outstanding~~with asa offair ~~November~~value 30of $188,740 ~~2018:~~to three contractors to purchase shares of the Company’s common stock at a price of $0.05. These options vest immediately and are exercisable for five years.

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

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

~~Note~~On 9June 1, 2018, the Company issued 3,555,212 stock options with a fair value of $436,131 to one employee to purchase shares of the Company’s common stock at a price of $0.10. ~~Related~~3,000,000 ~~Party~~options ~~Transactions~~vest immediately and are exercisable for five years. 555,212 options vest over 12 months, and are exercisable for five years. In the third quarter of fiscal 2019, the Company expensed an additional $19,621 related to the proportioned vesting of the 555,212 options. The Company terminated this employee’s contract on November 30, 2018, resulting in only 276,845 of the 555,212 options vesting. The balance of 278,367 options have been forfeited.

~~Accounts~~The ~~Payable~~Company –utilized ~~Related~~the ~~Parties~~following key assumptions in computing the fair value of the options using the Black-Scholes pricing model:

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

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

AsThe ofCompany ~~November~~recorded ~~30,~~stock-based ~~2018~~compensation ~~and~~expense ~~February~~of ~~28, 2018, the Company owes~~ $0 and $~~450,500,~~0 ~~respectively,~~for toall ~~Epik~~outstanding ~~Holdings,~~options ~~Inc.~~for ~~related~~fiscal toquarter ~~annual~~2020 ~~domain~~and ~~name~~fiscal ~~renewal~~year ~~fees to satisfy Domain marketing development obligations. Epik Holdings Inc. is a company controller by Robert Monster~~2019, ~~the Company’s former Chief Executive Officer~~respectively. ~~All amounts owing to Epik Holdings, Inc. were converted to a promissory note. See Note 14 for more information.~~

~~Prepaid~~The ~~Domain~~following ~~Names~~table summarizes information about the Company’s stock options as of May 31, 2019:

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

	Number of Options			Weighted Average Exercise Price
Outstanding - February 28, 2018		6,235,159		$	0.16
Granted		9,523,962		$	0.07
Canceled or expired		(1,035,159	)	$	0.10
Outstanding - February 28, 2019		14,723,962		$	0.10
Granted		-			-
Canceled or expired		-			-
Outstanding - May 31, 2019		14,723,962		$	0.10
Exercisable at May 31, 2019		14,723,962		$	0.10

~~Convertible~~The ~~Notes~~following ~~Payable~~table –summarizes ~~Related~~information ~~Party~~about stock options outstanding as of May 31, 2019:

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

Exercise Price	Number Outstanding	Weighted Average Remaining Life (years)	Weighted Average Exercise Price	Number Exercisable	Weighted Average Exercisable Price
$0.05	5,968,750	4.42	$0.05	5,968,750	$0.05
$0.10	7,405,212	4.71	$0.10	7,405,212	$0.10
$0.15	200,000	6.52	$0.15	200,000	$0.15
$0.30	700,000	6.17	$0.30	700,000	$0.30
$0.54	375,000	4.68	$0.54	375,000	$0.54
$1.00	75,000	2.36	$1.00	75,000	$1.00
$0.10 - $1.00	14,723,962	4.67	$0.10	14,723,962	$0.10

On15 ~~December~~Table ~~22, 2017, the Company formalized its agreement to extend and convert the original convertible note~~ of $400,000 for Clint Skidmore to October 31, 2018, original founder of Rezserve Technologies Ltd. The Company has repaid $80,000 to Clint Skidmore, and converted $210,000 of the note to 1,100,000 shares of the Company’s common stock, resulting in a loss on conversion of $13,000. At November 30, 2018, the Company owes $110,000 to Clint Skidmore, bearing no interest. This note had imputed interest expense of $38,000 in fiscal 2018, and imputed interest of $8,250 in the first three quarters of fiscal 2019.Contents

~~F-14~~Note ~~Table~~9. ofRelated ~~Contents~~Party Transactions

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

OnAs of May 931, ~~2018~~2019, the Company ~~converted~~owes ~~the~~ $~~500~~43,000 ~~convertible~~to ~~note~~Sam ~~with~~Ciacco ~~Darvin~~related ~~Habben,~~to ~~Chairman,~~accounting ~~along with accrued~~ and ~~unpaid~~consulting ~~interest~~services ofprovided ~~$38,027.40, to 5,380,274 shares of its common stock at a conversion price of $0.10 per share. The company recorded debt discount amortization expense of $191,507~~ during the ~~quarter~~period ~~ended~~November ~~May 31,~~ 2018, ~~related~~ to ~~this~~April ~~debt’s~~30, ~~conversion recorded at inception~~2019.

~~Promissory~~As ~~Notes~~of ~~Payable~~May -31, ~~Related~~2019, ~~Party~~the Company owes $95,000 to Jeffrey Mills related to consulting services provided during the period December 1, 2018 to April 30, 2019.

OnAs ~~July~~of 20May 31, ~~2017~~2019, the Company ~~signed~~owes ~~a promissory note of~~ $~~100~~35,000 ~~with~~to ~~Derek~~Darvin ~~Schumann,~~Habben ~~Director.~~related ~~This~~to ~~interest~~consulting ~~free~~services ~~note~~provided isduring ~~due~~the ~~and~~period ~~payable~~December ~~within one year and bears no interest. The Company issued~~ 1,~~000,000~~ ~~warrants~~2018 to ~~Derek~~April ~~Schumann in connection with this note~~30, ~~with an exercise price of $0~~2019.~~10, and expiry date of July 20, 2027. The Company recorded a warrant discount equal to $100,000 due to this warrant feature.~~

OnAs of May 931, ~~2018~~2019, the Company ~~converted~~owes ~~the~~ $~~100~~30,000 ~~promissory~~to ~~note~~James ~~with~~Parsons ~~Derek~~related ~~Schumann, Director,~~ to ~~1,000,000~~consulting ~~shares~~services ofprovided ~~its common stock at a conversion price of $0.10 per share. The company recorded debt discount amortization expense of $69,452~~ during the ~~quarter~~period ~~ended~~December ~~May 31~~1, 2018, ~~related~~ to ~~this~~April ~~debt’s conversion recorded at inception. The note had imputed interest of $1~~30,~~917~~ ~~during the quarter ended May 31, 2018~~2019.

OnDuring ~~July 20, 2017,~~ the ~~Company~~second ~~signed~~quarter ~~a promissory note~~ of ~~$100~~2019,~~000~~ ~~with~~Robert ~~Greg~~Monster ~~Foss,~~deferred ~~Director.~~his ~~This~~salary ~~interest~~payments ~~free~~to ~~note~~assist iswith ~~due~~cash ~~and payable within one year and bears no interest~~conservation. ~~The~~As ~~Company~~at ~~issued~~May 131,~~000,000~~ ~~warrants to Greg Foss in connection with this note~~2019, ~~with an exercise price of~~ $~~0.10~~70,000 ~~and~~has ~~expiry~~been ~~date~~accrued ofas ~~July~~payable ~~20, 2027. The Company recorded a warrant discount equal~~ to ~~$100,000~~Robert ~~due to this warrant feature~~Monster.

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

On ~~July~~September 2714, ~~2017~~2016, subject to a stock purchase agreement, the Company signed a ~~promissory~~secured convertible note of $~~150~~400,000 with ~~Darvin~~Clint ~~Habben~~Skidmore, ~~Chairman~~founder of Rezserve Technology Ltd (“Rezserve”). ~~This~~The interest free note is due and payable within one year, ~~and~~at ~~bears~~which notime ~~interest.~~it ~~The~~can ~~Company~~be ~~issued~~converted into up to 1,000,000 shares ~~warrants~~of tothe ~~Darvin~~Company’s ~~Habben~~common instock ~~connection~~at ~~with~~a ~~this~~conversion ~~note, with an exercise~~ price of $0.~~10,~~40 per share. The Company evaluated the note and ~~expiry~~determined ~~date~~that ofas ~~July~~the ~~27,~~fixed ~~2027.~~exercise ~~The~~price ~~Company~~exceeded ~~recorded~~the aclosing ~~warrant~~market ~~discount~~price ~~equal~~on tothe ~~$150~~note issuance date,~~000~~ ~~due~~that tono ~~this~~beneficial ~~warrant~~conversion feature was present.

On ~~May~~December 922, ~~2018~~2017, the Company ~~converted~~formalized its agreement to extend and convert the original convertible note of $~~150~~400,000 ~~promissory~~for ~~note~~Clint ~~with~~Skidmore ~~Darvin~~to ~~Habben~~October 31, ~~Chairman~~2018, tooriginal 1founder of Rezserve Technologies Ltd. The Company has repaid $80,~~500,~~000 ~~shares~~to ofClint ~~its~~Skidmore, ~~common~~and ~~stock~~converted at$210,000 aof ~~conversion~~the ~~price~~note to 1,100,000 shares of ~~$0.10~~the ~~per~~Company’s ~~share.~~common ~~The~~stock, ~~company~~resulting ~~recorded~~in ~~debt~~a ~~discount~~loss ~~amortization~~on ~~expense~~conversion of $~~105~~13,~~616~~000. ~~during~~At ~~the~~February ~~quarter~~28, ~~ended~~2019, ~~May~~the ~~31,~~Company ~~2018~~owes $110,000 ~~related~~ to ~~this~~Clint ~~debt’s~~Skidmore, ~~conversion~~bearing ~~recorded~~no ~~at inception~~interest. ~~The~~This note had imputed interest expense of $11,500 in fiscal 2019 and $2,~~875~~773 ~~during~~in the first quarter ~~ended~~of ~~May~~fiscal ~~31, 2018~~2020.

OnThe ~~September~~Company ~~12,~~evaluated ~~2018,~~ the ~~Company~~convertible ~~issued~~note aand ~~promissory~~determined ~~note~~that tothe ~~Epik~~shares ~~Holding,~~issuable ~~Inc.~~pursuant ~~for~~to ~~$765,200~~the ~~for~~ conversion ofoption ~~accounts~~were ~~payable~~determinate -due ~~related~~to ~~party.~~the ~~The~~fixed ~~note~~conversion ~~bears~~price ~~interest at 4%~~and, ~~and~~as ~~matures on September 12~~such, ~~2019.~~does ~~The~~not ~~note~~constitute ~~had~~a ~~accrued~~derivative ~~interest~~liability ofas ~~$3,522~~the asCompany ofhas ~~November~~sufficient ~~30,~~authorized ~~2018~~shares.

On ~~November~~June 159, ~~2018~~2017, the Company ~~issued~~signed a ~~promissory~~convertible note toof ~~Robert~~$500,000 ~~Monster~~with ~~for~~Darvin ~~$150~~Habben,~~000~~ ~~for~~Chairman. ~~conversion~~This ofnote ~~outstanding~~is ~~severance~~due ~~owed.~~and ~~The~~payable ~~note~~within one year, bears interest atof 158%, and ~~matures~~can onbe ~~November~~converted 15into up to 2,000,000 ~~2019~~shares of the Company’s common stock at a conversion price of $0.25 per share. The Company recorded a debt discount equal to $300,000 due to this conversion feature. The note had accrued interest of $~~925~~28,932 as of ~~November~~February 3028, 2018. The debt discount had a balance at February 28, 2018 of $191,507. The Company recorded debt discount amortization expense of $108,493 during the year ended February 28, 2018.

~~Sales~~On May 9, 2018, the Company converted the $500,000 convertible note with Darvin Habben, Chairman, along with accrued and unpaid interest of ~~Common~~$38,027, ~~Stock~~to 5,380,274 shares of its common stock at a conversion price of $0.10 per share. The company recorded debt discount amortization expense of $191,507 during the quarter ended May 31, 2018, related to this debt’s conversion recorded at inception.

Promissory Notes Payable - Related Party

~~During~~On July 20, 2017, the ~~first~~Company ~~nine~~signed ~~months~~a promissory note of ~~fiscal~~$100,000 ~~2019~~with Derek Schumann, ~~the~~Director. ~~Company~~This ~~sold~~interest anfree ~~aggregate~~note ofis 5due and payable within one year and bears no interest. The Company issued 1,~~050~~000,000 ~~shares~~warrants to ~~five~~Derek ofSchumann ~~the~~in ~~Company’s~~connection ~~board~~with ~~members~~this atnote, ~~the~~with an exercise price of $~~545~~0.10, and expiry date of July 20, 2027. The Company recorded a warrant discount equal to $100,000 due to this warrant feature.

~~F-15~~On ~~Table~~May 9, 2018, the Company converted the $100,000 promissory note with Derek Schumann, Director, to 1,000,000 shares of ~~Contents~~its common stock at a conversion price of $0.10 per share. The company recorded debt discount amortization expense of $69,452 during the quarter ended May 31, 2018, related to this debt’s conversion recorded at inception. The note had imputed interest of $1,917 during the quarter ended May 31, 2018.

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

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

On May 189, 2018, the Company ~~sold~~converted 63the $100,~~291.13924~~000 ~~RHOCs~~promissory note with Greg Foss, Director, to 1,000,000 shares of its common stock at a conversion price of $10.5810 ~~for~~per share. The company recorded debt discount amortization expense of $~~100~~69,~~000~~452 toduring ~~Darvin~~the ~~Habben~~quarter ended May 31, ~~resulting~~2018, inrelated noto ~~gain~~this ordebt’s ~~loss~~conversion onrecorded ~~exchange~~at inception. The note had imputed interest of $1,917 during the quarter ended May 31, 2018.

~~Employment~~On ~~Agreements~~July 27, 2017, the Company signed a promissory note of $150,000 with Darvin Habben, CEO. This interest free note is due and payable within one year and bears no interest. The Company issued 1,000,000 warrants to Darvin Habben in connection with this note, with an exercise price of $0.10, and expiry date of July 27, 2027. The Company recorded a warrant discount equal to $150,000 due to this warrant feature.

~~During~~On ~~fiscal~~May 9, 2018, the Company ~~signed~~converted ~~employment~~the ~~agreements~~$150,000 promissory note with ~~three~~Darvin ~~members~~Habben, ofChairman, ~~senior~~to ~~management~~1,500,000 ~~none~~shares of ~~which~~its ~~are~~common ~~still~~stock ~~active~~at a conversion price of $0.10 ~~All~~per ~~employment~~share. ~~agreements~~The ~~were~~company ~~for~~recorded adebt ~~period~~discount amortization expense of ~~approximately~~$105,616 6during the quarter ended May 31, 2018, related to 24this ~~months~~debt’s conversion recorded at inception. The note had imputed interest of $2,875 during the quarter ended May 31, 2018.

~~During~~On ~~fiscal~~September ~~2019~~12, 2018, the Company ~~signed~~issued ~~employment~~a ~~agreements~~promissory ~~with~~note ~~two~~to ~~member~~Epik ofHoldings ~~senior~~Inc. ~~management~~for $765,200 ~~neither~~for conversion of ~~which~~accounts ~~are~~payable ~~still~~- ~~active~~related party. ~~All~~The ~~employment~~note ~~agreements~~bears ~~were~~interest ~~for~~at 4%, and matures on September 12, 2019. The note had accrued interest of $18,784 and a ~~period~~principal balance of ~~approximately~~$765,200 12as toof 24May ~~months.~~31, 2019.

~~Directors~~On November 15, 2018, the Company issued a promissory note to Robert Monster for $150,000 for conversion of outstanding severance owed. The note bears interest at 15%, and ~~Officers~~matures on November 15, 2019. The note had accrued interest of $12,144 and a principal balance of $150,000 as of May 31, 2019.

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

OnDuring ~~June~~the 1,first ~~2018,~~quarter ~~the~~of ~~Company~~fiscal ~~issued 3~~2019,~~555,212~~ ~~stock~~the ~~options~~Company ~~with~~sold aan ~~fair~~aggregate ~~value~~ of ~~$436~~2,~~131 to one employee~~950,000 ~~whom~~shares ~~was also a director,~~ to ~~purchase~~five ~~shares~~ of the Company’s ~~common~~board ~~stock~~members at athe price of $~~0.10. 3~~295,000~~,000 options vest immediately and are exercisable for five years~~. ~~555,212 options vest over 12 months, and are exercisable for five years.~~

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

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

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

~~CEO~~In ~~Accrued~~February ~~Salary~~2019, ~~Conversion~~all non-executive directors received a stock grant of 25,000,000 shares. This resulted in a stock-based compensation expense of $200,000 in fiscal 2019. The value of the price per share was determined based on the closing market price on the date of grant.

OnIn ~~February~~the ~~16,~~third ~~2018,~~quarter ~~Robert~~of ~~Monster,~~fiscal ~~CEO converted $70~~2019,~~000~~ ofthree ~~his~~newly ~~accrued~~appointed ~~salary~~Directors ~~into~~received ~~700,000~~a ~~shares~~prorated ofstock ~~common~~grant ~~stock~~based ~~and~~on ~~700~~600,000 ~~stock~~annualized ~~options~~shares. ~~with~~This anresulted ~~exercise~~in ~~price of $0.10 and~~ a ~~vesting~~stock-based ~~period~~compensation ofexpense ~~12 months. The shares and options were valued on the conversion date in the amounts~~ of $~~161~~68,~~000~~379 ~~and~~in ~~$92,507,~~fiscal ~~respectively~~2019.

~~Accrued~~On ~~Expenses~~June -1, ~~Related~~2018, ~~Parties~~the Company issued 3,555,212 stock options with a fair value of $436,131 to one employee, whom was also a director, to purchase shares of the Company’s common stock at a price of $0.10. 3,000,000 options vest immediately and are exercisable for five years. 555,212 options vest over 12 months, and are exercisable for five years. The Company terminated this employee’s contract on November 30, 2018, resulting in only 276,845 of the 555,212 options vesting. The balance of 278,367 options have been forfeited.

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

OnThe ~~December~~Company 5,expensed ~~2016~~$221,392 ~~Richard~~in ~~Pomije~~stock-based ~~filed~~compensation ain ~~lawsuit against~~ the ~~Company.~~first ~~Mr.~~quarter ~~Pomije~~of ~~asserts~~fiscal an2020, ~~employment~~and ~~agreement~~expensed ~~existed~~$160,000 ~~and~~in aannual ~~continuing~~salary ~~obligation~~and of$476,534 ~~the~~in ~~Company~~stock-based compensation in ~~the~~fiscal ~~form~~2019, ofrelated ato ~~monthly~~the ~~salary~~employment ~~for~~agreement awith 1Robert ~~year~~Monster, ~~term~~the ~~from~~Company’s ~~May~~former ~~18,~~CEO. ~~2015~~Robert toMonster’s ~~May~~employment ~~17,~~with ~~2016~~the Company was ~~due~~terminated inon ~~addition~~September to13, a2018, ~~stock~~and ~~subscription~~his ~~receivable.~~stock-based ~~Mr.~~compensation ~~Pomije~~will ~~claims~~continue ~~the~~vesting ~~Company~~until ~~owes~~May ~~him $260~~31,~~900,~~ ~~which~~2019. ~~had~~As ~~been~~of ~~fully~~May ~~accrued~~31, ~~for~~2019, byRobert ~~the~~Monster’s ~~Company~~stock-based ascompensation ofhas ~~February~~completely ~~28, 2017~~vested.

On17 ~~April~~Table 18, 2018, Mr. Richard Pomije was granted a judgement for the lawsuit he filed against the Company on December 5, 2016. Mr. Pomije was awarded $256,488 as damages, and $296,488 as attorney’s fees and costs, for a total award of $552,976. As at November 30, 2018, $552,976 has been accrued as payable to Mr. Pomije. The Company has filed an appeal. See Note 15 for additional information about transactions between the Company and its former officer.Contents

~~F-16~~The ~~Table~~Company ofexpensed ~~Contents~~$80,000 in annual salary and $163,897 in stock option awards in fiscal 2019 related to the employment agreement with George Nagy, CEO. George Nagy’s tenure was from September 13, 2018 to December 20, 2018.

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

On ~~November~~February 1516, 2018, ~~the~~Robert ~~Company~~Monster, ~~issued~~CEO aconverted ~~promissory~~$70,000 ~~note~~of tohis ~~Robert~~accrued ~~Monster~~salary ~~for~~into ~~$150~~700,000 ~~for~~shares ~~conversion~~ of ~~outstanding~~common ~~severance~~stock ~~owed.~~and ~~The~~700,000 ~~note~~stock ~~bears~~options ~~interest~~with atan ~~15%,~~exercise price of $0.10 and ~~matures~~a onvesting ~~November~~period ~~15,~~of ~~2019~~12 months. The ~~note~~shares ~~had~~and ~~accrued~~options ~~interest~~were ofvalued ~~$925~~on asthe conversion date in the amounts of ~~November~~$161,000 30and $92,507, ~~2018~~respectively.

~~Note~~Accrued ~~10.~~Expenses ~~Income~~- ~~Taxes~~Related Parties

The Company ~~accounts~~was ~~for~~founded ~~income~~in ~~taxes~~1982 ~~under~~and ~~standards~~managed ~~issued~~ by ~~the~~Richard ~~FASB.~~Pomije ~~Under~~since ~~those~~at ~~standards,~~least ~~deferred~~1987. ~~tax~~On ~~assets~~May ~~and~~17, ~~liabilities~~2015, ~~are~~Mr. ~~recognized~~Pomije ~~for~~resigned ~~future~~as ~~tax~~CEO ~~benefits~~of ~~or consequences attributable to temporary differences between~~ the ~~financial~~Company ~~statement carrying amounts of existing assets~~ and ~~liabilities~~on ~~and~~June ~~their~~1, ~~respective~~2015, ~~tax~~he ~~bases.~~resigned ~~Deferred~~as ~~tax~~the ~~assets~~CFO and ~~liabilities~~Chairman. ~~are~~At ~~measured~~that ~~using~~time ~~enacted~~of ~~tax~~his ~~rates~~resignation, ~~expected~~the toCompany ~~apply~~and ~~to taxable income in~~ the ~~years~~Board inof ~~which~~Directors ~~those~~were ~~temporary~~not ~~differences~~aware ~~are~~of ~~expected~~any tocontinuing beemployment ~~recovered or settled~~agreement. AThe ~~valuation~~Company ~~allowance~~released isMr. ~~provided~~Pomije ~~for~~on ~~significant~~September ~~deferred~~11, ~~tax~~2015 ~~assets~~concurrent ~~when~~with ithis isclosing ~~more~~of ~~likely~~the ~~than~~Burnsville, ~~not that~~MN ~~such assets will not be realized through future operations~~office.

NoOn ~~provision~~December ~~for~~5, ~~federal~~2016, ~~income~~Richard ~~taxes~~Pomije ~~has~~filed ~~been~~a ~~recorded~~lawsuit ~~due~~against to the ~~net~~Company. ~~operating~~Mr. ~~loss~~Pomije ~~carry~~asserts ~~forwards~~an ~~totaling~~employment ~~$20,035,205~~agreement asexisted ofand ~~November~~a ~~30,~~continuing ~~2018~~obligation ~~that~~of ~~will~~the ~~offset~~Company ~~future~~in ~~taxable~~the ~~income.~~form ~~The~~of ~~available~~a ~~net~~monthly ~~operating~~salary ~~loss~~for ~~carry~~a ~~forwards~~1 ~~will~~year ~~expire~~term infrom ~~various~~May ~~years~~18, ~~through~~2015 ~~2037.~~to ~~Future~~May ~~tax~~17, ~~benefits~~2016 ~~which~~was ~~may~~due ~~arise~~in asaddition to a ~~result~~stock ofsubscription ~~these~~receivable. ~~losses~~Mr. ~~have~~Pomije ~~not~~claims ~~been~~the ~~recognized~~Company inowes ~~these~~him ~~consolidated financial statements~~$260,900, aswhich ~~their~~had ~~realization~~been isfully ~~determined~~accrued ~~not~~for ~~likely~~by ~~to occur and accordingly,~~ the Company ~~has~~as ~~recorded~~of aFebruary ~~valuation~~28, ~~allowance for the future tax loss carry forwards~~2017.

~~The~~On ~~actual~~April ~~income~~18, ~~tax~~2018, ~~provisions~~Mr. ~~differ~~Richard ~~from~~Pomije ~~the~~was ~~expected~~granted ~~amounts~~a ~~calculated~~judgement byfor ~~applying~~ the ~~statutory~~lawsuit ~~income~~he ~~tax~~filed ~~rate~~against to the Company’s ~~loss~~on ~~before~~December ~~income~~5, ~~taxes~~2016. ~~The~~Mr. ~~components~~Pomije ofwas ~~these~~awarded ~~differences~~$256,488 ~~are~~as damages, and $296,488 as ~~follows~~attorney’s atfees ~~November~~and 30costs, ~~2018~~for ~~and~~a total award of $552,976. As at February 28, 2018:, $552,976 has been accrued as payable to Mr. Pomije. During the quarter ending May 31, 2018, $10,910 was paid to Mr. Richard Pomije. As at May 31, 2019, $542,066 has been accrued as payable to Mr. Pomije.

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

The Company filed an appeal on June 13, 2018. On April 1, 2019, the Court of Appeals issued its Unpublished Opinion in favor of the Company with respect to its appeal filed against Mr. Richard Pomije’s judgement on June 13, 2018.

~~Note~~On 11May 9, 2019, Mr. ~~Commitments~~Pomije agreed to extend scheduling deadlines by 60 days to negotiate a settlement prior to trial, which is scheduled for January 2020. See Note 14 for additional information about transactions between the Company and ~~Contingencies~~its former officer.

~~Litigation~~Note 10. Income Taxes

The Company, inaccounts for income taxes under standards issued by the ~~normal~~FASB. ~~course~~Under ofthose ~~business~~standards, isdeferred atax ~~party~~assets toand ~~various~~liabilities ~~ordinary~~are ~~course~~recognized ~~claims~~for ~~and~~future ~~legal~~tax ~~proceedings.~~benefits Inor ~~the~~consequences ~~opinion~~attributable ofto ~~management,~~temporary differences between the ~~ultimate~~financial ~~resolution~~statement carrying amounts of ~~these~~existing ~~matters,~~assets ~~individually~~and liabilities and intheir ~~the~~respective ~~aggregate,~~tax ~~will~~bases. ~~not~~Deferred ~~have~~tax aassets ~~material~~and ~~adverse~~liabilities ~~effect~~are onmeasured using enacted tax rates expected to apply to taxable income in the ~~Company’s~~years ~~financial~~in ~~position~~which those temporary differences are expected to be recovered or ~~results~~settled. ofA valuation allowance is provided for significant deferred tax assets when it is more likely than not that such assets will not be realized through future operations.

OnNo ~~December~~provision 5,for ~~2016,~~federal ~~Richard~~income ~~Pomije~~taxes ~~filed~~has abeen ~~lawsuit~~recorded ~~against~~due to the ~~Company.~~net ~~Mr.~~operating ~~Pomije~~loss ~~asserts~~carry anforwards ~~employment~~totaling ~~agreement~~$20,476,048 ~~existed~~as ~~and~~of aMay ~~continuing~~31, ~~obligation~~2019 ofthat ~~the~~will ~~Company~~offset infuture ~~the~~taxable ~~form~~income. ofThe aavailable ~~monthly~~net ~~salary~~operating ~~for~~loss acarry 1forwards ~~year~~will ~~term~~expire ~~from~~in ~~May~~various ~~18,~~years ~~2015~~through to2039. ~~May~~Future ~~17,~~tax ~~2016~~benefits ~~was~~which ~~due~~may inarise ~~addition~~as to a ~~stock~~result ~~subscription~~of ~~receivable.~~these ~~Mr.~~losses ~~Pomije~~have ~~claims~~not ~~the~~been ~~Company~~recognized ~~owes~~in ~~him~~these ~~$260~~consolidated financial statements,~~900,~~ ~~which~~as ~~had~~their ~~been~~realization ~~fully~~is ~~accrued~~determined ~~for~~not bylikely to occur and accordingly, the Company ashas ofrecorded ~~February~~a ~~28,~~valuation ~~2017.~~allowance for the future tax loss carry forwards.

OnThe ~~April~~actual ~~18,~~income ~~2018,~~tax ~~Mr.~~provisions ~~Richard~~differ ~~Pomije~~from ~~was granted a judgement for~~ the ~~lawsuit~~expected heamounts ~~filed~~calculated ~~against~~by applying the ~~Company~~statutory onincome ~~December~~tax 5,rate ~~2016.~~to ~~Mr.~~the ~~Pomije was awarded $256,488 as damages, and $296,488 as attorney~~Company’s ~~fees~~loss ~~and~~before ~~costs,~~income ~~for~~taxes. aThe ~~total~~components ~~award~~ of ~~$552,976.~~these Asdifferences atare ~~February 28, 2018, $552,976 has been accrued~~ as ~~payable~~follows toat ~~Mr. Pomije. During the quarter ending~~ May 31, ~~2018,~~2019 ~~$10,910~~and ~~was~~February ~~paid to Mr. Richard Pomije. As at November 30~~28, ~~2018,~~2019: ~~$542,066 has been accrued as payable to Mr. Pomije. The Company has filed an appeal. See Note 16 for additional information about transactions between the Company and its former officer.~~

F-17 Table of Contents

	May 31, 2019			February 28, 2019
Net tax loss carry-forwards	$	20,476,048		$	20,331,988
Statutory rate		21	%		21	%
Expected tax recovery		4,299,970			4,269,717
Change in valuation allowance		(4,299,970	)		(4,269,717	)
Income tax provision	$	-		$	-

Components of deferred tax asset:
Non capital tax loss carry forwards	$	4,299,970		$	4,269,717
Less: valuation allowance		(4,299,970	)		(4,269,717	)
Net deferred tax asset	$	-		$	-

~~Lease~~18 ~~Commitments~~Table of Contents

AsNote ~~of November 30, 2018, we have one outstanding operating lease~~11. ~~The~~Commitments lease is for 700 square feet of office space in Vancouver, British Columbia for our Rezserve subsidiary. The lease is month-to-month with either party able to terminate the lease with one month of notice. Gross rent is approximately $1,160 per month. On November 30, 2018, the Company provided one month’s notice to terminate the lease, and ~~the office will be vacated by December 31, 2018.~~Contingencies

~~Note 12. Earnings (Loss) Per Share~~ Litigation

The Company, ~~computes~~in ~~earnings~~the ~~per~~normal ~~share~~course ~~using~~of ~~two different methods~~business, ~~basic~~is ~~and~~a ~~diluted,~~party ~~and~~to ~~presents~~various ~~per~~ordinary ~~share~~course ~~data~~claims ~~for~~and ~~all~~legal ~~periods~~proceedings. inIn ~~which~~the ~~statements~~opinion of ~~operations~~management, ~~are presented. Basic earnings per share are computed by dividing net income (loss) by~~ the ~~weighted~~ultimate ~~average~~resolution ~~number~~ of ~~shares~~these ofmatters, ~~common~~individually ~~stock~~and ~~outstanding.~~in ~~Diluted~~the ~~earnings~~aggregate, ~~per~~will ~~share~~not ~~are~~have ~~computed~~a bymaterial ~~dividing~~adverse ~~net~~effect ~~income~~on ~~(loss) by~~ the ~~weighted~~Company’s ~~average~~financial ~~number~~position ofor ~~shares~~results of ~~common stock and common stock equivalents outstanding~~operations.

~~Due~~On toDecember 5, 2016, Richard Pomije filed a lawsuit against the ~~recent~~Company. ~~net~~Mr. ~~losses~~Pomije ~~generated~~asserts byan employment agreement existed and a continuing obligation of the Company in the form of a monthly salary for a 1 year term from May 18, ~~there~~2015 ~~are~~to noMay ~~dilutive~~17, ~~elements~~2016 was due in addition to a stock subscription receivable. ~~Therefore~~Mr. Pomije claims the Company owes him $260,900, ~~basic~~which ~~and~~had ~~diluted~~been ~~EPS~~fully ~~are~~accrued for by the ~~same~~Company as of February 28, 2017.

~~The~~On ~~following~~April ~~tables~~18, ~~provide~~2018, Mr. Richard Pomije was granted a ~~reconciliation~~judgement offor the ~~numerators~~lawsuit ~~and~~he ~~denominators~~filed ~~used~~against inthe ~~calculating~~Company ~~basic~~on December 5, 2016. Mr. Pomije was awarded $256,488 as damages, and ~~diluted~~$296,488 ~~earnings~~as ~~(loss)~~attorney’s ~~per~~fees ~~share~~and costs, for ~~the~~a ~~second~~total ~~quarter~~award of ~~fiscal~~$552,976. ~~years~~As ~~2019~~at ~~and~~February 28, 2018:, $552,976 has been accrued as payable to Mr. Pomije. During the quarter ending May 31, 2018, $10,910 was paid to Mr. Richard Pomije. As at May 31, 2019, $542,066 has been accrued as payable to Mr. Pomije.

	November 30, 2018			November 30, 2017
Basic earnings (loss) per share calculation:
Net loss to common shareholders	$	(6,774,498	)	$	(4,870,787	)
Weighted average number of common shares outstanding		114,708,907			58,622,658
Basic net loss per share	$	(0.06	)	$	(0.08	)
Diluted earnings (loss) per share calculation:
Net loss to common shareholders	$	(6,774,498	)	$	(4,870,787	)
Weighted average number of common shares outstanding		114,708,907			58,622,658
Stock options (1)					-
Warrants (2)					-
Diluted weighted average common shares outstanding		114,708,907			58,622,658
Diluted net loss per share	$	(0.06	)	$	(0.08	)

(1)	At November 30, 2018 and November 30, 2017, there were 15,759,121 and 2,392,310, respectively, of stock options equivalent to common shares outstanding. The stock options are anti-dilutive at November 30, 2018 and November 30, 2017 and therefore, have been excluded from diluted earnings (loss) per share.
(2)	At November 30, 2018 and November 30, 2017, there were outstanding warrants equivalent to 9,044,740 and 8,660,000 common shares, respectively. The warrants are anti-dilutive at November 30, 2018 and November 30, 2017 and therefore, have been excluded from diluted earnings (loss) per share.

On May 9, 2019, Mr. Pomije agreed to extend scheduling deadlines by 60 days to negotiate a settlement prior to trial, which is scheduled for January 2020. See Note 14 for additional information about transactions between the Company and its former officer.

~~Note~~Lease ~~13. Acquisitions~~ Commitments

~~Congo~~As ~~Ltd.~~of ~~Acquisition~~May 31, 2019, there are no operating leases in place.

OnNote ~~December 7, 2017, the Company closed on an asset purchase agreement for the acquisition of Congo Ltd~~12. ~~(Congo).~~Earnings ~~Congo, based in Houston, TX, owns and operates a web-based platform offering; a portal connecting attorneys to prospective clients through a marketplace setting; a software-as-a-service~~ (~~SaaS~~Loss) ~~subscription,~~Per ~~selling~~Share web features to attorneys for their use on their respective law firm websites, and; the creation of customized online directories. The Company granted 3,000,000 shares of its common stock to the existing owners of Congo. The closing price of the Company’s common stock on the acquisition date was $0.28 per share, therefore, the fair value of common stock issued was $840,000. The stock was issued in February 2018.

~~This~~The ~~acquisition~~Company ~~was~~computes ~~accounted~~earnings ~~for~~per share using ~~the~~two ~~replacement~~different ~~cost~~methods, ~~method~~basic and diluted, ~~where~~and ~~the~~presents ~~cost~~per toshare ~~replace~~data orfor ~~recreate~~all periods in which statements of operations are presented. Basic earnings per share are computed by dividing net income (loss) by the ~~subject~~weighted ~~asset~~average isnumber ~~estimated~~of shares of common stock outstanding. ~~The~~Diluted ~~agreement~~earnings ~~included~~per ~~customary~~share ~~representations,~~are ~~warranties,~~computed ~~and~~by ~~covenants~~dividing net income (loss) by usthe weighted average number of shares of common stock and ~~Congo~~common stock equivalents outstanding.

~~F-18~~Due ~~Table~~to ofthe ~~Contents~~recent net losses generated by the Company, there are no dilutive elements. Therefore, basic and diluted EPS are the same.

~~According~~The tofollowing ~~the~~tables ~~replacement~~provide ~~cost~~a ~~method~~reconciliation of ~~accounting,~~ the ~~Company~~numerators ~~recognized~~and denominators used in calculating basic and diluted earnings (loss) per share for the ~~identifiable~~first ~~assets~~quarter ~~acquired~~of asfiscal ~~follows~~years 2020 and 2019:

Developed Technology, Platform and code base		420,000
	Fiscal 2020			Fiscal 2019
Developed Technology, New code base and databases		432,000
Basic earnings (loss) per share calculation:
Assembled Workforce		35,000
Net loss to common shareholders	$	(558,567	)	$	(2,256,142	)
Goodwill		78,000
Weighted average number of common shares outstanding		289,973,493			86,876,957
Total intangibles and goodwill		965,000
Basic net loss per share	$	(0.00	)	$	(0.03	)
Total assets acquired, net		965,000
Diluted earnings (loss) per share calculation:
Net loss to common shareholders	$	(558,567	)	$	(2,256,142	)
Weighted average number of common shares outstanding		289,973,493			86,876,957
Stock options (1)		-			-
Warrants (2)		-			-
Diluted weighted average common shares outstanding		289,973,493			86,876,957
Diluted net loss per share	$	(0.00	)	$	(0.03	)

~~The purchase price consisted of the following:~~__________

Common stock		840,000
(1)	At May 31, 2019 and May 31, 2018, there were 14,723,962 and 6,235,159, respectively, of stock options equivalent to common shares outstanding. The stock options are anti-dilutive at May 31, 2019 and May 31, 2018 and therefore, have been excluded from diluted earnings (loss) per share.
Cash consideration		75,000
(2)	At May 31, 2019 and May 31, 2018, there were outstanding warrants equivalent to 6,080,000 and 9,044,740 common shares, respectively. The warrants are anti-dilutive at May 31, 2019 and May 31, 2018 and therefore, have been excluded from diluted earnings (loss) per share.
Earnest money		50,000
Total purchase price		965,000

~~The~~ 19 Table ~~Company reviewed the fair value~~ of the total assets of the acquisition and concluded the fair value of the goodwill and intangible assets which were acquired was less than the fair value of the common stock which was used to pay for the business. Accordingly, the Company recorded an impairment expense of $926,252 related to this acquisition in fiscal 2018. Contents

AsNote ~~the~~13. ~~company~~Debt ~~is not using the assets in the same manner as the predecessor company, no proforma financials are presented.~~

~~CityInformation,~~Convertible ~~B.V.~~Note ~~Acquisition~~Payable - Related Party

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

~~This~~On ~~acquisition~~September ~~was~~14, ~~accounted~~2016, ~~for~~subject ~~using~~to ~~the~~a ~~replacement~~stock ~~cost~~purchase ~~method~~agreement, ~~where~~ the ~~cost~~Company tosigned ~~replace~~a orsecured ~~recreate~~convertible ~~the~~note ~~subject~~of ~~asset~~$400,000 iswith ~~estimated~~Clint Skidmore, founder of Rezserve Technology Ltd (“Rezserve”). The ~~agreement~~interest ~~included~~free ~~customary~~note ~~representations~~is due and payable within one year, ~~warranties~~at which time it can be converted into up to 1,000,000 shares ~~and~~of ~~covenants~~the byCompany’s uscommon stock at a conversion price of $0.40 per share. The Company evaluated the note and ~~CityInformation~~determined that as the fixed exercise price exceeded the closing market price on the note issuance date, that no beneficial conversion feature was present.

~~According~~On December 22, 2017, the Company formalized its agreement to extend and convert the ~~replacement~~original ~~cost~~convertible ~~method~~note of ~~accounting~~$400,000 for Clint Skidmore to October 31, 2018, original founder of Rezserve Technologies Ltd. The Company has repaid $80,000 to Clint Skidmore, and converted $210,000 of the note to 1,100,000 shares of the Company’s ~~recognized~~common stock, resulting in a loss on conversion of $13,000. At May 31, 2019, the ~~identifiable~~Company ~~assets~~owes ~~acquired~~$110,000 asto ~~follows:~~Clint Skidmore, bearing no interest. This note had imputed interest expense of $11,500 in fiscal 2019, and $2,773 in the first quarter of fiscal 2020.

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

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

~~The~~Darvin ~~purchase~~Habben ~~price~~- ~~consisted~~Note ~~of the following:~~

Common stock			821,667
Total purchase price			821,667

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

~~The~~On ~~Company~~May ~~reviewed~~9, ~~the~~2018, ~~fair value of~~ the ~~total~~Company ~~assets~~converted of the ~~acquisition~~$500,000 ~~and~~convertible ~~concluded~~note ~~the~~with ~~fair~~Darvin ~~value~~Habben, ofChairman, ~~the~~along ~~goodwill~~with accrued and ~~intangible~~unpaid ~~assets~~interest ~~which~~of ~~were~~$38,027.40, ~~acquired~~to ~~was~~5,380,274 ~~less~~shares ~~than the fair value~~ of ~~the~~its common stock ~~which~~at ~~was~~a ~~used~~conversion toprice ~~pay~~of ~~for~~$0.10 ~~the~~per ~~business~~share. ~~Accordingly,~~The ~~the~~company ~~Company~~ recorded andebt ~~impairment~~discount amortization expense of $~~795~~191,~~508~~507 during the quarter ended May 31, 2018, related to this ~~acquisition~~debt’s inconversion ~~fiscal~~recorded ~~2018~~at inception.

AsPromissory ~~the~~Note ~~company~~Payable is- ~~not~~Related ~~using~~Party ~~the assets in the same manner as the predecessor company, no proforma financials are presented.~~

~~F-19~~Derek ~~Table~~Schumann of- ~~Contents~~Note

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

On ~~July~~May 19, ~~2017~~2018, the Company ~~closed~~converted onthe an$100,000 ~~agreement~~promissory ~~and~~note ~~plan~~with ofDerek ~~share exchange and acquired Comencia~~Schumann, ~~a related party Company~~Director, ~~which~~to ~~was partly owned by an officer of the Company. The Company granted 2~~1,~~500~~000,000 shares of its common stock toat ~~the~~a ~~existing~~conversion ~~owners of Comencia, Inc. The closing~~ price of ~~the Company’s common stock on the acquisition date was~~ $0.3010 per share,. ~~therefore,~~The ~~the~~company ~~fair~~recorded ~~value~~debt ofdiscount ~~common~~amortization ~~stock~~expense ~~issued~~of ~~was~~ $~~750~~69,~~000.~~452 Asduring ~~part of~~ the ~~closing~~quarter ofended ~~this~~May ~~agreement~~31, ~~the~~2018, ~~Company~~related ~~made~~to athis ~~cash~~debt’s ~~payment~~conversion ~~and~~recorded ~~issued~~at ~~a note receivable from Comencia for $55,000~~inception. The ~~terms of the~~ note ~~include~~had ~~payable~~imputed oninterest ~~demand within 30 days~~ of ~~notice~~$1,917 ~~and~~during athe ~~3.0%~~quarter ~~annual~~ended ~~interest~~May ~~rate.~~31, ~~This note has not yet been repaid~~2018.

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

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

Cash	11,989
Other assets	13,115
Total assets	25,104
Accrued expenses	(12,741	)
Long-term payables	(52,422	)
Total liabilities	(65,163	)
Customer Lists	33,000
Intellectual Property	48,800
Trademarks	7,000
Total intangibles	88,800
Total assets acquired, net	48,741
Additional consideration given as compensation expense	701,259
Total consideration	750,000

Table of Contents

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

Common stock			750,000
Total purchase price			750,000

Darvin Habben - Note

~~This~~On ~~transaction~~July ~~was~~27, 2017, the Company signed a ~~non-arms~~promissory ~~length~~note ~~transaction~~of $150,000 aswith Darvin Habben, Chairman. This interest free note is due and payable within one ofyear ~~Comencia’s~~and ~~owners~~bears ~~was~~no ainterest. ~~Director~~The Company issued 1,000,000 warrants to Darvin Habben in connection with this note, with an exercise price of ~~Digitaltown~~$0.10, Asand ~~such~~expiry date of July 27, 2027. The Company recorded a warrant discount equal to $~~750~~150,000 ~~was~~due ~~recorded~~to this warrant feature. The note had imputed interest of $8,877 as of February 28, 2018. The warrant discount had a ~~stock-based~~balance ~~compensation~~at inFebruary ~~fiscal~~28, 2018 of $105,616. The Company recorded warrant discount amortization expense of $44,384 during the year ended February 28, 2018.

~~F-20~~On ~~Table~~May 9, 2018, the Company converted the $150,000 promissory note with Carvin Habben, Chairman, to 1,500,000 shares of ~~Contents~~its common stock at a conversion price of $0.10 per share. The company recorded debt discount amortization expense of $105,616 during the quarter ended May 31, 2018, related to this debt’s conversion recorded at inception. The note had imputed interest of $2,875 during the quarter ended May 31, 2018.

~~The~~Convertible ~~unaudited~~Note ~~supplemental~~Payable ~~pro~~- ~~forma~~Third ~~results~~Party ~~of operations of the combined entities had the date of the acquisition been March 1, 2017 is as follows:~~

	Combined Pro Forma:
	For Nine Months Ended
	November 30, 2017
Revenues	$	322,135
Cost of revenues		622,012
Gross profit (loss)		(299,877	)
Operating expenses:
Selling, general and administrative expenses		4,006,775
Loss from operations		(4,306,652	)
Other income (expense)		(156,355	)
Net loss	$	(4,463,007	)
Weighted average number of common shares
Outstanding – basic and fully diluted		58,622,658
Net loss per share – basic and fully diluted	$	(0.08	)

PowerUp Lending - Note 1

~~Note~~On 14October 30, 2017, the Company issued a convertible note to PowerUp Lending Group Ltd. ~~Debt~~for $75,000 of cash consideration. The note bears interest at 12%, matures on October 30, 2018, and is convertible after 180 days into common stock at 61% of the lowest 3 closing market prices of the previous 10 trading days prior to conversion. The Company recorded a debt discount equal to $47,951 due to this conversion feature.

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

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

On ~~September~~May 1410, ~~2016~~2018, ~~subject~~PowerUp toLending aGroup ~~stock~~Ltd. ~~purchase~~converted ~~agreement, the Company signed a secured convertible note of~~ $~~400~~15,000 ~~with~~of ~~Clint~~the ~~Skidmore,~~principal ~~founder~~amount of ~~Rezserve~~the ~~Technology~~October ~~Ltd~~30, ~~(“Rezserve”).~~2017 ~~The interest free~~ note ~~is due and payable within one year, at which time it can be converted~~ into ~~up to 1~~245,~~000,000~~ 902 shares of the Company’s common stock, atleaving a ~~conversion~~principal ~~price~~balance due of $~~0.40 per share. The Company evaluated the note and determined that as the fixed exercise price exceeded the closing market price on the note issuance date~~35, ~~that no beneficial conversion feature was present~~000.

On ~~December~~May 2215, ~~2017, the Company formalized its agreement to extend and convert the original convertible note of $400,000 for Clint Skidmore to October 31,~~ 2018, ~~original~~PowerUp ~~founder~~Lending ofGroup ~~Rezserve Technologies~~ Ltd. ~~The~~converted ~~Company has repaid~~ $8020,000 toof ~~Clint~~the ~~Skidmore,~~principal ~~and~~amount ~~converted $210,000~~ of the October 30, 2017 note tointo 1327,~~100,000~~869 shares of the Company’s common stock, ~~resulting~~leaving in a ~~loss~~principal onbalance ~~conversion~~due of $1315,000. At November 30, 2018, the Company owes $110,000 to Clint Skidmore, bearing no interest. This note had imputed interest expense of $38,000 in fiscal 2018, and imputed interest of $8,750 in the first three quarters of fiscal 2019.

~~The~~On ~~Company~~May ~~evaluated~~16, ~~the~~2018, ~~convertible~~PowerUp ~~note~~Lending ~~and~~Group ~~determined~~Ltd. ~~that~~converted ~~the~~$15,000 ~~shares~~of ~~issuable pursuant to~~ the ~~conversion~~principal ~~option~~amount, ~~were~~plus ~~determinate~~$4,500 ~~due~~in toaccrued ~~the~~and ~~fixed~~unpaid ~~conversion~~interest, ~~price~~of ~~and,~~the asOctober ~~such~~30, ~~does~~2017 ~~not~~note ~~constitute~~into a319,672 ~~derivative~~shares ~~liability~~of as the Company’s ~~has~~common ~~sufficient~~stock, ~~authorized~~fully ~~shares~~extinguishing this note.

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

OnPowerUp ~~May~~Lending 9,- ~~2018,~~Note ~~the~~2 Company converted the $500,000 convertible note with Darvin Habben, Chairman, along with accrued and unpaid interest of $38,028, to 5,380,274 shares of its common stock at a conversion price of $0.10 per share. The company recorded debt discount amortization expense of $191,507 during the quarter ended May 31, 2018, related to this debt’s conversion recorded at inception.

~~Promissory~~On ~~Note~~November ~~Payable~~30, -2017, ~~Related~~the ~~Party~~Company issued a convertible note to PowerUp Lending Group Ltd. for $58,000 of cash consideration. The note bears interest at 12%, matures on November 30, 2018, and is convertible into common stock at 61% of the lowest 3 closing market prices of the previous 10 trading days prior to conversion, with a fixed price floor of $0.00009. The Company recorded a debt discount equal to $28,754 due to this conversion feature. The note had accrued interest of $3,456 as of May 31, 2018. The debt discount had a balance at May 31, 2018 of $19,213. The Company recorded debt discount amortization expense of $9,541 during the quarter ended May 31, 2018.

~~Derek~~On ~~Schumann~~June -14, ~~Note~~2018, PowerUp Lending Group Ltd. converted $20,000 of the principal amount of the November 30, 2017 note into 309,119 shares of the Company’s common stock, leaving a principal balance due of $38,000.

On ~~July~~June 20, ~~2017~~2018, ~~the~~PowerUp ~~Company~~Lending ~~signed~~Group aLtd. ~~promissory~~converted ~~note of~~ $~~100~~15,000 ~~with~~of ~~Derek~~the ~~Schumann,~~principal ~~Director.~~amount ~~This~~of ~~interest~~the ~~free~~November ~~note is due and payable within one year and bears no interest. The Company issued 1~~30,~~000,000~~ ~~warrants~~2017 ~~to Derek Schumann in connection with this~~ note, ~~with~~into ~~an exercise price of $0.10~~196,592 ~~and~~shares ~~expiry date~~ of ~~July~~the ~~20, 2027. The~~ Company’s ~~recorded~~common ~~a warrant discount equal to $100~~stock,~~000~~ ~~due~~leaving ~~to this warrant feature. The note had imputed interest of $6,110 as of February 28, 2018. The warrant discount had~~ a principal balance atdue ~~February 28, 2018~~ of $6923,~~452~~000. ~~The Company recorded warrant discount amortization expense of $30,548 during the year ended February 28, 2018.~~

F-21 Table of Contents

On ~~May~~June 929, 2018, ~~the~~PowerUp ~~Company~~Lending ~~converted~~Group ~~the~~Ltd. converted $~~100~~15,000 ~~promissory note with Derek Schumann, Director, to 1,000,000 shares~~ of ~~its~~the ~~common~~principal ~~stock~~amount ~~at a conversion price~~ of ~~$0.10~~the ~~per~~November ~~share.~~30, ~~The~~2017 ~~company~~note ~~recorded~~into ~~debt~~257,290 ~~discount~~shares ~~amortization expense~~ of ~~$69,452 during~~ the ~~quarter ended May 31, 2018, related to this debt~~Company’s ~~conversion~~common ~~recorded~~stock, atleaving ~~inception.~~a ~~The~~principal ~~note~~balance ~~had~~due ~~imputed interest~~ of $18,~~917 during the quarter ended May 31, 2018~~000.

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

OnDuring ~~July 20, 2017,~~ the ~~Company~~second ~~signed~~quarter ~~a promissory note~~ of ~~$100,000~~fiscal ~~with Greg Foss~~2019, ~~Director.~~the ~~This interest free note is due and payable within one year and bears no interest. The~~ Company ~~issued 1,000,000 warrants to Greg Foss in connection with this note, with an exercise price of $0.10, and expiry date of July 20, 2027. The Company~~ recorded adebt ~~warrant~~ discount ~~equal~~amortization toexpenses ~~$100,000 due to this warrant feature. The note had imputed interest~~ of $619,~~110 as of February 28~~213, ~~2018.~~representing ~~The~~the ~~warrant~~debt discount ~~had a~~ balance ~~at February 28~~, ~~2018~~due ofto ~~$69,452.~~the ~~The~~extinguishment ~~Company recorded warrant discount amortization expense~~ of ~~$30,548~~this ~~during the year ended February 28, 2018~~note.

OnPowerUp ~~May~~Lending 9,- ~~2018,~~Note ~~the~~3 Company converted the $100,000 promissory note with Greg Foss, Director, to 1,000,000 shares of its common stock at a conversion price of $0.10 per share. The company recorded debt discount amortization expense of $69,452 during the quarter ended May 31, 2018, related to this debt’s conversion recorded at inception. The note had imputed interest of $1,917 during the quarter ended May 31, 2018.

~~Darvin~~On ~~Habben~~January -18, ~~Note~~2018, the Company issued a convertible note to PowerUp Lending Group Ltd. for $53,000 of cash consideration. The note bears interest at 12%, matures on January 18, 2019, and is convertible into common stock at 61% of the lowest 3 closing market prices of the previous 10 trading days prior to conversion, with a fixed price floor of $0.00009. The Company recorded a debt discount equal to $33,164 due to this conversion feature. The note had accrued interest of $2,304 as of May 31, 2018. The debt discount had a balance at May 31, 2018 of $21,608. The Company recorded debt discount amortization expense of $8,471 during the quarter ended May 31, 2018.

On July 2711, ~~2017~~2018, the Company ~~signed~~paid ~~a promissory note of~~ $~~150~~78,~~000~~323 ~~with~~to ~~Darvin~~PowerUp ~~Habben,~~Lending ~~Chairman.~~Group ~~This interest free note is due and payable within one year and bears no interest~~Ltd., ~~The~~representing ~~Company issued 1~~$53,000~~,000~~ ~~warrants~~for tothe ~~Darvin~~principal ~~Habben~~of inthe ~~connection~~January ~~with~~18, ~~this~~2018 note, ~~with~~$3,099 anin ~~exercise~~accrued ~~price~~and ofunpaid ~~$0.10~~interest, and ~~expiry~~$22,224 ~~date~~in oflosses ~~July~~on ~~27,~~settlement ~~2027~~of debt. The Company recorded adebt ~~warrant~~ discount ~~equal~~amortization toexpense ~~$150,000 due to this warrant feature. The note had imputed interest~~ of $821,~~877 as of February 28~~608, ~~2018.~~representing ~~The~~the ~~warrant~~debt discount ~~had a~~ balance ~~at February 28~~, ~~2018~~due ofto ~~$105,616.~~the ~~The~~extinguishment ~~Company recorded warrant discount amortization expense~~ of ~~$44,384~~this ~~during the year ended February 28, 2018~~note.

OnPowerUp ~~May~~Lending 9,- ~~2018,~~Note ~~the~~4 Company converted the $150,000 promissory note with Darvin Habben, Chairman, to 1,500,000 shares of its common stock at a conversion price of $0.10 per share. The company recorded debt discount amortization expense of $105,616 during the quarter ended May 31, 2018, related to this debt’s conversion recorded at inception. The note had imputed interest of $2,875 during the quarter ended May 31, 2018.

~~Epik~~On ~~Holdings~~September -17, ~~Note~~2018, the Company issued a convertible note to PowerUp Lending Group Ltd. for $85,000 of cash consideration. The note bears interest at 12%, matures on September 17, 2019, and is convertible into common stock at 61% of the lowest 3 closing market prices of the previous 10 trading days prior to conversion, with a fixed price floor of $0.00009. The Company recorded a debt discount equal to $85,000 due to this conversion feature. The Company recorded debt discount amortization expense of $38,192 during fiscal 2019, and $46,808 during the first quarter of fiscal 2020.

On ~~September~~March 1221, ~~2018~~2019, ~~the~~Power ~~Company~~Up ~~issued~~Lending aGroup ~~promissory note to Epik Holding, Inc~~Ltd. ~~for~~converted $~~765~~18,~~200~~130 ~~for~~of ~~conversion~~the ofprincipal ~~accounts~~amount ~~payable~~of -the ~~related~~September ~~party.~~17, ~~The~~2018 note ~~bears~~into ~~interest at 4%~~7,554,167 ~~and~~shares ~~matures~~of onthe ~~September~~Company’s 12common stock, ~~2019.~~leaving ~~The~~a ~~note~~principal ~~had~~balance ~~accrued~~due ~~interest~~ of $366,~~522 as of November 30, 2018~~870.

~~Robert~~On ~~Monster~~March -25, ~~Note~~2019, Power Up Lending Group Ltd. converted $13,600 of the principal amount of the September 17, 2018 note into 7,555,556 shares of the Company’s common stock, leaving a principal balance due of $53,270.

On ~~November~~March 1527, ~~2018~~2019, ~~the~~Power ~~Company~~Up ~~issued~~Lending aGroup ~~promissory~~Ltd. ~~note~~converted ~~to Robert Monster for~~ $~~150~~13,~~000~~595 ~~for~~of ~~conversion~~the principal amount of ~~outstanding~~the ~~severance~~September ~~owed.~~17, ~~The~~2018 note ~~bears~~into ~~interest at 15%~~7,552,778 ~~and~~shares ~~matures~~of onthe ~~November~~Company’s 15common stock, ~~2019.~~leaving ~~The~~a ~~note~~principal ~~had~~balance ~~accrued~~due ~~interest~~ of $~~925 as of November 30~~39, ~~2018~~675.

~~Convertible~~On ~~Note~~March ~~Payable~~29, -2019, ~~Third~~Power ~~Party~~Up Lending Group Ltd. converted $16,620 of the principal amount of the September 17, 2018 note into 9,233,333 shares of the Company’s common stock, leaving a principal balance due of $23,055.

~~PowerUp~~On April 1, 2019, Power Up Lending -Group ~~Note~~Ltd. 1converted $14,770 of the principal amount of the September 17, 2018 note into 9,231,250 shares of the Company’s common stock, leaving a principal balance due of $8,285.

On ~~May~~April 34, ~~2018~~2019, ~~PowerUp~~Power Up Lending Group Ltd. converted $128,~~000~~285 of the principal amount, plus $5,100 in accrued and unpaid interest, of the ~~October~~September 3017, ~~2017~~2018 note into ~~170~~9,~~940~~560,714 shares of the Company’s common stock, ~~leaving~~fully aextinguishing ~~principal~~this ~~balance due of $63,000~~note.

~~On May 7, 2018,~~ PowerUp Lending ~~Group~~- ~~Ltd.~~Note ~~converted~~5 ~~$13,000 of the principal amount of the October 30, 2017 note into 213,115 shares of the Company’s common stock, leaving a principal balance due of $50,000.~~

~~F-22~~On ~~Table~~October 23, 2018, the Company issued a convertible note to PowerUp Lending Group Ltd. for $53,000 of ~~Contents~~cash consideration. The note bears interest at 12%, matures on October 23, 2019, and is convertible into common stock at 61% of the lowest 3 closing market prices of the previous 10 trading days prior to conversion, with a fixed price floor of $0.00009. The Company recorded a debt discount equal to $49,926 due to this conversion feature. The Company recorded debt discount amortization expense of $20,583 during fiscal 2019, and $32,417 during the first quarter of fiscal 2020.

On ~~May~~April 1026, ~~2018~~2019, ~~PowerUp~~Power Up Lending Group Ltd. converted $1512,~~000~~900 of the principal amount of the October 3023, ~~2017~~2018 note into ~~245~~11,~~902~~727,273 shares of the Company’s common stock, leaving a principal balance due of $3540,~~000~~100.

On ~~May~~April 1530, ~~2018~~2019, ~~PowerUp~~Power Up Lending Group Ltd. converted $2011,~~000~~500 of the principal amount of the October 3023, ~~2017~~2018 note into ~~327~~11,~~869~~734,694 shares of the Company’s common stock, leaving a principal balance due of $1528,~~000~~600.

On22 ~~May~~Table ~~16, 2018, PowerUp Lending Group Ltd. converted $15,000~~ of ~~the principal amount, plus $4,500 in accrued and unpaid interest, of the October 30, 2017 note into 319,672 shares of the Company’s common stock, fully extinguishing this note.~~Contents

~~The~~On ~~Company~~May ~~recorded~~2, ~~debt~~2019, ~~discount~~Power ~~amortization~~Up ~~expenses~~Lending ofGroup Ltd. converted $3210,~~055~~000 ~~related~~of tothe ~~this~~principal ~~note~~amount ~~during~~of the ~~first~~October ~~quarter~~23, 2018 note into 11,764,706 shares of ~~fiscal~~the ~~2019~~Company’s common stock, leaving a principal balance due of $18,600.

~~PowerUp~~On May 3, 2019, Power Up Lending -Group ~~Note~~Ltd. 2converted $8,600 of the principal amount of the October 23, 2018 note into 11,780,822 shares of the Company’s common stock, leaving a principal balance due of $10,000.

On November 30, 2017, the Company issued a convertible note to PowerUp Lending Group Ltd. for $58,000 of cash consideration. The note bears interest at 12%, matures on November 30, 2018, and is convertible after 180 days into common stock at 61% of the lowest 3 closing market prices of the previous 10 trading days prior to conversion. The Company recorded a debt discount equal to $28,754 due to this conversion feature. The note had accrued interest of $3,456 as of May 316, ~~2018. The debt discount had a balance at May 31~~2019, ~~2018~~Power ofUp ~~$19,213. The Company recorded debt discount amortization expense of $9,541 during the quarter ended May 31, 2018. On June 14, 2018, PowerUp~~ Lending Group Ltd. converted $208,~~000~~600 of the principal amount of the ~~November~~October 3023, ~~2017~~2018 note into ~~309~~11,~~119~~780,822 shares of the Company’s common stock, leaving a principal balance due of $381,~~000~~400.

On ~~June~~May 208, ~~2018~~2019, ~~PowerUp~~Power Up Lending Group Ltd. converted $151,~~000~~400 of the principal amount, plus $3,180 in accrued and unpaid interest, of the ~~November~~October 3023, ~~2017~~2018 note into ~~196~~6,~~592~~273,973 shares of the Company’s common stock, ~~leaving~~fully aextinguishing ~~principal~~this ~~balance due of $23,000~~note.

~~On June 29, 2018,~~ PowerUp Lending ~~Group~~- ~~Ltd.~~Note ~~converted~~6 ~~$15,000 of the principal amount of the November 30, 2017 note into 257,290 shares of the Company’s common stock, leaving a principal balance due of $8,000.~~

On ~~July~~January 2022, ~~2018~~2019, the Company issued a convertible note to PowerUp Lending Group Ltd. ~~converted~~for $812,~~000~~500 of cash consideration. The note bears interest at 12%, matures on January 22, 2020, and is convertible after 180 days into common stock at 50% of the ~~principal~~lowest ~~amount~~closing market prices of the previous 20 trading days prior to conversion, ~~plus~~with a fixed price floor of $30.00009. The Company recorded a debt discount equal to $12,~~480~~500 indue ~~accrued~~to ~~and~~this ~~unpaid~~conversion feature. The note had accrued interest, of ~~the~~$942 ~~November~~as 30of May 31, ~~2017~~2019. ~~note~~The ~~into~~debt ~~376~~discount had a balance at May 31,~~393~~ ~~shares~~2019 of ~~the~~$8,082. The Company’s ~~common~~recorded ~~stock~~debt discount amortization expense of $1,267 ~~fully~~during ~~extinguishing~~the ~~this~~quarter ~~note~~ended February 28, 2019, and $3,151 during the quarter ended May 31, 2019.

~~During~~The Company evaluated the ~~second~~convertible ~~quarter~~note ofand ~~fiscal~~determined ~~2019,~~that the ~~Company~~shares ~~recorded~~issuable ~~debt~~pursuant ~~discount~~to ~~amortization~~the ~~expenses~~conversion ofoption ~~$19,213,~~were ~~representing~~determinate due to the ~~debt~~fixed ~~discount~~conversion ~~balance~~price and, ~~due~~as tosuch, does not constitute a derivative liability as the ~~extinguishment~~Company ofhas ~~this~~sufficient ~~note~~authorized shares.

PowerUp Lending - Note 37

On ~~July~~May 119, ~~2018~~2019, the Company ~~paid~~issued ~~$78,323~~a convertible note to PowerUp Lending Group Ltd., ~~representing~~for $5345,000 ~~for~~of ~~the~~cash ~~principal~~consideration. ofThe ~~the~~note ~~January~~bears 18interest at 12%, ~~2018~~matures ~~note~~on May 9, $32020,~~099~~ inand ~~accrued~~is ~~and~~convertible ~~unpaid~~after ~~interest,~~180 ~~and~~days ~~$22~~into common stock at 55% of the lowest closing market prices of the previous 20 trading days prior to conversion,~~224~~ inwith ~~losses~~a onfixed ~~settlement~~price floor of ~~debt~~$0.00006. The Company recorded a debt discount ~~amortization~~equal ~~expense~~to $45,000 due to this conversion feature. The note had accrued interest of $21325 as of May 31,~~608,~~ ~~representing~~2019. ~~the~~The debt discount had a balance at May 31, ~~due~~2019 toof ~~the~~$42,288. ~~extinguishment~~The Company recorded debt discount amortization expense of ~~this~~$2,712 ~~note~~during the quarter ended May 31, 2019.

~~PowerUp~~The ~~Lending~~Company -evaluated ~~Note~~the 4convertible note and determined that the shares issuable pursuant to the conversion option were determinate due to the fixed conversion price and, as such, does not constitute a derivative liability as the Company has sufficient authorized shares.

OnCrown ~~September~~Bridge ~~17,~~- ~~2018,~~Note ~~the~~1 Company issued a convertible note to PowerUp Lending Group Ltd. for $85,000 of cash consideration. The note bears interest at 12%, matures on September 17, 2019, and is convertible after 180 days into common stock at 61% of the lowest 3 closing market prices of the previous 10 trading days prior to conversion. The Company recorded a debt discount equal to $85,000 due to this conversion feature. The note had accrued interest of $2,068 as of November 30, 2018. The debt discount had a balance at November 30, 2018 of $67,767. The Company recorded debt discount amortization expense of $17,233 during the quarter ended November 30, 2018.

~~The~~On ~~Company~~January ~~evaluated~~30, 2018, the Company issued a convertible note to Crown Bridge Partners, LLC. for $55,000 of cash consideration. The note bears interest at 10%, matures on January 30, 2019, and ~~determined~~is ~~that~~convertible into common stock at 61% of the ~~shares~~lowest ~~issuable~~3 ~~pursuant~~closing tomarket prices of the ~~conversion~~previous ~~option~~20 ~~were~~trading ~~determinate~~days ~~due~~prior to ~~the~~conversion, with a fixed ~~conversion~~floor price ~~and~~of $0.0001. The Company recorded a debt discount equal to $33,246 due to this conversion feature. The Company also recorded a $3,000 debt discount due to issuance fees. The note had accrued interest of $1,812 as ~~such~~of May 31, ~~does~~2018. ~~not~~The ~~constitute~~debt discount had a ~~derivative~~balance ~~liability~~at asMay ~~the~~31, 2018 of $24,305. The Company ~~has~~recorded ~~sufficient~~debt ~~authorized~~discount ~~shares~~amortization expense of $9,062 during the quarter ended May 31, 2018.

~~F-23~~On ~~Table~~July 25, 2018, the Company paid $83,312 to Crown Bridge Partners, LLC., representing $55,000 for the principal of ~~Contents~~the January 30, 2018 note, $2,499 in accrued and unpaid interest, and $25,813 in losses on settlement of debt. The Company recorded debt discount amortization expense of $24,305, representing the debt discount balance, due to the extinguishment of this note.

~~PowerUp~~Crown ~~Lending~~Bridge - Note 52

~~The~~On ~~Company~~September ~~evaluated~~27, 2018, the Company issued a convertible note to Crown Bridge Partners, LLC. for $55,000 of cash consideration. The note bears interest at 10%, matures on September 29, 2019, and ~~determined~~is ~~that~~convertible into common stock at 61% of the ~~shares~~lowest ~~issuable~~3 ~~pursuant~~closing tomarket prices of the ~~conversion~~previous ~~option~~20 ~~were~~trading ~~determinate~~days ~~due~~prior to ~~the~~conversion, with a fixed ~~conversion~~floor price ~~and~~of $0.0001. The Company recorded a debt discount equal to $52,000 due to this conversion feature. The Company also recorded a $3,000 debt discount due to issuance fees. The note had accrued interest of $2,321 as ~~such~~of February 28, ~~does~~2019. ~~not~~The ~~constitute~~debt discount had a ~~derivative~~balance ~~liability~~at asFebruary ~~the~~28, 2019 of $31,795. The Company ~~has~~recorded ~~sufficient~~debt ~~authorized~~discount ~~shares~~amortization expense of $23,205 during fiscal 2019.

On April 4, 2019, Crown Bridge -Partners, ~~Note~~LLC 1converted $9,022 of the principal amount of the September 27, 2018 note into 9,200,000 shares of the Company’s common stock, leaving a principal balance due of $45,978.

On23 ~~January~~Table ~~30, 2018, the Company issued a convertible note to Crown Bridge Partners, LLC. for $55,000~~ of cash consideration. The note bears interest at 10%, matures on January 30, 2019, and is convertible after 180 days into common stock at 61% of the lowest 3 closing market prices of the previous 20 trading days prior to conversion. The Company recorded a debt discount equal to $33,246 due to this conversion feature. The Company also recorded a $3,000 debt discount due to issuance fees. The note had accrued interest of $1,812 as of May 31, 2018. The debt discount had a balance at May 31, 2018 of $24,305. The Company recorded debt discount amortization expense of $9,062 during the quarter ended May 31, 2018.Contents

On ~~July~~April 2512, ~~2018~~2019, ~~the Company paid $83,312 to~~ Crown Bridge Partners, LLC., ~~representing~~converted $5510,~~000~~111 ~~for~~of the principal amount of the ~~January~~September 3027, 2018 note, ~~$2,499~~into ~~in accrued and unpaid interest~~11, ~~and $25~~790,~~813~~000 inshares ~~losses on settlement~~ of ~~debt.~~the ~~The~~ Company’s ~~recorded~~common ~~debt discount amortization expense of $24~~stock,~~305,~~ ~~representing~~leaving ~~the~~a ~~debt~~principal ~~discount~~ balance, due ~~to the extinguishment~~ of ~~this note~~$35,867.

On April 23, 2019, Crown Bridge -Partners, ~~Note~~LLC 2converted $10,956 of the principal amount of the September 27, 2018 note into 12,380,000 shares of the Company’s common stock, leaving a principal balance due of $25,411.

On ~~September~~May 293, ~~2018~~2019, ~~the Company issued a convertible note to~~ Crown Bridge Partners, LLC. ~~for~~converted $557,~~000~~852 of ~~cash~~the ~~consideration.~~principal ~~The~~amount ~~note~~of ~~bears~~the ~~interest~~September ~~at 10%~~27, ~~matures~~2018 onnote ~~September~~into 2913, ~~2019~~580,000 ~~and~~shares ~~is convertible after 180 days into common stock at 61%~~ of the ~~lowest 3 closing market prices of the previous 20 trading days prior to conversion. The~~ Company’s ~~recorded~~common ~~a debt discount equal to $52~~stock,~~000~~ ~~due~~leaving ~~to this conversion feature. The Company also recorded~~ a ~~$3,000~~principal ~~debt~~balance ~~discount~~ due ~~to issuance fees. The note had accrued interest~~ of $~~964 as of November 30~~17, ~~2018~~930. ~~The debt discount had a balance at November 30, 2018 of $45,356. The Company recorded debt discount amortization expense of $9,644 during the quarter ended November 30, 2018.~~

~~The~~On ~~Company~~May ~~evaluated~~9, ~~the~~2019, ~~convertible~~Crown ~~note~~Bridge ~~and~~Partners, ~~determined~~LLC ~~that~~converted ~~the~~$6,745 ~~shares~~of ~~issuable pursuant to~~ the ~~conversion~~principal ~~option~~amount ~~were~~of ~~determinate due to~~ the ~~fixed~~September ~~conversion~~27, ~~price~~2018 ~~and,~~note asinto ~~such~~17,250,000 ~~does~~shares ~~not~~of ~~constitute~~the aCompany’s ~~derivative~~common ~~liability~~stock, asleaving ~~the~~a ~~Company~~principal ~~has~~balance ~~sufficient~~due ~~authorized~~of ~~shares~~$11,185.

~~FirstFire~~On ~~Global~~May ~~Opportunities~~16, -2019, ~~Note~~Crown 1Bridge Partners, LLC converted $8,509 of the principal amount of the September 27, 2018 note into 21,450,000 shares of the Company’s common stock, leaving a principal balance due of $3,177.

On ~~July~~May 1021, ~~2018~~2019, ~~the~~Crown ~~Company~~Bridge ~~issued a convertible note and 90~~Partners,~~000~~ ~~shares of its common stock to FirstFire Global Opportunities Fund~~ LLC ~~for~~converted $~~183~~3,~~750~~177 of ~~cash~~the ~~consideration.~~principal ~~The~~amount ~~note bears interest at 10%, matures on July 10, 2019,~~ and ~~is convertible after 180 days into common stock at the lower of~~ $~~0.20~~3,407 ~~per share or 75%~~ of ~~the~~accrued ~~lowest~~and ~~closing~~unpaid ~~market~~interest ~~prices~~ of the ~~previous~~September ~~10 trading days prior to conversion. The Company recorded a debt discount equal to $143~~27,~~325~~ ~~due to a ratchet triggering event also on July 10,~~ 2018, ~~which~~note ~~lowered~~into ~~the conversion price to $0.05 per share. The Company recorded a $8~~25,~~750 debt discount representing the original issue discount. The Company also recorded a $8~~300,~~010 debt discount due to the 90,~~000 shares ~~issued. The note had accrued interest~~ of ~~$7,199~~the asCompany’s ofcommon ~~November 30~~stock, ~~2018.~~leaving ~~The debt discount had~~ a principal balance atdue ~~November 30, 2018~~ of $970,~~367.~~ ~~The~~not ~~Company~~including ~~recorded~~default ~~debt~~penalties ~~discount amortization expense of $22,807 during the quarter ended August 31, 2018,~~ and ~~$39,911 during the quarter ended November 30, 2018~~interest.

~~The~~On ~~Company~~May ~~evaluated~~21, ~~the~~2019, ~~convertible~~Crown ~~note~~Bridge ~~and~~Partners, ~~determined~~LLC ~~that~~imposed ~~the~~$32,343 ~~shares~~in ~~issuable~~additional ~~pursuant~~default topenalties ~~the~~as ~~conversion~~allowed ~~option~~under ~~were~~their ~~determinate due to the fixed conversion price and~~note, asincreasing ~~such, does not constitute a derivative liability as~~ the ~~Company~~principal ~~has~~balance ~~sufficient~~to ~~authorized shares~~$32,343.

~~EMA~~On ~~Financial~~May -22, ~~Note~~2019, 1Crown Bridge Partners, LLC converted $7,550 of the principal default amount of the September 27, 2018 note into 30,000,000 shares of the Company’s common stock, leaving a principal default balance due of $24,793.

On ~~October~~May 2228, ~~2018~~2019, ~~the~~Crown ~~Company~~Bridge ~~issued a convertible note to EMA Financial~~Partners, LLC ~~for~~converted $537,~~000~~108 of ~~cash~~the ~~consideration.~~principal ~~The~~default ~~note~~amount ~~bears~~of ~~interest~~the atSeptember ~~10%~~27, ~~matures~~2018 onnote ~~October~~into 2234, ~~2019~~320,000 ~~and~~shares ~~is convertible after 180 days into common stock at 61%~~ of the ~~lowest 3 closing market prices of the previous 15 trading days prior to conversion. The~~ Company’s ~~recorded~~common ~~a debt discount equal to $53~~stock,~~000~~ ~~due~~leaving toa ~~this~~principal ~~conversion~~default ~~feature. The note had accrued interest of $566 as of November 30, 2018. The debt discount had a~~ balance atdue ~~November 30, 2018~~ of $4717,~~337~~685. ~~The Company recorded debt discount amortization expense of $5,663 during the quarter ended November 30, 2018.~~

FFirstFire Global Opportunities -24 ~~Table~~Note of1 ~~Contents~~

~~JSJ~~On ~~Investments~~July -10, ~~Note~~2018, 1the Company issued a convertible note and 90,000 shares of its common stock to FirstFire Global Opportunities Fund LLC for $183,750 of cash consideration. The note bears interest at 10%, matures on July 10, 2019, and is convertible into common stock at the lower of $0.20 per share or 75% of the lowest closing market prices of the previous 10 trading days prior to conversion. The Company recorded a debt discount equal to $143,325 due to a ratchet triggering event also on July 10, 2018, which lowered the conversion price to $0.05 per share. The Company recorded a $8,750 debt discount representing the original issue discount. The Company also recorded a $8,010 debt discount due to the 90,000 shares issued. On January 23, 2019, the convertible note was amended to increase the principal by $5,000 for $5,000 of cash consideration. The Company recorded a further debt discount of $5,000 related to the conversion feature of the January 23, 2019 amendment. The note had accrued interest of $14,248 as of May 31, 2019. The debt discount had a balance at May 31, 2019 of $18,092. The Company recorded debt discount amortization expense of $105,383 during fiscal 2019, and $41,610 during the first quarter of fiscal 2020.

On ~~October~~January 2211, ~~2018~~2019, ~~the~~FirstFire ~~Company~~Global ~~issued~~Opportunities aFund ~~convertible~~LLC ~~note~~converted ~~to JSJ Investments Inc. for~~ $5910,~~500~~000 of ~~cash~~the ~~consideration.~~principal ~~The~~amount ~~note~~of ~~bears~~the ~~interest~~July ~~at 12%~~10, ~~matures~~2018 onnote ~~October~~into 221, ~~2019~~086,065 ~~and~~shares ~~is convertible after 180 days into common stock at 61%~~ of the ~~lowest 3 closing market prices of the previous 20 trading days prior to conversion. The~~ Company’s ~~recorded~~common ~~a debt discount equal to $57~~stock,~~000~~ ~~due~~leaving ~~to this conversion feature. The Company also recorded~~ a ~~$2,500~~principal ~~debt~~balance ~~discount~~ due ~~to issuance fees. The note had accrued interest~~ of $~~763 as of November 30~~173, ~~2018~~750. ~~The debt discount had a balance at November 30, 2018 of $53,142. The Company recorded debt discount amortization expense of $6,358 during the quarter ended November 30, 2018.~~

~~The~~On ~~Company~~February ~~evaluated~~7, ~~the~~2019, ~~convertible~~FirstFire ~~note~~Global ~~and~~Opportunities ~~determined~~Fund ~~that~~LLC ~~the~~converted ~~shares~~$10,000 ~~issuable~~of ~~pursuant to~~ the ~~conversion~~principal ~~option~~amount ~~were~~of ~~determinate due to~~ the ~~fixed~~July ~~conversion~~10, ~~price~~2018 ~~and,~~note asinto ~~such~~1,930,783 ~~does~~shares ~~not~~of ~~constitute~~the aCompany’s ~~derivative~~common ~~liability~~stock, asleaving ~~the~~a ~~Company~~principal ~~has~~balance ~~sufficient~~due ~~authorized~~of ~~shares~~$163,750.

~~Auctus~~On February 21, 2019, FirstFire Global Opportunities Fund -LLC ~~Note~~converted 1$10,565 of the principal amount of the July 10, 2018 note into 3,500,000 shares of the Company’s common stock, leaving a principal balance due of $153,185.

On ~~November~~March 146, ~~2018~~2019, ~~the~~FirstFire ~~Company~~Global ~~issued~~Opportunities ~~a convertible note to Auctus~~ Fund, LLC ~~for~~converted $8510,~~000~~431 of ~~cash~~the ~~consideration.~~principal ~~The~~amount ~~note~~of ~~bears~~the ~~interest~~July ~~at 12%~~10, ~~matures~~2018 onnote ~~November~~into 144, ~~2019~~700,000 ~~and~~shares ~~is convertible after 180 days into common stock at 61%~~ of the ~~lowest trading price of the previous 25 trading days prior to conversion. The~~ Company’s ~~recorded~~common ~~a debt discount equal to $77~~stock,~~750~~ ~~due~~leaving ~~to this conversion feature. The Company also recorded~~ a ~~$7,250~~principal ~~debt~~balance ~~discount~~ due ~~to issuance fees. The note had accrued interest~~ of $~~447 as of November 30~~142, ~~2018~~754. ~~The debt discount had a balance at November 30, 2018 of $81,274. The Company recorded debt discount amortization expense of $3,726 during the quarter ended November 30, 2018.~~

~~The~~On ~~Company~~March ~~evaluated~~18, ~~the~~2019, ~~convertible~~FirstFire ~~note~~Global ~~and~~Opportunities ~~determined~~Fund ~~that~~LLC ~~the~~converted ~~shares~~$10,230 ~~issuable~~of ~~pursuant to~~ the ~~conversion~~principal ~~option~~amount ~~were~~of ~~determinate due to~~ the ~~fixed~~July ~~conversion~~10, ~~price~~2018 ~~and,~~note asinto ~~such~~5,000,000 ~~does~~shares ~~not~~of ~~constitute~~the aCompany’s ~~derivative~~common ~~liability~~stock, asleaving ~~the~~a ~~Company~~principal ~~has~~balance ~~sufficient~~due ~~authorized~~of ~~shares~~$132,524.

~~Promissory~~24 ~~Note~~Table ~~Payable~~of ~~- Third Party~~Contents

On ~~July~~March 2025, ~~2017~~2019, ~~the~~FirstFire ~~Company~~Global ~~signed~~Opportunities aFund ~~promissory~~LLC ~~note~~converted of $~~100~~11,~~000~~328 ~~with~~of ~~Donovan~~the ~~Olson.~~principal ~~This~~amount ~~interest~~of ~~free~~the ~~note~~July is10, ~~due~~2018 ~~and~~note ~~payable~~into ~~within one year and bears no interest. The Company issued 1~~6,000,000 ~~warrants~~shares ~~to Donovan Olson in connection with this note, with an exercise price~~ of ~~$0.10,~~the ~~and~~Company’s ~~expiry~~common ~~date of July 20~~stock, ~~2027.~~leaving ~~The Company recorded~~ a ~~warrant~~principal ~~discount~~balance ~~equal~~due toof $~~100~~121,~~000 due to this warrant feature~~196.

On ~~May~~March 929, ~~2018~~2019, ~~the~~FirstFire ~~Company~~Global ~~converted~~Opportunities ~~the~~Fund ~~$100,000~~LLC ~~promissory~~converted ~~note with Donovan Olson~~$11,938 ~~to 1,000,000 shares~~ of ~~its~~the ~~common~~principal ~~stock~~amount ~~at a conversion price~~ of ~~$0.10~~the ~~per~~July ~~share. The company recorded debt discount amortization expense of $69~~10,~~452~~ ~~during~~2018 ~~the~~note ~~quarter~~into ~~ended May 31~~8, ~~2018~~000,000 ~~related~~shares toof ~~this~~the ~~debt~~Company’s ~~conversion~~common ~~recorded~~stock, atleaving ~~inception.~~a ~~The~~principal ~~note~~balance ~~had~~due ~~imputed interest~~ of $1109,~~917 during the quarter ended May 31, 2018~~258.

~~Note~~On ~~15.~~April ~~Transactions~~8, ~~with~~2019, ~~Former~~FirstFire ~~Officer~~Global ~~and~~Opportunities ~~Current~~Fund ~~Shareholder~~LLC converted $6,600 of the principal amount of the July 10, 2018 note into 6,000,000 shares of the Company’s common stock, leaving a principal balance due of $102,658.

~~The Company was founded in 1982 and managed by Richard Pomije since at least 1987.~~ On May 179, ~~2015~~2019, ~~Mr.~~FirstFire ~~Pomije~~Global ~~resigned~~Opportunities asFund ~~CEO~~LLC ofconverted ~~the Company and on June 1~~$6,204 ~~2015,~~of ~~he resigned as~~ the ~~CFO~~principal ~~and~~amount ~~Chairman. At that time~~ of ~~his resignation,~~ the ~~Company~~July ~~and~~10, ~~the~~2018 ~~Board~~note ofinto ~~Directors~~9,500,000 ~~were~~shares ~~not aware~~ of ~~any~~the ~~continuing employment agreement. The~~ Company’s ~~released~~common ~~Mr. Pomije on September 11~~stock, ~~2015~~leaving ~~concurrent~~a ~~with~~principal ~~his~~balance ~~closing~~due of ~~the Burnsville~~$96, ~~MN office~~084.

On ~~December~~May 514, ~~2016~~2019, ~~Richard~~FirstFire ~~Pomije~~Global ~~filed~~Opportunities aFund ~~lawsuit~~LLC ~~against~~converted ~~the~~$7,313 ~~Company. Mr. Pomije asserts an employment agreement existed and a continuing obligation~~ of the ~~Company~~principal inamount ~~the form~~ of athe ~~monthly~~July ~~salary for a 1 year term from May 18~~10, ~~2015~~2018 tonote ~~May~~into 1710,900,000 ~~2016~~shares ~~was~~of ~~due in addition to a stock subscription receivable. Mr. Pomije claims~~ the Company’s ~~owes~~common ~~him $260~~stock,~~900,~~ ~~which~~leaving ~~had~~a ~~been~~principal ~~fully~~balance ~~accrued~~due ~~for by the Company as~~ of ~~February 28~~$88, ~~2017~~770.

On ~~April~~May 1816, ~~2018~~2019, ~~Mr.~~FirstFire ~~Richard~~Global ~~Pomije~~Opportunities ~~was~~Fund ~~granted~~LLC aconverted ~~judgement~~$6,812 ~~for~~of the ~~lawsuit~~principal heamount ~~filed~~of ~~against~~ the ~~Company~~July ~~on December 5~~10, ~~2016.~~2018 ~~Mr.~~note ~~Pomije~~into ~~was awarded $256~~12,~~488 as damages~~400,000 ~~and~~shares ~~$296,488~~of asthe ~~attorney~~Company’s ~~fees~~common ~~and costs~~stock, ~~for~~leaving a ~~total~~principal ~~award~~balance due of $~~552~~81,~~976~~958. ~~During the quarter ending May 31, 2018, $10,910 was paid to Mr. Richard Pomije. As at November 30, 2018, $542,066 has been accrued as payable to Mr. Pomije. The Company has filed an appeal.~~

~~During~~On ~~the~~May ~~second~~20, ~~quarter of~~ 2019, ~~Robert~~FirstFire ~~Monster~~Global ~~deferred~~Opportunities ~~his~~Fund ~~salary~~LLC ~~payments~~converted to$4,920 ~~assist~~of ~~with~~the ~~cash~~principal ~~conservation.~~amount Asof atthe ~~November~~July 3010, 2018, ~~$70~~note into 14,100,000 ~~has~~shares ~~been~~of ~~accrued~~the asCompany’s ~~payable~~common tostock, ~~Robert~~leaving ~~Monster~~a principal balance due of $77,038.

On ~~November~~May 1521, ~~2018~~2019, ~~the~~FirstFire ~~Company~~Global ~~issued~~Opportunities aFund ~~promissory~~LLC ~~note~~converted ~~to Robert Monster for~~ $~~150~~9,~~000~~276 ~~for~~of ~~conversion~~the principal amount of ~~outstanding~~the ~~severance~~July ~~owed.~~10, ~~The~~2018 note ~~bears~~into ~~interest at 15%~~24,300,000 ~~and~~shares ~~matures~~of onthe ~~November~~Company’s 15common stock, ~~2019.~~leaving ~~The~~a ~~note~~principal ~~had~~balance ~~accrued~~due ~~interest~~ of $~~925 as of November 30~~67, ~~2018~~762.

~~F-25~~On ~~Table~~May 23, 2019, FirstFire Global Opportunities Fund LLC converted $12,478 of ~~Contents~~the principal amount of the July 10, 2018 note into 31,200,000 shares of the Company’s common stock, leaving a principal balance due of $55,284.

~~Note~~On ~~16.~~May ~~Intangible~~24, ~~Assets~~2019, ~~and~~FirstFire ~~Goodwill~~Global Opportunities Fund LLC converted $11,353 of the principal amount of the July 10, 2018 note into 34,300,000 shares of the Company’s common stock, leaving a principal balance due of $43,931.

~~Goodwill~~On May 28, 2019, FirstFire Global Opportunities Fund LLC converted $7,584 of the principal amount of the July 10, 2018 note into 36,000,000 shares of the Company’s common stock, leaving a principal balance due of $36,347.

The ~~carrying~~Company ~~value~~evaluated ofthe ~~goodwill~~convertible atnote ~~November~~and ~~30,~~determined ~~2018,~~that ~~2018~~the ~~and~~shares ~~February~~issuable ~~28,~~pursuant ~~2018~~to ~~was~~the ~~$0.~~conversion ~~During~~option ~~the~~were ~~fiscal~~determinate ~~2018,~~due to the ~~Company~~fixed ~~made~~conversion anprice ~~acquisition~~and, ~~which~~as ~~resulted~~such, indoes ~~$549,667~~not ofconstitute ~~goodwill~~a ~~being~~derivative ~~recorded~~liability ~~and~~as ~~subsequently~~the ~~impaired~~Company has sufficient authorized shares.

~~Intangible~~EMA ~~assets~~Financial - Note 1

~~The~~On ~~carrying~~October ~~value~~22, of2018, ~~intangible~~the ~~assets~~Company atissued ~~November~~a ~~30,~~convertible ~~2018~~note ~~and~~to ~~February~~EMA 28Financial, ~~2018~~LLC ~~was~~for $053,000 of cash consideration. ~~During~~The ~~fiscal~~note ~~2018~~bears interest at 10%, ~~the~~matures ~~Company~~on ~~acquired~~October $122,~~237~~ 2019,~~000~~ and is convertible into common stock at 61% of ~~intangible~~the ~~assets,~~lowest ~~including~~3 ~~$432,000~~closing market prices of ~~code~~the ~~base~~previous ~~and~~15 ~~databases,~~trading ~~$420~~days prior to conversion,~~000~~ with a fixed floor price of ~~platform~~$0.0001. ~~and~~The ~~code~~Company ~~base,~~recorded a debt discount equal to $~~250~~53,000 ofdue ~~app~~to ~~portfolios,~~this ~~and~~conversion feature. The note had accrued interest of $~~135~~2,~~000~~862 as of ~~app~~May ~~handles~~31, 2019. ~~During~~The ~~fiscal~~debt ~~2018~~discount had a balance at May 31, ~~the~~2019 of $20,910. The Company recorded ~~$64,907~~debt ofdiscount amortization expense ~~related~~of to$18,732 ~~intangible~~during ~~assets~~fiscal 2019, and $13,359 during the first quarter of fiscal 2020.

~~Impairments~~On May 3, 2019, EMA Financial LLC converted $5,105 of the principal amount of the October 25, 2018 note into 13,000,000 shares of the Company’s common stock, leaving a principal balance due of $73,968, including additional $25,000 default amounts.

WeOn ~~evaluate~~May ~~our~~9, ~~goodwill~~2019, ~~and~~EMA ~~intangible~~Financial ~~assets~~LLC ~~for~~converted ~~an impairment on an annual basis each fiscal year end. Based upon our review and analysis~~$8,832 ~~we deemed all~~ of the ~~goodwill~~principal ~~and~~amount ~~intangible~~of ~~assets~~the ~~acquired~~October in25, ~~fiscal~~ 2018 asnote ~~fully~~into ~~impaired~~16,000,000 asshares of ~~February~~the ~~28,~~Company’s ~~2018.~~common ~~Accordingly~~stock, weleaving ~~recognized~~a anprincipal ~~impairment~~balance ~~expense~~due of $165,~~721,760 in fiscal 2018~~994. ~~This reflects the full amount of goodwill and the unamortized balance of the intangible assets.~~

~~Note~~On ~~17.~~May ~~Digital~~14, ~~Currencies~~2019, EMA Financial LLC converted $9,259 of the principal amount of the October 25, 2018 note into 20,000,000 shares of the Company’s common stock, leaving a principal balance due of $56,734.

~~The~~On ~~Company~~May ~~has~~21, ~~entered~~2019, ~~into~~EMA ~~stock~~Financial ~~purchase~~LLC ~~agreements~~converted ~~with investors~~$6,223 ~~and~~of ~~has~~the ~~accepted~~principal ~~digital~~amount ~~currencies as a form~~ of ~~payment~~the ~~from~~October ~~these investors~~25, in2018 ~~exchange~~note ~~for~~into 22,000,000 shares of the Company’s common stock, leaving a principal balance due of $50,511.

On25 ~~May~~Table ~~15, 2018, the Company issued 11,385,590 shares~~ of ~~stock to Catena Fund One, LP for 1,050,000 RHOC (RChain Coins). The market price of RHOC on May 15, 2018 was $1.58 per RHOC, resulting in a value of $1,659,000.~~ Contents

OnThe ~~May~~Company ~~16,~~evaluated ~~2018,~~the convertible note and determined that the ~~Company~~shares ~~sold~~issuable ~~63,291.13924~~pursuant ~~RHOCs~~to atthe ~~$1.56~~conversion ~~for~~option ~~$100~~were determinate due to the fixed conversion price and,~~000~~ as such, ~~resulting~~does innot constitute a ~~loss~~derivative onliability ~~exchange~~as ofthe ~~$1,282~~Company has sufficient authorized shares.

OnJSJ ~~May~~Investments ~~18,~~- ~~2018,~~Note ~~the Company sold 63,291.13924 RHOCs at $~~1~~.58~~ ~~for $100,000, resulting in no gain or loss on exchange.~~

On ~~June~~October 122, 2018, the Company ~~transferred~~issued ~~200,000~~a ~~RHOCs~~convertible atnote to JSJ Investments Inc. for $159,500 of cash consideration.58 The note bears interest at 12%, matures on October 22, 2019, and is convertible into common stock at 61% of the lowest 3 closing market prices of the previous 20 trading days prior to conversion, with a ~~value~~fixed floor price of $~~316~~0.0001. The Company recorded a debt discount equal to $57,000, asdue to this conversion feature. The Company also recorded a ~~bonus~~$2,500 debt discount due to anissuance ~~employee~~fees. The note had accrued interest of $3,850 as of May 31, 2019. The debt discount had a ~~condition~~balance ofat ~~his~~May ~~employment~~31, ~~agreement~~2019 of $23,474. ~~There~~The ~~was~~Company norecorded ~~gain~~debt ordiscount ~~loss~~amortization onexpense ~~exchange~~of ~~related~~$21,029 toduring ~~this~~fiscal ~~transaction~~2019, and $14,997 during the first quarter of fiscal 2020.

~~F-26~~On ~~Table~~May 6, 2019, JSJ Investments Inc. converted $8,137 of ~~Contents~~the principal amount of the October 22, 2018 note into 15,067,787 shares of the Company’s common stock, leaving a principal balance due of $51,363.

On ~~June~~May 1316, ~~2018~~2019, ~~the~~JSJ ~~Company~~Investments ~~paid~~Inc. aconverted ~~vendor~~$8,741 ~~invoice~~of ~~with~~the aprincipal ~~face~~amount ~~value~~ of ~~$6,452~~the ~~with~~October 522,~~377~~ ~~RHOCs~~2018 note into 20,087,963 ~~resulting~~shares inof the Company’s common stock, leaving a ~~loss~~principal onbalance ~~exchange~~due of $242,~~043~~622.

On ~~June~~May 1821, ~~2018~~2019, ~~the~~JSJ ~~Company~~Investments ~~paid~~Inc. aconverted ~~vendor~~$7,637 ~~invoice~~of ~~with~~the aprincipal ~~face~~amount ~~value~~ of ~~$5,000~~the ~~with~~October 422,~~167~~ ~~RHOCs~~2018 note into 24,245,023 ~~resulting~~shares inof the Company’s common stock, leaving a ~~loss~~principal onbalance ~~exchange~~due of $134,~~583~~985.

~~During~~On ~~the~~May ~~second~~28, ~~quarter~~2019, ofJSJ ~~fiscal~~Investments ~~2019,~~Inc. ~~the~~converted ~~Company~~$6,736 ~~sold~~of the ~~balance~~principal amount of ~~RHOC~~the ~~for~~October ~~cash~~22, ~~consideration~~2018 ofnote ~~$518~~into 35,~~181~~389,771 ~~resulting~~shares inof the Company’s common stock, leaving a ~~loss~~principal onbalance ~~exchange~~due of $~~570~~28,~~435~~249.

InThe ~~August~~Company ~~2018,~~evaluated the ~~Company~~convertible ~~received~~note ~~172,413~~and ~~RHOC~~determined ~~(RChain~~that ~~Coins)~~the ~~from~~shares ~~Catena~~issuable ~~Fund~~pursuant ~~One,~~to ~~LP,~~the ~~which~~conversion option were ~~immediately~~determinate ~~liquidated~~due ~~for~~to ~~cash~~the ~~consideration~~fixed ofconversion ~~$59~~price and,~~237.~~ ~~The~~as ~~Company~~such, ~~will~~does ~~issue~~not ~~1,184,738~~constitute ~~shares~~a inderivative ~~exchange~~liability ~~for~~as ~~this~~the ~~cash~~Company ~~consideration~~has insufficient ~~the~~authorized ~~subsequent quarter~~shares.

~~Our~~Auctus ~~primary~~Fund ~~market~~- ~~risk~~Note ~~exposure~~1 with regard to digital currencies is the volatility in trading prices from day to day, which would only impact the gain/loss recognized at time of exchange on such instruments. As of November 30, 2018, the Company did not hold any digital currencies.

~~Note~~On 18November 14, 2018, the Company issued a convertible note to Auctus Fund, LLC for $85,000 of cash consideration. ~~Subsequent~~The ~~Events~~note bears interest at 12%, matures on November 14, 2019, and is convertible into common stock at 61% of the lowest trading price of the previous 25 trading days prior to conversion, with a fixed floor price of $0.0001. The Company recorded a debt discount equal to $77,750 due to this conversion feature. The Company also recorded a $7,250 debt discount due to issuance fees. The note had accrued interest of $0 as of May 31, 2019. The debt discount had a balance at May 31, 2019 of $38,890. The Company recorded debt discount amortization expense of $24,685 during fiscal 2019, and $21,425 during the first quarter of fiscal 2020.

On ~~December~~May 1017, 2019, Auctus Fund, LLC converted $2,334 of the principal amount and $5,086 of accrued and unpaid interest of the November 14, 2018 note into 21,998,800 ~~Lawrence~~shares ~~Lerner~~of ~~resigned~~the asCompany’s common stock, leaving a ~~Director~~principal balance due of $82,666.

On ~~December~~May 1128, 2019, Auctus Fund, LLC converted $7,440 of the principal amount and $299 of accrued and unpaid interest of the November 14, 2018 note into 34,328,200 shares of the Company’s ~~sold~~common ~~its~~stock, ~~got.law~~leaving ~~division~~a toprincipal abalance ~~related~~due ~~party~~of $75,227.

OnThe ~~December~~Company 20evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were determinate due to the fixed conversion price and, ~~2018~~as such, ~~George~~does ~~Nagy~~not ~~resigned~~constitute a derivative liability as athe ~~Director~~Company has sufficient authorized shares.

OnPromissory ~~January~~Note ~~11,~~Payable ~~2019,~~- ~~FirstFire~~Third ~~Global~~Party ~~Opportunities converted $10,000 of the principal amount of the July 10, 2018 note into 1,086,065 shares of the Company’s common stock, leaving a principal balance due of $173,750.~~

On ~~January~~July 2420, ~~2019~~2017, ~~Derek~~the ~~Schumann~~Company signed a promissory note of $100,000 with Donovan Olson. This interest free note is due and ~~Kenwei~~payable ~~Chong~~within ~~resigned~~one asyear ~~Directors~~and bears no interest. The Company issued 1,000,000 warrants to Donovan Olson in connection with this note, with an exercise price of $0.10, and expiry date of July 20, 2027. The Company recorded a warrant discount equal to $100,000 due to this warrant feature.

~~There~~On ~~were~~May no9, ~~additional~~2018, ~~significant~~the ~~subsequent~~Company ~~events~~converted ~~through~~the ~~January~~$100,000 30promissory note with Donovan Olson, ~~2019~~to 1,000,000 shares of its common stock at a conversion price of $0.10 per share. The company recorded debt discount amortization expense of $69,452 during the ~~date~~quarter ended May 31, 2018, related to this debt’s conversion recorded at inception. The note had imputed interest of $1,917 during the ~~financial~~quarter ~~statements~~ended ~~were~~May ~~issued~~31, 2018.

~~F-27~~26 Table of Contents

~~ITEM~~Note 214. ~~MANAGEMENT’S~~Transactions ~~DISCUSSION~~with ~~AND~~Former ~~ANALYSIS~~Officer OFand ~~FINANCIAL~~Current ~~CONDITION~~Shareholder ~~AND RESULTS OF OPERATIONS~~

The ~~following~~Company iswas afounded ~~discussion~~in of1982 ~~the~~and ~~financial~~managed ~~condition~~by asRichard ofPomije ~~November~~since 30at least 1987. On May 17, ~~2018~~2015, ~~and~~Mr. ~~its~~Pomije ~~results~~resigned ofas ~~operations~~CEO of the Company ~~for the three~~ and ~~nine~~on ~~months~~June ~~ended November 30~~1, ~~2018 and 2017~~2015, ~~which~~he ~~should~~resigned beas ~~read~~the inCFO ~~conjunction with,~~ and isChairman. At ~~qualified~~the intime ~~its~~of ~~entirety~~his byresignation, the ~~financial~~Company ~~statements~~ and ~~notes~~the ~~thereto~~Board ~~included~~of ~~elsewhere~~Directors inwere ~~this~~not ~~report~~aware ~~and~~of ~~the~~any ~~audited~~continuing ~~consolidated~~employment ~~financial~~agreement. The ~~statements~~Company ~~and~~released ~~notes~~Mr. ~~thereto~~Pomije ~~included~~on inSeptember ~~the~~11, ~~Company’s~~2015 ~~Form~~concurrent ~~10-K~~with ~~for~~his ~~the~~closing ~~fiscal~~of ~~year~~the ~~ended February 28~~Burnsville, ~~2018~~MN office.

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

~~This~~On ~~Form~~April ~~10-Q~~18, ~~for~~2018, ~~the~~Mr. ~~quarter~~Richard ~~ended~~Pomije ~~November~~was ~~30,~~granted ~~2018,~~a ~~contains~~judgement ~~forward-looking~~for ~~statements.~~the ~~Forward-looking~~lawsuit ~~statements~~he ~~may~~filed beagainst ~~identified by~~ the ~~use~~Company ofon ~~forward-looking~~December ~~terminology~~5, ~~such~~2016. asMr. ~~“may,”~~Pomije ~~“shall,”~~was ~~“could,”~~awarded ~~“expect~~$256,”488 ~~“estimate,”~~as ~~“anticipate~~damages,” ~~“predict,”~~and ~~“probable~~$296,”488 ~~“should,”~~as ~~“continue,”~~attorney’s orfees ~~similar~~and ~~terms~~costs, ~~variations~~for ofa ~~those~~total ~~terms~~award ~~or the negative~~ of ~~those terms~~$552,976. ~~The~~During ~~forward-looking statements specified in~~ the ~~following~~quarter ~~information~~ending ~~have~~May ~~been~~31, ~~compiled~~2018, by$10,910 ~~our~~was ~~management~~paid ~~and are considered by management~~ to beMr. ~~reasonable~~Richard Pomije. ~~Our~~As ~~future~~at ~~operating~~May ~~results~~31, ~~however~~2019, ~~may be materially different and no representation~~$542,066 ~~guaranty,~~has orbeen ~~warranty~~accrued isas payable to beMr. ~~inferred from those forward-looking statements~~Pomije.

~~GENERAL~~The Company filed an appeal on June 13, 2018. On April 1, 2019, the Court of Appeals issued its Unpublished Opinion in favor of the Company with respect to its appeal filed against Mr. Richard Pomije’s judgement on June 13, 2018.

~~DigitalTown,~~On ~~Inc.~~May ~~(“The Company”~~9, ~~“We”~~2019, ~~“Us”,~~Mr. ~~“Our”~~Pomije ~~and~~agreed ~~“DigitalTown”)~~to ~~operates~~extend atscheduling ~~the~~deadlines ~~intersection of FinTech, Smart Cities and Blockchain~~ by ~~providing~~60 adays ~~Platform as a Service (PaaS) that places people at the heart of Smart Cities. DigitalTown leverages Blockchain~~ to ~~harness~~negotiate ~~the real power of~~ a ~~secure~~settlement ~~distributed~~prior ~~internet in order~~ to ~~deliver~~trial, awhich ~~localized~~is ~~commerce~~scheduled ~~platform~~for ~~capable~~January ~~of transacting in a multi-currency world~~2020.

~~The~~Note ~~Company’s fiscal year end is the last day in February~~15. ~~Our~~Digital ~~current~~Currencies ~~fiscal year ends on February 28, 2019 and we refer to it as “fiscal 2019”. Last year, our fiscal year ended on February 28, 2018 and we refer to this year as “fiscal 2018”.~~

AnThe ~~Overview~~Company has entered into stock purchase agreements with investors, and has accepted digital currencies as a form of ~~DigitalTown~~payment from these investors, in exchange for shares of the Company’s common stock.

~~The~~On ~~DigitalTown~~May ~~platform~~15, ~~enables~~2018, ~~local~~the ~~communities~~Company issued 11,385,590 shares of stock to ~~benefit~~Catena ~~from~~Fund ~~the~~One, ~~digital~~LP ~~transformation~~for ~~revolution~~1,050,000 RHOC (RChain Coins). The market price of RHOC on May 15, 2018 was $1.58 per RHOC, resulting in ~~three~~a ~~key~~value ~~ways~~of $1,659,000.

~~First,~~On ~~our~~May ~~platform~~16, ~~provides~~2018, ~~businesses~~the ~~with~~Company ansold ~~opportunity to market themselves affordably and efficiently~~63,291.13924 ~~locally~~RHOCs ~~and~~at ~~globally~~$1.56 Wefor ~~adopt a ‘local first’ approach~~$100,000, ~~meaning~~resulting ~~local independent business are given preference~~ in ~~search results. Merchants receive~~ a ~~free~~loss ~~listing inside the DigitalTown platform. Search will help residents and visitors find the right business based~~ on ~~keywords~~exchange aof ~~business adds to its profile~~$1,282. Local merchants can market to local consumers in a very targeted manner via the DigitalTown App. DigitalTown will provide valuable market data to local merchants enabling them to develop greater customer intimacy. The DigitalTown APIs encourage local innovators to develop solutions that help businesses become more efficient and allow them to compete more effectively in a global marketplace.

~~Second,~~On ~~the~~May ~~DigitalTown~~31, ~~SmartWallet~~2018, ismarket ~~available~~price ~~to everyone free~~ of ~~charge.~~RHOC ~~The~~was ~~SmartWallet currently supports 16 fiat currencies and will soon support the major Cryptocurrencies Peer-to-peer transactions are free and C2B transactions incur a~~ $1~~% payment processing fee~~.38, ~~The~~resulting ~~DigitalTown~~in ~~SmartWallet~~an ~~and~~unrealized ~~our~~loss ~~Self~~on ~~Sovereign~~exchange ~~Identity~~of ~~technology~~$196,070, ~~can~~which ~~ensure~~is ~~that~~represented ~~each~~as ~~user~~Accumulated isOther ~~known~~Comprehensive ~~and~~Income ~~verified,~~in ~~enabling~~the aequity ~~higher~~section ~~degree~~ of ~~trust to be established within~~ the ~~platform~~balance ~~than is possible with traditional user accounts~~sheet.

~~Third,~~Our ~~the~~primary ~~DigitalTown~~market ~~Community~~risk ~~Tools~~exposure ~~provide~~with aregard ~~decentralized~~to ~~social~~digital ~~platform~~currencies ~~where~~is ~~residents~~the ~~and~~volatility ~~visitors,~~in ortrading ~~fans~~prices offrom aday ~~particular~~to ~~city~~day, ~~can~~which ~~connect,~~would ~~share,~~only ~~create~~impact ~~and~~the ~~manage~~gain/loss ~~projects~~recognized ~~and~~at ~~events,~~time ~~start~~of ~~and~~exchange ~~join discussions, vote~~ on ~~matters~~such ~~of local interest and fundraise~~instruments. ~~With~~As ~~DigitalTown the good cause retains 100%~~ of ~~the~~May ~~funds raised. Community engagement is rewarded with blockchain-based Community Points~~31, ~~which hold no monetary value~~2019, ~~but~~the ~~can~~Company beheld ~~redeemed~~no ~~with~~digital ~~participating merchants who in turn can use them to market direct to customers~~currencies.

3Note ~~Table~~16. ofDiscontinued ~~Contents~~Operations

~~The~~Appointment.com ~~Strategic~~Disposal ~~Importance of Local Online Economic Development~~

~~The~~On ~~DigitalTown~~October ~~platform~~9, ~~elevates~~2018, ~~local~~the ~~communities~~Appointment.com division was sold to an ~~advanced~~arms ~~state~~length ofthird ~~technical~~party ~~capability.~~for ~~To date~~$150,000 ~~most~~in ~~cities~~cash ~~have~~consideration, ~~historically~~less ~~taken~~closing acosts ~~hands-off~~of ~~approach towards the Internet. However~~$17,028, weresulting ~~believe that~~ in ~~the~~a ~~future~~net ~~city~~gain ~~management~~on ~~will~~disposal ~~further~~of ~~consider~~asset ~~the Internet as an integral part~~ of ~~their~~$132,972 ~~strategic~~in ~~plan~~fiscal ~~for economic growth~~2019.

~~The~~There ~~continued~~are ~~expansion~~no ofassets ~~big box retailers~~ and ~~steep~~no ~~growth~~liabilities ofheld ~~national eCommerce has created an increased number of challenges~~ for ~~locally~~sale ~~owned~~on ~~small~~May businesses. This requires a new approach to online economic development – one that equips local merchants with the means to compete locally and sell nationally. DigitalTown provides a cost-effective solution to help local businesses compete against entities with greater reach31, ~~scale and resources~~2019.

~~Why~~The following table summarizes the ~~DigitalTown~~income ~~Solution~~(loss) ~~Makes~~from ~~Sense~~discontinued operations for Appointment.com:

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

	For the Three Months Ended May 31,
	2019		2018

Revenues		-	$	22,518
Cost of revenues		-		9,425
Gross profit (loss)		-	$	13,093

Operating expenses:
Selling, general and administrative expenses		-		2,250

Income from operations		-		10,843

Income tax provision		-
Net income (loss)		-	$	10,843

~~Intellectual~~27 ~~Property~~Table of Contents

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

~~RESULTS~~On OFDecember ~~OPERATIONS~~11, 2018, the got.law division was sold to related party for $1 in cash consideration and $20,000 in forgiveness of debt, resulting in a gain on disposal of asset of $20,001 in fiscal 2019. This gain was recorded to additional paid in capital as it represented contributed capital due to its related party nature.

~~THREE~~There ~~MONTHS~~are ~~ENDED~~no ~~NOVEMBER~~assets ~~30,~~and ~~2018~~no ~~AND~~liabilities ~~2017~~held for sale on May 31, 2019.

~~During~~The ~~third~~following ~~quarter~~table ofsummarizes ~~fiscal 2019,~~ the ~~Company~~income ~~recorded revenues of $30,104 and cost of revenues of $165,124 for a gross~~ (loss) of $135,020, compared to revenues of $142,903 and cost of revenues of $243,967 for a gross loss of $101,064 during the third quarter of fiscal 2018. For the third quarter of fiscal 2019, revenues mainly consisted of development fees related to our SmartCity platform and activities from ~~our~~discontinued ~~Rezserve~~operations and Comencia subsidiaries. Cost of revenues consisted of amortization of prepaid annual domain name renewal fees of $14,088 and $169,145, development expense of $145,647 and $86,741, and merchant processing fees of $4,374 and $1,653, for ~~the fiscal third quarters 2019 and 2018, respectively~~got.law:

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

	For the Three Months Ended May 31,
	2019		2018

Revenues		-		-
Cost of revenues		-	$	41,932
Gross profit (loss)		-		(41,932	)

Operating expenses:
Selling, general and administrative expenses		-		14,611

Income from operations		-		(56,543	)

Income tax provision		-		-
Net income (loss)		-	$	(56,543	)

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

4On ~~Table~~February 26, 2019, the Company sold the assets of ~~Contents~~it’s fully owned subsidiary, Rezserve Technologies Ltd., to an arms length third party for $30,000 in cash consideration, resulting in a gain on disposal of asset of $30,000 in fiscal 2019.

~~NINE~~There ~~MONTHS~~are ~~ENDED~~no ~~NOVEMBER~~assets ~~30,~~and ~~2018~~no ~~AND~~liabilities ~~2017~~held for sale on May 31, 2019.

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

The Company’s operating expenses are currently all related to selling, general and administrative activity. These expenses were $4,320,204 in the first nine months of fiscal 2019 compared to $4,532,490 in the first nine months of fiscal 2018, a decrease of $212,286. A portion of this increase was non-cash related. Our stock-based compensation expense was $1,869,744 for the first nine months of fiscal 2019 as compared to $1,958,897 for the first nine months of fiscal 2018, a decrease of $89,153. Our decrease in selling, general and administrative expenses was due to a decrease in travel and conference-related costs of $218,171, a decrease in rent and utilities of $17,288, an increase in contractor expense of $128,874, and a decrease of stock-based compensation of $89,153.

	For the Three Months Ended May 31,
	2019		2018

Revenues		-	$	26,731
Cost of revenues		-		19,879
Gross profit (loss)		-		6,852

Operating expenses:
Selling, general and administrative expenses		-		24,523

Income from operations		-		(17,671	)

Income tax provision		-		-
Net income (loss)		-	$	(17,671	)

~~The~~28 ~~Company’s~~Table ~~overall net loss for the first nine months~~ of fiscal 2019 increased by $1,903,711 to $6,774,498, as compared to the first nine months of fiscal 2018. The increase was mainly due to the increase in general and administrative items as detailed above, partially offset by the decrease in non-cash stock compensation.Contents

~~LIQUIDITY~~Comencia ~~AND~~Disposal ~~CAPITAL RESOURCES~~

~~The~~On ~~Company’s~~February ~~cash~~26, ~~position at November 30~~2019, ~~2018~~the ~~was~~Company ~~$25,577,~~sold athe ~~decrease~~assets of ~~$33,135~~it’s ~~from~~fully ~~$58,712~~owned ~~at February 28~~subsidiary, ~~2018.~~Comencia ~~During the first nine months of fiscal 2019~~Inc., ~~net~~to ~~cash~~an ~~used~~arms inlength ~~operating~~third ~~activities~~party ~~was~~for $230,~~159,721~~000 ~~compared~~in ~~to net~~ cash ~~used of $2~~consideration,~~120,991~~ ~~for~~resulting ~~the first nine months of fiscal 2018. When comparing the two periods, the increase~~ in ~~net~~a ~~cash~~gain ~~used~~on indisposal ~~operating~~of ~~activities~~asset of $3830,~~730~~000 ~~for~~in ~~the first nine months of~~ fiscal 2019 ~~is primarily due to an increase of cash operating expenses~~.

~~Net~~There ~~cash~~are ~~received~~no ~~from~~assets ~~investing activities was $712,937 for the first nine months of fiscal 2019,~~ and ~~net~~no ~~cash~~liabilities ~~used~~held ~~from investing activities was $14,169~~ for ~~the first nine months of fiscal 2018. In the second quarter of fiscal 2019, the Company received cash from the~~ sale ofon ~~cryptocurrencies.~~May ~~In the first quarter of fiscal 2018~~31, ~~the Company invested in computer equipment~~2019.

~~Net~~The ~~cash~~following ~~provided~~table bysummarizes ~~financing activities for~~ the ~~first~~income ~~nine~~(loss) ~~months of fiscal 2019, was $1,417,258 which consisted of proceeds~~ from ~~the~~discontinued ~~sale~~operations offor ~~common~~Comencia: stock, borrowings from convertible debt, and offset by payments made on convertible debt. For the first nine months of fiscal 2018, the Company received net cash provided by financing activities of $1,634,500, which consisted of proceeds from the sale of common stock, issuance of convertible loans, and borrowings from various promissory notes.

Monthly cash operating expenses for the first nine months of fiscal 2019, were approximately $235,000 per month. Based on current projections, the Company’s monthly cash operating expenses going forward should be approximately $50,000 per month, which include the monthly cost for the renewal of the existing domain names of approximately $5,000.

	For the Three Months Ended May 31,
	2019		2018

Revenues		-	$	15,044
Cost of revenues		-		47,040
Gross profit (loss)		-		(31,996	)

Operating expenses:
Selling, general and administrative expenses		-		6,791

Income from operations		-		(38,786	)

Income tax provision		-		-
Net income (loss)		-	$	(38,786	)

WeNote believe our current cash reserves, the amounts we expect from future proceeds from the issuance of our common stock and the sale of existing domain names should be sufficient to enable us to operate for the next 12 months17. InSubsequent ~~the~~Events event that we are unable to operate profitably, raise additional capital through the sale of our common stock or sell existing domain names on acceptable terms, we would be forced to further reduce operating expenses or cease operations altogether.

5Borrowings ~~Table of Contents~~

~~Off-Balance~~On ~~Sheet~~August ~~Arrangements~~6, 2019, the convertible note to FirstFire Global Opportunities Fund LLC dated July 10, 2018 was amended to increase the principal by $25,000 for $25,000 of cash consideration.

WeNote doConversions ~~not have any off-balance sheet arrangements.~~

~~Critical~~Auctus ~~Accounting~~Fund ~~Policies~~- Note 1

~~The~~On ~~discussion~~June ~~and~~6, ~~analysis~~2019, ofAuctus ~~DigitalTown~~Fund, ~~Inc.’s~~LLC ~~financial~~converted ~~condition~~$6,162 ~~and results~~ of ~~operations are based on our audited financial statements, which have been prepared in accordance with accounting principles generally accepted in~~ the ~~U.S.~~principal ~~The~~amount ~~preparation of these financial statements requires management to make estimates~~ and ~~judgments~~$223 ~~that affect the reported amounts~~ of ~~assets,~~accrued ~~liabilities~~ and ~~expenses~~unpaid ~~and~~interest ~~related disclosure~~ of ~~contingent~~the ~~assets~~November ~~and~~14, ~~liabilities.~~2018 ~~Management~~note ~~reviews~~into ~~its estimates on an ongoing basis. Management bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances~~43,027,563 ~~the~~shares ~~results~~ of ~~which form~~ the ~~basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. While DigitalTown Inc.~~Company’s ~~significant~~common ~~accounting policies are described in more detail in Note 1 to its financial statements~~stock, ~~management~~leaving ~~believes~~a ~~the~~principal ~~following~~balance ~~accounting~~due ~~policies to be critical to the judgments and estimates used in the preparation~~ of ~~its~~$69,065. ~~financial statements:~~

~~Prepaid~~On ~~Domain~~July ~~Names~~3, 2019, Auctus Fund, LLC converted $3,943 of the principal amount and $613 of accrued and unpaid interest of the November 14, 2018 note into 63,199,100 shares of the Company’s common stock, leaving a principal balance due of $65,122.

~~The~~On ~~annual~~July ~~domain~~9, ~~name~~2019, ~~renewal~~Auctus ~~fees~~Fund, ~~are~~LLC ~~currently~~converted ~~amortized~~$2,778 ~~over~~of ~~one~~the ~~year~~principal amount and ~~the~~$128 ~~purchase~~of accrued and unpaid interest of ~~any~~the ~~new~~November ~~domain~~14, ~~names~~2018 ~~are~~note into 42,574,829 shares of the ~~only~~Company’s ~~amounts~~common ~~capitalized.~~stock, ~~See~~leaving ~~Note~~a 5principal ~~for~~balance ~~further~~due ~~information~~of $62,344.

~~Stock~~FirstFire Global Opportunities -~~Based~~ ~~Compensation~~Note 1

~~The~~On ~~Company~~June ~~recognizes~~13, ~~the~~2019, ~~cost~~FirstFire ofGlobal ~~stock-based~~Opportunities ~~compensation~~Fund ~~plans~~LLC ~~and~~converted ~~awards~~$9,780 inof ~~operations on a straight-line basis over~~ the ~~respective~~principal ~~vesting~~amount ~~period~~ of the ~~awards.~~July ~~The~~10, ~~Company~~2018 ~~measures~~note ~~and~~into ~~recognizes compensation expense for all stock-based payment awards made to employees~~45, ~~directors~~000,000 ~~consultants~~shares ~~and~~of ~~advisors. The compensation expense for~~ the Company’s common stock~~-based~~, ~~payments~~leaving isa ~~based~~principal onbalance ~~estimated~~due ~~fair values at the time~~ of ~~the grant~~$26,567.

~~The~~On ~~Company~~June ~~estimates~~17, ~~the~~2019, ~~fair~~FirstFire ~~value~~Global ofOpportunities ~~stock-based~~Fund ~~payment~~LLC ~~awards~~converted on$10,756 ~~the date~~ of ~~grant using~~ the ~~Black-Scholes~~principal ~~option~~amount ~~pricing model. This option pricing model involves a number~~ of ~~assumptions, including~~ the ~~expected~~July ~~lives~~10, of2018 ~~stock~~note ~~options~~into 49,000,000 ~~the~~shares ~~volatility~~ of the ~~public market price for the~~ Company’s common stock, ~~and~~leaving ~~interest~~a ~~rates.~~principal ~~Stock-based~~balance ~~compensation~~due ~~expense recognized during the period is based on the value~~ of ~~the portion of stock-based payment awards that are ultimately expected to vest~~$15,811.

~~Recently~~On ~~Issued~~June ~~Accounting~~18, ~~Pronouncements~~2019, FirstFire Global Opportunities Fund LLC converted $7,767 of the principal amount of the July 10, 2018 note into 49,000,000 shares of the Company’s common stock, leaving a principal balance due of $8,044.

~~Information~~29 ~~regarding~~Table ~~recently~~of ~~issued accounting pronouncements is included in Note 1 to the consolidated financial statements in “Item 8. Financial Statements and Supplemental Data” in this Annual Report on Form 10-K.~~ Contents

6On ~~Table~~June 26, 2019, FirstFire Global Opportunities Fund LLC converted $4,656 of ~~Contents~~the principal amount of the July 10, 2018 note into 48,000,000 shares of the Company’s common stock, leaving a principal balance due of $3,388.

EMA Financial - Note 1

On June 13, 2019, EMA Financial LLC converted $5,947 of the principal amount of the October 25, 2018 note into 37,000,000 shares of the Company’s common stock, leaving a principal balance due of $44,564.

On June 24, 2019, EMA Financial LLC imposed $4,250 in additional default penalties as allowed under their note, increasing the principal balance to $48,814.

On June 24, 2019, EMA Financial LLC converted $4,015 of the principal amount of the October 25, 2018 note into 53,000,000 shares of the Company’s common stock, leaving a principal balance due of $44,799.

On July 1, 2019, EMA Financial LLC converted $4,567 of the principal amount of the October 25, 2018 note into 59,000,000 shares of the Company’s common stock, leaving a principal balance due of $40,231.

On July 1, 2019, EMA Financial LLC converted $1,991 of the principal amount of the October 25, 2018 note into 31,000,000 shares of the Company’s common stock, leaving a principal balance due of $38,240.

JSJ Investments - Note 1

On June 21, 2019, JSJ Investments Inc. converted $1,909 of the principal amount of the October 22, 2018 note into 21,209,456 shares of the Company’s common stock, leaving a principal balance due of $26,340.

Other Conversions

In the second quarter of fiscal 2020, $527,248 of accounts payable and accrued payables was converted to stock payable.

On June 10, 2019, the Company converted a deferred revenue customer in the amount of $16,305 to stock payable.

Preferred Shares

In June 2019, the Company issued 51 preferred shares to Sam Ciacco with super-voting characteristics, to facilitate an increase of the Authorized Common Stock limit. The additional availability of shares will eventually allow the Company to continue meeting its obligations and secure its ability to fund minimum operating requirements.

There were no additional significant subsequent events through August 22, 2019, the date the financial statements were issued.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is a discussion of the financial condition as of May 31, 2019 and its results of operations of the Company for the three months ended May 31, 2019 and 2018, which should be read in conjunction with, and is qualified in its entirety by, the financial statements and notes thereto included elsewhere in this report and the audited consolidated financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended February 28, 2019.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This Form 10-Q for the quarter ended May 31, 2019, contains forward-looking statements. Forward-looking statements may be identified by the use of forward-looking terminology, such as "may," "shall," "could," "expect," "estimate," "anticipate," "predict," "probable," "should," "continue," or similar terms, variations of those terms or the negative of those terms. The forward-looking statements specified in the following information have been compiled by our management and are considered by management to be reasonable. Our future operating results, however, may be materially different and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.

GENERAL

DigitalTown, Inc. (“The Company”, “We”, “Us”, “Our” and “DigitalTown”) provides turn-key hosted solutions to power a comprehensive platform for government entities, citizens and merchants. Our solutions improve the quality of life for residents and visitors through integrated technology for economic development, civic engagement, digital inclusion and smart tourism for cities around the world. The easy to use platform helps city officials and local merchants manage a feature-rich Smart City for web and mobile devices, and provides residents and visitors with access to Content, Community and Commerce.

The Company’s fiscal year end is the last day in February. Our current fiscal year ends on February 29, 2020 and we refer to it as “fiscal 2020”. Last year, our fiscal year ended on February 28, 2019 and we refer to this year as “fiscal 2019”.

Market Opportunity

We provide an integrated search, community, and commerce platform for both web and mobile devices. DigitalTown powers connected online communities that enable members of a community to find information and acquire the goods and services they need locally when possible. The DigitalTown platform is intended to improve how the local economy consumes and transacts. It does this by helping local community citizens interact with city government, as well as local merchants. Residents and visitors are able to use the DigitalTown powered search engine to access content, community and commerce from an easy search tool. If there are local vendors that can fulfill a product or service that relates to a search term, then those options are presented to the user. Local vendors can also become direct merchants on the platform, effectively allowing the local town to be its own hub for mass commerce.

The Strategic Importance of Local Online Economic Development

The DigitalTown platform elevates local communities to an advanced state of technical capability. To date, most cities have historically taken a hands-off approach towards the Internet. However, we believe city management will further consider the Internet as an integral part of their strategic plan for economic growth.

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

Why the DigitalTown solution makes sense now

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

How the DigitalTown SmartCity Platform is part of the new SmartWeb

A core component of the DigitalTown approach is to build branded web destinations that are intuitive to discover. Part of what makes this possible is the emergence of new domain extensions that are descriptive. For example, .CITY routes a visitor to a website about a city and .MENU routes a user to a website about restaurants in that city. Due to management’s long-standing relation with domain registry operators, the Company will seek to bring structure to the emerging landscape of domain extensions, while at the same time emphasizing distribution of a unified mobile application to work as a digital companion alongside the growing network of direct navigation brands.

The DigitalTown Platform

The DigitalTown platform supports powerful online and mobile communities. We tap into locally relevant news and content in order to keep community members informed. We provide community tools to keep community members connected. We enable commerce and fulfillment in local communities thereby helping residents to buy locally while equipping merchants to sell locally, nationally and even globally.

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Content Search

The DigitalTown search engine serves as the core of the local experience. Whereas most residents may go once or twice per year to the official city site, the DigitalTown-powered search engine is designed for daily use as a preferred homepage for local residents and businesses. This will be accomplished through a combination of marketing and education to residents. In addition, we believe adoption can happen through building a strong level of trust with the residents, since our platform will be endorsed or supported by the local government whom the residents know. This compares to large national companies with limited to no connection to the local residents.

Community

Consumers are already familiar with social networking through applications like Facebook and Twitter. The integrated DigitalTown web service and mobile app make it easy to stay informed, as well as to connect and communicate with other members of a given community. Community members can message, join groups, shop online, and make payments.

Commerce

The DigitalTown platform provides merchants with a turn-key solution for online commerce. Once the approved merchant loads SKU’s and inventory available for sale, the merchants can begin selling without any setup fees or capital investment costs. Transaction processing services are provided by DigitalTown, thereby eliminating the need for each retailer to secure a merchant processing account. The community may also enable a private currency for use within the community.

Courier and Delivery Management

In a growing number of participating cities, an integrated courier and delivery application is included, enabling approved delivery service providers to be notified about items from merchants to be picked up and delivered to the customer, thereby enabling any approved merchant to also offer delivery services to the end-customer. Delivery time is chosen by the customer and can be hours to days.

Administration

The DigitalTown platform provides integrated administrative tools for managing Content, Community and Commerce, making it easy to administer. The administrative tools are designed to be the back end of the smart community. For example, administrators can create Frequently Asked Questions (FAQ) that are then presented through the site search. This FAQ article is then systematically provided as information when a user makes an inquiry that matches the keywords into the search box on the site.

Intellectual Property

Domain Name Portfolio. The Company is developing a proprietary platform for Smart City Management. As part of this platform rollout, the Company has secured approximately 13,000 of the .CITY domains that map to significant population centers. DigitalTown has methodically secured the .CITY domains through both acquisition from existing registrants, or via direct purchase from the operator of the .CITY registrar.

Software: The Company has developed a proprietary platform for enabling any city to become a Smart City, incorporating advanced features for economic development, community engagement and digital inclusion. In addition, the Company has completed acquisitions of 7 software companies: Cloud.Market, Software Masters, Inc, Rezserve Technologies Ltd, Appointment.com, Comencia Inc, Congo Ltd. and CityInformation BV, each of which brought significant intellectual property and is in process of being fully integrated into the DigitalTown platform. The Company continues to invest in software with an emphasis on capital efficiency and return on investment.

Dispositions

In late fiscal 2019, the Company sold the balance of its useful assets, including 4 of the above-mentioned previously acquired software companies that had not been integrated into the DigitalTown platform. The Company is also no longer acquiring or renewing its domain name portfolio.

RESULTS OF OPERATIONS

THREE MONTHS ENDED MAY 31, 2019 AND 2018

During first quarter of fiscal 2020, the Company recorded revenues of $50,000 and cost of revenues of $306 for a gross profit of $49,694 compared to revenues of $21,925 and cost of revenues of $407,052 for a gross loss of $385,127 during the first quarter of fiscal 2019. For the first quarter of fiscal 2020, revenues mainly consisted of development fees. For the first quarter of fiscal 2019, revenues mainly consisted of development fees related to our SmartCity platform and activities from our Rezserve and Appointment.com subsidiaries. Cost of revenues consisted of amortization of prepaid annual domain name renewal fees of $0 and $302,989, development expense of $0 and $103,317, and merchant processing fees of $306 and $746, for the fiscal first quarters 2020 and 2019, respectively.

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The Company’s operating expenses are currently all related to selling, general and administrative activity. These expenses were $342,374 in the first quarter of fiscal 2020 compared to $1,175,444 in the first quarter of fiscal 2019, a decrease of $833,070. A portion of this increase was non-cash related. Our stock-based compensation expense was $221,392 for the first quarter of fiscal 2020 as compared to $436,406 for fiscal 2019, a decrease of $215,014. In addition to the non-cash item, our decrease in selling, general and administrative expenses was due to a decrease in domain name renewal fees of $302,989, a decrease in development costs of $221,209, a decrease in salaries and related costs of $358,239, and a decrease of $66,692 in accounting and advisory fees.

The Company’s loss from discontinued operations was $0 in the first quarter of fiscal 2020, compared to $102,157 in the first quarter of fiscal 2019, a decrease of $102,157.

The Company’s overall net loss from continuing operations for the current first quarter decreased by $1,595,418 to $558,567. The decrease was mainly due to a decrease in stock compensation expense, a decrease in debt and warrant discount amortization, a decrease in prepaid annual domain name renewal fees, and the decrease in general and administrative items as detailed above.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s cash position at May 31, 2019 was $34,462, an increase of $19,191 from $15,271 at February 28, 2019. During the first quarter of fiscal 2020, net cash used in operating activities was $26,024 compared to cash used of $662,436 for the first quarter of fiscal 2019. When comparing the two periods, the decrease in cash used in operating activities of $636,412 for the first quarter of fiscal 2020 is primarily due to a decrease of cash operating and administration expenses.

Net cash received used in investing activities was $0 for the first quarter of fiscal 2020, compared to net cash provided by investing activities of $98,656 for the first quarter of fiscal 2019. In the first quarter of fiscal 2019, the Company received cash from the sale of certain digital currencies.

Net cash provided by financing activities for the first quarter of fiscal 2020 was $45,000, compared to $526,950 in the first quarter of fiscal 2019, which consisted mainly of borrowings on convertible notes.

Monthly cash operating expenses for the first quarter of fiscal 2020, were approximately $40,000 per month. Based on current projections, the Company’s monthly cash operating expenses going forward should be approximately $40,000 per month.

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

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Critical Accounting Policies

Effective March 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 — Revenue Recognition. Under ASC 605, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured.

There was no impact on the Company’s financial statements as a result of adopting Topic 606 for the first quarter of fiscal 2020 or the twelve months ended February 28, 2019.

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

Prepaid Domain Names

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

Stock-Based Compensation

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

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

Recently Issued Accounting Pronouncements

Information regarding recently issued accounting pronouncements is included in Note 1 to the consolidated financial statements in “Item 1 - Financial Statements” in this Quarterly Report on Form 10-Q.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The Company has entered into stock purchase agreements with investors, and has accepted digital currencies as a form of payment from these investors, in exchange for shares of the Company’s common stock. Our primary market risk exposure with regard to digital currencies is the volatility in trading prices from day to day, which would only impact the gain/loss recognized at time of exchange on such instruments. As of ~~November~~May 3031, ~~2018~~2019, the Company did not hold any digital currencies.

The Company has not entered into, and does not expect to enter into, financial instruments for trading or hedging purposes. The Company does not currently anticipate entering into interest rate swap and/or similar instruments. Our primary market risk exposure with regard to financial instruments is to changes in interest rates, which would only impact interest income earned on such instruments. As of ~~November~~May 3031, ~~2018~~2019, the Company did not have any material currency exchange or interest rate risk exposure.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness, as of ~~November~~May 3031, ~~2018~~2019, of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”). The purpose of this evaluation was to determine whether as of the evaluation date our disclosure controls and procedures were effective to provide reasonable assurance that the information we are required to disclose in our filings with the Securities and Exchange Commission (“SEC”), under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Based on their evaluation, our management has concluded, as discussed below, that material weaknesses existed in our internal control over financial reporting as of ~~November~~May 3031, ~~2018~~2019 and as a result, our disclosures controls and procedures were not effective. Notwithstanding the material weaknesses that existed as of ~~November~~May 3031, ~~2018~~2019, our chief executive officer and chief financial officer has concluded that the financial statements included in this Annual Report on Form 10-K present fairly, in all material aspects, the financial position, results of operations and cash flows of the Company in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Changes in Internal Controls over Financial Reporting

Management continues to evaluate the Company’'s internal controls over financial reporting to ensure that the design and implementation of corrective procedures are adequate to remediate the previously identified material weaknesses from our Form 10-K at February 28, ~~2018~~2019. Due to the small number of employees dealing with general administrative and financial matters and the expenses associated with increases to remediate the disclosure controls and procedures that have been identified, the Company continued to operate without changes to its internal controls over financial reporting for the period covered by this Quarterly Report on Form 10-Q while continuing to evaluate and improve to remediate the material weaknesses at an appropriate cost benefit basis.

During the fiscal quarter ended ~~November~~May 3031, ~~2018~~2019, there was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

The most significant risk factors applicable to the Company are described in Part I, Item 1A “"Risk Factors”" of our Annual Report on Form 10-K for the year ended February 28, ~~2018~~2019. There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K.

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

During the first ~~nine~~quarter ~~months~~ of fiscal 2019, the Company ~~entered~~did not enter into any stock purchase agreements ~~for total cash proceeds of $1,070,545, and digital currency proceeds of $1,659,000~~.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

	(a)	All information required to be disclosed on a report on Form 8-K during the period ended ~~November~~May 3031, 2018, has previously been reported.
	(b)	There have been no material changes to the procedures by which security holders may recommend nominees to the registrant’'s board of directors.

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ITEM 6. EXHIBITS

3.1	Articles of Incorporation, as amended *	Previously Filed
Exhibit 31.1	Certification pursuant to 18 U.S.C. Section 1350 Section 302 of the Sarbanes-Oxley Act of 2002 - Chief Executive Officer
3.2	Bylaws*	Previously Filed
Exhibit 31.2	Certification pursuant to 18 U.S.C. Section 1350 Section 302 of the Sarbanes-Oxley Act of 2002 - Chief Financial Officer
31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Included
Exhibit 32.1	Certification pursuant to 18 U.S.C. Section 1350 Section 906 of the Sarbanes-Oxley Act of 2002 - Chief Executive Officer
32.1	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Included
Exhibit 32.2	Certification pursuant to 18 U.S.C. Section 1350 Section 906 of the Sarbanes-Oxley Act of 2002 - Chief Financial Officer
101.INS**	XBRL Instance	Included
101.INS	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema	Included
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL**	XBRL Taxonomy Extension Calculation	Included
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**	XBRL Taxonomy Extension Definition	Included
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**	XBRL Taxonomy Extension Labels	Included
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document
101.PRE**	XBRL Taxonomy Extension Presentation	Included
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

~~_____________~~36 Table of Contents

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

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

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	DigitalTown, Inc.
Dated: January 30, 2019	By:	/s/ Darvin R. Habben
Dated: August 22, 2019	By:	/s/ Sam Ciacco
		Darvin R. Habben
		Sam Ciacco
		(Principal Executive Officer and Principal Financial Officer)
		Chief Executive Officer and Chairman
		(Principal Executive Officer)

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

Dated: January 30, 2019	By:	/s/ Darvin R. Haben
Dated: August 22, 2019	By:	/s/ Sam Ciacco
		Darvin R. Habben, Chairman (Principal Executive Officer and Principal Financial Officer)
		Sam Ciacco
Dated: January 30, 2019	By:	/s/ Jeffrey L. Mills
		Chief Executive Officer and Chairman (Principal Executive Officer)
		Jeffrey L. Mills, Director


Dated: August 22, 2019	By:	/s/ Kevin Wilson
		Kevin Wilson
		Chief Financial Officer (Principal Financial Officer)

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