UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-Q

(Mark One)


[X] X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended February 29,November 30, 2020

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from _____ to _____


Commission File Number    0-28259           

DESTINY MEDIA TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

NEVADA

84-1516745

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

 

 

1110 - 885 West Georgia Street,

 

Vancouver, British Columbia, Canada

V6C 3E8

(Address of principal executive offices)

(Zip Code)

 

 

604-609-7736

(Registrant's telephone number, including area code)


________________________________________________________________
(Former name, former address and former fiscal year, if changes since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) 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, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

[   ]

 

Accelerated filer                                

[   ]

Non-accelerated filer

[   ]

Smaller reporting company        [X]

[X]

Emerging growth company

[   ]

 




If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act

[  ] Yes   [  ] No

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) 

[   ]Yes]  Yes  [X] No

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's class of common stock, as of the latest practicable date:

The number of shares outstanding of the registrant's common stock, par value $0.001, as of April 12, 2020January 11, 2021 was 11,002,775.10,450,656.


PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.


Condensed Consolidated Interim Financial Statements

Destiny Media Technologies Inc.

(Unaudited)
February 29,

November 30, 2020

(Expressed in United States dollars)


Destiny Media Technologies Inc.

CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS

(Expressed in United States Dollars)

Unaudited

As at, February 29,  August 31, 
 
  2020  2019 
  $  $ 
       
ASSETS      
Current      
Cash and cash equivalents 1,050,177  2,512,138 
Short-term investments [note 3] 1,129,382  380,056 
Accounts receivable, net of allowance for doubtful accounts of $9,853, [August 31, 2019 – $10,106] 567,916  332,271 
Other receivables 9,825  14,240 
Prepaid expenses 69,965  77,067 
Total current assets 2,827,265  3,315,772 
Deposits 33,472  33,716 
Property and equipment, net [note 4] 238,934  260,907 
Intangible assets, net [note 4] 21,184  24,695 
Right of use asset [note 5] 501,483   
Total assets 3,622,338  3,635,090 
       
LIABILITIES AND STOCKHOLDERS’ EQUITY      
Current      
Accounts payable 246,156  132,451 
Accrued liabilities 256,679  303,470 
Deferred leasehold inducement   46,774 
Deferred revenue 7,014  23,388 
Current portion of operating lease liability [note 7] 219,894   
Total current liabilities 729,743  506,083 
Operating lease liability, net of current portion [note 7] 333,407   
Total liabilities 1,063,150  506,083 
       
Commitments and contingencies [notes 7 and 8]      
       
Stockholders’ equity      
Common stock, par value $0.001 [note 6]      
Authorized: 20,000,000 shares      
Issued and outstanding: 10,450,656 shares [August 31, 2019 – issued and outstanding 11,000,796 shares] 10,451  11,001 
Additional paid-in capital [note 6] 9,338,308  9,850,348 
Accumulated deficit (6,384,156) (6,340,483)
Accumulated other comprehensive loss (405,415) (391,859)
Total stockholders’ equity 2,559,188  3,129,007 
Total liabilities and stockholders’ equity 3,622,338  3,635,090 

As at,

  November 30,  August 31, 
  2020  2020 
  $  $ 
       
ASSETS      
Current      
Cash and cash equivalents 3,076,862  1,841,340 
Short-term investments [note 3]   781,490 
Accounts receivable, net of allowance for
   doubtful accounts of $23,562, [August 31, 2020 – $23,412]
 329,573  426,832 
Other receivables 31,066  26,083 
Prepaid expenses 62,290  78,562 
Total current assets 3,499,791  3,154,307 
Deposits 34,538  34,316 
Property and equipment, net [note 4] 179,850  194,277 
Intangible assets, net [note 4] 19,369  22,952 
Right of use asset [note 5] 351,130  403,961 
Total assets 4,084,678  3,809,813 
       
LIABILITIES AND STOCKHOLDERS’ EQUITY      
Current      
Accounts payable 186,426  119,399 
Accrued liabilities 325,182  353,235 
Deferred revenue 18,841  19,638 
Current portion of operating lease liability [note 5] 239,800  238,261 
Total current liabilities 770,249  730,533 
Operating lease liability, net of current portion [note 5] 162,619  219,063 
Total liabilities 932,868  949,596 
       
Commitments and contingencies [note 7]      
       
Stockholders’ equity      
       
Common stock, par value $0.001 [note 6]      
Authorized: 20,000,000 shares
   Issued and outstanding: 10,450,656 shares
   [August 31, 2020 – issued and outstanding 10,450,656 shares]
 10,451  10,451 
Additional paid-in capital [note 6] 9,379,139  9,366,290 
Accumulated deficit (5,920,366) (6,171,068)
Accumulated other comprehensive loss (317,414) (345,456)
Total stockholders’ equity 3,151,810  2,860,217 
Total liabilities and stockholders’ equity 4,084,678  3,809,813 

See accompanying notes


Destiny Media Technologies Inc.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF

COMPREHENSIVE INCOME (LOSS)

(Expressed in United States dollars)

Unaudited

Three months ended November 30,      
 Three Months Three Months Six Months Six Months  2020  2019 
 Ended Ended Ended Ended  $  $ 
 February 29, February 28, February 29, February 28,       
 2020 2019 2020 2019 
 $ $ $ $ 
            
Service revenue [note 10] 806,729  879,364  1,852,585  1,863,383 
Service revenue [note 9] 1,123,977  1,045,856 
                  
Cost of revenue                  
Hosting costs 15,839  29,251  42,456  59,208  30,042  26,617 
Internal engineering support 6,516  6,916  13,363  14,287  6,327  6,847 
Customer support 36,351  28,030  75,722  56,277  35,852  39,371 
Third Party and transactions costs 10,414  9,415  22,861  20,010 
Third party and transaction costs 18,092  12,447 
      
 69,120  73,612  154,402  149,782  90,313  85,282 
                  
Gross Margin 737,609  805,752  1,698,183  1,713,601  1,033,664  960,574 
                  
Operating expenses                  
General and administrative 216,094  206,203  435,597  396,864  159,549  219,503 
Sales and marketing 362,400  222,746  646,156  433,392  302,474  283,756 
Product development 287,752  282,895  607,726  555,056  298,088  319,974 
Depreciation and amortization 35,478  19,711  67,550  40,335  24,315  32,072 
 901,724  731,555  1,757,029  1,425,647  784,426  855,305 
            
Income (loss) from operations (164,115) 74,197  (58,846) 287,954 
            
Income from operations 249,238  105,269 
Other income                  
Interest income 8,110  6,522  14,477  12,921  1,464  6,389 
Other income 674    696  34 
Net income (loss) (155,331) 80,719  (43,673) 300,909 
                  
Other comprehensive income (loss)            
Net income 250,702  111,658 
      
Foreign currency translation adjustments (15,108) 29,232  (13,556) (19,853) 28,042  1,552 
                  
Total comprehensive income (loss) (170,439) 109,951  (57,229) 281,056 
Total comprehensive income 278,744  113,210 
                  
Net income (loss) per common share,            
basic and diluted (0.01) 0.01  (0.00) 0.03 
Net income per common share, basic and diluted 0.02  0.01 
                  
Weighted average common shares outstanding:                  
Basic and diluted 10,629,438  11,002,775  10,665,834  11,002,775 
Basic 10,450,656  11,954,603 
Diluted 10,450,656  11,954,603 

See accompanying notes


Destiny Media Technologies Inc.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN STOCKHOLDERS’STOCKHOLDERS' EQUITY

(Expressed in United States dollars)

Unaudited

Three months ended February 29,November 30, 2020 and February 28, 2019

              Accumulated    
        Additional     other  Total 
  Common stock   paid-in  Accumulated  comprehensive  stockholders’ 
  Shares #  Amount  Capital  Deficit  Loss   equity 
     $  $  $  $  $ 
Balance, November 30, 2019 10,702,041  10,702  9,576,694  (6,228,825) (390,307) 2,968,264 
Total comprehensive loss       (155,331) (15,108) (170,439)
Stock based compensation [note 6]      2,697      2,697 
Common shares retired (251,385) (251) (241,083)     (241,334)
Balance, February 29, 2020 10,450,656  10,451  9,338,308  (6,384,156) (405,415) 2,559,188 
                   
Balance, November 30, 2018 11,002,775  11,003  9,822,729  (6,731,071) (402,727) 2,699,934 
Total comprehensive income       80,719  29,232  109,951 
Stock based compensation [note 6]     12,054      12,054 
Balance, February 28, 2019 11,002,775  11,003  9,834,783  (6,650,352) (373,495) 2,821,939 
              Accumulated  Total 
        Additional     other  stockholders' 
  Common stock  paid-in  Accumulated  comprehensive  equity 
  Shares  Amount  capital  Deficit  loss    
  #  $  $  $  $  $ 
Balance, August 31, 2020 10,450,646  10,451  9,366,290  (6,171,068) (345,456) 2,860,217 
Total comprehensive income -  -  -  250,702  28,042  278,744 
Stock based compensation [note 6] -  -  12,849  -  -  12,849 
Balance, November 30, 2020 10,450,646  10,451  9,379,139  (5,920,366) (317,414) 3,151,810 
                   
Balance, August 31, 2019 11,000,786  11,001  9,850,348  (6,340,483) (391,859) 3,129,007 
Shares issued for rounding purposes in connection with reverse split 10  -  -  -  -  - 
Repurchase of common stock (298,755) (299) (291,590) -  -  (291,889)
Total comprehensive income -  -  -  111,658  1,552  113,210 
Stock based compensation [note 6] -  -  17,936  -  -  17,936 
Balance, November 30, 2019 10,702,041  10,702  9,576,694  (6,228,825) (390,307) 2,968,264 

See accompanying notes


Destiny Media Technologies Inc.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITYCASH FLOWS

(Expressed in United States dollars)

Unaudited

Six months ended February 29, 2020 and February 28, 2019

              Accumulated    
        Additional     other  Total 
  Common stock   paid-in  Accumulated  comprehensive  stockholders’ 
  Shares  Amount  capital  Deficit  loss  equity
 
  #  $  $  $  $  $ 
Balance, August 31, 2019 11,000,796  11,001  9,850,348  (6,340,483) (391,859) 3,129,007 
Total comprehensive income       (43,673) (13,556) (57,229)
Stock based compensation [note 6]     20,633      20,633 
Common shares retired (550,140) (550) (532,673)     (533,223)
Balance, February 29, 2020 10,450,656  10,451  9,338,308  (6,384,156) (405,415) 2,559,188 
                   
Balance, August 31, 2018 11,002,775  11,003  9,810,676  (6,951,261) (353,642) 2,516,776 
Total comprehensive income       300,909  (19,853) 281,056 
Stock based compensation [note 6]     24,107      24,107 
Balance, February 28, 2019 11,002,775  11,003  9,834,783  (6,650,352) (373,495) 2,821,939 
Three months ended November 30,(Expressed in United States dollars)
  2020  2019 
  $  $ 
       
OPERATING ACTIVITIES      
Net income 250,702  111,658 
Items not involving cash:      
   Depreciation and amortization [note 4] 24,315  32,072 
   Stock-based compensation 12,849  17,936 
   Deferred leasehold inducement   3,325 
   Unrealized foreign exchange (gain) loss 11,372  (5,417)
Changes in non-cash working capital:      
   Accounts receivable 98,548  (84,789)
   Other receivables (4,763) 2,840 
   Prepaid expenses and deposits 16,497  7,203 
   Accounts payable 102,318  5,126 
   Accrued liabilities (66,893) 4,461 
   Deferred revenue (909) (8,170)
   Operating lease liability (2,382)  
Net cash provided by operating activities 441,654  86,245 
       
INVESTING ACTIVITIES      
Redemption (purchase) of short-term investments, net 763,749  (756,372)
Purchase of property, equipment and intangibles (5,188) (10,231)
Net cash provided by (used in) investing activities 758,561  (766,603)
       
FINANCING ACTIVITY      
Repurchase of common stock for retirement   (291,889)
Net cash used in financing activity   (291,889)
       
Effect of foreign exchange rate changes on cash 35,307  5,189 
       
Net increase (decrease) in cash and cash equivalents 1,235,522  (967,058)
Cash and cash equivalents, beginning of period 1,841,340  2,512,138 
Cash and cash equivalents, end of period 3,076,862  1,545,080 
       
Supplementary disclosure      
Interest paid    
Income taxes paid    
       
Non-cash investing and financing activities      
Right of use asset   (671,911)
Operating lease liability   671,911 

See accompanying notes



Destiny Media Technologies Inc.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF

CASH FLOWS
(Expressed in United States dollars)

Six months ended February 29, 2020 and February 28, 2019

  2020   2019 
  $   $ 
        
OPERATING ACTIVITIES       
Net income (loss) (43,673)  300,909 
Items not involving cash:       
Depreciation and amortization [note 4] 67,550   40,335 
Stock-based compensation 20,633   24,107 
Deferred leasehold inducement    (1,458)
Unrealized foreign exchange gain (7,927)  (12,593)
Changes in non-cash working capital:       
Accounts receivable (240,907)  30,016 
Other receivables 4,386   4,851 
Prepaid expenses and deposits 6,646   (225)
Accounts payable 57,321   78,859 
Accrued liabilities 13,350   (18,106)
Deferred revenue (16,399)  (13,035)
Operating lease liability 5,447    
Net cash provided by (used in) operating activities (133,573)  433,660 
        
INVESTING ACTIVITIES       
Purchase of short-term investments, net (753,185)   
Purchase of property, equipment and intangibles (43,666)  (64,284)
Net cash used in investing activities (796,851)  (64,284)
        
FINANCING ACTIVITY       
Repurchase of common stock for retirement (533,223)   
Net cash used in investing activity (533,223)   
        
Effect of foreign exchange rate changes on cash 1,686   (7,879)
        
Net increase (decrease) in cash and cash equivalents (1,461,961)  361,497 
Cash and cash equivalents, beginning of period 2,512,138   1,097,434 
Cash and cash equivalents, end of period 1,050,177   1,458,931 
        
Supplementary disclosure       
Interest paid     
Income taxes paid     

See accompanying notes


Destiny Media Technologies Inc.

NOTES TO CONDENSED CONSOLIDATED INTERIM

FINANCIAL STATEMENTS

February 29,

Destiny Media Technologies Inc.


NOTES TO CONDENSED CONSOLIDATED INTERIM
FINANCIAL STATEMENTS

November 30, 2020

1. ORGANIZATION

Destiny Media Technologies Inc. (the “Company”"Company") was incorporated in August 1998 under the laws of the State of Colorado and the corporate jurisdiction was changed to Nevada effective October 8, 2014. The Company develops technologies that allow for the distribution over the internet of digital media files in either a streaming or digital download format. The technologies are proprietary. The Company operates out of Vancouver, BC, Canada and serves customers predominantly located in the United States, Europe and Australia.

The Company’sCompany's stock is listed for trading under the symbol “DSNY”"DSNY" on the OTCQB U.S. in the United States, under the symbol “DSY”"DSY" on the TSX Venture Exchange and under the symbol “DME”"DME" on the Berlin, Frankfurt, Xetra and Stuttgart exchanges in Germany.

Effective September 13, 2019, the Company effected a reverse stock split on the basis of 5:1. As such, the Company’s authorized common stock was decreased from 100,000,000 shares of common stock, par value $0.001 to 20,000,000 shares of common stock, par value $0.001 and all shares of common stock issued and outstanding were decreased on the basis of one new share for each five old shares. These consolidated financial statements give retroactive effect to such reverse stock split and all share and per share amounts have been adjusted accordingly.

2. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated interim financial statements have been prepared by management in accordance with accounting principles generally accepted in the United States for interim financial information pursuant to the rules and regulations of the United States Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by United States generally accepted accounting principles for annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the sixthree months ended February 29,November 30, 2020 are not necessarily indicative of the results that may be expected for the year ended August 31, 2020.2021.

The balance sheet at August 31, 20192020 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by United States generally accepted accounting principles for annual financial statements.

For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended August 31, 2019.2020.

COVID-19 Pandemic

In March 2020 the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. It has also disrupted the normal operations of many businesses, including the Company's. This outbreak could decrease spending, adversely affect demand for the Company's product and harm the Company's business and results of operations. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company's business or results of operations at this time.


Destiny Media Technologies Inc.

NOTES TO CONDENSED CONSOLIDATED INTERIM

FINANCIAL STATEMENTS

February 29,

Destiny Media Technologies Inc.


NOTES TO CONDENSED CONSOLIDATED INTERIM
FINANCIAL STATEMENTS

November 30, 2020

3. SHORT TERM INVESTMENTS

The Company’sCompany's short-term investments consistsconsisted of one-year Guaranteed Investment Certificates with a major Canadian financial institution that earn interest at variable interest rates ranging from 2.15% –0.10% - 2.36%.  As at November 30, 2020, the Company's short-term investments had reached maturity, and are included in cash and cash equivalents.

4. PROPERTY AND EQUIPMENT AND INTANGIBLES

     Accumulated  Net book 
  Cost  amortization  value 
  $  $  $ 
February 29, 2020         
Property and equipment         
Furniture and fixtures 134,331  110,091  24,240 
Computer hardware 251,532  206,700  44,832 
Computer software 380,957  259,602  121,355 
Leasehold improvement 159,536  111,029  48,507 
  926,356  687,422  238,934 
Intangibles         
Patents, trademarks and lists 428,303  407,119  21,184 

   Accumulated Net book   Accumulated Net book 
 Cost amortization value  Cost amortization value 
August 31, 2019 $ $ $ 
November 30, 2020 $ $ $ 
Property and equipment   
Furniture and fixtures 134,432  107,304  27,128  134,769  113,649  21,120 
Computer hardware 242,736  198,990  43,746  270,226  219,724  50,502 
Computer software 354,090  223,387  130,703  383,198  308,933  74,265 
Leasehold improvements 159,815  100,485  59,330 
Leasehold improvement 160,440  126,477  33,963 
 948,633  768,783  179,850 
 891,073  630,166  260,907          
Intangibles                  
Patents, trademarks and lists 421,520  396,825  24,695  436,929  417,560  19,369 

     Accumulated  Net book 
  Cost  amortization  value 
August 31, 2020 $  $  $ 
Property and equipment         
Furniture and fixtures 134,629  112,540  22,089 
Computer hardware 264,701  215,916  48,785 
Computer software 382,852  298,523  84,329 
Leasehold improvements 160,295  121,221  39,074 
  942,477  748,200  194,277 
          
Intangibles         
Patents, trademarks and lists 436,780  413,828  22,952 

Depreciation and amortization for the six monthsthree month period ended February 29,November 30, 2020 was $67,550$24,315 (2019: $40,335)$32,072)


Destiny Media Technologies Inc.

NOTES TO CONDENSED CONSOLIDATED INTERIM

FINANCIAL STATEMENTS

February 29,

Destiny Media Technologies Inc.


NOTES TO CONDENSED CONSOLIDATED INTERIM
FINANCIAL STATEMENTS

November 30, 2020

5. RIGHT OF USE ASSET

The Company entered into a lease agreement commencing July 1, 2017 and expiring June 30, 2022 consisting of approximately 6,600 square feet.

On adoption of ASC 842, Lease Accounting, the Company recognized right-of-use assets and a corresponding increase in lease liabilities, (note 7), in the amount of $660,185$671,911 which represented the present value of future lease payments using a discount rate of 8% per annum. year.  Property tax and insurance payments paid to the lessor are included in the calculation of future lease payments. 

Right of Use Asset Continuity November 30, 2020  August 31, 2020 
  $  $ 
Balance, September 1 403,961  671,911 
Lease Inducement -  (47,607)
  403,961  624,304 
Depreciation (54,636) (213,935)
Foreign Currency Translation Adjustment 1,805  (6,408)
Balance, End of Period 351,130  403,961 

The Company adopted the modified retrospective approach on adopting ASC 842 and accordingly the adoption was made effective September 1, 2019, with no restatement of the prior year comparatives.has operating lease payments committed as follows:

  $ 
2021 269,910 
2022 160,050 
Total lease payments payable 429,960 
Less amounts representing interest (27,541)
Total Operating Lease Liability 402,419 
Less current portion of operating lease liability (239,800)
Long term portion of operating lease liability 162,619 

Operating Lease Liability Continuity November 30, 2020  August 31, 2020 
  $  $ 
Balance, September 1 457,324  671,911 
Less Lease Payments (65,712) (253,040)
Interest 8,693  44,692 
Foreign Currency Translation Adjustment 1,844  (6,239)
Balance, End of Period 402,419  457,324 

During the six monthsthree month period ended February 29,November 30, 2020 the Company recorded a leasedepreciation expense of $107,457 related to$54,636 (2019 : $54,158) which has been allocated between general and administrative expenses, research and development and sales and marketing on the depreciationconsolidated statement of right-of-use assets. Amortizationcomprehensive income. The total rent commitment, net of the deferred lease inducementleasehold improvement allowance, is being amortized to rent expense on a straight-line basis over the term of $5,447

Supplemental cash flow information related to the lease was as follows:lease.


Destiny Media Technologies Inc.


NOTES TO CONDENSED CONSOLIDATED INTERIM
FINANCIAL STATEMENTS

November 30, 2020

6. STOCKHOLDERS’STOCKHOLDERS' EQUITY

[a]Common stock issued and authorized

The Company is authorized to issue up to 20,000,000 shares of common stock, par value $0.001 per share.

Effective September 16, 2019, the Company commenced a Normal Course Issuer Bid, pursuant to which the Company may purchase up to a maximum of 550,140 common shares, through the TSX Venture Exchange (the “TSX”"TSX") at the market price at the time of purchase, subject to daily limits and compliance with the applicable rules of the TSX and Canadian securities laws.  During the six monthsyear ended February 29,August 31, 2020, the Company repurchased and cancelled 550,140 common shares for $533,223.

[b]Stock option plansplan

The Company has a stock option plan, namely the 2015 Stock Option Plan (the “Plan”"Plan"), under which up to 530,000 shares of common stock, has been reserved for issuance. A total of 180,000120,000 common shares remain eligible for issuance under the Plan. The options generally vest over a range of periods from the date of grant, some are immediate, and others are 12 or 24 months. Any options that do not vest as the result of a grantee leaving the Company are forfeited and the common shares underlying them are returned to the reserve. The options generally have a contractual term of five years.

3


Destiny Media Technologies Inc.

NOTES TO CONDENSED CONSOLIDATED INTERIM

FINANCIAL STATEMENTS

February 29, 2020

6.STOCKHOLDERS’ EQUITY (cont’d.)
[b] Stock option plans (cont’d.)

Stock-Based Payment Award Activity

A summary of stock option activity under the PlansPlan as of February 29,November 30, 2020, and changes during the period then ended is presented below:

        Weighted    
     Weighted  Average  Aggregate 
     Average  Remaining  Intrinsic 
     Exercise Price  Contractual  Value 
Options Shares  $  Term  $ 
Outstanding at August 31, 2019 290,000  1.94  2.96   
Granted 140,000  1.36  5.00   
Forfeited (80,000) 1.86  1.22   
Outstanding at February 29, 2020 350,000  1.41  3.36   
Exercisable at February 29, 2020 191,250  1.49  1.51   
        Weighted    
     Weighted  Average  Aggregate 
     Average  Remaining  Intrinsic 
     Exercise Price  Contractual  Value 
Options Shares  $  Term  $ 
Outstanding at August 31, 2020 400,000  1.35  3.24   
Granted 10,000  1.00  5.00   
Outstanding at November 30, 2020 410,000  1.34  3.02   
Exercisable at November 30, 2020 272,500  1.42  2.70   

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company’sCompany's common stock for the options that were in-the-money at February 29,November 30, 2020.


Destiny Media Technologies Inc.


NOTES TO CONDENSED CONSOLIDATED INTERIM
FINANCIAL STATEMENTS

November 30, 2020

6. STOCKHOLDERS' EQUITY (cont'd.)

[b]Stock option plan (cont'd.)

The following table summarizes information regarding the non-vested options outstanding as of February 29,November 30, 2020 and changes during the period then ended:

  Weighted   Weighted 
  Average   Average 
  Grant Date   Grant Date 
 Number of Options Fair Value  Number of Options Fair Value 
  $   $ 
Non-vested options at August 31, 2019 30,000  0.38 
Non-vested options at August 31, 2020 203,750  0.48 
Granted 140,000  0.49  10,000  0.34 
Vested (11,250) 0.33  (76,250) 0.49 
Non-vested options at February 29, 2020 158,750  0.48 
Non-vested options at November 30, 2020 137,500  0.47 

As of February 29,November 30, 2020, there was $57,341$56,810 of total unrecognized compensation cost related to non- vestednon-vested stock-based compensation awards. The unrecognized compensation cost is expected to be

recognized over a weighted average period of 1.580.99 years.

4


Destiny Media Technologies Inc.

NOTES TO CONDENSED CONSOLIDATED INTERIM

FINANCIAL STATEMENTS

February 29, 2020

6.STOCKHOLDERS’ EQUITY (cont’d.)
[b] Stock option plans (cont’d.)

On October 3, 2019, the Company adjusted the exercise price of 140,000 employee stock options previously issued to certain employees to $1.00. The incremental fair value recorded on modification was $10,331, and determined using the Black-Scholes option-pricing model with the following assumptions weighted average volatility 146%, discount rate 1.7%, and weighted average life of 3.27 years.

During the six months ended February 29, 2020, the totalTotal stock-based compensation expense of $20,633$12,849 was recognized during the three month period ended November 30, 2020, (2019: $24,107)$17,936) is reported in the statement of comprehensive income as follows:

 2020 2019  2020 2019 
 $ $  $ $ 
Stock-based compensation   
General and administrative 6,336  14,303  4,531  9,258 
Sales and marketing 8,858  4,902  4,644  6,100 
Product development 6,252  4,902  3,674  2,578 
Total stock-based compensation 20,633  24,107  12,849  17,936 

Valuation Assumptions

The fair value of each option award is estimated on the date of grant using the Black-Scholes option- pricingoption-pricing model based on the following assumptions:

 2020 2019  2020 2019 
  
Expected term of stock options (years) 3.25  2.94  3.25  3.25 
Expected volatility 116.2%  87.1%  105.4%  118.6% 
Risk-free interest rate 1.3%  1.6%  0.35%  1.0% 
Dividend yields        
Weighted average grant date fair value$0.49 $0.35  $0.34  $0.49 


Destiny Media Technologies Inc.


NOTES TO CONDENSED CONSOLIDATED INTERIM
FINANCIAL STATEMENTS

November 30, 2020

6. STOCKHOLDERS' EQUITY (cont'd.)

[b]Stock option plan (cont'd.)

Expected volatilities are based on historical volatility of the Company’sCompany's stock. The Company uses historical data to estimate option exercise and employee termination within the valuation model. The expected term of options granted represents the period of time that options granted are expected to be outstanding. The risk-free rate for periods within the contractual life of the options is based on US Treasury bill rates in effect at the time of grant.

5


Destiny Media Technologies Inc.

NOTES TO CONDENSED CONSOLIDATED INTERIM

FINANCIAL STATEMENTS

February 29, 2020

6.STOCKHOLDERS’ EQUITY (cont’d.)
[b] Stock option plans (cont’d.)

[c] Employee Stock Purchase Plan

The Company’sCompany's 2011 Employee Stock Purchase Plan (the “Plan”"Plan") became effective on February 22, 2011. Under the Plan, employees of the Company are able to contribute up to 5% of their annual salary into a pool which is matched equally by the Company in order to purchase Company shares under certain terms. Directors are able to contribute a maximum of $12,500 each for a combined maximum annual purchase of $25,000. The maximum annual combined contributions will be $400,000. All purchases are made through the Toronto Stock Exchange by a third-party plan agent. The third-party plan agent is also responsible for the administration of the Plan on behalf of the Company and the participants.

6.STOCKHOLDERS’ EQUITY (cont’d.)
[c] Stock option plans (cont’d.)

During the six monthsthree month period ended February 29,November 30, 2020, the Company recognized compensation expense of $32,422$15,186 (2019 – $22,650): $13,132) in salaries and wages on the consolidated statement of comprehensive income in respect of the Plan, representing the Company’sCompany's employee matching of cash contributions to the Plan. TheDuring the three month period ended November 30, 2020, the shares were purchased on the open market at an average price of $1.00 (2019: $1.10)$0.67 (2019 : $0.98). The shares are held in trust by the Company for a period of one year from the date of purchase.

7. COMMITMENTS

The Company has entered into a lease agreement expiring June 30, 2022 for office premises consisting of approximately 6,550 square feet. The Company is committed to lease payments as follows:

Fiscal year ending August 31, $ 
2020 127,594 
2021 259,718 
2022 221,578 
Total lease payments payable 608,890 
Less amounts representing interest (55,589)
Total operating lease liability 553,301 
Less current portion of operating lease liability (219,894)
Long term portion of operating lease liability 333,407 

6


Destiny Media Technologies Inc.

NOTES TO CONDENSED CONSOLIDATED INTERIM

FINANCIAL STATEMENTS

February 29, 2020

7. COMMITMENTS (cont’d.)

During the six months ended February 29, 2020 the Company incurred depreciation expense of $117,269 (2019 –rent expense $123,133) in connection with its office premises lease, which has been allocated between general and administrative expenses, research and development and sales and marketing on the consolidated statement of comprehensive income (loss). Amounts representing interest of $28,216 were recognized during the six-month period ended February 29, 2020 (2019 – nil).

8. CONTINGENCIES

The Company is subject to claims and legal proceedings that arise in the ordinary course of business. Such matters are inherently uncertain, and there can be no guarantee that the outcome of any such matter will be decided favorably to the Company or that the resolution of any such matter will not have a material adverse effect upon the Company’sCompany's financial statements. The Company does not believe that any of such pending claims and legal proceedings will have a material adverse effect on its consolidated financial statements.

On September 5, 2017, the Company’sCompany's former President and Chief Executive Officer filed a Notice of Civil Claim in the Supreme Court of British Columbia against the Company, its subsidiaries, independent directors and current Chief Executive Officer, claiming damages for conspiracy, breach of contract, wrongful dismissal, defamation and aggravated and punitive damages. The Company believes the claims are without merit and is defending itself against the claims. The quantum of loss, if any, is not determinable at this time and management believes it is unlikely that the outcome of this matter will have an adverse impact on its results of operations, cash flows and financial condition.


Destiny Media Technologies Inc.


NOTES TO CONDENSED CONSOLIDATED INTERIM
FINANCIAL STATEMENTS

November 30, 2020

8. NEW ACCOUNTING PRONOUNCEMENTS

Recently Adopted Accounting Standards

In FebruaryJune 2016, the FASB issued ASU No. 2016-02, “Leases2016-13, "Financial Instruments-Credit Losses (Topic 842)” (“326): Measurement of Credit Losses on Financial Instruments" ("ASU 2016-02”2016-13").  Financial Instruments-Credit Losses (Topic 326) amends guidance on reporting credit losses for assets held

on an amortized cost basis and available-for-sale debt securities.  For assets held on an amortized cost basis, Topic 326 eliminates the probable initial recognition threshold in current GAAP and, instead, requires an entity to reflect its current estimate of all expected credit losses.  The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial assets to present the net amount expected to be collected.  For available-for-sale debt securities, credit losses should be measured in a manner similar to current GAAP, however Topic 326 will require that credit losses be presented as an allowance rather than as a write-down.  ASU 2016-13 affects entities holding financial assets and net investment in leases that are not accounted for at fair value through net income.  The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash.  The amendments in this Update increase transparency and comparability among organizations by recognizing lease assets and lease liabilitiesASU will be effective for the Company on the balance sheet and disclosing key information about leasing arrangements. The FASB has also issued ASU No. 2018-11 “Leases (Topic 842): Targeted Improvements and ASU 2019-01 “Leases Codification Improvements Codification improvements to Topic 842 (leases)”, which provides narrow amendments to clarify how to apply certain aspects of the new lease standard.

7


Destiny Media Technologies Inc.

NOTES TO CONDENSED CONSOLIDATED INTERIM

FINANCIAL STATEMENTS

February 29, 2020

9. NEW ACCOUNTING PRONOUNCEMENTS (cont’d.)

Recently Adopted Accounting Standards (cont’d.)

The Company adopted ASU No. 2016-02 as of September 1, 2019 using the modified retrospective approach wherein entities are permitted to apply the new lease standard at adoption date with no effect to the opening balance of retained earnings in the period of adoption. Accordingly, all periods prior to September 1, 2019 were presented in accordance with the previous ASC Topic 840, Leases, with no retrospective adjustments to the comparative periods presented.

In accordance with ASC Topic 842, Leases, the Company determines, at the inception of a contract, if the arrangement is a lease and whether it meets the classification criteria for a finance or operating lease. Right of use (ROU) assets represent the Company’s right to use an underlying asset during the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at commencement date based on the present value of fixed lease payments over the lease term. ROU assets also include any advance lease payments and are net of lease incentives. Where the operating leases do not provide an implicit rate, the Company estimates its incremental borrowing rate based on information available at commencement date in determining the present value of lease payments. Finance lease agreements generally include an interest rate that is used to determine the present value of future lease payments. Operating fixed lease expense and finance lease depreciation expense are recognized on a straight-line basis over the lease term.

Further, as permitted by the standard, the Company made an accounting policy election to not record right of use assets or lease liabilities with a term of 12 months or less. Instead, consistent with legacy accounting guidance, the Company will recognize payments for such leases in the consolidated statement of comprehensive income/(loss) on a straight-line basis over the lease term.

2020.  The adoption of this standard on September 1, 2019, resulted in the recognition of additional assets of $660,185 and liabilities of $660,185 upon adoption on its accompanying condensed consolidated balance sheet. The new standard did not have a material impact on the Company’s resultsCompany's consolidated financial statements.

In February 2018, the FASB issued ASU No. 2018-02, "Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of operationsCertain Tax Effects from Accumulated Other Comprehensive Income" ("ASU 2018-02"), which provides financial statement preparers with an option to reclassify stranded tax effects within accumulated other comprehensive income to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act (or portion thereof) is recorded. The amendments in this ASU will be effective for the Company on September 1, 2019. The amendments in this ASU should be applied either in the period of adoption or cash flows.retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. The adoption of this guidance did not have a material impact on the Company's consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement - Disclosure Framework (Topic 820). The updated guidance improves the disclosure requirements on fair value measurements. The amendments in this ASU was effective for the Company on September 1, 2020.. The adoption of this guidance did not have a material impact on the Company's consolidated financial statements.


Destiny Media Technologies Inc.


NOTES TO CONDENSED CONSOLIDATED INTERIM
FINANCIAL STATEMENTS

November 30, 2020

Destiny Media Technologies Inc.

NOTES TO CONDENSED CONSOLIDATED INTERIM

FINANCIAL STATEMENTS

February 29, 2020

10.9. CONCENTRATIONS AND ECONOMIC DEPENDENCE

The Company operates solely in the digital media software segment and all revenue from its products and services are made in this segment.

Revenue from external customers, by product and location of customer, is as follows:

  Three Months Ended  Six Months Ended 
  February 29  February 28  February 29  February 28 
  2020  2019  2020  2019 
  $  $  $  $ 
Play MPE®            
             
North America 305,697  345,556  790,929  800,780 
Europe 447,967  439,269  910,397  869,265 
Australasia 48,259  73,963  130,837  158,170 
Total Play MPE® 801,923  858,787  1,832,163  1,828,215 
             
Clipstream ®            
North America 4,806  20,577  20,422  35,169 
Total revenue 806,729  879,364  1,852,585  1,863,383 
  2020  2019 
  $  $ 
       
Play MPE®      
United States 533,460  485,212 
Europe 508,317  462,441 
Australia 75,779  82,586 
Africa 3,528   
Total Play MPE® Revenue 1,121,084  1,030,239 
       
Clipstream ®      
United States 2,893  15,617 
Total Clipstream ® Revenue 2,893  15,617 
       
Total Revenue 1,123,977  1,045,856 

Revenue in the above table is based on location of the customer’scustomer's billing address. Some of these customers have distribution centerscentres located around the globe and distribute around the world. During the six monthsthree month period ended February 29,November 30, 2020, the Company generated 44%38% of total revenue from one customer [2019 - 42%]respectively (2019 : 38%).

It is in management’smanagement's opinion that the Company is not exposed to significant credit risk.

As at February 29,November 30, 2020, two customersone customer represented $371,577 (65%$144,407 (or 46%) of the trade receivables balance [August(August 31, 2019,2020, two customers represented $233,549 (70%$275,620 (or 65%)]).

The Company has substantially all its assets in Canada and its current and planned future operations are, and will be, located in Canada.

11.10. COMPARATIVE FIGURES

Certain comparative figures have been reclassified to conform to the current period's presentation. These reclassifications did not affect prior periods' net earnings.


Destiny Media Technologies Inc.


NOTES TO CONDENSED CONSOLIDATED INTERIM
FINANCIAL STATEMENTS

November 30, 2020

11. SUBSEQUENT EVENTS

On January 4, 2021, the Company commenced a Normal Course Issuer Bid ("NCIB"), pursuant to which the Company may purchase up to a maximum of 522,532 shares of common stock in the capital of the Company, representing approximately 5% of the then-outstanding common stock. Purchases pursuant to the NCIB will be made from time to time by RBC Dominion Securities Inc. on behalf of the Company through the facilities of the TSX Venture Exchange at the market price at the time of purchase, subject to daily limits and compliance with the applicable rules of the TSX Venture Exchange and Canadian securities laws. Shares purchased will be paid for with cash available from the Company's working capital.


Destiny Media Technologies Inc.

NOTES TO CONDENSED CONSOLIDATED INTERIM

FINANCIAL STATEMENTS

February 29, 2020

12. SUBSEQUENT EVENTS

In March 2020 the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or results of operations at this time.

10


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

FORWARD LOOKING STATEMENTS

The following discussion should be read in conjunction with the accompanying financial statements and notes thereto included within this Quarterly Report on Form 10-Q.  In addition to historical information, the information in this discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements involve risks and uncertainties, including statements regarding the Company's capital needs, business strategy and expectations.  Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. 

In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expect", "plan", "intend", "anticipate", "believe", estimate", "predict", "potential" or "continue", the negative of such terms or other comparable terminology.  Actual events or results may differ materially.  In evaluating these statements, you should consider various factors described in this Quarterly Report, including the risk factors under "Item 1A. Risk Factors." of part II, and, from time to time, in other reports the Company files with the Securities and Exchange Commission. These factors may cause the Company's actual results to differ materially from any forward-looking statement. The Company disclaims any obligation to publicly update these statements or disclose any difference between its actual results and those reflected in these statements. Such information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

OVERVIEW AND CORPORATE BACKGROUND

Destiny Media Technologies Inc. was incorporated in August 1998 under the laws of the State of Colorado and the corporate jurisdiction was changed to Nevada effective October 8, 2014. We carry out our business operations through our wholly owned subsidiary, Destiny Software Productions Inc., a British Columbia company that was incorporated in 1992, MPE Distribution, Inc. a Nevada company that was incorporated in 2007 and Sonox Digital Inc. incorporated under the Canada Business Corporations Act in 2012. The "Company", "Destiny Media", "Destiny", "we" or "us" refers to the consolidated activities of all four companies.

Our principal executive office is located at Suite 1110, 885 West Georgia Street, Vancouver, British Columbia V6C 3E8. Our telephone number is (604) 609-7736 and our facsimile number is (604) 609-0611.

Our common stock trades on the TSX Venture Exchange in Canada under the symbol "DSY", on the OTCQB U.S. ("OTCQB") under the symbol "DSNY", and on various German exchanges (Frankfurt, Berlin, Stuttgart and Xetra) under the symbol DME, WKN 935 410.

Our corporate website is located at http://www.dsny.com.

OUR PRODUCTS AND SERVICES

Destiny develops and markets software as a service (SaaS) solutions that solve critical problems in digital distribution and promotion for businesses in the music industry.  The core of our business is Play MPE®, a promotional music marketing and digital distribution service. Play MPE® is a service for promoting and securely distributing broadcast quality audio, video, images, promotional information and other digital content through the internet. The system is currently used by the recording industry for transferring pre-release broadcast quality music, radio shows, and music videos to trusted recipients such as radio stations, media reviewers, VIP's, DJ's, film and TV personnel, sports stadiums and retailers.

Play MPE®

The Company's core business is the Play MPE® platform.  Play MPE® is a two sidedtwo-sided B2B marketplace platform that enables music labels and artists to create and distribute promotional content and musical assets on the one side, and for music broadcasting professionals, music curators and music reviewers to be able to discover, listen to, download, broadcast and consume,review the music, on the other. Play MPE® is a cloud-based enterprise SaaS product.

Typically, record labels and artists promote new music through the presentation of broadcast quality audio, video, images, promotional information, industry required meta data, and other digital content.  The presentation of this promotional material is catered to music curators who can expose that music to a larger consumer audience through broadcasts (examples include radio, internet radio, streaming services, DJs etc.) or publicity and media destinations. The system is also used to promote music and artists to label A&R teams, and music supervisors (who work with TV/movie producers to recommend musical content to accompany video productions).


Broadcast play of music provides revenue directly to record labels and artists through royalties and indirectly through sales, concerts / live performances, merchandise sales etc. as the profile and popularity of the musical work and artist increase. Effective marketing is critical in growing the popularity of a song or an artist and thereby revenue for a particular artist. Play MPE® is a critical step in this process. Easy-to-use and collaborative tools on the player side (music curator side) improves activity which improves the likelihood that a particular track obtains broadcast play. Feedback of recipient activity provides valuable information to record labels improving data centric marketing decision making.

Our customers range from small independent artists, small to the world's largest record label; Universal Music Group "Universal".  We have thousands of clients spread over numerous countries that also include large independent record labels ("Indies" or "Independent Record Labels"), to promoters or pluggers, and to the world's largest record labels (the "Major Record Labels") (Universal Music Group,(who, along with Universal, include Warner Music Group "Warner" and Sony Music Entertainment)Entertainment "Sony").  Our Major Record Label clients have offices around the world and typically represent the world's largest recording artists. All three Major Record Labels, and thousands of Indies use Play MPE® for promotional distribution.


Play MPE® provides a wide array of features which provide efficient access to a promotional hub of activity.  Client characteristics determine which features are of greater interest with the active promotional recipients being of common interest to all clients. Major Labels can take advantage of the platform's more powerful and efficiency producing features including tiered rights, permissions-based user profiles, integration with database archives, release sharing with foreign territories etc.  For example, some customer staff may manage assets (album cover imagery, music videos, the raw music, promotional information and other metadata), while others manage hierarchical permission-based lists of recipients.  These more powerful features are uniqueWhen uploading to the Play MPE® platform. 

The release datesplatform, the goal of our customers is to increase demand for their music and artists by distributing that content to 'music influencers' who can, be dependent onin turn, expose the territory and, where administrative settings permit, local promotions staff may generate a localized distribution of the song with modified marketing information in the local language. Local staff may select pre-existing assets from the system and combine them together with a local recipient lists to form a "send". Our customers also choose the level of access for the recipients assigned to the release by designating whether the release can be streamed, downloaded, exported into an unlocked digital formatmusic or burnedartist to a CD.wider consumer audience. This exposure can have a direct increase to record label revenue through performance royalties or indirect impacts to revenue as the music and artists gain popularity. 

While many clients are set up to manage and upload recipient lists, many relyRecipients on the proprietary lists provided within the service.  Our staff manages lists of recipients in various formats and geographies and those lists are made available to our customers using the Play MPE® system. Theplatform have a wide variety of personas and include programming directors for internet streaming, satellite or terrestrial radio, retail store broadcasters, sports stadium DJs, clubs, events, music reviews in newspapers or magazines, on-air personalities, music supervisors who program TV, movies, commercials or video games, or "A&R" representatives at larger record labels.  A submission into the Play MPE® system providesplatform is targeted to appropriate recipients.  Each recipient within the Play MPE® platform has a unique library of music catered and appropriate for that recipient.

Currently the Play MPE® platform has over 47,000 active recipients around the globe in excess of 100 countries.  The majority of recipients are determined by our customers who maintain their own private contact lists and input recipient information into the Play MPE® platform.  When our customers do not have sufficient resources to maintain contacts for music influencers, or wish to supplement their own distribution channels, the Play MPE® list management team maintains recipient distribution channels.  These channels are presented for sale and are separated by numerous factors including the recipient type, genre of music, geographic location etc. Currently, Play MPE® maintains selectable distribution lists in 12 countries across 4 continents (North America, Europe, Australasia, and Africa).  Play MPE® also provides 4 distribution lists that have a more global presence with several countries being represented.  We are unaware of any other system with such a broad offering of lists.  These lists offer significant value to all customers, but are particularly valuable in the sales process to smaller independent labels.  Currently, the Play MPE® product and engineering staff withare developing new technical processes to facilitate list development and maintenance.  With these technical solutions, it is expected that existing Play MPE® list management staff will increase the feedback and resources necessarycapacity to managedevelop and maintain this network of recipients, which is not available with physical distribution or by smaller competitors.  Customers select lists of recipients within the proprietary network based on music format and geography. 

All exported songs are marked in real time with Destiny's watermark technology, which has received three US patents and a number of analogous patents globally. From information provided bythereby increase saleable lists.  This will be especially advantageous as Play MPE®, songs appearing on expands into new territories.

Recipients benefit from an easy-to-use player and player apps (iOS and Android) with many features that promote use, review, search and collaboration.  Players are currently available in English, Spanish, Swedish, Finnish, Italian, Dutch, Portuguese, French, Japanese, German, Norwegian, Latvian, Lithuanian, Estonian, and Danish. During the internet can be scanned byyear, the International FederationCompany added features to the player side of the Phonographic Industry's ("IFPI"). Headquartered in London, UK,platform that include advanced recipient authentication, advanced search and content sorting features. These features improve the IFPI is the organization that represents the interestsease-of-use and utility of the recording industry worldwideplatform to its recipients. These features were added to the mobile player apps released just following fiscal 2020 year-end.  Also added to the mobile apps were an off-line listening capability, the ability to utilize Google Chromecast and oneApple Airplay streaming capabilities for greater recipient collaboration, additional playlists, sorting, flagging and archiving features, and easier to access release metadata.  All of its missions is to safeguard the rights of record producers. IFPI web crawlers visit torrents, peer to peer networks and websites searching for unauthorized content. When problem files are identified, the IFPI can run proprietary software to identify Play MPE®'s unique watermark to identify the originating source.

After the content is released, all activity bythese features greatly enhance the recipient is logged in real time, providingside of the platform.  Recipient side satisfaction directly increases activity and lead generation for record labels and promotions staff real time detail on which songslabel customers. 

Customers are accessed, streamed, downloaded and exported. This information provides valuable feedback in real time to marketing and promotions staff who can cater their programs appropriately. Recipients receive a custom library of available tracks and are able to repeat the download if music is lost. 

Play MPE® browser-based tools are accessible on any computer without installation,generally either enterprise customers with full access to both Mac and PC users. The tool provides release sharing capabilities, to facilitate faster more user-friendly sharing of assets by our global label customers. Finally, it also allows for easy translation into multiple languages to accelerate international expansion.

We continue to invest in additional development of Play MPE® Version 8 and related tools and applications. In December 2019, the Company announced the new "localization" capability of the sendingCaster (the distribution side of the Play MPE® platform.platform), or full-service customers.  Full-service customers use a simplified version of Caster (the "uploader") which gives these customers limited capabilities.  Play MPE® staff then complete the release, quote the distribution and collect payment.

Caster is the world's largest and most sophisticated distribution platform and has a broad range of features essential to our customers.  Caster can be grouped into several components that include administrative modules (label, staff, asset and list management), release creator/replication/management modules, a reporting module, and security features.  Not all features are used by all customers.  For example, the security, administration and release replication features are critical to our global agreement with Universal, while the provision of distribution lists are more important to smaller "indies".  The richness of the offering within Play MPE® caters to a wide assortment of stakeholders, increases content flow, promotes activity and improves the success of the marketing investment made by our customers.  Play MPE® has direct and indirect positive impacts to record label revenue.

The release creator module of Caster underwent a major restructure and upgrade in fiscal 2020 which launched in Q1 of 2021.  This new release creator is easier to use, more intuitive, has more powerful notification creation features and notification template saving.  The Company expects that this module will result in increased use by our enterprise customers.  This is also the first step to allow non-enterprise customers to fully self-serve. The Company will build out a "checkout" feature that will not require Play MPE® staff to be involved in the release distribution and sale.  The Company expects that this will allow greater scalability of the platform as it expands globally.


During fiscal 2020, the Company added the "localization" capabilities of Caster.  This feature supports easy translation of the platform.  The Company then addedplatform and allowed the addition of Spanish, German, Japanese and French, in addition to English, languages to Caster during the sending side software.  year.  The expansion of languages was undertaken to facilitate the expansion of Play MPE® in non-English speaking countries. 

These features primarily improve the salability of the platform as the Company targets significant global expansion. 

The Company's new market development initiatives include the Canadian, Latin, South African, and USA markets. Activity levels within the platform increased over the same quarter in the prior year. Releases (a unique piece of music content with accompanying metadata uploaded into the platform) increased by 2.1%, and sends (the number of destinations selected) grew by 25.5%.  Further, the number of tracks within each release grew by 10.5%. 

The Company believes these language translations will facilitate global expansion ofsees tremendous potential to grow market share with investments in product development and business development staff.  During the Play MPE® platform.


In January 2020,quarter, the Company announced an improved recipient side platformcontinued to recruit for Play MPE® which has added advanced recipient authentication, improved song search capabilities,new engineering, product development, marketing and content management features all designedbusiness development staff adding the front-end engineering lead in October, a senior account executive to increase recipient side functionalitylead the LATAM market initiative in November 2020 and ease of use.  These features are designed to increase song discovery and activity within the Play MPE® platform.additional product development support staff.

Clipstream®

The Company also has a legacy business, Clipstream®, in the online video industry for which it is pursuing strategic alternatives. The Clipstream® Online Video Platform (OVP) is a self-service system, for encoding, hosting and reporting on video playback which can be embedded in third party websites or emails. Playback is currently through the Company's proprietary JavaScript codec engine, which is only available on the internet through the Company.  The unique software-based approach to rendering video, is protected by over two dozenhas patents claiming initial priority to 2011.  This product is has incidental revenues and is not supported or marketed.

RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTH PERIODS ENDED FEBRUARY 29.NOVEMBER 30. 2020 AND FEBRUARY 28, 2019

Revenue

Total revenue for the six months ending February 29, 2020 declined by less than 1% ($1,852,585 in 2020 - $1,863,383 in 2019) due to the decline in Clipstream related revenue which now represents approximately 1% of the Company's revenue.  Play MPE® revenue, which represents all other revenue of the Company (approximately 99%) increased by less than 1%.

Total revenue for the three-month period ended February 29,November 30, 2020 declinedincreased by $72,635 over the comparable quarter7.5% ($1,123,977 in fiscal 2019,2020 - $1,045,856 in 2019) due to $806,729 (2019 - $879,364).  Foreign exchange did not significantly impact revenue for either the three or six month periods.  The decline inincreased Play MPE® revenues, offset by reduced Clipstream revenue.  Play MPE® revenue realized during our secondin the quarter is primarily a temporary adjustment as we renew agreementsgrew by 8.8% (5.4% after adjusting for favorable foreign exchange).

Play MPE® continued to experience high growth in the independent labels in the United States.

In late January 2020, Play MPE® launchedStates, Europe, and Australia with an overage revenue growth of 38.5% in Canada with Universal Music Canada (UMC) distributing all releases through the Play MPE® platform.  Concurrently, several major independent record labels and a second major record label started distributing releases through Play MPE® under trial arrangements.  With the greater content available within the Play MPE® platform, recipient side activity within Play MPE® has grown substantially and user reception has been very positive.  Play MPE® will continue to expand usage on both sides of the platform prior to negotiating commercial agreements and commencing revenue generation.  The Company expects revenue to commence during the fiscal year.this segment. 

Operating Expenses

Overview

As our technologies and products are developed and maintained in-house, the majority of our expenditures are on salaries and wages and associated expenses such as office space, supplies and benefits. Our operations are primarily conducted in Canada and therefore, our costs are primarily incurred in Canadian dollars while our revenues are primarily denominated in Euros and US dollars. Thus, operating expenses and the results of operations are impacted, to the extent they are not hedged, by the rise and fall of the relative values of the Canadian dollar to these currencies. The Company maintains a large portion of its financial reserves in Canadian dollars to mitigate the downside risk of adverse exchange rates on its operating expenditures.

Operating costs during the six-monththree-month period ended February 29,November 30, 2020 increaseddecreased by 23.2%8.33% to $1,757,029$784,426 (2019 - $1,425,647)$855,305). The increasemajority of the decrease in costs was primarily the result of non-recurring (one-time) costsa reduction in travel and related expenditures associated with staff restructuring, professional fees associated with the Company's Normal Course Issuer Bid (NCIB) repurchase of the 5% of the Company's shares, professional fees associated with the share consolidation.  Additionally, the Company added staffing designed to increase the speedclient meetings and quality of product enhancements and added to business development staffing to increaseefforts. These reductions were the speedresult of revenue growth. COVID-19 pandemic travel restrictions.



General and administrative 29-Feb  28-Feb       
   2020  2019       
   (6 months)  (6 months)  Change  Change 
   $  $  $  % 
 Bad debt -  3,576  (3,576) -100.0% 
 Office and miscellaneous 89,180  93,209  (4,029) -4.3% 
 Foreign exchange (gain)/loss 12,089  5,963  6,126  102.7% 
 Professional fees 125,360  80,368  44,992  56.0% 
 Rent 11,733  16,816  (5,083) -30.2% 
 Telecommunications 1,058  1,628  (570) -35.0% 
 Travel 4,137  3,533  604  17.1% 
 Wages and benefits 192,040  191,771  269  0.1% 
   435,597  396,864  38,733  9.8% 
General and administrative 30-November  30-November       
  2020  2019       
  (3 months)  (3 months)  Change  Change 
  $  $  $  % 
   Bad debt -  -  -  -% 
   Office and miscellaneous 40,241  48,456  (8,215) (17.0%) 
   Professional fees 46,825  59,599  (12,774) (21.4%) 
   Rent 6,715  6,304  411  6.5% 
   Telecommunications 776  560  216  38.6% 
   Travel 1,112  3,056  (1,944) (63.6%) 
   Wages and benefits 63,880  101,528  (37,648) (37.0%) 
  159,549  219,503  (59,954) (27.3%) 

Our general and administrative expenses consist of salaries and related personnel costs including overhead, office rent, and general office supplies. General and administrative costs also include professional fees and general travel expenditures. The increasedecrease in non-recurring professional fees is the result of professional fees associated with staff restructuring, share consolidation and share repurchase activities.  This increase is non-recurring.activities incurred in the three month period ended November 30, 2019. 

Sales and marketing 29-Feb  28-Feb       
   2020  2019       
   (6 months)  (6 months)  Change  Change 
   $  $  $  % 
 Advertising and marketing 74,562  46,720  27,842  59.6% 
 Rent 67,582  50,405  17,177  34.1% 
 Telecommunications 6,906  8,913  (2,007) -22.5% 
 Wages and benefits 497,106  327,354  169,752  51.9% 
   646,156  433,392  212,764  49.1% 
Sales and marketing 30-November  30-November       
  2020  2019       
  (3 months)  (3 months)  Change  Change 
  $  $  $  % 
   Advertising and marketing 9,020  48,256  (39,236) (81.3%) 
   Rent 31,536  31,721  (185) (0.6%) 
   Telecommunications 4,053  3,135  918  29.3% 
   Wages and benefits 257,865  200,644  57,221  28.5% 
  302,474  283,756  18,718  6.6% 

Sales and marketing expenses consist of salaries and related personnel costs including overhead, office rent, and telecommunications costs.  Sales and marketing expenses also include advertising and marketing expenditures, which consist of promotional materials, online or print advertising, business development tools, and marketing or business development related travel costs including attendance at conference or trade shows, and record label and client visits. The increase in staffing costs primarily relates to one time charges associated with staff restructuring.  Wages also increased over the prior year through additional staff designed to grow and enhance business development activities. The increasedecrease in advertising and marketing expenses is related to increasereduced travel expenditures for our staff to attend label visits and industry events.events due to the COVID-19 pandemic.

Product Development 29-Feb  28-Feb       
   2020  2019       
   (6 months)  (6 months)  Change  Change 
   $  $  $  % 
 Rent 54,615  55,913  (1,298) -2.3% 
 Software services 32,334  17,467  14,867  85.1% 
 Telecommunications 32,289  42,486  (10,197) -24.0% 
 Wages and benefits 488,488  439,190  49,298  11.2% 
   607,726  555,056  52,670  9.5% 
Product Development 30-November  30-November       
  2020  2019       
  (3 months)  (3 months)  Change  Change 
  $  $  $  % 
   Rent 25,079  29,339  (4,260) (14.5%) 
   Software services 17,576  17,420  156  0.9% 
   Telecommunications 16,805  19,203  (2,398) (12.5%) 
   Wages and benefits 238,628  254,012  (15,384) (6.1%) 
  298,088  319,974  (21,886) (6.8%) 



Product development costs consist primarily of salaries and related personnel costs including overhead and consulting fees with respect to product development and deployment. The increasedecrease in wages and benefits is related to an increase in staffing inthe timing of employment of product development staff during the quarter. The Company has also restructured the use of external hosting services resulting in a permanent decline in costs with no reduction in system reliability or capabilities. 

Depreciation and Amortization

Depreciation and amortization expense increaseddecreased to $67,550$24,315 for the six-monththree-month period ended February 29,November 30, 2020 from $40,335$32,073 for the period ended February 28,November 30, 2019, an increasea decrease of 67.5%24.2% due to an increasea decrease in computer software costs associated with externally developed Play MPE® recipient player applications.

Other earnings and expenses

Interest income was $14,477$1,464 for the six-monththree-month period ended February 29,November 30, 2020 (2019: $12,921)$6,637) and is derived from one-year Guaranteed Investment Certificates.

Net income

During the six-monththree-month period ended February 29,November 30, 2020 we had net lossincome of $43,673 (2019 - $300,909 net income)$250,702 (2019: $111,658). Overall, a modest declinean increase in revenue was accompanied by increasedbudgeted spending on staffing and marketing and advertising costs, as discussed above.

For the three-month period ended February 29,November 30, 2020, adjusted EBITDA was ($126,136) (2019 -$286,402 (2019: EBITDA $105,239)$154,431).  Adjusted EBITDA is not defined under generally accepted accounting principles ("GAAP") and it may not be comparable to similarly titled measures reported by other companies. We used Adjusted EBITDA, along with other GAAP measures, as a measure of profitability because Adjusted EBITDA helps us to compare our performance on a consistent basis by removing from our operating results the impact of our capital structure, the effect of operating in different tax jurisdictions, the impact of our asset base, which can differ depending on the book value of assets, the accounting methods used to compute depreciation and amortization, the existence or timing of asset impairments and the effect of non-cash stock-based compensation expense. We believe Adjusted EBITDA is useful to investors as it is a widely used measure of performance and the adjustments we make to Adjusted EBITDA provide further clarity on our profitability. We remove the effect of non-cash stock-based compensation from our earnings which can vary based on share price, share price volatility and expected life of the equity instruments we grant. In addition, this stock-based compensation expense does not result in cash payments by us. Adjusted EBITDA has limitations as a profitability measure in that it does not include the interest expense on our debts, our provisions for income taxes, the effect of our expenditures for capital assets, the effect of non-cash stock-based compensation expense and the effect of asset impairments. The following is a reconciliation of net income (loss) from operations to Adjusted EBITDA over the eight most recently completed fiscal quarters:

 2020 Q2 2020 Q1 2019 Q4 2019 Q3 2019 Q2 2019 Q1 2018 Q4 2018 Q3  2021 Q1 2020 Q4 2020 Q3 2020 Q2 2020 Q1 2019 Q4 2019 Q3 2019 Q2 
 $ $ $ $ $ $ $ $  $ $ $ $ $ $ $ $ 
Net Income (loss) (155,331) 111,658  114,157  195,712  80,719  220,190  171,775  183,629  250,702  158,187  54,899  (155,331) 111,658  114,157  195,712  80,719 
Amortization, stock-based compensation and deferred leasehold inducements 37,307  49,140  34,983  36,404  31,042  31,942  38,108  42,103  37,164  49,085  48,470  37,307  49,140  34,983  36,404  31,042 
Interest income (8,110) (6,367) (5,999) (8,233) (6,522) (6,434) (4,940) (1,628) (1,464) (4,672) (5,266) (8,110) (6,367) (5,999) (8,233) (6,522)
Adjusted EBITDA (126,134) 154,431  143,141  223,883  105,239  245,698  204,943  224,104  286,402  202,600  98,103  (126,134) 154,431  143,141  223,883  105,239 


LIQUIDITY AND FINANCIAL CONDITION

OurAs at November 30, 2020, we held $3,076,862 (August 31, 2020 - $2,622,830) in cash and cash equivalents balance decreased by $1,461,961 during the six-month period ended February 29, 2020, due in part to the investment of surplus funds inand short-term deposits with a one-year maturity. As at February 29, 2020, we held $1,050,177 (August 31, 2019 - $2,512,138) in cash and cash equivalents.investments.  Our short-term investments consistconsisting of one-year Guaranteed Investment Certificates (GICs) held through a major Canadian financial institution, increased by $749,326had reached maturity prior to $1,129,382November 30, 2020 (August 31, 2019 - $380,056)2020: $781,490).


At February 29,November 30, 2020, we had working capital of $2,097,522$2,729,542 compared to $2,809,689$2,423,774 as at August 31, 2019. The decrease in our working capital was primarily due to the repurchase of common stock under a common stock repurchase program, pursuant to a Normal Course Issuer Bid ("NCIB") facilitated through the TSX Venture Exchange, which commenced in September 2019.2020.  During the three and six-month periodsthree-month period ended February 29,November 30, 2020, the Company completed open marketdid not complete any NCIB purchases of 251,385 and 298,755 common shares for a total cost of $241,334 and $291,889 respectively, for total repurchases of $533,223.  Working capital also declined following the recognition of an operating lease liability following adoption of ASU 2016-02, at February 29, 2020 the current portion of the operating lease liability was $219,894 (August 31, 2019 - $nil)(2019: $291,889).

CASH FLOWS

Net cash used inprovided by operating activities for the six-monththree-month period ended February 29,November 30, 2020 was $133,752,$441,654, compared to net cash provided by of $433,660$86,245 for the six monthsthree-month period ended February 28,November 30, 2019.  The primary reason for the decreaseincrease in cash flows from operating activities is due to an increase in operating expenses,revenues, as described above, as well as an increasea decrease in accounts receivable during the quarter.

Net cash provided by investing activities for the three-month period ended November 30, 2020 was $758,561, compared to cash used in investing activities of $766,603 for the six-monththree-month period ended February 29, 2020 was $796,851, compared to $64,284 forNovember 30, 2019. During the six-monththree-month period ended February 28, 2020. During the six-month period ended February 29,November 30, 2020, approximately $753,000$763,749 was spentreceived on the investmentmaturity of cash in GICs during the period.our GICs. Investing activities during the six-monththree-month period ended February 28,November 30, 2019 were attributable solelylargely to expenditures on property, equipment and intangibles.investment into GICs.

Net cash used in financing activities during the six-monththree-month period ended February 29,November 30, 2020 was $533,223,$Nil.  In the three-month period ended November 30, 2019 net cash used in financing activities, related to cash used to repurchase and retire 550,140298,755 shares of common stock of the Company under the NCIB. There were no cash flows from financing activities during the six-month period ended February 28, 2019.NCIB for a total of $291,889.

CRITICAL ACCOUNTING POLICIES

We prepare our interim condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and make estimates and assumptions that affect our reported amounts of assets, liabilities, revenue and expenses, and the related disclosures of contingent liabilities. We base our estimates on historical experience and other assumptions that we believe are reasonable in the circumstances. Actual results may differ from these estimates.

There have been no significant changes in the critical accounting policies and estimates described in our Annual Report on Form 10-K for the year ended August 31, 20192020 as filed with the SEC on November 18, 20192020 except for those described in Note 9,8, "New Accounting Pronouncements" in the notes to our Interim Condensed Consolidated Financial Statements included in this Form 10-Q.

NEW ACCOUNTING PRONOUNCEMENTS

Please refer to Note 98 "New Accounting Pronouncements" in the notes to our Interim Condensed Consolidated Financial Statements included in this Form 10-Q.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

Foreign Exchange Risk

Our revenues are primarily in United States dollars and Euros while our operating expenses are primarily in Canadian dollars. Thus, operating expenses and the results of operations are impacted to the extent they are not hedged by the rise and fall of the relative values of Canadian dollar to these currencies. During the three and six month periodsperiod ended February 29,November 30, 2020, as a result of fluctuations in the Euro, and the Australian, Canadian, and US dollars, the Company recognized a negative impact on reported revenues and a positive impact on reported operating expenditures, for an overall marginal positive impact on reported net income.


Item 4.  Controls and Procedures.

Disclosure Controls and Procedures


Disclosure controls and procedures and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In connection with this quarterly report, as required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our Company's management, including our company's Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our company's Chief Executive Officer and Chief Financial Officer concluded that as of February 29,November 30, 2020, our disclosure controls and procedures were effective as at the end of the period covered by this report.

Changes in Internal Control over Financial Reporting

Our Chief Financial Officer resigned effective November 30, 2019.  Where internal controls rely on a separation of duties between the CEO and the CFO,There were no changes that would impact our internal controls may be temporarily affected in that respect subsequentfor the period from September 1, 2020 to November 30, 2019.2020. 

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

On September 5, 2017, the Company's former President and Chief Executive Officer, Mr. Steve Vestergaard, filed a Notice of Civil Claim in the Supreme Court of British Columbia against the Company, its subsidiaries, independent directors and current Chief Executive Officer, claiming damages for conspiracy, breach of contract, wrongful dismissal, defamation and aggravated and punitive damages. The Company believes the claims are without merit and will defend itself against the claims.

Item 1A. Risk Factors.

In addition to the other information set forth in this Form 10-Q, you should carefully consider the factors discussed in "Item 1 - Risk Factors" in our Form 10-K for the fiscal year ended August 31, 20192020 filed with the SEC. These risks could materially and adversely affect our business, financial condition and results of operations. The risks described in our Form 10-K have not changed materially, however, they are not the only risks we face. Our operations could also be affected by additional factors that are not presently known to us or by factors that we currently consider immaterial to our business.

COVID-19 Pandemic

In March 2020 the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. It has also disrupted the normal operations of many businesses, including the Company's. This outbreak could decrease spending, adversely affect demand for the Company's product and harm the Company's business and results of operations. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company's business or results of operations at this time.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.


Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.


None.

Item 6. Exhibits.

31.1*Section 302 Certification of Chief Executive Officer
  
31.2*Section 302 Certification of Chief Financial Officer
  
32.1*Section 906 Certification of Chief Executive Officer and Chief Financial Officer
  
101*Interactive Data File

 
101.INSXBRL Instance Document

 
101.SCHXBRL Taxonomy Extension Schema Document

 
101.CALXBRL Taxonomy Extension Calculation Linkbase Document

 
101.DEFXBRL Taxonomy Extension Definition Linkbase Document

 
101.LABXBRL Taxonomy Extension Label Linkbase Document

 
101.PREXBRL Taxonomy Extension Presentation Linkbase Document

*    Filed herewith


SIGNATURES

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

DESTINY MEDIA TECHNOLOGIES, INC.

By: /s/Frederick Vandenberg______________________

 Frederick Vandenberg

              Chief Executive Officer, President

 (Principal Executive Officer)

 Date: April 15, 2020January 13, 2021

By: /s/Frederick Vandenberg Samuel Ritchie______________________

 Frederick VandenbergSamuel Ritchie

              Chief Financial Officer, Treasurer

 (Principal Financing and Accounting Officer)

 Date: April 15, 2020January 13, 2021