6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

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

the Securities Exchange Act of 1934

For the month of March 31, 2020

Commission File Number 333-98397

Lingo Media Corporation

(Translation of registrant's name into English)

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

(Address of principal executive offices)

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

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

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

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

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

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

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

SIGNATURE

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

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

LINGO MEDIA CORPORATION

Condensed Consolidated Interim Financial Statements

For the three-month period ended March 31, 2020 

1

LINGO MEDIA CORPORATION

Condensed Consolidated Interim Financial Statements

As at March 31, 2020

NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS

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

2

LINGO MEDIA CORPORATION

Condensed Consolidated Interim Financial Statements

As at March 31, 2020

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

3

LINGO MEDIA CORPORATION

Condensed Consolidated Interim Balance Sheets

As of March 31, 2020 and December 31, 2019

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

	Notes		March 31, 2020			December 31, 2019
ASSETS
Current Assets
Cash			$	697,984		$	442,489
Accounts and grants receivable		5,11		973,127			838,502
Prepaid and other receivables				114,443			121,603
				1,785,554			1,402,594
Non-Current Assets
Property and equipment		6		31,806			35,215
Right- of-use assets		7		491,712			514,181
TOTAL ASSETS			$	2,309,072		$	1,951,990
EQUITY AND LIABILITIES
Current Liabilities
Accounts payable			$	86,932		$	226,001
Accrued liabilities				321,661			191,993
Contract liability		8		173,721			192,958
Lease obligation		7		45,716			75,116
				628,030			686,068
Non-Current Liabilities
Lease obligation		7		510,825			499,646
TOTAL LIABILITIES			$	1,138,855		$	1,185,714
Equity
Share capital		9	$	21,914,722		$	21,914,722
Share-based payment reserve		10		4,053,893			4,049,032
Accumulated other comprehensive income				(154,533	)		(319,994	)
Deficit				(24,643,865	)		(24,877,484	)
TOTAL EQUITY				1,170,217			766,276
TOTAL EQUITY AND LIABILITIES			$	2,309,072		$	1,951,990

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

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

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

4

LINGO MEDIA CORPORATION

Condensed Consolidated Interim Statements of Comprehensive Income

For the three-months ended March 31, 2020, 2019 and 2018

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

	Notes		2020			2019			2018
Revenue		14,16	$	97,124		$	111,964		$	80,355
Expenses
Selling, general and administrative (recovery)		11,12		(356,207	)		277,003			310,965
Direct costs				74,892			44,936			38,120
Development costs				49,998			57,721			257,434
Bad debt expense				32,386			-			-
Share-based payments				4,861			27,758			23,408
Depreciation – right-of-use asset		7		22,469			-			-
Depreciation – property and equipment		6		3,455			4,410			1,653
Total Expenses (Recovery)				(168,146	)		411,828			631,580
Income / (Loss) from Operations				265,270			(299,864	)		(551,225	)
Net Finance Charges
Interest (income) expense				(20,954	)		4,231			14,952
Foreign exchange (gain) loss				49,169			2,867			(29,341	)
Profit / (Loss) Before Income Tax				237,055			(306,962	)		(536,836	)
Income tax expense				3,436			7,560			7,257
Net Profit (Loss) for the Period				233,619			(314,522	)		(544,093	)
Other Comprehensive Income
Exchange gain (loss) on translating foreign operations				165,461			(14,377	)		369
Total Comprehensive Income (Loss)			$	399,080		$	(328,899	)	$	(543,724	)
Earnings (Loss) per Share
Basic			$	0.01		$	(0.00	)	$	(0.02	)
Diluted			$	0.01		$	(0.00	)	$	(0.02	)
Weighted Average Number of Common Shares Outstanding
Basic				35,529,132			35,529,132			35,529,132
Diluted				35,529,132			35,529,132			35,529,132

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

5

LINGO MEDIA CORPORATION

Condensed Consolidated Interim Statements of Changes in Equity

For the three-month ended March 31, 2020 and 2019

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

	Issued Share Capital				Share- Based Reserves		Accumulated Other Comprehensive Income			Deficit			Total Equity
	No. of Shares		Amount
Balance as at January 1, 2019		35,529,192	$	21,914,722	$	3,955,167	$	(271,245	)	$	(25,040,050	)	$	558,594
Loss for the period		-		-		-		-			(314,522	)		(314,522	)
Other comprehensive loss		-		-		-		(14,377	)		-			(14,377	)
Share-based payments charged to operations		-		-		27,758		-			-			27,758
Balance as at March 31, 2019		35,529,192	$	21,914,722	$ $3,982,925		$	(285,622	)	$	(25,354,572	)	$	257,453
Income for the period		-		-		-		-			477,088			477,088
Other comprehensive loss		-		-		-		(34,372	)		-			(34,372	)
Share-based payments charged to operations		-		-		66,107		-			-			66,107
Balance as at December 31, 2019		35,529,192	$	21,914,722	$	4,049,032	$	(319,994	)	$	(24,877,484	)	$	766,276
Income for the period		-		-		-		-			233,619			233,619
Other comprehensive income		-		-		-		165,461			-			165,461
Share-based payments charged to operations		-		-		4,861		-			-			4,861
Balance as at March 31, 2020		35,529,192	$	21,914,722	$	4,053,893	$	(154,533	)	$	(24,643,865	)	$	1,170,217

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

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

6

LINGO MEDIA CORPORATION

Condensed Consolidated Interim Statements of Cash Flows

For the three-months ended March 31, 2020, 2019 and 2018

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

	2020			2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net Profit (Loss) for the Period	$	233,619		$	(314,522	)	$	(544,093	)
Adjustments to Net Profit (Loss) for Non-Cash Items:
Share-based payment		4,861			27,758			23,408
Lease inducement		-			(2,903	)		-
Unrealized foreign exchange (gain) loss		165,415			(14,363	)		(2,539	)
Depreciation – right-of-use asset		22,469
Depreciation – property and equipment		3,455			4,410			1,653
Operating Profit (Loss) Before Working Capital Changes		429,819			(299,620	)		(521,571	)
Working Capital Adjustments:
accounts and grants receivable		(134,625	)		(93,985	)		20,189
prepaid and other receivables		7,160			14,341			95,912
accounts payable		(139,069	)		(25,288	)		(73,549	)
accrued liabilities		129,668			56,164			(19,318	)
contract liability		(19,237	)		12,916			-
Cash Generated (Used in) from Operations		273,716			(335,472	)		(498,337	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		-			(450	)		-
Cash Used in investing activities		-			(450	)		-
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of principal portion of lease obligation		(29,400	)		-			-
Interest on lease obligation		11,179			-			-
Proceeds from loans payable		-			166,612			250,000
Repayment of loans payable		-			-			-
Cash Generated (Used in) from Financing Activities		(18,221	)		166,612			250,000
NET INCREASE (DECREASE) IN CASH		255,495			(169,310	)		(248,337	)
Cash at the Beginning of the Period		442,489			233,843			327,434
Cash at the End of the Period	$	697,984		$	64,533		$	79,097

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

7

LINGO MEDIA CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the three-month period ended March 31, 2020

(Unaudited - See Notice to Reader)

(Expressed in Canadian Dollars, unless otherwise stated)

1. CORPORATE INFORMATION

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

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

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

2. BASIS OF PREPRATION

2.1 Statement of compliance

These condensed consolidated interim financial statements are unaudited and have been prepared in accordance with IAS 34 ‘Interim Financial Reporting’ (“IAS 34”) using accounting policies consistent with the International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and Interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”).

The condensed consolidated interim financial statements for the period ended March 31, 2020 were approved and authorized by the Board of Directors on May 28, 2020.

2.2 Basis of measurement

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

2.3 Basis of consolidation

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

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

8

LINGO MEDIA CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the three-month period ended March 31, 2020

(Unaudited - See Notice to Reader)

(Expressed in Canadian Dollars, unless otherwise stated)

2. BASIS OF PREPRATION (Cont’d)

2.4 Functional and presentation currency

The functional currency is the currency of the primary economic environment in which the entity operates and has been determined for each entity within the Group. These consolidated financial statements are presented in Canadian Dollars, which is the Company’s functional currency. The functional currency of ELL Technologies Limited and Lingo Group Limited are United States Dollar (“USD”). All other subsidiaries’ functional currency is Canadian Dollar (“CAD”).

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

3. SIGINFICANT ACCOUTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

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

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

Information about critical judgements in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements is included in the following notes:

● Determination of functional currency

● Determination of expected credit loss

● Recognition of internally developed intangibles

● Recognition of government grant and grant receivable

● Recognition of deferred tax assets

● Valuation of share-based payments

4. SUMMARY OF SIGINFICANT ACCOUTING POLICIES

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

9

LINGO MEDIA CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the three-month period ended March 31, 2020

(Unaudited - See Notice to Reader)

(Expressed in Canadian Dollars, unless otherwise stated)

5. ACCOUNTS AND GRANTS RECEIVABLE

Accounts and grants receivable consist of:

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

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

6. PROPERTY AND EQUIPMENT

	Computer and Office Equipment			Leasehold Improvements		Total
Cost, January 1, 2019	$	97,875		$	33,180	$	131,055
Effect of foreign exchange		(283	)		-		(283	)
Additions		450			-		450
Cost, March 31, 2019	$	98,042			33,180	$	131,222
Write off		(12,126	)		-		(12,126	)
Effect of foreign exchange		(1,088	)		-		(1,088	)
Cost, December 31, 2019	$	84,828		$	33,180	$	118,008
Effect of foreign exchange		1,083			-		1,083
Cost, March 31, 2020	$	85,911		$	33,180	$	119,091
Accumulated depreciation, January 1, 2019	$	66,278		$	11,613	$	77,891
Charge for the period		1,507			2,903		4,410
Effect of foreign exchange		(268	)		-		(268	)
Accumulated depreciation, March 31, 2019	$	67,517		$	14,516	$	82,033
Charge for the period		5,088			8,710		13,798
Write off		(12,126	)		-		(12,126	)
Effect of foreign exchange		(912	)		-		(912	)
Accumulated depreciation, December 31, 2019	$	59,567		$	23,226	$	82,793
Charge for the period		1,322			2,133		3,455
Effect of foreign exchange		1,037			-		1,037
Accumulated depreciation, March 31, 2020	$	61,926		$	25,359	$	87,285
Net book value, January 1, 2019	$	31,597		$	21,567	$	53,164
Net book value, March 31, 2019	$	30,525		$	18,664	$	49,189
Net book value, December 31, 2019	$	25,261		$	9,954	$	35,215
Net book value, March 31, 2020	$	23,985		$	7,821	$	31,806

10

LINGO MEDIA CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the three-month period ended March 31, 2020

(Unaudited - See Notice to Reader)

(Expressed in Canadian Dollars, unless otherwise stated)

7. RIGHT-OF-USE ASSET AND LEASE OBLIGATION

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

Non-cancellable lease rentals are payable as follows:

Less than 1 year	$	107,798
Between 1 and 5 years		-
More than 5 years		-
	$	107,798

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

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

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

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

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

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

Of which are:

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

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

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

11

LINGO MEDIA CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the three-month period ended March 31, 2020

(Unaudited - See Notice to Reader)

(Expressed in Canadian Dollars, unless otherwise stated)

8. CONTRACT LIABILITIES

The following table presents changes in the contract liabilities balance:

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

9. SHARE CAPITAL

Authorized

Unlimited number of preference shares with no par value

Unlimited number of common shares with no par value

10. SHARE-BASED PAYMENT RESERVE

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

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

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

12

LINGO MEDIA CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the three-month period ended March 31, 2020

(Unaudited - See Notice to Reader)

(Expressed in Canadian Dollars, unless otherwise stated)

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

The following summarizes the options outstanding: 

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

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

The weighted average remaining contractual life for the stock options outstanding as at March 31, 2020 was 1.37 years (2019 – 2.17 years, 2018 – 2.52 years). The range of exercise prices for the stock options outstanding as at March 31, 2020 was $0.05 - $0.23 (2019 - $0.07 - $0.23, 2018 - $0.20 - $0.23). The weighted average grant-date fair value of options granted to management, employees, directors and consultants during the period has been estimated at $0.0355 (2019 - $0.0453, 2018 - $0.12) using the Black-Scholes option-pricing model.

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

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

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

11. GOVERNMENT GRANTS

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

13

LINGO MEDIA CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the three-month period ended March 31, 2020

(Unaudited - See Notice to Reader)

(Expressed in Canadian Dollars, unless otherwise stated)

11. GOVERNMENT GRANTS (Cont’d)

The government grant for the print-based ELL segment is repayable in the event that the segment’s annual net income for each of the previous two years exceeds 15% of revenue. During the year, the conditions for the repayment of grants did not arise and no liability was recorded.

12. ONTARIO INTERACTIVE DIGITAL MEDIA TAX CREDIT

The Company received an approval and funding of its grant from the Province of Ontario’s Ontario Interactive Digital Media Tax Credit (“OIDMTC”) in the amount of $904,940. The OIDMTC is a refundable tax credit based on eligible Ontario labour expenditures in additional to eligible marketing and distribution expenditures claimed by a qualifying corporation with respect to interactive digital media products.

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

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

13. FINANCIAL INSTRUMENTS

a. Fair values

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

b. Financial risk management objectives and policies

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

(i) Foreign currency risk

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

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

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

14

LINGO MEDIA CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the three-month period ended March 31, 2020

(Unaudited - See Notice to Reader)

(Expressed in Canadian Dollars, unless otherwise stated)

13. FINANCIAL INSTRUMENTS (Cont’d)

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

(i) Foreign currency risk (Cont’d)

A 10% strengthening of the US Dollar against the Canadian Dollar would have increased the net equity approximately by $54,727 (2018 - $22,430) due to reduction in the value of net liability balance. A 10% of weakening of the US Dollar against the Canadian Dollar at March 31, 2020 would have had the equal but opposite effect. The significant financial instruments of the Company, their carrying values and the exposure to other denominated monetary assets and liabilities, as of March 31, 2020 are as follows:

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

(ii) Liquidity risk

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

(iii) Credit risk

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

14. MAJOR CUSTOMER

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

15

LINGO MEDIA CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the three-month period ended March 31, 2020

(Unaudited - See Notice to Reader)

(Expressed in Canadian Dollars, unless otherwise stated)

15. CAPITAL MANAGEMENT

The Company’s primary objectives when managing capital are to (a) safeguard the Company’s ability to develop, market, distribute and sell English language learning products, and (b) provide a sound capital structure for raising capital at a reasonable cost for the funding of ongoing development of its products and new growth initiatives. The Board of Directors does not establish quantitative capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business.

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

16. SEGMENTED INFORMATION AND REVENUE

The Company operates two distinct reportable business segments as follows:

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

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

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

Segmented Information (Before Other Financial Items Below)

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

16

LINGO MEDIA CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the three-month period ended March 31, 2020

(Unaudited - See Notice to Reader)

(Expressed in Canadian Dollars, unless otherwise stated)

16.     SEGMENTED INFORMATION AND REVENUE (Cont’d)

March 31, 2019	Online English Language Learning			Print-Based English Language Learning			Head Office			Total
Segmented assets	$	166,183		$	991,858		$	50,322		$	1,208,363
Segmented liabilities		326,088			176,976			447,846			950,910
Segmented revenue - online		80,296			-			-			80,296
Segmented revenue - royalty		207			31,461			-			31,668
Segmented direct costs		23,005			21,931			-			44,936
Segmented selling, general & administrative expense		58,525			99,964			118,515			277,003
Segmented other expense		2,843			8,948			179			11,970
Segmented loss		(61,589	)		(99,383	)		(118,694	)		(279,666	)

March 31, 2018	Online English Language Learning			Print-Based English Language Learning			Head Office			Total
Segmented assets	$	112,925		$	954,906		$	100,176		$	1,168,007
Segmented liabilities		103,105			161,060			870,403			1,134,568
Segmented revenue		35,612			44,743			-			80,355
Segmented direct costs		17,250			20,870			-			38,120
Segmented selling, general & administrative expense		87,407			39,478			184,080			310,965
Segmented other expense		430			8,257			223			8,910
Segmented loss		(326,909	)		(23,862	)		(184,302	)		(535,073	)

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

17

LINGO MEDIA CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the three-month period ended March 31, 2020

(Unaudited - See Notice to Reader)

(Expressed in Canadian Dollars, unless otherwise stated)

16. SEGMENTED INFORMATION AND REVENUE (Cont’d)

Identifiable Non-Current Assets by Geographic Region

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

Revenue by Geographic Region

	2020		2019		2018
Latin America	$	58,296	$	66,118	$	17,759
China		27,221		34,162		54,495
Other		11,607		11,684		8,101
	$	97,124	$	111,964	$	80,355

17. SUPPLEMENTAL CASH FLOW INFORMATION

	2020		2019		2018
Income taxes and other taxes paid	$	3,436	$	7,560	$	7,257
Interest paid	$	14,530	$	2,955	$	893
Interest received	$	35,485	$	-	$	-

18. RELATED PARTY BALANCES AND TRANSACTIONS

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

(a) The Company charged $5,100 (2019 - $84,442, 2018 - $165,726) to the corporations with director or officer in common for rent, administration, office charges and telecommunications.

(b) Key management compensation was $132,266 (2019 - $78,000, 2018 – $78,000) and is reflected as consulting fees paid to corporations owned by a director and officers of the Company, of which $30,766 (2019 - $78,000) of the management compensation is included in accrued liabilities.

19. SUBSEQUENT EVENT

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

18

LINGO MEDIA CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the three-month period ended March 31, 2020

(Unaudited - See Notice to Reader)

(Expressed in Canadian Dollars, unless otherwise stated)

19. SUBSEQUENT EVENT (CONT’D)

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

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

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

19

EX-1

Exhibit 1

     Trading Symbols (TSX-V: LM; OTC: LMDCF; FSE: LIMA)   151 Bloor St West Suite 703 Toronto, Ontario Canada M5S 1S4 Tel : 416.927.7000 Fax : 416.927.1222 www.lingomedia.com

Lingo Media Corporation

Form 51 – 102 F1

Management Discussion & Analysis

First Quarter Ended March 31, 2020

May 28, 2020

MANAGEMENT DISCUSSION & ANALYSIS

FOR THE PERIOD ENDED MARCH 31, 2020

Notice to Reader

The following Management Discussion & Analysis ("MD&A") of Lingo Media Corporation’s (the "Company" or "Lingo Media") financial condition and results of operations, prepared as of May 28, 2020, should be read in conjunction with the Company's Condensed Consolidated Interim Financial Statements and accompanying Notes for the periods ended March 31, 2020 and 2019, which have been prepared in accordance with International Financial Reporting Standards are incorporated by reference herein and form an integral part of this MD&A.  All dollar amounts are in Canadian Dollars unless stated otherwise. These documents can be found on the SEDAR website www.sedar.com.

Our MD&A is intended to enable readers to gain an understanding of Lingo Media’s current results and financial position. To do so, we provide information and analysis comparing the results of operations and financial position for the current period to those of the preceding comparable three-month period. We also provide analysis and commentary that we believe is required to assess the Company's prospects. Accordingly, certain sections of this report contain forward-looking statements that are based on current plans and expectations. These forward-looking statements are affected by risks and uncertainties that are discussed in this document and that could have a material impact on prospects. Readers are cautioned that actual results could vary.

Cautions Regarding Forward-Looking Statements

This MD&A contains certain forward-looking statements, which reflect management’s expectations regarding the Company’s results of operations, performance, growth, and business prospects and opportunities.

Statements about the Company’s future and intentions, results, levels of activity, performance, goals or achievements or other future events constitute forward-looking statements. Wherever possible, words such as "may," "will," "should," "could," "expect," "plan," "intend," "anticipate," "believe," "estimate," "predict," or "potential" or the negative or other variations of these words, or similar words or phrases, have been used to identify these forward-looking statements. These statements reflect management’s current beliefs and are based on information currently available to management as at the date hereof.

Forward-looking statements involve significant risk, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully, and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this MD&A are based upon what management believes to be reasonable assumptions, the Company cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this MD&A, and the Company assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law. Many factors could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including: general economic and market segment conditions, competitor activity, product capability and acceptance, international risk and currency exchange rates and technology changes. More detailed assessment of the risks that could cause actual results to materially differ than current expectations is contained in the "Quantitative and Qualitative Disclosures of Market Risk" section of this MD&A.

Lingo Media Corporation (TSX-V: LM; OTC: LMDCF; FSE: LIMA) Management Discussion & Analysis

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Summary Description of Lingo Media

Lingo Media (“Lingo Media,” the “Company,” “we” or” us”) is an EdTech company that is ‘Changing the way the world learns languages’ through the combination of education with technology. The Company is focused on online and print-based technologies and solutions through its two subsidiaries: Lingo Learning Inc. (Lingo Learning”) and ELL Technologies Ltd. (“ELL Technologies”). Through its two distinct business units, Lingo Media develops, markets and supports a suite of English language learning solutions consisting of web-based software licensing subscriptions, online and professional services, audio practice tools and multi-platform applications. The Company continues to operate its legacy textbook publishing business from which it collects recurring royalty revenues.

Lingo Media’s two distinct business units include ELL Technologies and Lingo Learning. ELL Technologies is an online educational technology (“EdTech”) language learning training and assessment company that creates innovative software-as-a-service elearning solutions. ELL Technologies market consists of educational institutions (such as schools, high schools, vocation schools, universitites, etc.) and corporations. ELL Technologies sells and markets its online language learning soluitons in Latin America, Asia, Europe, and the U.S. Lingo Learning is a print-based publisher of English language learning textbook programs in China. The Company has formed successful relationships with key government and industry organizations, establishing a strong presence in China’s education market.

The Company continues to invest in its underlying technology, including features and scalability, as well as, language content and leverage its industry expertise to expand into more scalable education technology. Recent product initiatives have allowed us to expand the breadth of our language learning product offerings. The Company’s web-based EdTech learning segment continues to present a significant opportunity for long-term value creation.

Lingo Media’s strategy is to focus on sales channels and relationships while continuously developing its content and technology offerings.

Operational & Corporate Highlights

● Online English Language Learning:

✔ entered into an agreement to sell English for Success to Liberty University

✔ entered into an agreement with one of the largest global language learning providers in Colombia to market its Campus program as a white label solution to their customers base

✔ added advanced functionality for distributors to manage their clients’ relationships through monitoring inventory of licenses and other key metrics

✔ Signed new distributor in Costa Rica, Learning 506

✔ Signed new distributor in Mexico, CAFÉ S.A.S.

✔ advanced development of its teaching methodology course

● Print-Based English Language Learning:

✔ expanded existing market for PEP Primary English program into an additional province in China

Lingo Media Corporation (TSX-V: LM; OTC: LMDCF; FSE: LIMA) Management Discussion & Analysis

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Online English Language Learning

ELL Technologies has developed and is marketing one of the largest libraries of online language learning resources in the world. The library has more than 3,000 hours of interactive learning through a number of product offerings that include Winnie’s World, English Academy, Campus, English for Success, Master and Business in addition courses to learn French, Mandarin, Spanish, and Portugues languages. ELL Technologies is primarily marketed in Latin America, Asia, Europe, and now the U.S. through a network of distributors and earns its revenues from online and offline licensing fees from its suite of web-based language learning products and applications.

ELL Technologies’ high-tech, easy to implement eLearning Software-as-a-Service solutions have positioned the Company to provide learners of all ages and levels of English proficiency with a platform to further their language learning development.

All products have been designed by our proprietary tools enabling ELL Technologies to market and sell to academic institutions and governments. Educators who license the platform are able to easily assign, and arrange lessons and courses as they see fit, hence, personalizing the learning to a particular individual’s needs and progress.

Formative assessments and data gathering functionality allows us to adapt and improve content. Based on that data, we are able to program iterations to address specific problem areas and to make learning more accessible, efficient and measurable. Built for learners, by learners, we empower educators and allow them to easily transition from pure classroom paper-based teaching to the online world.

Lingo Media Corporation (TSX-V: LM; OTC: LMDCF; FSE: LIMA) Management Discussion & Analysis

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Summary of Q1 2020 product development achievements:

● advanced development of its teacher methodology course

● completed advanced functionality for distributors to manage the relationship with their clients through inventory of licenses and other key metrics

● completed the development of resource allocation functionality in the LMS for teachers

Print-Based English Language Learning

The Company has been operating a textbook publishing business through Lingo Learning, a print-based publisher of English language learning programs in China since 2001. Lingo Learning has an established presence in China’s education market of over 300 million students. To date, it has co-published more than 708 million units from its library of program titles.

Overall Performance

During the period ended March 31, 2020, Lingo Media recorded revenues of $97,124 as compared to $111,964 in 2019. Net income was $233,619 as compared to net loss $(314,522) in 2019 resulting in a $0.01 earnings per share as compared to $(0.00) loss per share in 2019. Total comprehensive income was $399,080 as compared to total comprehensive loss of $(328,899) in 2019. The Company recorded selling general and administrative costs recovery of $(356,207), compared to costs of $277,003 in 2019. Share-based payments of $4,861 was recorded in 2020 as compared to $27,758 in 2019. In addition, cash generated from operations was $273,716 as compared to cash used in operations $335,472 in 2019. The recovery of costs in 2020 Q1 was primarily due to the Company receiving an approval and funding of its grant from the Province of Ontario’s Interactive Digital Media Tax Credit (“OIDMTC”) in the amount of $904,940. The OIDMTC is a refundable tax credit based on eligible Ontario labour expenditures in additional to eligible marketing and distribution expenditures claimed by a qualifying corporation with respect to interactive digital media products.

Online English Language Learning

ELL Technologies earned revenue from its portfolio of products of $71,051 for the period, compared to $80,503 in 2019.

Print-Based English Language Learning

Lingo Media earned royalty revenue of $26,073 in 2020 compared to $31,461 in 2019 from People’s Education & Audio Visual Press.

Market Trends and Business Uncertainties

Lingo Media believes that the global market trends in English language learning are strong and will continue to grow. Developing countries around the world, specifically in Latin America and Asia are expanding their mandates for the teaching of English amongst students, young professionals and adults.

HolonIQ in its 2019 Global Education Outlook study estimates that Education technology will grow at 11% annual rate to $341 billion by 2025. Population growth is going to be a key challgne for education with projected 2.7 billion students by 2035. This would require countries to scale education. The British Council suggests that there are 1.6 Billion people learning English globally. English language learning products and services are currently a US$56.3 Billion global market notes Ambient Insight.

GlobalEnglish forecasts the global eLearning market to grow to $37.6 Billion by 2020, while experiencing exponential growth to reach $325 Billion worldwide by 2025.

Markets and Markets forecasts the global EdTech market to grow from US$43.27 Billion in 2015 to US$93.76 Billion to 2020, or at a CAGR or 16.72%.

Lingo Media Corporation (TSX-V: LM; OTC: LMDCF; FSE: LIMA) Management Discussion & Analysis

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Latin American Region

The Inter-American Dialogue recently noted that while English language training programs exist in various forms throughout Latin American region, there are three key factors that these programs must address to be successful: ensuring continuity, developing a strong monitoring and evaluation framework that informs adaptation, and addressing the lack of sufficient quality teachers. Students attending English language training (“ELT”) classes in Latin America accounted for approximately 14 per cent of worldwide revenues, or US$321-million in 2018. Growth has been very rapid in the Latin American region and represents a particularly strong opportunity moving forward relative to other geographic regions.

Asia-Pacific Region

Technavio forecasts the English language training (ELT) market in China to be worth $75 Billion by 2022, growing at a CAGR of 22%. The growth of the ELT market in China is driven by more people desiring to learn English, the adaptation of smartphones, increasing levels of disposable income, and the inherent advantages of online education. Technavio also notes that 49% of the growth in the global digital English language learning market will come from the Asia-Pacific region.

Lingo Media is positioned to take advantage of the market opportunity for English language training in Latin America and Asia, with its scalable digital language learning technology and solutions. Although the market outlook remains positive, there can be no assurance that this trend will continue or that the Company will benefit from this trend.

General Financial Condition

As at March 31, 2020 Lingo Media had working capital of $1,157,524 compared to working capital of $208,264 as at March 31, 2019. Net income for the period ended March 31, 2020 was $233,619 compared to net loss of $314,522 for the period ended March 31, 2019.

Financial Highlights

For the Period Ended March 31	2020	2019		2018
Revenue
Print-Based English Language Learning	26,073	31,461		$4,743
Online English Language Learning	71,051	80,503		35,612
	97,124	111,964		80,355
Net Profit (Loss) for the Period	233,619	(314,522	)	(544,093	)
Earnings per Share
Basic	$0.01	$(0.00	)	$(0.02	)
Fully Diluted	$0.01	$(0.00	)	$(0.02	)
Total Assets	2,309,072	1,208,363		1,168,007
Working Capital / (Deficit)	1,157,524	208,264		4,377
Cash Provided (used) – Operations	273,716	(335,472	)	(498,337	)

The Company had cash on hand as at March 31, 2020 of $697,984 (2019 - $64,533) and accounts and grants receivable of $973,127 (2019 - $1,007,443) to settle its current liabilities of $628,029 (2019 - $950,910) leaving a working capital balance of $1,157,524 (2019 - $208,264).

Results of Operations

Revenues

During the period, Lingo Media earned $71,051 in online licensing sales revenue as compared to $80,503 in 2019. Revenues from Print-Based English language learning for the period were $26,073 compared to $31,461 in 2019 due to the decrease in the sales of audio cassettes. Direct costs associated with publishing revenue are relatively modest and have been consistent throughout the years. The Company continues to maintain its relationship with PEP and is investing in the development of its existing and new programs and marketing activities to maintain and increase its royalty revenues.

Lingo Media Corporation (TSX-V: LM; OTC: LMDCF; FSE: LIMA) Management Discussion & Analysis

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During the period, Lingo Media recorded total revenues of $97,124 as compared to $111,964 in 2019. Net income was $233,619 as compared to net loss of $(314,522) in 2019 resulting in a $0.01 earnings per share as compared to $(0.00) loss per share in 2019.

Selling, General and Administrative

Selling, general and administrative expense recovery were $(356,207) compared to the costs of $277,003 in 2019. The recovery of costs in 2020 Q1 was primarily due to the approval and funding from the Province of Ontario’s Interactive Digital Media Tax Credit (“OIDMTC”).

Selling, general and administrative expenses for the three segments are segregated below.

(i) Print-Based English Language Learning

Selling, general and administrative cost for print-based publishing decreased from $99,964 in 2019 to $91,102 in 2020. The following is a breakdown of selling, general and administrative costs directly related to print-based English language learning:

For the Period Ended March 31	2020		2019
Sales, marketing & administration	$ 10,746		$ 11,572
General admin expense recovery	(9,858	)	(23,314	)
Consulting fees & salaries	105,107		112,489
Travel	20,597		11,248
Premises	15,950		40,926
Professional fees	3,560		3,374
Less: Grants	(55,000	)	(56,331	)
	$ 91,102		$ 99,964

(ii) Online English Language Learning

Selling, general and administrative costs (recovery) related to online English language learning was $(603,902) for the period compared to costs of $58,525 in 2019. During the period, the Company received Ontario Interactive Digital Media Tax Credit (“OIDMTC”) in the amount of $904,940. The OIDMTC is a refundable tax credit based on eligible Ontario labour expenditures in additional to eligible marketing and distribution expenditures claimed by a qualifying corporation with respect to interactive digital media products.

For the Period Ended March 31	2020		2019
Sales, marketing & administration	$ 55,490		$ 37,369
Consulting fees & salaries	226,169		3,994
Travel	3,697		2,104
Premises	12,000		12,000
Professional fees	3,68		3,057
Less: Tax Credits - OIDMTC	(904,940	)	-
	$ (603,902	)	$ 58,524

Lingo Media Corporation (TSX-V: LM; OTC: LMDCF; FSE: LIMA) Management Discussion & Analysis

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(iii) Head Office

Selling, general and administrative costs related to head office was $156,592 for the period compared to $118,515 in 2019. Selling, general and administrative costs increased in 2020 as compared to 2019, which is the result of an increase in consulting fees.

For the Period Ended March 31	2020	2019
Sales, marketing & administration	$ 14,036	$ 12,572
Consulting fees & salaries	110,267	72,500
Travel	-	149
Shareholder services	14,040	12,763
Professional fees	18,250	20,531
	$ 156,593	$ 118,515

Total Selling and Administrative Expenses (Recovery) $ (356,207 ) $ 277,003

Net Income

Total comprehensive income for the Company was $399,080 for the period ended March 31, 2020 as compared to total comprehensive loss of $(328,899) in 2019. Total comprehensive income can be attributed to the two operating segments and head office as a reporting segement as shown below:

Online ELL	2020		2019
Revenue	$71,051		$80,503
Expenses:
Direct costs	39,278		23,005
General & administrative	(603,902	)	58,525
Development costs	49,998		57,721
Bad debt expense	32,386		-
Amortization of property & equipment	256		317
Income taxes and other taxes	641		2,526
	(481,343	)	142,094
Segmented Income (Loss) - Online ELL	$552,394		$(61,589	)
Print-Based ELL
Revenue	$26,073		$31,461
Expenses:
Direct costs	35,614		21,931
General & administrative	91,102		99,964
Amortization of right-of-use asset	22,469
Amortization of property & equipment	3,054		3,915
Income taxes and other taxes	2,795		5,034
	$155,034		$130,844
Segmented Loss– Print-Based ELL	$(128,961	)	$(99,383	)
Head Office
Expenses:
General & administrative	$156,593		$118,515
Amortization of property & equipment	145		179
	$156,738		$118,694
Total Segmented Income (Loss)	$266,695		$(279,666	)
Other
Foreign exchange	(49,169	)	(2,867	)
Interest and other financial expenses	20,954		(4,234	)
Share-based payment	(4,861	)	(27,758	)
Other comprehensive income (loss)	165,461		(14,377	)
	132,385		(49,234	))
Total Comprehensive Income (Loss)	$399,080		$(328,899	)

Lingo Media Corporation (TSX-V: LM; OTC: LMDCF; FSE: LIMA) Management Discussion & Analysis

8

Foreign Exchange

The Company recorded a foreign exchange loss of $(49,169) in the first quarter as compared to foreign exchange gain of $2,867 in Q1 2019, relating to the Company's currency risk through its activities denominated in foreign currencies as the Company is exposed to foreign exchange risk as a significant portion of its revenue and expenses are denominated in Chinese Renminbi and US Dollars.

Share-Based Payments

The Company amortizes share-based payments with a corresponding increase to the contributed surplus account. During the period, the Company recorded an expense of $4,861 compared to $27,758 in 2019.

Net Income for the Period

The Company reported a net income of $233,619 for the period as compared to a net loss of $(314,522) in 2019. The earnings per share is $0.01.

Total Comprehensive Income

The total comprehensive income is calculated after the application of exchange differences on translating foreign operations gain / (loss). The Company reported a total comprehensive income of $399,080 for the period ended March 31, 2020, as compared to comprehensive loss $(328,899) in 2019. 

Summary of Quarterly Results

	Q2 – 19	Q3 – 19		Q4 – 19	Q1 –20
Revenue	$895,205	$117,545		$831,508	97,124
Income / (Loss) Before Taxes and Other Comprehensive Income	520,553	(300,438	)	432,701	237,055
Total Comprehensive Income / (Loss)	418,142	(320,519	)	345,093	399,080
Income / (Loss) per Share (Basic)	$0.01	$(0.01	)	$0.01	$0.01
	Q2 – 18	Q3 – 18		Q4 – 18	Q1 – 19
Revenue	$960,159	$186,518		$713,170	111,964
Income / (Loss) Before Taxes and Other Comprehensive Income	613,867	(145,813	)	167,707	(306,962	)
Total Comprehensive Income / (Loss)	478,062	(160,765	)	155,060	(328,899	)
Income / (Loss) per Share (Basic)	$0.00	$(0.00	)	$0.00	$(0.00	)

Lingo Learning earns royalty revenues from its key customer, People’s Education Press and People’s Education & Audio Visual Press (collectively “PEP”), who are China’s State Ministry of Education’s publishing arm, on the following basis:

Lingo Learning earns significantly higher royalties from Licensing Sales compared to Finished Product Sales. People’s Education Press provides Lingo Learning with sales reconciliations on a semi-annual basis. People’s Education & Audio Visual Press provides Lingo Learning with sales reconciliations on a quarterly. Revenue from royalty and licensing sales is recognized based on confirmation of finished products produced by the Company’s co-publishing partners and when collectability is reasonably assured. Royalty revenue from audiovisual products is recognized based on the confirmation of sales by its co-publishing partners, and when collectability is reasonably assured. Royalty revenues are not subject to right of return or product warranties. This revenue recognition policy causes an impact of higher revenues in the second and the fourth quarter of the year and lower revenues in the first and the third quarter.

Lingo Media Corporation (TSX-V: LM; OTC: LMDCF; FSE: LIMA) Management Discussion & Analysis

9

Liquidity and Capital Resources

As at March 31, 2020, the Company had cash of $697,984 compared to $64,533 in 2019. Accounts and grants receivable of $973,127 were outstanding at the end of the period compared to $1,007,443 in 2019. With 94% of the receivables from PEP and the balance due from ELL Technologies’ customers, the Company does not anticipate an effect on its liquidity. Total current assets amounted to $1,785,554 (2019 - $1,159,174) with current liabilities of $628,030 (2019 - $950,910) resulting in working capital of $1,157,524 (2019 - $208,264).   

Lingo Learning receives government grants based on certain eligibility criteria for publishing industry development in Canada and for international marketing support. These government grants are recorded as a reduction of general and administrative expenses to offset direct expenditure funded by the grant. The Company receives these grants throughout the year. The grant is applied based on Lingo Learning meeting certain eligibility requirements. The Company has relied on obtaining these grants for its operations and has been successful at securing them in the past, but it cannot be assured of obtaining these grants in the future.

Lingo Media has access to working capital through equity financings or debt financings, if and as required to finance its growth plans. The Company has been successful in raising sufficient working capital in the past.

Off-Balance Sheet Arrangements

The Company has not entered into any off-balance sheet finance arrangements.

Transactions with Related Parties

The Company’s key management includes Michael Kraft, Chairman, Gali Bar-Ziv, President & CEO, Khurram Qureshi, CFO, in addition to the Board of Directors.

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

(a) The Company charged $5,100 (2019 - $33,829, 2018 - $48,800) to two corporations with directors in common for rent, administration, office charges and telecommunications.

(b) Key management compensation was $132,266 (2019 – $78,000, 2018 – $82,500) and is reflected as consulting fees paid to corporations owned by officers of the Company, of which $30,766 (2019 - $78,000) of the management compensation is included in accrued liabilities.

Lingo Media Corporation (TSX-V: LM; OTC: LMDCF; FSE: LIMA) Management Discussion & Analysis

10

Additional Disclosure 

Property and Equipment  

	Computer and Office Equipment		Leasehold Improvements	Total
Cost, January 1, 2019	$97,875		$33,180	$131,055
Effect of foreign exchange	(283	)	-	(283	)
Additions	450		-	450
Cost, March 31, 2019	$98,042		33,180	$131,222
Write off	(12,126	)	-	(12,126	)
Effect of foreign exchange	(1,088	)	-	(1,088	)
Cost, December 31, 2019	$84,828		$33,180	$118,008
Effect of foreign exchange	1,083		-	1,083
Cost, March 31, 2020	$85,911		$33,180	$119,091

Accumulated depreciation January 1, 2019	$66,278		$11,613	$77,891
Charge for the period	1,507		2,903	4,410
Effect of foreign exchange	(268	)	-	(268	)
Accumulated depreciation, March 31, 2019	$67,517		$14,516	$82,033
Charge for the period	5,088		8,710	13,798
Write off	(12,126	)	-	(12,126	)
Effect of foreign exchange	(912	)	-	(912	)
Accumulated depreciation December 31, 2019	$59,567		$23,226	$82,793
Charge for the period	1,322		2,133	3,455
Effect of foreign exchange	1,037		-	1,037
Accumulated depreciation, March 31, 2020	$61,926		$25,359	$87,285

Net book value, January 1, 2019	$31,597	$21,567	$53,164
Net book value, March 31, 2019	$30,525	$18,664	$49,189
Net book value, December 31, 2019	$25,261	$9,954	$35,215
Net book value, March 31, 2020	$23,985	$7,821	$31,806

Right-of-Use Asset and Lease Obligation

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

Non-cancellable lease rentals are payable as follows:

Less than 1 year	$  107,798
Between 1 and 5 years	-
More than 5 years	-
	$  107,798

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

Lingo Media Corporation (TSX-V: LM; OTC: LMDCF; FSE: LIMA) Management Discussion & Analysis

11

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

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

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

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

Lease Obligation
Lease obligation recognized on adoption of IFRS 16 on January 1, 2020	$  574,762
Accretion on lease liability	11,178
Lease payment	(29,399	)
Lease obligation at March 31, 2020	$  556,541

Of which are:
Current lease obligations	$  45,716
Long-term lease obligations	510,825
	$  556,541

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

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

Subsequent Events

COVID-19

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

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

Lingo Media Corporation (TSX-V: LM; OTC: LMDCF; FSE: LIMA) Management Discussion & Analysis

12

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

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

Risk Factors

Business Risk and Uncertainties

We are subject to a number of risks and uncertainties that can significantly affect our business, financial condition and future financial performance, as described below. In particular, there remain significant uncertainties in capital markets impacting the availability of equity financing. While these uncertainties in capital markets do not have a direct impact on our ability to carry out our business, the Company may be impacted should it become more difficult to gain access to capital when and if needed. These risks and uncertainties are not necessarily the only risks the Company faces. Additional risks and uncertainties that are presently unknown to the Company may adversely affect our business.

Foreign currency risk

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

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

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

A 10% strengthening of the US Dollar against the Canadian Dollar would have increased the net equity approximately by $54,727 (2019 - $22,430) due to reduction in the value of net liability balance. A 10% of weakening of the US Dollar against the Canadian Dollar at March 31, 2019 would have had the equal but opposite effect. The significant financial instruments of the Company, their carrying values and the exposure to other denominated monetary assets and liabilities, as of March 31, 2019 are as follows:

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

Lingo Media Corporation (TSX-V: LM; OTC: LMDCF; FSE: LIMA) Management Discussion & Analysis

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Liquidity risk

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

Credit risk

Credit risk refers to the risk that one party to a financial instrument will cause a financial loss for the counterparty by failing to discharge an obligation. The Company is primarily exposed to credit risk through accounts receivable. The maximum credit risk exposure is limited to the reported amounts of these financial assets. Credit risk is managed by ongoing review of the amount and aging of accounts receivable balances. As at March 31, 2020, the Company has outstanding receivables of $973,127 (2019 - $1,007,443). New impairment requirements use an 'expected credit loss' ('ECL') model to recognize an allowance. Impairment is measured using a 12-month ECL method unless the credit risk on a financial instrument has increased significantly since initial recognition in which case the lifetime ECL method is adopted. For receivables, a simplified approach to measuring expected credit losses using a lifetime expected loss allowance is available. The Company deposits its cash with high credit quality financial institutions, with the majority deposited within Canadian Tier 1 Banks.

Retention or Maintenance of Key Personnel

Although Lingo Media’s management has made efforts to align the interests of key employees with the Company by, among other things, granting equity stock options to its operations personnel with vesting schedules tied to continued employment, there is no assurance that Lingo Media can attract or retain key personnel in a timely manner as the need arises. Failure to have adequate personnel may materially compromise the ability of the Company to operate its business.

Disclosure of Outstanding Share Data

As of May 28, 2020 the followings are outstanding:

Common Shares – 35,529,192

Warrants             –              Nil

Stock Options     –   6,642,000

Approval

The Directors of Lingo Media have approved the disclosure contained in this MD&A.

Additional Information

Additional information relating to the Company can be found on SEDAR at www.sedar.com. 

Lingo Media Corporation (TSX-V: LM; OTC: LMDCF; FSE: LIMA) Management Discussion & Analysis

14

EX-99.1

Exhibit 99.1

Form 52-109FV2
Certification of interim filings
venture issuer basic certificate

I, GALI BAR-ZIV, Chief Executive Officer of LINGO MEDIA CORPORATION certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “Interim Filings”) of LINGO MEDIA CORPORATION (the “Issuer”) for the interim period ended MARCH 31, 2020.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the Interim Filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: May 29, 2020

/s/ “Gali Bar-Ziv”                                                        

Gali Bar-Ziv

Chief Executive Officer

note to reader In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
i)	controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the Issuer in its annual filings, Interim Filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the Issuer's GAAP.
The Issuer's certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture Issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

EX-99.2

Exhibit 99.2

Form 52-109FV2
Certification of interim filings
venture issuer basic certificate

I, KHURRAM QURESHI, Chief Financial Officer of LINGO MEDIA CORPORATION certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “Interim Filings”) of LINGO MEDIA CORPORATION (the “Issuer”) for the interim period ended MARCH 31, 2020.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the Interim Filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: May 29, 2020

/s/ “Khurram Qureshi”                                                    

Khurram Qureshi

Chief Financial Officer

note to reader In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
i)	controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the Issuer in its annual filings, Interim Filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the Issuer's GAAP.
The Issuer's certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture Issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

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Note 2 - Basis of Preparation

3 Months Ended

Mar. 31, 2020

Statement Line Items [Line Items]

Disclosure of basis of preparation of financial statements [text block]

2. BASIS OF PREPRATION

2.1 Statement of compliance

These condensed consolidated interim financial statements are unaudited and have been prepared in accordance with IAS

34

‘Interim Financial Reporting’ (“IAS

34”

) using accounting policies consistent with the International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and Interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”).

The condensed consolidated interim financial statements for the period ended

March 31, 2020

were approved and authorized by the Board of Directors on

May 28, 2020.

2.2 Basis of measurement

These condensed consolidated interim financial statements have been prepared on the historical cost basis except as provided in note

4.

The comparative figures presented in these consolidated financial statements are in accordance with the same accounting policies.

2.3 Basis of consolidation

The condensed consolidated interim financial statements comprise the financial statements of the Company and its wholly owned subsidiaries controlled by the Company (the “Group”) as at

March 31, 2020.

Control exists when the Company is exposed to or has the rights to variable returns from its involvement with the entity and has the ability to affect these returns through its power over the entity.

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

2.4 Functional and presentation currency

The functional currency is the currency of the primary economic environment in which the entity operates and has been determined for each entity within the Group. These consolidated financial statements are presented in Canadian Dollars, which is the Company’s functional currency. The functional currency of ELL Technologies Limited and Lingo Group Limited are United States Dollar (“USD”). All other subsidiaries’ functional currency is Canadian Dollar (“CAD”).

The functional currency determinations were conducted through an analysis of the consideration factors identified in IAS

21,

“The Effects of Changes in Foreign Exchange Rates”.

XML

Condensed Consolidated Interim Statements of Comprehensive Income (Unaudited) - CAD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Mar. 31, 2018
Statement Line Items [Line Items]
Revenue	$ 97,124	$ 111,964	$ 80,355
Expenses
Selling, general and administrative (recovery)	(356,207)	277,003	310,965
Direct costs	74,892	44,936	38,120
Development costs	49,998	57,721	257,434
Bad debt expense	32,386
Share-based payments	4,861	27,758	23,408
Depreciation – right-of-use asset	22,469
Depreciation – property and equipment	3,455	4,410	1,653
Total Expenses (Recovery)	(168,146)	411,828	631,580
Income / (Loss) from Operations	265,270	(299,864)	(551,225)
Net Finance Charges
Interest (income) expense	(20,954)	4,231	14,952
Foreign exchange (gain) loss	49,169	2,867	(29,341)
Profit / (Loss) Before Income Tax	237,055	(306,962)	(536,836)
Income tax expense	3,436	7,560	7,257
Net Profit (Loss) for the Period	233,619	(314,522)	(544,093)
Other Comprehensive Income
Exchange gain (loss) on translating foreign operations	165,461	(14,377)	369
Total Comprehensive Income (Loss)	$ 399,080	$ (328,899)	$ (543,723)
Earnings (Loss) per Share
Basic (in CAD per share)	$ 0.01	$ 0	$ (0.02)
Diluted (in CAD per share)	$ 0.01	$ 0	$ (0.02)
Weighted Average Number of Common Shares Outstanding
Basic (in shares)	35,529,132	35,529,132	35,529,132
Diluted (in shares)	35,529,132	35,529,132	35,529,132

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Note 12 - Ontario Interactive Digital Media Tax Credit

3 Months Ended

Mar. 31, 2020

Statement Line Items [Line Items]

Disclosure of Ontario Interactive Digital Media Tax Credit [text block]

12. ONTARIO INTERACTIVE DIGITAL MEDIA TAX CREDIT

The Company received an approval and funding of its grant from the Province of Ontario’s Ontario Interactive Digital Media Tax Credit (“OIDMTC”) in the amount of

$904,940.

The OIDMTC is a refundable tax credit based on eligible Ontario labour expenditures in additional to eligible marketing and distribution expenditures claimed by a qualifying corporation with respect to interactive digital media products.

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

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

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Note 8 - Contract Liabilities

3 Months Ended

Mar. 31, 2020

Statement Line Items [Line Items]

Disclosure of revenue from contracts with customers [text block]

8. CONTRACT LIABILITIES

The following table presents changes in the contract liabilities balance:

Balance, January 1, 2019	$	217,259
Amounts invoices and revenue deferred as at March 31, 2019		86,633
Recognition of deferred revenue included in the adjusted balance at the beginning of the period		(73,717	)
Balance, March 31, 2019		230,175
Amounts invoices and revenue deferred as at December 31, 2019		115,146
Recognition of deferred revenue included in the adjusted balance at the beginning of the period		(152,363	)
Balance, December 31, 2019	$	192,958
Amounts invoices and revenue deferred as at March 31, 2020		37,569
Recognition of deferred revenue included in period		(56,806	)
Balance, March 31, 20 20	$	173,721

XML

Note 7 - Right-of-use Asset and Lease Obligation - Non-cancellable Lease Rentals Payable (Details)	Mar. 31, 2020 CAD ($)
Statement Line Items [Line Items]
Non-cancellable lease rentals	$ 107,798
Not later than one year [member]
Statement Line Items [Line Items]
Non-cancellable lease rentals	107,798
Later than one year and not later than five years [member]
Statement Line Items [Line Items]
Non-cancellable lease rentals
Later than five years [member]
Statement Line Items [Line Items]
Non-cancellable lease rentals

XML

Note 13 - Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2020

Statement Line Items [Line Items]

Disclosure of detailed information about financial instruments [text block]

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

XML

Note 5 - Accounts and Grants Receivable (Details Textual) - CAD ($)	Mar. 31, 2020	Mar. 31, 2019
Later than one month [member]
Statement Line Items [Line Items]
Trade receivables	$ 889,129	$ 857,559

XML

Note 16 - Segmented Information and Revenue - Segment Earnings (Details) - CAD ($)	3 Months Ended			9 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2019
Statement Line Items [Line Items]
Segmented assets	$ 2,309,072			$ 1,951,990
Segmented liabilities	1,138,855			1,185,714
Segmented revenue	97,124	$ 111,964	$ 80,355
Segmented direct costs	74,892	44,936	38,120
Segmented selling, general & administrative expense	(356,207)	277,003	310,965
Net Profit (Loss) for the Period	233,619	(314,522)	(544,093)	477,088
Foreign exchange	(49,169)	(2,867)	29,341
Interest income (expense)	20,954	(4,231)	(14,952)
Share-based payment	(4,861)	(27,758)	(23,408)
Other comprehensive income (loss)	165,461	(14,377)	369	$ (34,372)
Total Comprehensive Income (Loss)	399,080	(328,899)	(543,723)
Online English language learning segment [member]
Statement Line Items [Line Items]
Segmented assets	483,281	166,183	112,925
Segmented liabilities	368,896	326,088	103,105
Segmented revenue			35,612
Segmented direct costs	39,278	23,005	17,250
Segmented selling, general & administrative expense	(603,902)	58,525	87,407
Segmented other expense	897	2,843	430
Net Profit (Loss) for the Period	552,394	(61,589)	(326,909)
Online English language learning segment [member] | Online [member]
Statement Line Items [Line Items]
Segmented revenue	70,962	80,296
Online English language learning segment [member] | Royalty [member]
Statement Line Items [Line Items]
Segmented revenue	89	207
Print-based English language learning segment [member]
Statement Line Items [Line Items]
Segmented assets	1,758,244	991,858	954,906
Segmented liabilities	625,325	176,976	161,060
Segmented revenue			44,743
Segmented direct costs	35,614	21,931	20,870
Segmented selling, general & administrative expense	91,102	99,964	39,478
Segmented other expense	28,319	8,948	8,257
Net Profit (Loss) for the Period	(128,961)	(99,383)	(23,862)
Print-based English language learning segment [member] | Online [member]
Statement Line Items [Line Items]
Segmented revenue
Print-based English language learning segment [member] | Royalty [member]
Statement Line Items [Line Items]
Segmented revenue	26,073	31,461
Head office [member]
Statement Line Items [Line Items]
Segmented assets	67,547	50,322	100,176
Segmented liabilities	144,634	447,846	870,403
Segmented revenue
Segmented direct costs
Segmented selling, general & administrative expense	156,593	118,515	184,080
Segmented other expense	144	179	223
Net Profit (Loss) for the Period	(156,738)	(118,694)	(184,302)
Head office [member] | Online [member]
Statement Line Items [Line Items]
Segmented revenue
Head office [member] | Royalty [member]
Statement Line Items [Line Items]
Segmented revenue
Total operating segments [member]
Statement Line Items [Line Items]
Segmented assets	2,309,072	1,208,363	1,168,007
Segmented liabilities	1,138,855	950,910	1,134,568
Segmented revenue			80,355
Segmented direct costs	74,892	44,936	38,120
Segmented selling, general & administrative expense	(356,207)	277,003	310,965
Segmented other expense	29,360	11,970	8,910
Net Profit (Loss) for the Period	266,695	(279,666)	$ (535,073)
Total operating segments [member] | Online [member]
Statement Line Items [Line Items]
Segmented revenue	70,962	80,296
Total operating segments [member] | Royalty [member]
Statement Line Items [Line Items]
Segmented revenue	$ 26,162	$ 31,668

XML

Note 13 - Financial Instruments - Denominated Monetary Assets and Liabilities (Details) - Currency risk [member] - USD ($)	Mar. 31, 2020	Mar. 31, 2019
Financial liabilities at amortised cost, category [member] | Trade and other payables [member]
Statement Line Items [Line Items]
Financial liabilities	$ 45,794	$ 66,249
Financial assets at fair value through profit or loss, category [member] | Cash and cash equivalents [member]
Statement Line Items [Line Items]
Financial assets	132,784	12,984
Loans and receivables, category [member] | Trade receivables [member]
Statement Line Items [Line Items]
Financial assets	$ 639,087	$ 699,419

XML

Note 7 - Right-of-use Asset and Lease Obligation - Right-of-use Assets (Details)	3 Months Ended
	Mar. 31, 2020 CAD ($)
Statement Line Items [Line Items]
Right-of-use assets at January 1, 2020	$ 514,181
Depreciation on right-of-use assets	(22,469)
Right-of-use assets at March 31, 2020	$ 491,712

XML

Note 10 - Share-based Payment Reserve - Options Outstanding (Details)	3 Months Ended		9 Months Ended	12 Months Ended
	Mar. 31, 2020 $ / shares	Mar. 31, 2019 $ / shares	Dec. 31, 2019 $ / shares	Dec. 31, 2018 $ / shares
Statement Line Items [Line Items]
Balance, number of options	6,642,000	6,804,000	7,562,000
Balance, weighted average exercise price (in CAD per share)	$ 0.13	$ 0.19	$ 0.13
Balance, weighted average remaining contract life (Year)	1 year 135 days	2 years 62 days	2 years 94 days	2 years 94 days
Granted, number of options	450,000	1,200,000	1,720,000
Granted, weighted average exercise price (in CAD per share)	$ 0.05	$ 0.07	$ 0.08
Granted, weighted average remaining contract life (Year)	2 years 310 days	2 years 310 days	2 years 51 days
Forfeited, number of options	(2,000)	(442,000)	(770,000)
Forfeited, weighted average exercise price (in CAD per share)	$ 0.23	$ 0.22	$ 0.21
Balance, number of options	7,090,005	7,562,000	6,642,000	6,804,000
Balance, weighted average exercise price (in CAD per share)	$ 0.12	$ 0.13	$ 0.13	$ 0.19
Options exercisable, number of options	6,590,000	4,852,000	6,504,500
Options exercisable, weighted average exercise price (in CAD per share)	$ 0.13	$ 0.16	$ 0.19

XML

Note 5 - Accounts and Grants Receivable (Tables)

3 Months Ended

Mar. 31, 2020

Statement Line Items [Line Items]

Schedule of accounts and grants receivable [text block]

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

XML

Note 16 - Segmented Information and Revenue

3 Months Ended

Mar. 31, 2020

Statement Line Items [Line Items]

Disclosure of entity's operating segments [text block]

16. SEGMENTED INFORMATION AND REVENUE

The Company operates

two

distinct reportable business segments as follows:

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

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

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

Segmented Information (Before Other Financial Items Below)

March 31, 20 20	Online English Language Learning			Print-Based English Language Learning			Head Office			Total
Segmented assets	$	483,281		$	1,758,244		$	67,547		$	2,309,072
Segmented liabilities		368,896			625,325			144,634			1,138,855
Segmented revenue - online		70,962			-			-			70,962
Segmented revenue - royalty		89			26,073			-			26,162
Segmented direct costs		39,278			35,614			-			74,892
Segmented selling, general & administrative expense		(603,902	)		91,102			156,593			(356,207	)
Segmented other expense		897			28,319			144			29,360
Segmented profit (loss)		552,394			(128,961	)		(156,738	)		266,695

March 31, 201 9	Online English Language Learning			Print-Based English Language Learning			Head Office			Total
Segmented assets	$	166,183		$	991,858		$	50,322		$	1,208,363
Segmented liabilities		326,088			176,976			447,846			950,910
Segmented revenue - online		80,296			-			-			80,296
Segmented revenue - royalty		207			31,461			-			31,668
Segmented direct costs		23,005			21,931			-			44,936
Segmented selling, general & administrative expense		58,525			99,964			118,515			277,003
Segmented other expense		2,843			8,948			179			11,970
Segmented loss		(61,589	)		(99,383	)		(118,694	)		(279,666	)

March 31, 201 8	Online English Language Learning			Print-Based English Language Learning			Head Office			Total
Segmented assets	$	112,925		$	954,906		$	100,176		$	1,168,007
Segmented liabilities		103,105			161,060			870,403			1,134,568
Segmented revenue		35,612			44,743			-			80,355
Segmented direct costs		17,250			20,870			-			38,120
Segmented selling, general & administrative expense		87,407			39,478			184,080			310,965
Segmented other expense		430			8,257			223			8,910
Segmented loss		(326,909	)		(23,862	)		(184,302	)		(535,073	)

Other Financial Items	20 20			201 9			201 8
Online English Language Learning segmented income (loss)	$	552,394		$	(61,589	)	$	(326,909	)
Print-Based English Language Learning segmented income (loss)		(128,961	)		(99,383	)		(23,862	)
Head office		(156,738	)		(118,694	)		(184,302	)
Foreign exchange		(49,169	)		(2,867	)		29,341
Interest income (expense)		20,954			(4,231	)		(14,952	)
Share-based payment		(4,861	)		(27,758	)		(23,408	)
Other comprehensive income (loss)		165,461			(14,377	)		369
Total Comprehensive Income ( Loss )	$	399,080		$	(328,899	)	$	(543,723	)

Identifiable

Non-Current

Assets by Geographic Region

	20 20		201 9		201 8
Canada	$	522,979	$	48,585	$	28,415
China		538		604		647
	$	523,518	$	49,189	$	29,062

Revenue by Geographic Region

	20 20		20 19		20 18
Latin America	$	58,296	$	66,118	$	17,759
China		27,221		34,162		54,495
Other		11,607		11,684		8,101
	$	97,124	$	111,964	$	80,355

XML

Note 10 - Share-based Payment Reserve (Tables)

3 Months Ended

Mar. 31, 2020

Statement Line Items [Line Items]

Disclosure of number and weighted average exercise prices of share options [text block]

	Number of Options			Weighted Average Exercise Price		Warrant Remaining Contract Life (Yrs)
Outstanding as at January 1, 201 9		6,804,000		$	0.19		2. 26
Granted		1,200,000			0.07		2.85
Forfeited		(442,000	)		0.22		-
Outstanding as at March 31, 201 9		7,562,000		$	0.13		2.17
Granted		1,720,000			0.08		2.14
Forfeited		(770,000	)		0.21		-
Outstanding as at December 31, 201 9		6,642,000		$	0.13		2.26
Granted		450,000		$	0.05		2.85
Forfeited		(2,000	)	$	0.23		-
Outstanding as at March 31, 20 20		7,090,005		$	0.12		1.37

Options exercisable as at March 31, 201 9	4,852,000	$0.16
Options exercisable as at December 31, 201 9	6,504,500	$0.19
Options exercisable as at March 31, 20 20	6,590,000	$0.13

XML

Note 8 - Contract Liabilities - Changes in Contract Liability (Details) - CAD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Statement Line Items [Line Items]
Balance	$ 192,958	$ 217,259	$ 230,175
Amounts invoices and revenue deferred	37,569	86,633	115,146
Recognition of deferred revenue	(56,806)	(73,717)	(152,363)
Balance	$ 173,721	$ 230,175	$ 192,958

XML

Note 11 - Government Grants (Details Textual) - CAD ($)	Mar. 31, 2020	Dec. 31, 2019	Mar. 31, 2019
Statement Line Items [Line Items]
Government grants	$ 55,000		$ 56,331
Current grants receivables	$ 55,000	$ 22,276	$ 55,000
Print-based English language learning segment [member]
Statement Line Items [Line Items]
Minimum threshold for the revenue of a period of three years for a grant liability to occur	15.00%

XML

Note 14 - Major Customer (Details Textual) - People’s Republic of China government agency [member]	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Mar. 31, 2018
Statement Line Items [Line Items]
Percentage of entity's revenue	27.00%	28.00%	56.00%
Percentage of entity's receivables	94.00%	86.00%	89.00%

XML

Note 8 - Contract Liabilities (Tables)

3 Months Ended

Mar. 31, 2020

Statement Line Items [Line Items]

Explanation of significant changes in contract assets and contract liabilities [text block]

Balance, January 1, 2019	$	217,259
Amounts invoices and revenue deferred as at March 31, 2019		86,633
Recognition of deferred revenue included in the adjusted balance at the beginning of the period		(73,717	)
Balance, March 31, 2019		230,175
Amounts invoices and revenue deferred as at December 31, 2019		115,146
Recognition of deferred revenue included in the adjusted balance at the beginning of the period		(152,363	)
Balance, December 31, 2019	$	192,958
Amounts invoices and revenue deferred as at March 31, 2020		37,569
Recognition of deferred revenue included in period		(56,806	)
Balance, March 31, 20 20	$	173,721

XML

Note 19 - Subsequent Event

3 Months Ended

Mar. 31, 2020

Statement Line Items [Line Items]

Disclosure of events after reporting period [text block]

19. SUBSEQUENT EVENT

Since

December 31, 2019,

the outbreak of the novel strain of coronavirus, specifically identified as “COVID-

19,”

has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions.

The extent to which COVID-

19

and any other pandemic or public health crisis impacts the Company’s business, affairs, operations, financial condition, liquidity, availability of credit and results of operations will depend on future developments that are highly uncertain and cannot be predicted with any meaningful precision, including new information which

may

emerge concerning the severity of the COVID-

19

virus and the actions required to contain the COVID-

19

virus or remedy its impact, among others. The duration and impact of the COVID-

19

outbreak is unknown at this time, as is the efficacy of the government and central bank interventions. It is

not

possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company and its operating subsidiaries in future periods.

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

The Company has contacted all the parties it is working with to ensure they are all working in a safe environment. A number of such parties have had an impact on their operations and ability to collaborate, while, a large number have identified multiple new business opportunities due to COVID-

19

and the stay at home order of students in many countries. Lingo Media is offering e-learning solutions which fit the challenges schools and universities are facing by providing online language learning solutions. In addition, the Company has designed a number of programs to ensure its clients can easily deploy its suite of products that are well suited for a quarantined environment.

XML

Note 15 - Capital Management

3 Months Ended

Mar. 31, 2020

Statement Line Items [Line Items]

Disclosure of objectives, policies and processes for managing capital [text block]

15. CAPITAL MANAGEMENT

The Company’s primary objectives when managing capital are to (a) safeguard the Company’s ability to develop, market, distribute and sell English language learning products, and (b) provide a sound capital structure for raising capital at a reasonable cost for the funding of ongoing development of its products and new growth initiatives. The Board of Directors does

not

establish quantitative capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business.

The Company includes equity, comprised of issued share capital, warrants, share-based payments reserve and deficit, in the definition of capital. The Company is dependent on cash flow from co-publishing and distribution agreements and external financing to fund its activities. In order to carry out planned development of its products and pay for administrative costs, the Company will spend its existing working capital and raise additional amounts as needed. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There has been

no

change to the Company’s capital management from the approach used in

2020

or

2019.

XML

Note 11 - Government Grants

3 Months Ended

Mar. 31, 2020

Statement Line Items [Line Items]

Disclosure of government grants [text block]

11. GOVERNMENT GRANTS

Included as a reduction of selling, general and administrative expenses are government grants of

$55,000

(

2019

-

$56,331

), relating to the Company's publishing and software projects. At the end of the period,

$55,000

(

March 31, 2019 -

$55,000

) is included in accounts and grants receivable.

The government grant for the print-based ELL segment is repayable in the event that the segment’s annual net income for each of the previous

two

years exceeds

15%

of revenue. During the year, the conditions for the repayment of grants did

not

arise and

no

liability was recorded.

XML

Note 7 - Right-of-use Asset and Lease Obligation

3 Months Ended

Mar. 31, 2020

Statement Line Items [Line Items]

Disclosure of leases [text block]

7. RIGHT-OF-USE ASSET AND LEASE OBLIGATION

The Company has

one

office facility under lease. The lease term is

5

years from

2016,

with an option to renew the lease for another

5

-year term after that date.

Non-cancellable lease rentals are payable as follows:

Less than 1 year	$	107,798
Between 1 and 5 years		-
More than 5 years		-
	$	107,798

On adoption of IFRS

16,

the Company recognized lease obligations in relation to leases which had previously been classified as ‘operating leases’ under the principles of IAS

17,

“Leases”. These obligations were measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate as of

January 1, 2019.

The lessee’s incremental borrowing rate applied to the lease obligations on

January 1, 2019

was

8%.

For the period ended

March 31, 2020,

an accretion of

$11,178

in carrying amount of lease liability was recorded because of the use of present value factor at initial measurement.

For the period ended

March 31, 2020,

variable lease payments of

$25,022

were recorded.

The Company has equipment leases and an office lease in Beijing which it has determined are

not

recognized as right of use assets or lease liabilities as they are short-term and low dollar value.

The Company’s lease obligation and movements therein during the period ended

March 31, 2020:

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

Of which are:

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

The Company’s right-of-use assets and movements therein during the period ended

March 31, 2020:

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

XML

Note 1 - Corporate Information

3 Months Ended

Mar. 31, 2020

Statement Line Items [Line Items]

Disclosure of basis of consolidation [text block]

1. CORPORATE INFORMATION

Lingo Media Corporation (“Lingo Media” or the “Company”) is a publicly listed company incorporated in Canada with limited liability under the legislation of the Province of Ontario and its shares are listed on the TSX Venture Exchange under the symbol “LM” and inter-listed on the OTC Markets under the symbol “LMDCF” and Frankfurt Stock Exchange under the symbol “LIMA”. The condensed consolidated interim financial statements of the Company as at and for the period ended

March 31, 2020

comprise the Company and its wholly-owned subsidiaries: Lingo Learning Inc., ELL Technologies Ltd., Lingo Group Limited., ELL Technologies Limited, Vizualize Technologies Corporation,

Speak2Me

Inc., and Parlo Corporation (the “Group”).

Lingo Media is an EdTech company that is ‘

Changing the way the world learns languages’

. The Group provides online and print-based solutions through its

two

distinct business units: ELL Technologies Ltd. (“ELL Technologies”) and Lingo Learning Inc. (“Lingo Learning”). ELL Technologies provides online training and assessment for language learning. Lingo Learning is a print-based publisher of English language learning school programs in China.

The head office, principal address and registered office of the Company is located at

151

Bloor Street West, Suite

703,

Toronto, Ontario, Canada,

M5S

1S4.

XML

Condensed Consolidated Interim Balance Sheets (Current Period Unaudited) - CAD ($)	Mar. 31, 2020	Dec. 31, 2019
Current Assets
Cash	$ 697,984	$ 442,489
Accounts and grants receivable	973,127	838,502
Prepaid and other receivables	114,443	121,603
Total current assets	1,785,554	1,402,594
Non-Current Assets
Property and equipment	31,806	35,215
Right- of-use assets	491,712	514,181
TOTAL ASSETS	2,309,072	1,951,990
Current Liabilities
Accounts payable	86,932	226,001
Accrued liabilities	321,661	191,993
Contract liability	173,721	192,958
Lease obligation	45,716	75,116
Total current liabilities	628,030	686,068
Non-Current Liabilities
Lease obligation	510,825	499,646
TOTAL LIABILITIES	1,138,855	1,185,714
Equity
Share capital	21,914,722	21,914,722
Share-based payment reserve	4,053,893	4,049,032
Accumulated other comprehensive income	(154,533)	(319,994)
Deficit	(24,643,865)	(24,877,484)
TOTAL EQUITY	1,170,217	766,276
TOTAL EQUITY AND LIABILITIES	$ 2,309,072	$ 1,951,990

XML

Note 16 - Segmented Information and Revenue (Tables)

3 Months Ended

Mar. 31, 2020

Statement Line Items [Line Items]

Disclosure of operating segments [text block]

March 31, 20 20	Online English Language Learning			Print-Based English Language Learning			Head Office			Total
Segmented assets	$	483,281		$	1,758,244		$	67,547		$	2,309,072
Segmented liabilities		368,896			625,325			144,634			1,138,855
Segmented revenue - online		70,962			-			-			70,962
Segmented revenue - royalty		89			26,073			-			26,162
Segmented direct costs		39,278			35,614			-			74,892
Segmented selling, general & administrative expense		(603,902	)		91,102			156,593			(356,207	)
Segmented other expense		897			28,319			144			29,360
Segmented profit (loss)		552,394			(128,961	)		(156,738	)		266,695

March 31, 201 9	Online English Language Learning			Print-Based English Language Learning			Head Office			Total
Segmented assets	$	166,183		$	991,858		$	50,322		$	1,208,363
Segmented liabilities		326,088			176,976			447,846			950,910
Segmented revenue - online		80,296			-			-			80,296
Segmented revenue - royalty		207			31,461			-			31,668
Segmented direct costs		23,005			21,931			-			44,936
Segmented selling, general & administrative expense		58,525			99,964			118,515			277,003
Segmented other expense		2,843			8,948			179			11,970
Segmented loss		(61,589	)		(99,383	)		(118,694	)		(279,666	)

March 31, 201 8	Online English Language Learning			Print-Based English Language Learning			Head Office			Total
Segmented assets	$	112,925		$	954,906		$	100,176		$	1,168,007
Segmented liabilities		103,105			161,060			870,403			1,134,568
Segmented revenue		35,612			44,743			-			80,355
Segmented direct costs		17,250			20,870			-			38,120
Segmented selling, general & administrative expense		87,407			39,478			184,080			310,965
Segmented other expense		430			8,257			223			8,910
Segmented loss		(326,909	)		(23,862	)		(184,302	)		(535,073	)

Other Financial Items	20 20			201 9			201 8
Online English Language Learning segmented income (loss)	$	552,394		$	(61,589	)	$	(326,909	)
Print-Based English Language Learning segmented income (loss)		(128,961	)		(99,383	)		(23,862	)
Head office		(156,738	)		(118,694	)		(184,302	)
Foreign exchange		(49,169	)		(2,867	)		29,341
Interest income (expense)		20,954			(4,231	)		(14,952	)
Share-based payment		(4,861	)		(27,758	)		(23,408	)
Other comprehensive income (loss)		165,461			(14,377	)		369
Total Comprehensive Income ( Loss )	$	399,080		$	(328,899	)	$	(543,723	)

Disclosure of geographical areas [text block]

	20 20		201 9		201 8
Canada	$	522,979	$	48,585	$	28,415
China		538		604		647
	$	523,518	$	49,189	$	29,062

	20 20		20 19		20 18
Latin America	$	58,296	$	66,118	$	17,759
China		27,221		34,162		54,495
Other		11,607		11,684		8,101
	$	97,124	$	111,964	$	80,355

XML

Note 5 - Accounts and Grants Receivable - Schedule of Receivables (Details) - CAD ($)	Mar. 31, 2020	Dec. 31, 2019	Mar. 31, 2019
Statement Line Items [Line Items]
Trade receivable	$ 918,127	$ 816,226
Government grants receivable	55,000	22,276	$ 55,000
Current Trade and Grants Receivable	$ 973,127	$ 838,502

XML

Note 7 - Right-of-use Asset and Lease Obligation - Lease Obligation (Details) - CAD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2020	Dec. 31, 2019
Statement Line Items [Line Items]
Lease obligation as of January 1, 2020	$ 574,762
Accretion on lease liability	11,178
Lease payment	(29,399)
Lease obligation at March 31, 2020	556,541
Current lease obligations		$ 45,716	$ 75,116
Long-term lease obligations		510,825	499,646
Total lease liabilities	$ 556,541	$ 556,541	$ 574,762

XML

Note 18 - Related Party Balances and Transactions (Details Textual) - CAD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Mar. 31, 2018
Statement Line Items [Line Items]
Key management personnel compensation	$ 132,266	$ 78,000	$ 78,000
Corporations controlled by directors and officers of the entity [member]
Statement Line Items [Line Items]
Amounts receivable, related party transactions	5,100	84,442	$ 165,726
Key management personnel of entity or parent [member]
Statement Line Items [Line Items]
Amounts payable, related party transactions	$ 30,766	$ 78,000

XML

Note 16 - Segmented Information and Revenue (Details Textual)	3 Months Ended
	Mar. 31, 2020
Statement Line Items [Line Items]
Number of reportable segments	2

XML

Note 10 - Share-based Payment Reserve (Details Textual)			3 Months Ended			9 Months Ended	12 Months Ended
	Dec. 20, 2018	Dec. 31, 2017 shares	Mar. 31, 2020 CAD ($) $ / shares	Mar. 31, 2019 CAD ($) $ / shares	Mar. 31, 2018 CAD ($) $ / shares	Dec. 31, 2019 CAD ($) $ / shares	Dec. 31, 2018 CAD ($) $ / shares
Statement Line Items [Line Items]
Option life, share options granted			2.85	2.85	3
Weighted average remaining contractual life of outstanding share options (Year)			1 year 135 days	2 years 62 days		2 years 94 days	2 years 94 days
Share-based payment arrangements, option vesting percentage	25.00%
Share-based payment arrangements, option vesting period (Month)	270 days
Share-based payment arrangements, option vesting period, required period before vesting begins (Month)	90 days
Risk free interest rate, share options granted			1.37%	2.19%	1.39%
Expected dividend, share options granted | $			$ 0	$ 0	$ 0
Expected volatility, share options granted			123.00%	105.00%	97.00%
Forfeiture rate, share options granted			0.00%	0.00%	0.00%
Weighted average share price, share options granted (in CAD per share)			$ 0.20	$ 0.07	$ 0.20
Exercise price, share options granted (in CAD per share)			$ 0.05	$ 0.07	$ 0.21
Management, employees, directors and consultants [member]
Statement Line Items [Line Items]
Weighted average fair value at measurement date, share options granted | $			$ 0.0355			$ 0.0453	$ 0.12
Top of range [member]
Statement Line Items [Line Items]
Exercise price of outstanding share options (in CAD per share)			$ 0.23			$ 0.23	$ 0.23
Bottom of range [member]
Statement Line Items [Line Items]
Exercise price of outstanding share options (in CAD per share)			$ 0.05			$ 0.07	$ 0.20
The 2017 Stock Option Plan [member]
Statement Line Items [Line Items]
Number of shares reserved for issue under options and contracts for sale of shares (in shares) | shares		7,105,838
Share reservation limitations, maximum percentage of allowed reserved shares		5.00%
Weighted average remaining contractual life of outstanding share options (Year)			1 year 135 days	2 years 62 days	2 years 189 days
The 2017 Stock Option Plan [member] | Top of range [member]
Statement Line Items [Line Items]
Option life, share options granted		10

XML

Note 13 - Financial Instruments (Details Textual) - CAD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2018	Dec. 31, 2019	Mar. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Statement Line Items [Line Items]
Total cash and cash equivalents	$ 697,984	$ 79,097	$ 442,489	$ 64,533	$ 233,843	$ 327,434
Current Trade and Grants Receivable	973,127		838,502
Current prepayments and other receivable	114,443		121,603
Total current liabilities	628,030		$ 686,068
Currency risk [member]
Statement Line Items [Line Items]
Possible effect of 10% change in exchange rate regarding the USD to the net income (loss)	54,727	22,430
Liquidity risk [member]
Statement Line Items [Line Items]
Total cash and cash equivalents	697,984
Current Trade and Grants Receivable	973,127
Current prepayments and other receivable	114,443
Total current liabilities	628,029
Credit risk [member]
Statement Line Items [Line Items]
Current Trade and Grants Receivable	$ 973,127	$ 1,007,443

XML

Note 6 - Property and Equipment (Tables)

3 Months Ended

Mar. 31, 2020

Statement Line Items [Line Items]

Disclosure of detailed information about property, plant and equipment [text block]

	Computer and O ffice E quipment			Leasehold Improvements		Total
Cost, January 1, 2019	$	97,875		$	33,180	$	131,055
Effect of foreign exchange		(283	)		-		(283	)
Additions		450			-		450
Cost, March 31, 2019	$	98,042			33,180	$	131,222
Write off		(12,126	)		-		(12,126	)
Effect of foreign exchange		(1,088	)		-		(1,088	)
Cost, December 31, 2019	$	84,828		$	33,180	$	118,008
Effect of foreign exchange		1,083			-		1,083
Cost, March 31, 20 20	$	85,911		$	33,180	$	119,091
Accumulated depreciation, January 1, 2019	$	66,278		$	11,613	$	77,891
Charge for the period		1,507			2,903		4,410
Effect of foreign exchange		(268	)		-		(268	)
Accumulated depreciation, March 31, 2019	$	67,517		$	14,516	$	82,033
Charge for the period		5,088			8,710		13,798
Write off		(12,126	)		-		(12,126	)
Effect of foreign exchange		(912	)		-		(912	)
Accumulated depreciation, December 31, 2019	$	59,567		$	23,226	$	82,793
Charge for the period		1,322			2,133		3,455
Effect of foreign exchange		1,037			-		1,037
Accumulated depreciation, March 31, 2020	$	61,926		$	25,359	$	87,285
Net book value, January 1, 201 9	$	31,597		$	21,567	$	53,164
Net book value, March 31, 201 9	$	30,525		$	18,664	$	49,189
Net book value, December 3 1, 201 9	$	25,261		$	9,954	$	35,215
Net book value, March 31, 20 20	$	23,985		$	7,821	$	31,806

XML

Note 17 - Supplemental Cash Flow Information

3 Months Ended

Mar. 31, 2020

Statement Line Items [Line Items]

Disclosure of supplemental cash flow information [text block]

1 7 . SUPPLEMENTAL CASH FLOW INFORMATION

	20 20		201 9		20 18
Income taxes and other taxes paid	$	3,436	$	7,560	$	7,257
Interest paid	$	14,530	$	2,955	$	893
Interest received	$	35,485	$	-	$	-

XML

Note 1 - Corporate Information (Details Textual)	3 Months Ended
	Mar. 31, 2020
Statement Line Items [Line Items]
Number of reportable segments	2

XML

Note 7 - Right-of-use Asset and Lease Obligation (Details Textual) - CAD ($)	3 Months Ended
	Mar. 31, 2020	Jan. 01, 2019
Statement Line Items [Line Items]
Operating lease, term (Year)	5 years
Operating lease, renewal term (Year)	5 years
Weighted average lessee's incremental borrowing rate applied to lease liabilities recognised at date of initial application of IFRS 16		8.00%
Operating lease, accretion	$ 11,178
Payments on variable leases	$ 25,022

XML

Note 9 - Share Capital

3 Months Ended

Mar. 31, 2020

Statement Line Items [Line Items]

Disclosure of share capital, reserves and other equity interest [text block]

9. SHARE CAPITAL

Authorized

Unlimited number of preference shares with

no

par value

Unlimited number of common shares with

no

par value

XML

Note 3 - Significant Accounting Judgements, Estimates and Assumptions

3 Months Ended

Mar. 31, 2020

Statement Line Items [Line Items]

Disclosure of accounting judgements and estimates [text block]

3. SIGINFICANT ACCOUTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

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

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

Information about critical judgements in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements is included in the following notes:

● Determination of functional currency

● Determination of expected credit loss

● Recognition of internally developed intangibles

● Recognition of government grant and grant receivable

● Recognition of deferred tax assets

● Valuation of share-based payments

XML

Note 5 - Accounts and Grants Receivable

3 Months Ended

Mar. 31, 2020

Statement Line Items [Line Items]

Disclosure of trade and other receivables [text block]

5. ACCOUNTS AND GRANTS RECEIVABLE

Accounts and grants receivable consist of:

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

As at

March 31, 2020,

the Company had accounts receivable of

$889,129

(

2019

-

$857,559

) greater than

30

days overdue and

not

impaired.

XML

Note 13 - Financial Instruments

3 Months Ended

Mar. 31, 2020

Statement Line Items [Line Items]

Disclosure of financial instruments [text block]

13. FINANCIAL INSTRUMENTS

a. Fair values

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

b. Financial risk management objectives and policies

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

(i) Foreign currency risk

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

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

The Company has been exposed to this fluctuation and has

not

implemented a program against these foreign exchange fluctuations.

(i) Foreign currency risk (Cont’d)

A

10%

strengthening of the US Dollar against the Canadian Dollar would have increased the net equity approximately by

$54,727

(

2018

-

$22,430

) due to reduction in the value of net liability balance. A

10%

of weakening of the US Dollar against the Canadian Dollar at

March 31, 2020

would have had the equal but opposite effect. The significant financial instruments of the Company, their carrying values and the exposure to other denominated monetary assets and liabilities, as of

March 31, 2020

are as follows:

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

(ii) Liquidity risk

The Company manages its liquidity risk by preparing and monitoring forecasts of cash expenditures to ensure that it will have sufficient liquidity to meet liabilities when due. The Company’s accounts payable and accrued liabilities generally have maturities of less than

90

days. At

March 31, 2020,

the Company had cash of

$697,984

accounts and grants receivable of

$973,127

and prepaid and other receivables of

$114,443

to settle current liabilities of

$628,029.

(iii) Credit risk

Credit risk refers to the risk that

one

party to a financial instrument will cause a financial loss for the counterparty by failing to discharge an obligation. The Company is primarily exposed to credit risk through accounts receivable. The maximum credit risk exposure is limited to the reported amounts of these financial assets. Credit risk is managed by ongoing review of the amount and aging of accounts receivable balances. As at

March 31, 2020,

the Company has outstanding receivables of

$973,127

(

2018

-

$1,007,443

). New impairment requirements use an 'expected credit loss' ('ECL') model to recognize an allowance. Impairment is measured using a

12

-month ECL method unless the credit risk on a financial instrument has increased significantly since initial recognition in which case the lifetime ECL method is adopted. For receivables, a simplified approach to measuring expected credit losses using a lifetime expected loss allowance is available. The Company deposits its cash with high credit quality financial institutions, with the majority deposited within Canadian Tier

1

Banks.

XML

Condensed Consolidated Interim Statements of Changes in Equity (Unaudited) - CAD ($)	Issued capital [member]	Reserve of share-based payments [member]	Amount recognised in other comprehensive income and accumulated in equity relating to non-current assets or disposal groups held for sale [member]	Retained earnings [member]	Total
Balance (in shares) at Dec. 31, 2018	35,529,192
Balance at Dec. 31, 2018	$ 21,914,722	$ 3,955,167	$ (271,245)	$ (25,040,050)	$ 558,594
Statement Line Items [Line Items]
Income (loss) for the period				(314,522)	(314,522)
Other comprehensive income (loss)			(14,377)		(14,377)
Share-based payments charged to operations		27,758			27,758
Income (loss) for the period				(314,522)	(314,522)
Balance (in shares) at Mar. 31, 2019	35,529,192
Balance at Mar. 31, 2019	$ 21,914,722	3,982,925	(285,622)	(25,354,572)	257,453
Statement Line Items [Line Items]
Income (loss) for the period				477,088	477,088
Other comprehensive income (loss)			(34,372)		(34,372)
Share-based payments charged to operations		66,107			66,107
Income (loss) for the period				477,088	477,088
Balance (in shares) at Dec. 31, 2019	35,529,192
Balance at Dec. 31, 2019	$ 21,914,722	4,049,032	(319,994)	(24,877,484)	766,276
Statement Line Items [Line Items]
Income (loss) for the period				233,619	233,619
Other comprehensive income (loss)			165,461		165,461
Share-based payments charged to operations		4,861			4,861
Income (loss) for the period				233,619	233,619
Balance (in shares) at Mar. 31, 2020	35,529,192
Balance at Mar. 31, 2020	$ 21,914,722	$ 4,053,893	$ (154,533)	$ (24,643,865)	$ 1,170,217

XML

Note 16 - Segmented Information and Revenue - Geographical Information (Details) - CAD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Mar. 31, 2018
Statement Line Items [Line Items]
Identifiable non-current assets	$ 523,518	$ 49,189	$ 29,062
Revenue	97,124	111,964	80,355
Country of domicile [member]
Statement Line Items [Line Items]
Identifiable non-current assets	522,979	48,585	28,415
Latin America [member]
Statement Line Items [Line Items]
Revenue	58,296	66,118	17,759
CHINA
Statement Line Items [Line Items]
Identifiable non-current assets	538	604	647
Revenue	27,221	34,162	54,495
Other [member]
Statement Line Items [Line Items]
Revenue	$ 11,607	$ 11,684	$ 8,101

XML

Note 17 - Supplemental Cash Flow Information (Tables)

3 Months Ended

Mar. 31, 2020

Statement Line Items [Line Items]

Disclosure of supplemental cash flows schedule [text block]

	20 20		201 9		20 18
Income taxes and other taxes paid	$	3,436	$	7,560	$	7,257
Interest paid	$	14,530	$	2,955	$	893
Interest received	$	35,485	$	-	$	-

XML

Note 6 - Property and Equipment - Schedule of Property and Equipment (Details) - CAD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Statement Line Items [Line Items]
Balance	$ 35,215	$ 53,164	$ 49,189
Balance	31,806	49,189	35,215
Computer and office equipment [member]
Statement Line Items [Line Items]
Balance	25,261	31,597	30,525
Balance	23,985	30,525	25,261
Leasehold improvements [member]
Statement Line Items [Line Items]
Balance	9,954	21,567	18,664
Balance	7,821	18,664	9,954
Gross carrying amount [member]
Statement Line Items [Line Items]
Balance	118,008	131,055	131,222
Effect of foreign exchange	1,083	(283)	(1,088)
Additions		450
Write off			(12,126)
Balance	119,091	131,222	118,008
Gross carrying amount [member] | Computer and office equipment [member]
Statement Line Items [Line Items]
Balance	84,828	97,875	98,042
Effect of foreign exchange	1,083	(283)	(1,088)
Additions		450
Write off			(12,126)
Balance	85,911	98,042	84,828
Gross carrying amount [member] | Leasehold improvements [member]
Statement Line Items [Line Items]
Balance	33,180	33,180	33,180
Effect of foreign exchange
Additions
Write off
Balance	33,180	33,180	33,180
Accumulated depreciation, amortisation and impairment [member]
Statement Line Items [Line Items]
Balance	82,793	77,891	82,033
Effect of foreign exchange	1,037	(268)	(912)
Write off			(12,126)
Charge for the period	3,455	4,410	13,798
Balance	87,285	82,033	82,793
Accumulated depreciation, amortisation and impairment [member] | Computer and office equipment [member]
Statement Line Items [Line Items]
Balance	59,567	66,278	67,517
Effect of foreign exchange	1,037	(268)	(912)
Write off			(12,126)
Charge for the period	1,322	1,507	5,088
Balance	61,926	67,517	59,567
Accumulated depreciation, amortisation and impairment [member] | Leasehold improvements [member]
Statement Line Items [Line Items]
Balance	23,226	11,613	14,516
Effect of foreign exchange
Write off
Charge for the period	2,133	2,903	8,710
Balance	$ 25,359	$ 14,516	$ 23,226

XML

Condensed Consolidated Interim Statements of Cash Flows (Unaudited) - CAD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Mar. 31, 2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net Profit (Loss) for the Period	$ 233,619	$ (314,522)	$ (544,093)
Adjustments to Net Profit (Loss) for Non-Cash Items:
Share-based payment	4,861	27,758	23,408
Lease inducement		(2,903)
Unrealized foreign exchange (gain) loss	165,415	(14,363)	(2,539)
Depreciation – right-of-use asset	22,469
Depreciation – property and equipment	3,455	4,410	1,653
Operating Profit (Loss) Before Working Capital Changes	429,819	(299,620)	(521,571)
Working Capital Adjustments:
accounts and grants receivable	(134,625)	(93,985)	20,189
prepaid and other receivables	7,160	14,341	95,912
accounts payable	(139,069)	(25,288)	(73,549)
accrued liabilities	129,668	56,164	(19,318)
contract liability	(19,237)	12,916
Cash Generated (Used in) from Operations	273,716	(335,472)	(498,337)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		(450)
Cash Used in investing activities		(450)
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of principal portion of lease obligation	(29,400)
Interest on lease obligation	11,179
Proceeds from loans payable		166,612	250,000
Repayment of loans payable
Cash Generated (Used in) from Financing Activities	(18,221)	166,612	250,000
NET INCREASE (DECREASE) IN CASH	255,495	(169,310)	(248,337)
Cash at the Beginning of the Period	442,489	233,843	327,434
Cash at the End of the Period	$ 697,984	$ 64,533	$ 79,097

XML

Note 14 - Major Customer

3 Months Ended

Mar. 31, 2020

Statement Line Items [Line Items]

Disclosure of major customers [text block]

14. MAJOR CUSTOMER

The Company had sales to a major customer in the period ended in

March 31, 2020

and

March 31, 2019,

a government agency of the People’s Republic of China. The total percentage of sales to this customer during the period was

27%

(

2019

–

28%,

2018

–

56%

) and the total percentage of accounts receivable at

March 31, 2020

was

94%

(

2019

–

86%,

2018

–

89%

).

XML

Document And Entity Information	3 Months Ended
	Mar. 31, 2020
Document Information [Line Items]
Entity Registrant Name	LINGO MEDIA CORP
Entity Central Index Key	0001177167
Current Fiscal Year End Date	--12-31
Document Type	6-K
Document Period End Date	Mar. 31, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q1
Amendment Flag	false

XML

Note 4 - Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2020

Statement Line Items [Line Items]

Disclosure of significant accounting policies [text block]

4. SUMMARY OF SIGINFICANT ACCOUTING POLICIES

The accounting policies applied by the Company in these Condensed Consolidated Interim Financial Statements are the same as those applied by the Company in its Consolidated Financial Statements for the year ended

December 31, 2019.

XML

Note 10 - Share-based Payment Reserve

3 Months Ended

Mar. 31, 2020

Statement Line Items [Line Items]

Disclosure of share-based payment arrangements [text block]

10. SHARE-BASED PAYMENT RESERVE

In

December 2017,

the Company amended its stock option plan (the

“2017

Plan”). The

2017

Plan was established to provide an incentive to management (officers), employees, directors and consultants of the Company and its subsidiaries. The maximum number of shares which

may

be reserved for issuance under the

2017

Plan is limited to

7,105,838

common shares less the number of shares reserved for issuance pursuant to options granted under the

1996

Plan, the

2000

Plan, the

2005

Plan, the

2009

Plan and the

2011

Pan, provided that the Board of Directors of the Company has the right, from time to time, to increase such number subject to the approval of the relevant exchange on which the shares are listed and the approval of the shareholders of the Company.

The maximum number of common shares that

may

be reserved for issuance to any

one

person under the

2017

Plan is

5%

of the common shares outstanding at the time of the grant (calculated on a non-diluted basis) less the number of shares reserved for issuance to such person under any option to purchase common shares of the Company granted as a compensation or incentive mechanism.

The exercise price of each option cannot be less than the market price of the shares on the day immediately preceding the day of the grant less any permitted discount. The exercise period of the options granted cannot exceed

10

years. Options granted under the

2017

Plan do

not

have any required vesting provisions. However, the Board of Directors of the Company

may,

from time to time, amend or revise the terms of the

2017

Plan or

may

terminate it at any time.

The following summarizes the options outstanding: 

	Number of Options			Weighted Average Exercise Price		Warrant Remaining Contract Life (Yrs)
Outstanding as at January 1, 201 9		6,804,000		$	0.19		2. 26
Granted		1,200,000			0.07		2.85
Forfeited		(442,000	)		0.22		-
Outstanding as at March 31, 201 9		7,562,000		$	0.13		2.17
Granted		1,720,000			0.08		2.14
Forfeited		(770,000	)		0.21		-
Outstanding as at December 31, 201 9		6,642,000		$	0.13		2.26
Granted		450,000		$	0.05		2.85
Forfeited		(2,000	)	$	0.23		-
Outstanding as at March 31, 20 20		7,090,005		$	0.12		1.37

Options exercisable as at March 31, 201 9	4,852,000	$0.16
Options exercisable as at December 31, 201 9	6,504,500	$0.19
Options exercisable as at March 31, 20 20	6,590,000	$0.13

The weighted average remaining contractual life for the stock options outstanding as at

March 31, 2020

was

1.37

years (

2019

–

2.17

years,

2018

–

2.52

years). The range of exercise prices for the stock options outstanding as at

March 31, 2020

was

$0.05

-

$0.23

(

2019

-

$0.07

-

$0.23,

2018

-

$0.20

-

$0.23

). The weighted average grant-date fair value of options granted to management, employees, directors and consultants during the period has been estimated at

$0.0355

(

2019

-

$0.0453,

2018

-

$0.12

) using the Black-Scholes option-pricing model.

The vesting period on the options granted on

February 4, 2020

will be vested

three

months after grant date and will be vested quarterly.

The vesting periods on the options granted on

February 4, 2019

was

three

months after grant date and vested quarterly. The options granted on

December 20, 2018

are as follows,

25%

vested immediately, the remaining vest quarterly over

9

months, commencing

three

months after grant date.

The pricing model assumes the weighted average risk free interest rates of

1.37%

(

2019

–

2.19%,

2018

–

1.39%

) weighted average expected dividend yields of

nil

(

2019

–

nil,

2018

–

nil

), the weighted average expected common stock price volatility (based on historical trading) of

123%

(

2019

–

105%,

2018

–

97%

), a forfeiture rate of

0%

(

2019

–

0%,

2018

–

0%

), a weighted average stock price of

$0.20

(

2018

-

$0.07,

2017

-

$0.20

), a weighted average exercise price of

$0.05

(

2019

-

$0.07,

2018

-

$0.21

), and a weighted average expected life of

2.85

years (

2019

–

2.85

years,

2018

–

3

years), which were estimated based on past experience with options and option contract specifics.

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Note 6 - Property and Equipment

3 Months Ended

Mar. 31, 2020

Statement Line Items [Line Items]

Disclosure of property, plant and equipment [text block]

6. PROPERTY AND EQUIPMENT

	Computer and O ffice E quipment			Leasehold Improvements		Total
Cost, January 1, 2019	$	97,875		$	33,180	$	131,055
Effect of foreign exchange		(283	)		-		(283	)
Additions		450			-		450
Cost, March 31, 2019	$	98,042			33,180	$	131,222
Write off		(12,126	)		-		(12,126	)
Effect of foreign exchange		(1,088	)		-		(1,088	)
Cost, December 31, 2019	$	84,828		$	33,180	$	118,008
Effect of foreign exchange		1,083			-		1,083
Cost, March 31, 20 20	$	85,911		$	33,180	$	119,091
Accumulated depreciation, January 1, 2019	$	66,278		$	11,613	$	77,891
Charge for the period		1,507			2,903		4,410
Effect of foreign exchange		(268	)		-		(268	)
Accumulated depreciation, March 31, 2019	$	67,517		$	14,516	$	82,033
Charge for the period		5,088			8,710		13,798
Write off		(12,126	)		-		(12,126	)
Effect of foreign exchange		(912	)		-		(912	)
Accumulated depreciation, December 31, 2019	$	59,567		$	23,226	$	82,793
Charge for the period		1,322			2,133		3,455
Effect of foreign exchange		1,037			-		1,037
Accumulated depreciation, March 31, 2020	$	61,926		$	25,359	$	87,285
Net book value, January 1, 201 9	$	31,597		$	21,567	$	53,164
Net book value, March 31, 201 9	$	30,525		$	18,664	$	49,189
Net book value, December 3 1, 201 9	$	25,261		$	9,954	$	35,215
Net book value, March 31, 20 20	$	23,985		$	7,821	$	31,806

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Note 17 - Supplemental Cash Flow Information - Schedule of Income Taxes and Interest Paid (Details) - CAD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Mar. 31, 2018
Statement Line Items [Line Items]
Income taxes and other taxes paid	$ 3,436	$ 7,560	$ 7,257
Interest paid	14,530	2,955	893
Interest received	$ 35,485

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Note 9 - Share Capital (Details Textual) $ / shares in Thousands	Mar. 31, 2020 $ / shares
Preference shares [member]
Statement Line Items [Line Items]
Par value per share (in CAD per share)	$ 0
Ordinary shares [member]
Statement Line Items [Line Items]
Par value per share (in CAD per share)	$ 0

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Note 12 - Ontario Interactive Digital Media Tax Credit (Details Textual)	3 Months Ended
	Mar. 31, 2020 CAD ($)
Statement Line Items [Line Items]
Ontario Interactive Digital Media Tax Credit	$ 904,940

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Note 7 - Right-of-use Asset and Lease Obligation (Tables)

3 Months Ended

Mar. 31, 2020

Statement Line Items [Line Items]

Disclosure of maturity analysis of operating lease payments [text block]

Less than 1 year	$	107,798
Between 1 and 5 years		-
More than 5 years		-
	$	107,798

Disclosure of lease liabilities [text block]

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

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

Disclosure of quantitative information about right-of-use assets [text block]

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

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Note 18 - Related Party Balances and Transactions

3 Months Ended

Mar. 31, 2020

Statement Line Items [Line Items]

Disclosure of transactions between related parties [text block]

1 8 . RELATED PARTY BALANCES AND TRANSACTIONS

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

(a) The Company charged $5,100 ( 2019 - $84,442, 2018 - $165,726 ) to the corporations with director or officer in common for rent, administration, office charges and telecommunications.

(b) Key management compensation was $132,266 ( 2019 - $78,000, 2018 – $78,000 ) and is reflected as consulting fees paid to corporations owned by a director and officers of the Company, of which $30,766 ( 2019 - $78,000 ) of the management compensation is included in accrued liabilities.