Report of Foreign Issuer (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 September 30, 2015

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: November __30___, 2015	By:	/s/ Michael Kraft
		Michael Kraft President and CEO

LINGO MEDIA CORPORATION

Condensed Consolidated Interim Financial Statements

For the nine-month period ended September 30, 2015

LINGO MEDIA CORPORATION

Condensed Consolidated Interim Financial Statements

As at September 30, 2015

Notice to Reader

Management has compiled the Condensed Consolidated Interim Financial Statements of Lingo Media Corporation (“Lingo Media” or the “Company”) consisting of the Balance Sheet as at September 30, 2015 and the Statements of Comprehensive Income, Changes in Equity and Cash Flows for the nine month period then ended. All amounts are stated in Canadian Dollars. An accounting firm has not reviewed or audited these interim financial statements and management discussion and analysis thereon.

LINGO MEDIA CORPORATION

Condensed Consolidated Interim Financial Statements

As at September 30, 2015

Contents

Condensed Consolidated Interim Financial Statements	Page

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

LINGO MEDIA CORPORATION

Condensed Consolidated Interim Balance Sheet

As at September 30, 2015

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

	Notes		September 30, 2015			December 31, 2014
ASSETS
Current Assets

Cash and cash equivalents			$	139,042		$	477,001
Accounts and grants receivable		5		2,277,971			849,344
Prepaid and other receivables				311,793			85,071
				2,728,806			1,411,416
Non-Current Assets

Property and equipment, net		6		31,167			24,806
Intangibles, net		7		1,734,971			847,598
Goodwill				139,618			139,618
TOTAL ASSETS			$	4,634,562		$	2,423,438

LIABILITIES AND EQUITY

Current Liabilities

Accounts payable			$	346,806			150,634
Accrued liabilities				355,936			690,015
Loans payable		8		780,000			838,833
TOTAL LIABILITIES				1,482,742			1,679,482

Equity

Share capital		9		18,700,305			18,162,347
Warrants		11		1,455,732			1,393,202
Share-based payment reserve				2,613,876			2,578,380
Accumulated other comprehensive income				(331,804	)		(204,852	)
Deficit				(19,286,289	)		(21,185,121	)
TOTAL EQUITY				3,151,820			743,956
TOTAL LIABILITIES AND EQUITY			$	4,634,562		$	2,423,438

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

These condensed consolidated interim financial statements are authorized for issuance by the Board of Directors on November 30, 2015.

/s/ Michael Kraft		/s/ Martin Bernholtz
Director		Director

LINGO MEDIA CORPORATION

Condensed Consolidated Interim Statement of Comprehensive Income

For the nine-months ended September 30, 2015 and 2014

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

	Notes		For the three months ended September 30						For the nine months ended September 30
			2015			2014			2015			2014

Revenue			$	1,203,201		$	222,468		$	3,649,487		$	1,336,398

Expenses
Selling, general and administrative expenses				340,691			205,626			922,317			690,166
Share-based payment				10,483			29,319			46,300			32,228
Direct costs				121,764			67,245			282,170			177,579
Depreciation – property and equipment		6		2,341			1,658			6,237			5,272
Amortization – intangibles		7		165,339			154,377			519,769			429,539
Total Expenses				640,618			458,225			1,776,793			1,334,784
Profit / (Loss) from Operations				562,583			(235,757	)		1,872,694			1,614
Net Finance Charges
Interest expense				37,510			43,619			131,999			136,975
Foreign exchange (gain) / loss				(175,335	)		(110,176	)		(307,968	)		(261,819	)
Profit / (Loss) before Tax				700,408			(169,200	)		2,048,663			126,458
Income and Other Tax Expense				6,108			9,946			149,831			140,837
Net Profit / (Loss) for the Period				694,300			(179,146	)		1,898,832			(14,379	)
Other Comprehensive Income
Exchange differences on translating foreign operations gain / (loss)				(62,570	)		(76,513	)		(126,952	)		(222,311	)
Total Comprehensive Income (Loss), Net of Tax			$	631,730		$	(255,659	)	$	1,771,880		$	(236,690	)
Earnings /(Loss) per Share
Basic and Diluted			$	0.023		$	(0.012	)	$	0.072		$	(0.011	)
Weighted Average Number of Common Shares Outstanding
Basic and Diluted				27,379,177			21,925,844			24,667,880			21,815,341

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

LINGO MEDIA CORPORATION

Condensed Consolidated Interim Statement of Changes in Equity

For the nine-months ended September 30, 2015

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

	Issued share capital					Share based payment reserve			Warrants			Accumulated other comprehensive income			Deficit			Total equity
	Number of shares		Amount

Balance as at January 1, 2014		21,779,177	$	18,102,347		$	2,512,717		$	1,132,685		$	(168,245	)	$	(21,068,617	)	$	510,887
Income / (loss) for the period		-		-			-			-			-			(14,379	)		(14,379	)
Issued shares – against loans payable		600,000		60,000			-			-			-			-			60,000
Other comprehensive income / (loss)		-		-			-			-			(222,311	)		-			(222,311	)
Share-based payments charged to operations		-		-			32,228			-			-			-			32,228
Balance as at September 30, 2014		22,379,177		18,162,347			2,544,945			1,132,685			(390,556	)		(21,082,996	)		366,425
Income / (loss) for the period		-		-			-			-			-			158,392			158,392
Warrants extension(Note 10(b))		-		-			-			260,517			-			(260.517	)		-
Other comprehensive income / (loss)		-		-			-			-			185,704			-			185,704
Share-based payments charged to operations		-		-			33,435			-			-			-			33,435
Balance as at December 31, 2014		22,379,177		18,162,347			2,578,380			1,393,202			(204,852	)		(21,185,121	)		743,956
Income / (loss) for the period		-		-			-			-			-			1,898,832			1,898,832
Private placement		5,000,000		500,000			-			-			-			-			500,000
Warrant issuance		-		(70,230	)		-			70,230			-			-			-
Warrant exercise		550,000		76,450			-			(7,700	)		-			-			68,750
Option exercise		153,332		31,738			(10,805	)		-			-			-			20,933
Other comprehensive income / (loss)		-		-			-			-			(126,952	)		-			(126,952	)
Share-based payments charged to operations		-		-			46,300			-			-			-			46,300
Balance as at September 30, 2015		28,082,509	$	18,700,305		$	2,613,876		$	1,455,732		$	(331,804	)	$	(19,286,289	)	$	3,151,820

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

LINGO MEDIA CORPORATION

Condensed Consolidated Interim Statement of Cash Flows

For the nine-months ended September 30, 2015

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

	For the three months ended September 30						For the nine months ended September 30
	2015			2014			2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES
Income / (Loss) for the period	$	694,300		$	(179,146	)	$	1,898,832		$	(14,379	)
Adjustments to Net Profit for Non Cash Items:
Depreciation / amortization		167,680			156,035			526,006			434,811
Share-based payment		10,483			29,319			46,300			32,228
Interest accretion		11,167			20,288			41,167			64,288
Unrealized foreign exchange gain / (loss)		(65,616	)		(80,215	)		(133,656	)		(217,531	)
Operating Income /(Loss) before Working Capital Changes		818,014			(53,719	)		2,378,649			(299,417	)
Working Capital Adjustments:
(Increase)/decrease in accounts receivable		(487,213	)		(101,131	)		(1,428,627	)		6,975
(Increase)/decrease in prepaid and other receivables		91,020			15,739			(226,722	)		18,094
Increase/(decrease) in accounts payable		106,100			45,132			196,172			(65,928	)
Increase/(decrease) in accrued liabilities		17,402			119,369			(334,079	)		80,716
Cash Generated from / (used in) Operations		545,323			25,390			585,393			339,274
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of intangibles		(538,292	)		(150,510	)		(1,399,754	)		(394,671	)
Purchase of property and equipment		-			-			(13,281	)		(3,277	)
Net Cash Flows Generated from / (used in) Investing Activities		(538,292	)		(150,510	)		(1,413,035	)		(397,948	)
CASH FLOWS FROM FINANCING ACTIVITIES
Share capital issued during the period		-			-			500,000			-
Stock option and warrant exercise		89,683			-			89,683			-
Advances of loans		-			-			90,000			60,000
Repayment of loans		(100,000	)		-			(190,000	)		(60,000	)
Net Cash Flows Generated from / (used in) Financing Activities		(10,317	)		-			489,683			-
NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS		(3,286	)		(125,120	)		(337,959	)		(58,674	)
Cash and Cash Equivalents at the Beginning of the Period		142,328			144,537			477,001			78,091
Cash and Cash Equivalents at the End of the Period	$	139,042		$	19,417		$	139,042		$	19,417

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

LINGO MEDIA CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

September 30, 2015

(Unaudited - See Notice to Reader)

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 and inter-listed on the OTCQB Marketplace. The condensed consolidated interim financial statements of the Company for the period ended September 30, 2015 comprised the Company and its subsidiaries.

Lingo Media is an EdTech company that is ‘Changing the way the world learns English’. The Company 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 is a global English language learning multi-media and online training company. 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 PREPARATION

2.1

Statement of compliance and going concern

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”).

These condensed consolidated interim financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities in the normal course of business. The Company has incurred significant losses recurring over the years. During the period ended September 30, 2015, the Company reported a net profit of $1,898,832 (2014 – net loss of $14,379). As at September 30, 2015, the Company had working capital of $1,246,064 (September 30, 2014 - deficiency of $640,371). The Company’s ongoing success depends on the continued profitable commercialization of its online English language learning technology programs. Given the fact that the Company has had an increase in revenue of $2,313,089, an increase in net profit of $1,913,211 and the Company’s current operating and financial plans, management of the Company believes that it will have sufficient cash flow from operation to fund the Company’s planned operations through fiscal 2015.

The condensed consolidated interim financial statements for the period ended September 30, 2015 (including comparatives) were approved and authorized for issue by the board of directors on November 30, 2015.

2.2

Basis of measurement

These condensed consolidated interim financial statements have been prepared on the historical cost basis. The comparative figures presented in these condensed consolidated interim financial statements are in accordance with IFRS.

LINGO MEDIA CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

September 30, 2015

(Unaudited - See Notice to Reader)

2.	BASIS OF PREPARATION (Cont’d)

2.3

Basis of consolidation

The consolidated financial statements comprise the financial statements of the Company and its wholly owned subsidiaries controlled by the Company (the “Group”) as at September 30, 2015. 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 and presentation currency. The functional currency of ELL Technologies is the 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 and presentation currency
	●	Determination of the recoverability of the carrying value of intangible assets and goodwill
	●	Determination and recognition of long-term revenue contracts
	●	Recognition of government grant and grant receivable
	●	Recognition of deferred tax assets
	●	Valuation of share-based payments
	●	Recognition of provisions and contingent liabilities
	●	Assessing whether material uncertainties exist that would cause doubt as to whether the Company could continue as a going concern.

LINGO MEDIA CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

September 30, 2015

(Unaudited - See Notice to Reader)

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, 2014.

5.	ACCOUNTS AND GRANTS RECEIVABLE

Accounts and grants receivable consist of:

	September 30, 2015		December 31, 2014
Trade receivable	$	2,133,971	$	831,137
Grants receivable		144,000		18,207
	$	2,277,971	$	849,344

6.	PROPERTY AND EQUIPMENT

Cost, January 1, 2014	$	215,599
Additions		3,277
Disposal		(53,494	)
Effect of foreign exchange		1,016
Cost, September 30, 2014		166,398
Additions		6,259
Disposal		11,943
Effect of foreign exchange		(10,921	)
Cost, December 31, 2014		173,679
Additions		13,281
Disposal		(5,000	)
Effect of foreign exchange		4,665
Cost, September 30, 2015	$	186,625

Accumulated depreciation, January 1, 2014		183,673
Charge for the period		5,272
Disposal		(44,276	)
Effect of foreign exchange		1,165
Accumulated depreciation, September 30, 2014	$	145,834
Charge for the period		2,114
Disposal		10,498
Effect of foreign exchange		(9,573	)
Accumulated depreciation, December 31, 2014	$	148,873
Charge for the period		6,237
Disposal		(4,046	)
Effect of foreign exchange		4,394
Accumulated depreciation, September 30, 2015	$	155,458
Net book value, Janaury 1, 2014	$	31,926
Net book value, December 31, 2014	$	24,806
Net book value, September 30, 2015	$	31,167

LINGO MEDIA CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

September 30, 2015

(Unaudited - See Notice to Reader)

7.	INTANGIBLES

	Software and web development		Content platform		Content development		Total
Cost, January 1, 2014	$	7,225,065	$	1,477,112	$	-	$	8,702,177
Additions		394,671		-		-		394,671
Effect of foreign exchange		7,081		-		-		7,081
Cost, September 30, 2014		7,626,817		1,477,112		-		9,103,929
Additions		149,964		-		-		149,964
Effect of foreign exchange		4,830		-		-		4,830
Cost, December 31, 2014		7,781,611		1,477,112		-		9,258,723
Additions		586,360		-		813,393		1,399,754
Effect of foreign exchange		21,952		-		-		21,952
Cost, September 30, 2015	$	8,389,923	$	1,477,112	$	813,393	$	10,680,429

Accumulated depreciation, January 1, 2014	$	6,763,414	$	1,061,868	$	-	$	7,825,282
Charge for the period		208,579		220,960		-		429,539
Effect of foreign exchange		2,495		-		-		2,495
Accumulated depreciation, September 30, 2014		6,974,488		1,282,827		-		8,257,315
Charge for the period		78,856		74,463		-		153,319
Effect of foreign exchange		491		-		-		491
Accumulated depreciation, December 31, 2014		7,053,835		1,357,290		-		8,411,125
Charge for the period		356,413		119,822		43,534		519,769
Effect of foreign exchange		14,563		-		-		14,563
Accumulated depreciation, September 30, 2015	$	7,424,811	$	1,477,112	$	43,534	$	8,945,458

Net book value, December 31, 2014

727,776

119,822

847,598

Net book value, September 30, 2015

965,112

769,859

1,734,971

The Company began commercial production and sale of its services and products during 2009 and started amortizing the cost of software and web development costs on a straight-line basis over the useful life of the assets which is estimated to be 3 years

8.	LOANS PAYABLE

	September 30, 2015			December 31, 2014
Loans payable, interest bearing at 9% per annum with monthly interest payments, secured by a general security agreement and due on May 9, 2016⁽ⁱⁱⁱ⁾.	$	880,000		$	880,000
Unamortized transaction costs		-			(41,167	)
Loan repayment		(100,000	)		-
	$	780,000		$	838,833

LINGO MEDIA CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

September 30, 2015

(Unaudited - See Notice to Reader)

8.	LOANS PAYABLE (Cont’d)

(i)

On August 27, 2014, the Company extended the term of the loan originally advanced on September 8, 2010, and extended for a further one-year term on September 8, 2011, 2012, 2013 and 2014. As additional consideration for the extension of the loan, the Company issued to the lenders an aggregate of 600,000 (2013 - 880,000) common shares of Lingo Media. The common shares were issued based on 6.8 percent of the value of the loan (2013 – 10 percent), divided by the market value per common share on the date of issuance.

(ii)

Included in loans payable are loans amounting to $480,000 (2014 – $480,000) to related parties as disclosed in Note 17.

(iii)

On September 10, 2015, the Company repaid $100,000 to one of the lenders and further extended the loan of $780,000 to May 9, 2016

9.	SHARE CAPITAL

	a)	Common shares - Authorized

		Unlimited number of preference shares with no par value
		Unlimited number of common shares with no par value

Common shares - Transactions:

	(i)	On March 4, 2011, the Company closed a non-brokered private placement financing of 2,500,000 units (each a "Unit") at $0.60 per Unit and an over-allotment of 1,158,668 Units for gross proceeds of $2,195,200 (the "Financing"). Each Unit is comprised of one common share (each a "Common Share") in the capital of the Company and one non-transferable common share purchase warrant (each a "Warrant"). Each Warrant entitles the holder to purchase one Common Share at an exercise price of $0.75 per share until September 4, 2012. The Warrants are callable, at the option of Lingo Media, after July 5, 2011 in the event its Common Shares trade at or over $1.20 per share for 10 consecutive trading days.

		On August 23, 2012, the expiry date of the Warrants was extended for additional 18 months to March 4, 2014 with all other conditions remaining the same. On February 21, 2014, the expiry date of the warrants was extended for an additional 2 years to March 4, 2016 with all other terms remaining consistent.

	(ii)	On May 11, 2011, Lingo Media closed a non-brokered private placement financing of 1,875,000 units at $0.60 per Unit for gross proceeds of $1,125,000 (the "Second Financing"). Each Unit is comprised of one common share in the capital of the Company and one non-transferable common share purchase warrant. Each Warrant entitles the holder to purchase one Common Share at an exercise price of $0.75 per share until November 11, 2012. The Warrants are callable, at the option of Lingo Media, after September 11, 2011 in the event its Common Shares trade at or over $1.20 per share for 10 consecutive trading days.

		On August 23, 2012, the expiry date of the Warrants from the Second Financing was extended for an additional 18 months to May 11, 2014 with all other conditions remaining the same. Additionally, on February 21, 2014, the warrants were extended for an additional 2 years to May 11, 2016 with all other terms remaining consistent.

LINGO MEDIA CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

September 30, 2015

(Unaudited - See Notice to Reader)

9.	SHARE CAPITAL (Cont’d)

Common shares – Transactions (Cont’d):

(iii)

On September 8, 2013, the Company extended the term of the $880,000 loan to September 8, 2014, originally advanced on September 8, 2010, and previously extended for a further one-year term on September 8, 2011 and 2012. As additional consideration for the extension of the loan, the Company respectively issued to the lenders an aggregate of 880,000 common shares of Lingo Media. The common shares were issued based on 10 per cent of the value of the loan, divided by a market price of $0.10 per common share. In the absence of a reliable measure of the services received, the services have been measured at the fair value of the common shares issued.

(iv)

On August 27, 2014, the Company extended the term of the $880,000 loan to September 8, 2015, originally advanced on September 8, 2010, and previously extended for a further one-year term on September 8, 2011, 2012 and 2013. As additional consideration for the extension of the loan, the Company issued to the lenders an aggregate of 600,000 common shares of Lingo Media. The common shares were valued at market price of $0.10 per share. In the absence of a reliable measure of the services received, the services have been measured at the fair value of the common shares issued.

(v)

On April 17, 2015, Lingo Media closed a non-brokered private placement financing of 5,000,000 units at $0.10 per Unit for gross proceeds of $500,000. Each Unit is comprised of one common share in the capital of the Company and one common share purchase warrant. Each Warrant entitles the holder to purchase one Common Share at an exercise price of $0.125 per share until April 17, 2016. The securities issued pursuant to the Financing will be subject to a 4 month regulatory hold period commencing from April 17, 2015. One director of the Company participated in the private placement and subscribed to 400,000 Units for a total price of $40,000.

(vi)

In September 2015, 550,000 warrants were exercised. Each warrant entitled the holder to one common share of the Company at an exercise price of $0.125 for the gross proceeds of $68,750. These warrants have a grant date fair value of $0.014. The weighted average price on exercise of these warrants was $0.125.

(vii)

In September 2015, 153,332 stock options were exercised. Each stock option entitled the holder to one common share of the Company at an exercise price of $0.13 and $0.14 for the gross proceeds of $20,933. These options have a grant date fair value of $0.0674 and $0.0721. The weighted average price on exercise of these options was $0.1365.

10.	SHARE-BASED PAYMENTS

In December 2011, the Company amended its stock option plan (the “2011 Plan“). The 2011 Plan was established to provide an incentive to employees, officers, directors and consultants of the Company and its subsidiaries.

The maximum number of shares which may be reserved for issuance under the 2011 Plan is limited to 4,108,635 common shares less the number of shares reserved for issuance pursuant to options granted under the 1996 Plan, the 2000 Plan, the 2005 Plan and the 2009 Plan, provided that the Board of Directors of the Company has the right, from time to time, to increase such number subject to the approval of the relevant exchange on which the shares are listed and the approval of the shareholders of the Company.

The maximum number of common shares that may be reserved for issuance to any one person under the 2011 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.

LINGO MEDIA CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

September 30, 2015

(Unaudited - See Notice to Reader)

10.	SHARE-BASED PAYMENTS (Cont’d)

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 2011 Plan do not have any required vesting provisions. The Board of Directors of the Company may, from time to time, amend or revise the terms of the 2011 Plan or may terminate it at any time.

The following summarizes the options outstanding:

	Number of Options			Weighted Average Exercise Price
Outstanding as at January 1, 2014		2,783,250		$	0.48
Granted		680,000			0.13
Expired		(50,750	)		1.75
Forfeited		(5,000	)		0.66
Outstanding as at September 30, 2014		3,407,400		$	0.39
Granted		910,000			0.14
Expired		550,000			0.37
Forfeited		-			-
Outstanding as at December 31, 2014		3,767,500		$	0.35
Granted		100,000			0.14
Expired		(25,000	)		0.20
Forfeited		(100,000	)		0.70
Exercised		(153,332	)		0.14
Outstanding as at September 30, 2015		3,589,168			0.35

Options exercisable as at September 30, 2014		2,644,505		$	0.45
Options exercisable as at December 31, 2014		2,461,166		$	0.45
Options exercisable as at September 30, 2015		2,999,496		$	0.38

The weighted average remaining contractual life for the stock options outstanding as at September 30, 2015 was 1.64 years (2014 – 2.05 years). The range of exercise prices for the stock options outstanding as at September 30, 2015 was $0.13 - $1.70 (2014 - $0.13 - $1.70). The weighted average grant-date fair value of options granted to employees, consultants and directors during the period has been estimated at $0.0638 (2014 - $0.0674) using the Black-Scholes option-pricing model. The estimated fair value of the options granted is expensed over the options vesting periods.

The vesting periods on the options granted in 2014 are as follows, 435,000 (2013 – nil, 2012 – 550,000) stock options vested immediately upon issuance, 445,000 (2013 – 25,000, 2012 – 750,000) stock options will vest quarterly over 18 months, 410,000 stock options will vest quarterly over 12 months, and 300,000 (2013 – nil, 2012 – 400,000) stock options will vest upon achievements of certain milestones.

The pricing model assumed the weighted average risk free interest rates of 1.21% (2014 – 1.37%) weighted average expected dividend yields of Nil (2014 – Nil), the weighted average expected common stock price volatility (based on historical trading) of 79% (2014 – 82.64%), a forfeiture rate of zero, a weighted average stock price of $0.14, a weighted average exercise price of $0.14, and a weighted average expected life of 3 years (2014 – 4.73 years), which were estimated based on past experience with options and option contract specifics.

LINGO MEDIA CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

September 30, 2015

(Unaudited - See Notice to Reader)

11.

Warrants

The following summarizes the warrants outstanding:

	Weighted Average Remaining Contractual Life (Years)		Series	Number of Warrants			Weighted Average Exercise Price
Extended		0.43	A		3,658,668		$	0.75
Extended		0.61	B		1,875,000			0.75
December 31, 2014					5,533,668			0.75
Issued		0.55			5,000,000			0.125
Exercised					(550,000	)		0.125
September 30, 2015					9,983,668		$	0.45

The 3,658,668 warrants issued on March 4, 2011 and the 1,875,000 warrants issued on May 11, 2011 had an expiry date of March 4, 2014 and May 11, 2014 respectively. On February 14, 2014, the warrants were extended to March 4, 2016 and May 11, 2016 respectively.

The 5,000,000 warrants issued on April 17, 2015 has an expiry date of April 17, 2016 (Note 9 (v)). In September 2015, a total of 550,000 warrants were exercised at $0.125.

12.

GOVERNMENT GRANTS

Included as a reduction of selling, general and administrative expenses are government grants of $150,746 (2014 - $194,884), relating to the Company's publishing projects. At the end of the period, $144,000 (2014 - $136,550) is included in accounts and grants receivable.

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

One grant, relating to the Company’s “Development of Comprehensive, Interactive Phonetic English Learning Solution” project, is repayable semi-annually at a royalty rate of 2.5% per year’s gross sales derived from this project until 100% of the grant is repaid.

13.

FINANCIAL INSTRUMENTS

Fair values

The carrying value of cash and accounts and grants receivable, approximates its fair value due to the liquidity of these instruments. The carrying value of accounts payables and accrued liabilities and loans payables approximates its fair value due to the requirement to extinguish the liabilities on demand.

LINGO MEDIA CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

September 30, 2015

(Unaudited - See Notice to Reader)

13.

FINANCIAL INSTRUMENTS (Cont’d)

Financial risk management objectives and policies

The financial risk arising from the Company’s operations are currency risk and liquidity 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.

Management manages and monitors these exposures to ensure appropriate measures are implemented on a timely and effective manner. The Company’s management oversees these risks. The Board of Directors reviews and agrees on policies for managing each of these risks.

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 operating activities (when revenue or expense is denominated in a different currency from the Company’s functional currency) 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.

A 10% strengthening of the US dollars against Canadian dollars would have increased the net equity by $115,369 (2014 - $161,663) due to reduction in the value of net liability balance. A 10% of weakening of the US dollar against Canadian dollar at September 30, 2015 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 September 30, 2015 are as follows:

	US Denominated		China Denominated		Euro Denominated
	USD		RMB		Euro
Cash		8,834		13,357		2,400
Accounts receivable		1,590,758		2,604		2,232
Accounts payable		54,337		-		-

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 September 30, 2015, the Company had cash of $139,042, accounts and grants receivable of $2,277,971 and prepaid and other receivables of $311,793 to settle current liabilities of $1,482,742

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 September 30, 2015, the Company has outstanding receivables of $2,277,971. An allowance for doubtful accounts is taken on accounts receivable if the account has not been collected after a predetermined period of time and is offset to other operating expenses.

LINGO MEDIA CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

September 30, 2015

(Unaudited - See Notice to Reader)

14.

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 its textbook royalties co-publishing agreements, from its licensing sales distribution agreements and from 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 in 2015 or 2014.

15.

SEGMENTED INFORMATION

The Company operates two distinct reportable business segments as follows:

Print-based English Language Learning: Lingo Learning is a print-based publisher of English school programs.

Online English Language Learning: ELL Technologies is a global English language learning online training and assessment company creating new learning platforms.

Segmented Information (Before Other Financial Items Below)

September 30, 2015	Online English Language Learning		Print-Based English Language Learning		Total
Revenue	$	2,689,837	$	959.650	$	3,649,487
Segmented non-current assets		1,881,753		24,003		1,905,756
Segmented assets		3,464,362		1,170,200		4,634,562
Segmented liabilities		916,637		566,105		1,482,742
Segmented income (loss)		1,457,777		311,386		1,769,163

September 30, 2014	Online English Language Learning			Print-Based English Language Learning		Total
Revenue	$	443,520		$	892,878	$	1,336,398
Segmented non-current assets		990,713			16,083		1,006,796
Segmented assets		1,116,223			972,981		2,089,204
Segmented liabilities		620,825			1,101,954		1,722,779
Segmented income (loss)		(374,865	)		267,870		(106,995	)

LINGO MEDIA CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

September 30, 2015

(Unaudited - See Notice to Reader)

15.

SEGMENTED INFORMATION (Cont’d)

Other Financial Items	2015			2014
Online English Language Learning segmented income (loss)		1,457,777			(374,865	)
Print-Based English Language Learning segmented income (loss)	$	311,386		$	267,870
Foreign exchange		307,968			261,819
Interest expense		(131,999	)		(136,975	)
Share-based payment		(46,300	)		(32,228	)
Other comprehensive income (loss)		(126,952	)		(222,311	)
Total Comprehensive Income /(Loss)	$	1,771,880		$	(236,690	)

Revenue by Geographic Region

	2015		2014
Latin America	$	2,373,997	$	132,674
China		1,163,219		1,042,138
Other		112,271		294,260
	$	3,649,487	$	1,336,398

Identifiable Assets by Geographic Region

	2015		2014
Canada	$	3,514,027	$	2,047,047
Latin America		1,114,504		25,312
China		6,031		16,845
	$	4,634,562	$	2,089,204

16.	SUPPLEMENTAL CASH FLOW INFORMATION

	2015		2014
Income taxes and other taxes paid	$	149,831	$	140,837
Interest paid	$	82,869	$	61,006

17.

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)

Key management compensation was $347,443 (2014 – $268,098) and is reflected as management fees and sales commissions paid to corporations owned by a director and officers of the Company. As of September 30, 2015, $199,837 of management compensation is deferred and included in current liabilities.

LINGO MEDIA CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

September 30, 2015

(Unaudited - See Notice to Reader)

17.

RELATED PARTY BALANCES AND TRANSACTIONS (Cont’d)

(b)

On April 17, 2015, Lingo Media closed a non-brokered private placement financing of 5,000,000 units at $0.10 per Unit for gross proceeds of $500,000. One director of the Company participated in the private placement and subscribed to 400,000 Units for a total price of $40,000.

(c)

At September 30, 2015, the Company had loans payable due to corporations controlled by directors and officers of the Company in the amount of $480,000 (2014 - $480,000). Interest expense related to these loans is $32,311 (2014 - $32,311) (See Note 8).

Exhibit 1

Trading Symbols (TSX-V: LM; OTCQB: LMDCF)

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

Third Quarter Ended September 30, 2015

November 30, 2015

MANAGEMENT DISCUSSION & ANALYSIS

FOR THE SECOND QUARTER ENDED SEPTEMBER 30, 2015

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 November 30, 2015, should be read in conjunction with the Company's Condensed Consolidated Interim Financial Statements and accompanying Notes for the nine months ended September 30, 2015, 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 future 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 future 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 plans 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; OTCQB: LMDCF) Management Discussion & Analysis

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 English’ through the combination of education with technology. 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 a global web-based educational technology (“EdTech”) English language learning training and assessment company that creates innovative Software-as-a-Service eLearning solutions Lingo Learning is a print-based publisher of English language learning textbook programs in China. Lingo Media has formed successful relationships with key government and industry organizations, establishing a strong presence in China’s education market of more than 300 million students. The Company is extending its global reach, with an initial market expansion into Latin America and continues to expand its product offerings and technology applications.

Lingo Media has undertaken a business transition which began to gather momentum in 2015. Lingo Media has continued to invest in language learning 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, and reinforced the belief that the web-based EdTech learning segment continues to present a significant opportunity for long-term value creation. Customers in this market have demands that recur each year, creating a higher likelihood of return business and predictable revenue opportunity. This demand profile also fits well with our suite of products and increasingly recognizable ELL Technologies brand.

Lingo Media continues to focus on software and content development to address market needs within the government, academic and corporate sectors.

Operational Highlights

●	Online English Language Learning:

☑

partnered with Proloux, a subsidiary of the University of Guadalajara to provide accredited certification for ELL Technologies’ software programs

☑

entered into an agreement with ISA Corporativo for advertising services throughout Mexico’s metro stations in exchange for software licenses

☑

selected by Peruvian Navy to provide software licenses to ELL Technologies’ training products

☑

secured software licensing contracts for ELL Technologies’ programs with municipal government in Caldas Department, Colombia

☑

completed the development of ELL Technologies’ Winnie’s World, in HTML5 for the pre-kindergarten and kindergarten market

☑

awarded a large government contract with SENA, an organization under the Ministry of Labour of Colombia to build the world’s largest digital library of English language learning resources

●	Print-Based English Language Learning:

☑

co-published our 550 millionth unit of PEP Primary English and Strating Line programs with People’s Education Press in China

☑

conducted extensive teacher training initiatives and workshops

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

Over the last three quarters, our strategy has been to transition more and more of our business to online subscriptions and digital downloads that enable learners to bring your own device (“BYOD”) and beyond paper-based textbook publishing. We believe that these online subscription formats provide customers with an overall better learning experience, the flexibility to use our products on multiple platforms (i.e., beyond desktops to tablets and mobile extensions), and is a more economical and relevant way for us to deliver our products to customers.

As a result of strategic reorganization and realignment of the business, as of September 30, 2015, we had integrated Speak2Me Inc., Parlo Corp. and ELL Technologies Ltd. into one segment, ELL Technologies Ltd., and now operate only two segments. Our web-based online English language learning division is ELL Technologies Ltd. (“ELL Technologies”) and our print-based English language learning textbook publishing division is Lingo Learning Inc. (“Lingo Learning”).

Online English Language Learning

ELL Technologies, acquired in 2010, now offers over 2,000 hours of interactive learning through a number of product offerings that include Winnie’s World, English Academy, Scholar, Campus, Master and Business, in addition to custom solutions. ELL Technologies is marketed in 14 countries through a network of distributors and earns its revenues from licensing and subscription fees from its suite of web-based EdTech language learning products and applications.

At the time of the acquisition, ELL Technologies had an extensive existing product line which required substantial revisions in the technology platform and user interface. Over the past few years, our development team has engineered an eLearning platform and has been introducing new products to the market since the beginning of 2015, integrating cutting-edge technologies, solutions, content and pedagogy.

ELL Technologies’ high-tech, easy to implement eLearning Software-as-a-Service solutions have positioned the Company to teach the world English. As a result of ongoing investment into product development, we are able to provide learners of all ages and levels of English proficiency with a platform to further their language learning development. See our “Correlation Table” below:

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

The horizontal axis contains our product line and correlates to the vertical axis which contains the ages and levels of proficiency that the product has been designed for.

To summarize our 2015 product development achievements to date, we have:

●

developed of leading-edge technology tools including Lesson Builder and Course Builder

●

completed the redesign of Scholar and Master

●

digitized and released Campus

●

continuing to advance development of English Academy

●

completed six additional interactive environments in Winnie’s World

●

launched Winnie’s World in HTML5

●

released Phase I of our new Learning Management System

●

advanced the development of a new digital library of English language learning resources

All of our products have been designed for our proprietary learning management system which completes the suite of products and allows ELL Technologies to market and sell to academic institutions, governments and corporations. Educators who license the platform will be able to easily create, convert, edit, and arrange lessons and courses as they see fit. ELL Technologies retains all rights to user generated content to continuously expand its digital library.

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.

Print-Based English Language Learning

The Company continues to maintain its legacy 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 552 million units from its library of program titles.

Revenue Recognition Policy

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:

●	Finished Product Sales – PEP prints and sells Lingo Learning’s English language training programs to provincial distributors in China; and

●	Licensing Sales – PEP licenses Lingo Learning’s English language training programs to provincial publishers who then print and sell the programs to provincial distributors in China.

Lingo Learning earns significantly higher royalties from Licensing Sales compared to Finished Product Sales.

In accordance with the co-publishing agreements between PEP and Lingo Learning, PEP pays to Lingo Learning a royalty on sales of textbooks and supplemental products called Finished Product Sales. In addition, PEP pays to Lingo Learning a percentage of their royalties earned on actual revenues called Licensing Sales. PEP provides Lingo Learning with sales reconciliations on a semi-annual basis, as their reporting systems are not able to provide quarterly sales information. Revenue is recognized upon the confirmation of such sales and when collectability is reasonably assured.

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

Royalty revenues from PEP’s audiovisual-based products are recognized quarterly upon the confirmation of sales, and when collectability is reasonably assured. Royalty revenues are not subject to right of return or product warranties. Revenue from the sale of published and supplemental products is recognized upon delivery and when the risk of ownership is transferred and collectability is reasonably assured.

ELL Technologies has now fully-integrated Parlo and Speak2Me into its offerings, and it earns training revenue by developing and hosting online English language learning solutions for its customers, both off the shelf and customized solutions. Revenue is recognized upon delivery of the online courses to the end client through its distributor and when collectability is reasonably assured.

When the outcome of a contract cannot be reliably estimated, all contract related costs are expensed and revenues are recognized only to the extent that those costs are recoverable. When the uncertainties that prevented reliable estimation of the outcome of a contract no longer exist, contract revenue and expenses are recognized using the percentage of completion method. During the third quarter of 2015, the Company recognized revenue of $1,164,046 based on the percentage completion method as and when the collectability was assured.

Overall Performance

For the third quarter ended September 30, 2015, Lingo Media earned revenue of $1,203,201 as compared to $222,468, recording a 441% increase. As a result of the increased revenue, the Company recorded a net profit for the period of $700,408 as compared to a net loss $(179,146), an increase of 491%. The increase in revenue and net profit are primarily attributed to company’s sales and marketing efforts in Online English Language Learning segment of its business.

Online English Language Learning

ELL Technologies earned revenue from its portfolio of products of $1,164,046 for the quarter ended September 30, 2015, compared to $158,688 for the same period in 2014, an increase of 634%. This increase in sales is due to the Company maximizing its sales efforts related to its ELL Technologies’ redesigned suite of products. Since 2012, the Company has completely redesigned the user interface, learning management system and the multi-browser delivery system for desktops and tablets for its ELL Technologies suite of products including Winnie’s World, English Academy, Scholar, Campus Master and Business. The redesign has now been completed and full sales efforts have resumed and recorded a 634% increase in revenue in the 2015 third quarter as compared to the same period in 2014.

Print-Based English Language Learning

Lingo Media earned royalty revenue of $39,155 for the three months period ended September 30, 2015 compared to $63,780 for 2014 from People’s Education & Audio Visual Press.

According to the Company’s current practice of recording revenues from PEP, Lingo Media recognizes no revenues from its print-based English language learning business in the first and third quarters as the sales from print-based products in China are reported semi-annually in the second and fourth quarters.

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

Market Trends and Business Uncertainties

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

The British Council suggests that there are 1.6 Billion people learning English globally. English language learning products and services are a US$56.3 Billion global market notes Ambient Insight, who also forecasts digital English learning expenditures to account for US$3.1 Billion by 2018.

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%.

GSV Advisors forecasts digital English learning product expenditures to be US$2.5 Billion (or 7.3%) of the global market by 2016, with Latin America representing approximately US$260.9 Million of that figure. Students attending English language training (“ELT”) classes in Latin America accounted for approximately 14 per cent of worldwide revenues, or US$321-million in 2013. Growth has been very rapid in the region, and represents a particularly strong opportunity moving forward relative to other geographic regions. The remaining market for ELT is largely concentrated in Europe, the Middle East and Africa (45 per cent of revenues or US$1.04-billion) and the Asia Pacific region (35 per cent of revenues or US$825-million).

Lingo Media is uniquely positioned to take advantage of the market opportunity for teaching English in Latin America, China and other countries in Asia, with its scalable web-based 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 September 30, 2015 Lingo Media had working capital of $1,246,064 compared to a working capital deficiency of $(640,371) as at September 30, 2014. Total comprehensive income for the quarter ended September 30, 2015 was $631,730 compared to total comprehensive loss of $(255,659) for the quarter ended September 30, 2014.

Financial Highlights

The Quarter Ended September 30	2015		2014
Revenue
Print-Based English Language Learning	$	39,155	$	63,780
Online English Language Learning		1,164,046		158,688
		1,203,201		222,468
Net Profit for the Period		694,300		(179,146	)
Total Comprehensive Income		631,730		(255,659	)
Earnings /( Loss) per Share, Basic and Diluted:	$	0.023	$	(0.012	)
Total Assets		4,634,562		2,089,204
Working Capital / (Deficit)		1,246,064		(640,371	)
Cash Provided – Operations	$	545,323	$	25,390

The Company had cash on hand as at September 30, 2015 of $139,042 (2014 - $19,417) and accounts receivable of $2,277,971 (2014 - $996,465) to settle its current liabilities of $1,482,742 leaving a working capital balance of $1,246,064 (2014 – deficiency of $640,371).

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

Results of Operations

During the period, Lingo Media earned $1,164,046 in online licensing sales revenue as compared to $158,688 in 2014. This revenue increase from online English Language Learning is due to the fact that the Company has resumed its sales efforts related to its ELL Technologies redesigned suite of products. The Company has completely redesigned the user interface, learning management system and the multi-browser delivery system for desktops and tablets for its ELL Technologies suite of products including Winnie’s World, English Academy, Scholar, Campus Master and Business. The product overhaul has been completed and full sales efforts have resumed in 2015 and recorded a 634% increase in online English language learning revenue in the third quarter of 2015 as compared to the same period in 2014.

Revenues from Print-Based English language learning for the period were $39,155 compared to $63,780 for the same period in 2014. Direct costs associated with publishing revenue are kept to a minimum and has 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.

Selling, General and Administrative

Selling, general and administrative expenses were $340,691 compared to $205,626 in 2014. This increase was due to the increase of consulting fees & salaries in 2015. Selling, general and administrative expenses for the two segments are segregated below.

(i)

Print-Based English Language Learning

Selling, general and administrative cost for print-based publishing increased from $92,693 in the third quarter of 2014 to $113,237 in the third quarter of 2015 due to the increase on consulting and shareholder service fees. The following is a breakdown of selling, general and administrative costs directly related to print-based English language learning:

For the Quarter Ended September 30	2015			2014
Sales, marketing & administration	$	10,540		$	29,079
Consulting fees & salaries		75,957			62,597
Travel		11,467			11,097
Premises		27,738			32,079
Shareholder service		28,356			10,877
Professional fees		4,179			18,514
Less: Grants		(45,000	)		(71,550	)
	$	113,237		$	92,693

(ii)

Online English Language Learning

Selling, general and administrative costs related to online English language learning was $227,454 for the period compared to $112,933 for the same period in 2014. Selling, general and administrative costs for this business unit increased in 2015 as compared to 2014, which included an increase of sales, marketing and administration expenditures and shareholder services.

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

For the Quarter Ended September 30	2015		2014
Sales, marketing & administration	$	57,640	$	29,508
Consulting fees and salaries		11,026		50,860
Travel		4,587		3,594
Premises		12,000		8,742
Shareholder services		118,964		-
Professional fees		23,237		20,229
Less: Grants		-		-
	$	227,454	$	112,933
Total Selling and Administrative Expenses	$	340,691	$	205,626

Net Income

Total comprehensive income for the Company was $713,146 for the quarter ended September 30, 2015 as compared to total comprehensive loss of $(255,659) in 2014. Total comprehensive income can be attributed to the two operating segments as shown below:

Online ELL	2015			2014
Revenue	$	1,164,046		$	104,904
Expenses:
Direct costs		100,172			31,808
General & administrative		227,454			103,362
Amortization of property & equipment		1,638			1,125
Amortization of development costs		165,339			146,319
Income taxes and other taxes		-			-
		494,603			282,614
Segmented Profit /(Loss) - Online ELL		669,443			(177,710	)
Print-Based ELL
Revenue		39,155			772,975
Expenses:
Direct costs		21,592			18,594
General & administrative		113,237			165,666
Amortization of property & equipment		703			1,091
Income taxes and other taxes		6,108			122,136
		141,640			307,487
Segmented Profit – Print-Based ELL		(102,485	)		465,488
Total Segmented Profit / (Loss)		566,958			287,778
Other
Foreign exchange		175,335			(23,163	)
Interest and other financial expenses		(37,510	)		(46,982	)
Share-based payment		(10,483	)		-
Other comprehensive income		(62,570	)		(17,099	)
		64,772			(87,244	)
Total Comprehensive Income	$	631,730		$	200,534

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

Foreign Exchange

The Company recorded foreign exchange gain of $175,335 as compared to a gain of $110,176 in 2014, 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 US Dollars, European Euros, and Chinese Renminbi.

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 $10,483 compared to $29,319 during 2014.

Net Profit for the Period

The Company reported a net profit of $694,300 for the period as compared to a net loss of $(179,146) in 2014, an operational improvement of $873,446. This improvement is primarily attributed to increase in revenue of $980,733.

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 $637,730 for the quarter ended September 30, 2015, as compared to a total comprehensive loss of $(255,659) for same quarter in 2014. The earning per share for the quarter is $0.023 as compared to loss per share of $(0.01) in 2014.

Summary of Quarterly Results

	Q4-14		Q1-15			Q2-15		Q3-15
Revenue	$	1,176,066	$	651,627		$	1,794,659	$	1,203,201
Income / (Loss) Before Taxes and Other Comp Income		286,673		232,580			1,115,675		694,300
Total Comprehensive Income / (Loss)		344,096		146,598			993,552		631,730
Income / (Loss) per Basic and Diluted Share		0.01	$	0.01		$	0.04	$	0.023
	Q4-13		Q1-14			Q2-14		Q3-14
Revenue	$	1,024,555	$	236,051		$	877,879	$	222,468
Income / (Loss) Before Taxes and Other Comp Income		635,183		(44,110	)		339,769		(169,200	)
Total Comprehensive Income / (Loss)		446,766		(181,565	)		200,534		(255,659	)
Income / (Loss) per Basic and Diluted Share	$	0.02	$	(0.00	)		0.01		(0.01	)

Liquidity and Capital Resources

As at September 30, 2015, the Company had cash of $139,042 compared to $19,417 for the same period in 2014. Accounts and grants receivable of $2,277,971 were outstanding at the end of the period compared to $996,465 in the third quarter of 2014. With 39% of the receivables from PEP and the balance due from ELL customers with a 90 day collection cycle, the Company does not anticipate an effect on its liquidity. Total current assets amounted to $2,728,806 (2014 - $1,082,408) with current liabilities of $1,482,742 (2014 - $1,722,779) resulting in working capital of $1,246,064 (2014 - working capital deficit of $640,371).

The Company 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 the Company 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 Corporation (TSX-V: LM; OTCQB: LMDCF) Management Discussion & Analysis

The Company plans on raising additional working capital through an equity private placement financing or a debt financing, as the capital markets permit, in an effort to finance its growth plans and expansion into new international markets. The Company has been successful in raising sufficient working capital in the past.

The Company has incurred significant losses over the years. The Company’s success depends on the continued profitable commercialization of its online English language learning technology. Given the fact that the Company has had an increase in revenue of $980,733, increase in net profit of $873,446, and the Company’s current operating and financial plans, management of the Company believes that it will have sufficient access to financial resources to fund the Company’s planned operations through fiscal 2015.

On April 17, 2015, the Company closed a non-brokered private placement financing of 5,000,000 units at $0.10 per unit for gross proceeds of $500,000. Each Unit is comprised of one common share in the capital of the Company and one common share purchase warrant. Each Warrant entitles the holder to purchase one Common Share at an exercise price of $0.125 per share until April 17, 2016. No finders’ fee was paid. One director participated private placement financing. One director of the Company participated in the private placement and subscribed to 400,000 Units for a total price of $40,000

Off-Balance Sheet Arrangements

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

Contractual Obligations

Future minimum lease payments under operating leases for premises and equipment are as follows:

2015	$	54,020
2016		42,866
2017		-

Transactions with Related Parties

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.

For the nine month period ending September 30, 2015, key management compensation was $347,443 (2014 – $8268,098) and is reflected as management fees and sales commissions paid to corporations owned by a director and officers of the Company. As of September 30, 2015, $199,837 (2014 - $423,076) of management compensation is deferred and included in accounts payable.

At September 30, 2015, the Company had loans payable due to corporations controlled by directors and officers of the Company in the amount of $480,000 (2014 - $480,000) bearing interest at 9% per annum. Interest expense related to these loans is $32,311 (2014 - $32,311).

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

Additional Disclosure

Intangibles

	Software & Web Development		Content Platform		Content Development		Total
Cost, January 1, 2014	$	7,225,065	$	1,477,112	$	-	$	8,702,177
Additions		394,671		-		-		394,671
Effect of foreign exchange		7,081		-		-		7,081
Cost, September 30, 2014		7,626,817		1,477,112		-		9,103,929
Additions		149,964		-		-		149,964
Effect of foreign exchange		4,830		-		-		4,830
Cost, December 31, 2014		7,781,611		1,477,112		-		9,258,723
Additions		586,360		-		813,393		1,399,754
Effect of foreign exchange		21,952		-		-		21,952
Cost, September 30, 2015	$	8,389,923	$	1,477,112	$	813,393	$	10,680,429

	Software & Web Development		Content Platform		Content Development		Total
Accumulated depreciation, January 1, 2014	$	6,763,414	$	1,061,868	$	-	$	7,825,282
Charge for the period		208,579		220,960		-		429,539
Effect of foreign exchange		2,495		-		-		2,495
Accumulated depreciation, September 30, 2014		6,974,488		1,282,827		-		8,257,315
Charge for the period		78,856		74,463		-		153,319
Effect of foreign exchange		491		-		-		491
Accumulated depreciation, December 31, 2014		7,053,835		1,357,290		-		8,411,125
Charge for the period		356,413		119,822		43,534		519,769
Effect of foreign exchange		14,563		-		-		14,563
Accumulated depreciation, September 30, 2015	$	7,424,811	$	1,477,112	$	43,534	$	8,945,458

Net book value, December 31, 2014	$	727,776	$	119,822		-	$	847,598
Net book value, September 30, 2015	$	965,112	$	-	$	769,859	$	1,734,971

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

Property and Equipment

Cost, January 1, 2014	$	215,599
Additions		3,277
Disposal		(53,494	)
Effect of foreign exchange		1,016
Cost, September 30, 2014		166,398
Additions		6,259
Disposal		11,943
Effect of foreign exchange		(10,921	)
Cost, December 31, 2014		173,679
Additions		13,281
Disposal		(5,000	)
Effect of foreign exchange		4,665
Cost, September 30, 2015	$	186,625

Accumulated depreciation, January 1, 2014	$	183,673
Charge for the period		5,272
Disposal		(44,276	)
Effect of foreign exchange		1,165
Accumulated depreciation, September 30, 2014		145,834
Charge for the period		2,114
Disposal		10,498
Effect of foreign exchange		(9,573	)
Accumulated depreciation, December 31, 2014		148,873
Charge for the period		6,237
Disposal		(4,046	)
Effect of foreign exchange		4,394
Accumulated depreciation, September 30, 2015	$	155,458

Net book value, January 1, 2014	$	31,926
Net book value, December 31, 2014	$	24,806
Net book value, June 30, 2015	$	31,167

Disclosure of Outstanding Share Data

As of November 30, 2015, the followings are outstanding:

Common Shares – 28,862,509

Warrants – 9,333,668

Stock Options – 3,459,168

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; OTCQB: LMDCF) Management Discussion & Analysis

Exhibit 99.1

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

I, MICHAEL KRAFT, 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 SEPTEMBER 30, 2015.

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.

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: November _30__, 2015

signed “Michael Kraft”


Michael Kraft
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.

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 SEPTEMBER 30, 2015.

Date: November _30__, 2015

signed “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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