What changed in this filing

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Item 1. Financial Statements

2020-10-20 compared with 2020-07-20 · 507 added, 240 removed, 819 unchanged (48% of the section changed)

3 unchanged sentences

CONDENSED CONSOLIDATED INTERIM FINANCIAL

For the three months ended May 31, 2020

For the six months ended August 31, 2020

(Unaudited - Expressed in U.S.

1 unchanged sentence

fka Property Management Corp of America

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets

Current Assets

9 unchanged sentences

Accrual and other payables

Loan payable, current portion

Due to related parties

Stock subscription payables

Convertible notes payable

Lease liability

Lease liability, current portion

Non-current Liabilities

Loan payable, non-current portion

Lease liability, non-current portion

TOTAL LIABILITIES

4 unchanged sentences

Common Stock, par value $.0001 per share;

200,000,000 shares;

issued and outstanding 33,892,953 shares

and 25,847,953 issued and outstanding at May 31, 2020

and February 29, 2020 respectively

Common stock subscribed

Authorized 200,000,000 shares;

issued and outstanding 33,742,953 shares and 25,847,953 issued and outstanding at August 31, 2020 and February 29, 2020 respectively

Additional paid-in capital

6 unchanged sentences

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

The accompanying notes are an integral

part of these condensed consolidated financial statements.

FingerMotion, Inc.

fka Property Management Corp of America

Condensed Consolidated Statements of

Three Months Ended

Condensed Consolidated Statements of Operations

Three Months Ended August 31,

Six Months Ended August 31,

Cost of revenue

1 unchanged sentence

Amortization & depreciation

General & administrative expesnes

Research & Development

General & administrative expenses

Marketing Cost

Research & Development - Big Data

Stock compensation expenses

8 unchanged sentences

$ (1,538,767 )

$ (1,779,175 )

Net profit attributable to the non-controlling interest

1 unchanged sentence

$ (1,539,100 )

$ (1,779,175 )

Other comprehensive income:

1 unchanged sentence

Comprehensive loss

$ (1,527,361 )

$ (1,774,441 )

comprehensive income (loss) attributable to non-controlling interest

Comprehensive loss attributable to the Company

$ (1,527,457 )

$ (1,774,441 )

NET LOSS PER SHARE

6 unchanged sentences

Wgt Ave Common Shares Outstanding - Diluted

The accompanying notes are an integral

part of these condensed consolidated financial statements.

FingerMotion, Inc.

fka Property Management Corp of America

Condensed Consolidated Statement of

Shareholders’

Accumulated Other

Condensed Consolidated Statement of Shareholders' Equity

Comprehensive

2 unchanged sentences

Balance at March 1, 2020

Common stock issued for cash

Common stock issued for professional service

Execution of convertible notes

Stock subscribed

Accumulated other comprehensive income

Balance at May 31, 2020

Stock subscribed / (cancelled)

Accumulated other comprehensive income

Balance at Aug 31, 2020

Comprehensive

5 unchanged sentences

Common stock issued for professional service

Stock subscribed

Accumulated other comprehensive income

Balance at May 31, 2019

The accompanying notes are an integral

part of these condensed consolidated financial statements.

Impact of Adoption of ASU 2016-02, Leases (Topic 842)

Common stock issued for cash

Common stock issued for professional service

Execution of convertible notes

Accumulated other comprehensive income

Balance at August 31, 2019

FingerMotion, Inc.

fka Property Management Corp of America

Condensed Consolidated Statements

of Cash Flows

Three Months Ended

Condensed Consolidated Statements of Cash Flows

Six Months Ended August 31,

$ (1,538,767 )

Adjustments to reconcile decrease in net assets to net cash

provided by operating activities:

$ (1,779,175 )

Adjustments to reconcile net loss to net cash provided by (used in)

operating activities:

Share based compensation expenses

Amortization and depreciation

Amortization of right of use assets

Written off of goodwill

Forgiveness of debt

Change in operating assets and liabilities:

2 unchanged sentences

(Increase) decrease in other receivable

(Increase) decrease in right-of-use asset

Increase (decrease) in accounts payable

2 unchanged sentences

Increase (decrease) in due to lease liability

Cash used in operating activities

Net Cash provided by (used in) operating activities

Cash flows from investing activities

Purchase of equipment

(Increase) in licenses

Net cash provided by investing activities

Net cash provided by (used in) investing activities

Cash flows from financing activities

Notes payable

Proceeds from issuance of shares

Common stock issued in reverse merger

Repayment to note payable

Proceeds from loan payable

Common stock issued for cash

Net cash provided by financing activities

Cancellation of shares

Net cash provided by (used in) financing activities

Effect of exchange rates on cash and cash equivalents

4 unchanged sentences

Interest paid

The accompanying notes are an integral

part of these condensed consolidated financial statements.

FINGERMOTION, INC.

Three months ended May 31, 2020 and 2019

Six months ended August 31, 2020 and

Notes to the Condensed Consolidated Financial

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JiuGe customers at discounted rates.

Note 2 - Summary of Principal Accounting

Suzhou BuGuNiao, a 99% owned subsidiary of

JiuGe Technology, was set up in July 2020 with the key objective to continuing embarking with our research and development strategy

with our focus to strengthen our ongoing effort in the online space.

This Studio will be based in Suzhou, China.

We will be tabling

a full plan in the next few months for board approvals.

FINGERMOTION, INC.

Six months ended August 31, 2020 and

Notes to the Condensed Consolidated Financial

Note 2 - Summary of Principal Accounting Policies

Principles of Consolidation and Presentation

7 unchanged sentences

accounts, transactions, and profits have been eliminated upon consolidation.

FINGERMOTION, INC.

Three months ended May 31, 2020 and 2019

Notes to the Condensed Consolidated Financial

Variable interest entity

24 unchanged sentences

The following assets and liabilities of the

VIE & VIE Subsidiary are included in the accompanying consolidated financial statements of the Company as of May 31, 2020 and

February 29, 2020:

VIE & VIE Subsidiary are included in the accompanying consolidated financial statements of the Company as of August 31, 2020

and February 29, 2020:

August 31, 2020

February 29, 2020

5 unchanged sentences

FINGERMOTION, INC.

Three months ended May 31, 2020 and 2019

Six months ended August 31, 2020 and

Notes to the Condensed Consolidated Financial

Note 2 - Summary of Principal Accounting

Policies (Continued)

Assets and liabilities of the VIE Subsidiary

August 31, 2020

February 29, 2020

5 unchanged sentences

Result of VIE

For the Three Months Ended May 31, 2020

For the Three Months Ended May 31, 2019

For the Six Months Ended August 31,

Cost of revenue

11 unchanged sentences

FINGERMOTION, INC.

Three months ended May 31, 2020 and 2019

Six months ended August 31, 2020 and

Notes to the Condensed Consolidated Financial

Note 2 - Summary of Principal Accounting

Policies (Continued)

Operating Result of VIE Subsidiary

For the Three Months Ended May 31, 2020

For the Three Months Ended May 31, 2019

For the Six Months Ended August 31,

Cost of revenue

$ (5,042,299 )

$ (1,353,245 )

Gross profit (loss)

9 unchanged sentences

Net profit (loss)

FINGERMOTION, INC.

Three months ended May 31, 2020 and 2019

Notes to the Condensed Consolidated Financial

Use of Estimates

17 unchanged sentences

intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

FINGERMOTION, INC.

Six months ended August 31, 2020 and

Notes to the Condensed Consolidated Financial

Note 2 - Summary of Principal Accounting Policies (Continued)

Impairment of Long-Lived Assets

29 unchanged sentences

that the Company’s estimate of the provision for allowances will change.

FINGERMOTION, INC.

Three months ended May 31, 2020 and 2019

Notes to the Condensed Consolidated Financial

Operating and finance lease right-of-use assets

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months or less and are readily convertible to known amounts of cash.

FINGERMOTION, INC.

Six months ended August 31, 2020 and

Notes to the Condensed Consolidated Financial

Note 2 - Summary of Principal Accounting

Policies (Continued)

Property and Equipment

29 unchanged sentences

in exchange for those goods or services recognized as performance obligations are satisfied.

FINGERMOTION, INC.

Three months ended May 31, 2020 and 2019

Notes to the Condensed Consolidated Financial

Revenue Recognition (continued)

The Company has assessed the impact of the

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offer other services such as hosting, which are recognized over the period for when services are performed.

FINGERMOTION, INC.

Six months ended August 31, 2020 and

Notes to the Condensed Consolidated Financial

Note 2 - Summary of Principal Accounting

Policies (Continued)

The Company uses the asset and liability method

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The Company had an accumulated deficit of $9,365,854

and $7,826,754 as at May 31, 2020 and February 29, 2020 respectively, and had a net loss of $578,051 and $1,012,626 for the three

months ended May 31, 2020 and 2019, respectively.

and $7,826,754 as at August 31, 2020 and February 29, 2020 respectively, and had a net loss of $1,538,767 and $1,779,175 for the

six months ended August 31, 2020 and 2019, respectively.

The Company’s continuation as a going

concern is dependent on its ability to obtain additional financing to fund operations, implement its business model, and ultimately,

attain profitable operations.

The Company will need to secure additional funds through various means, including equity and debt

financing or any similar financing.

There can be no assurance that the Company will be able to obtain additional equity or debt

financing, if and when needed, on terms acceptable to the Company, or at all.

Any additional equity or debt financing may involve

substantial dilution to the Company’s stockholders, restrictive covenants or high interest costs.

The Company’s long-term

liquidity also depends upon its ability to generate revenues and achieve profitability.

FINGERMOTION, INC.

Three months ended May 31, 2020 and 2019

Six months ended August 31, 2020 and

Notes to the Condensed Consolidated Financial

Note 3 –

Going Concern (Continued)

The Company’s continuation

as a going concern is dependent on its ability to obtain additional financing to fund operations, implement its business model,

and ultimately, attain profitable operations.

The Company will need to secure additional funds through various means, including

equity and debt financing or any similar financing.

There can be no assurance that the Company will be able to obtain additional

equity or debt financing, if and when needed, on terms acceptable to the Company, or at all.

Any additional equity or debt financing

may involve substantial dilution to the Company’s stockholders, restrictive covenants or high interest costs.

The Company’s

long-term liquidity also depends upon its ability to generate revenues and achieve profitability.

Note 4 - Revenue

We recorded $2,742,934 and $933,269

in revenue, respectively, for the three months ended May 31, 2020 and 2019.

The increase of $1,809,665 resulted from the consolidation

of the VIE entities & its subsidiary and the new business model.

For the Three Months Ended

We recorded $6,363,988 and $2,972,745 in revenue,

respectively, for the six months ended August 31, 2020 and 2019.

The increase of $3,391,242 resulted from the consolidation of

the VIE entities & its subsidiary and the new business model.

For the Six Months Ended

August 31, 2020

August 31, 2019

Mobile Recharge

Note 5 –

At May 31, 2020 and February 29, 2020,

the company has the following amounts related to tangible assets:

At August 31, 2020 and February 29, 2020, the

company has the following amounts related to tangible assets:

August 31, 2020

February 29, 2020

3 unchanged sentences

for the equipment.

Depreciation expense for the three months ended May 31, 2020 and 2019 totaled $2,445 and $1,235, respectively.

FINGERMOTION, INC.

Three months ended May 31, 2020 and 2019

Notes to the Condensed Consolidated Financial

Depreciation expense for the six months ended August 31, 2020 and 2019 totaled $7,617 and $2,779, respectively.

Note 6 –

6 unchanged sentences

Mobile for SMS.

August 31, 2020

February 29, 2020

5 unchanged sentences

Prepayment and deposit

August 31, 2020

February 29, 2020

4 unchanged sentences

Prepayment and deposit

FINGERMOTION, INC.

Six months ended August 31, 2020 and

Notes to the Condensed Consolidated Financial

Note 7 –

3 unchanged sentences

The terms of operating leases are one to two years.

These operating leases are included in "Right-of-use

Asset" on the Company's Consolidated Balance Sheet and represent the Company’s right to use the underlying asset for

These operating leases are included in "Right-of-use

on the Company's Consolidated Balance Sheet and represent the Company’s right to use the underlying asset for

the lease term.

The Company’s obligation to make lease payments are included in "Lease liability" on the Company's

The Company’s obligation to make lease payments are included in "Lease liability"

on the Company's

Consolidated Balance Sheet.

3 unchanged sentences

All operating lease expense is recognized

on a straight-line basis over the lease term in the three months ended May 31, 2020.

FINGERMOTION, INC.

Three months ended May 31, 2020 and 2019

Notes to the Condensed Consolidated Financial

Note 7 –

Right-of-use Asset and Lease

Liability (Continued)

on a straight-line basis over the lease term in the six months ended August 31, 2020.

Information related to the Company's right-of-use

assets and related lease liabilities were as follows:

August 31, 2020

February 29, 2020

Right-of-use asset

Right-of-use asset, net

Lease liability

2 unchanged sentences

Total lease liability

August 31, 2020

Remaining lease term and discount rate

2 unchanged sentences

The following table summarizes the future minimum

lease payments due under the Company's operating leases as of May 31, 2020:

2021 and there after

Note 8 - Convertible notes payables

lease payments due under the Company's operating leases as of August 31, 2020:

imputed interest

Note 8 - Convertible Note Payable

A Note Payable having a Face Value of $1,000,000

at May 31, 2020 and accruing interest at 5% is due Oct 9, 2020.

at August 31, 2020 and accruing interest at 5% is due Oct 9, 2020.

The note is convertible anytime from the date of issuance into

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recognized at conversion.

Note 9 - Note payable

A note payable having a face value of $66,000

at May 31, 2020 and accruing interest at 0% is due May 21, 2021.

FINGERMOTION, INC.

Three months ended May 31, 2020 and 2019

Six months ended August 31, 2020 and

Notes to the Condensed Consolidated Financial

Note 9 - Note Payable

A Note Payable having a Face Value of $66,000

at August 31, 2020 and accruing interest at 0% is due May 21, 2021.

Note 10 - Loan Payable

The following table summarizes loan principal

due by the Company as of August 31, 2020:

August 31, 2020

Liew Yow Ming

From Apr 8, 2020 to Apr 7, 2022

Liew Yow Ming

From Apr 16, 2020 to Apr 15, 2022

Liew Yow Ming

From Jul 29, 2020 to Jan 28, 2021

Liew Yow Ming is a non-controlling stockholder

of the Company.

Loans from Mr.

Liew Yow Ming are fixed at rate of 20% per annum.

Interest expenses incurred on loans payable for

the six months ended was $67,991.

Note 11 - Common Stock

3 unchanged sentences

change of the Company from Property Management Corporation of America to FingerMotion, Inc.

(the "Corporate Actions").

The Corporate Actions and the Amended Articles became effective on June 21, 2017.

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of promissory notes in the aggregate amount of $220,000 plus interest of $22,000.

FINGERMOTION, INC.

Six months ended August 31, 2020 and

Notes to the Condensed Consolidated Financial

Note 11 - Common Stock (Continued)

The company issued an aggregate of 44,000 shares

3 unchanged sentences

shares of common stock to consultants for the three months ended May 31, 2020 for consideration of $283,575.

7,645,000 shares of

our common stock at a deemed price of $0.20 per share to 24 individuals and two entities pursuant to consulting agreements, management

agreements and to employees.

150,000 shares of our common stock at a deemed

price of $0.40 per share to three individuals pursuant to a financial advisory services agreement and 250,000 shares of our common

stock at a deemed price of $0.25 per share to one entity pursuant to a management consulting agreement.

FINGERMOTION, INC.

Three months ended May 31, 2020 and 2019

Notes to the Condensed Consolidated Financial

7,645,000 shares

of our common stock at a deemed price of $0.20 per share to 24 individuals and two entities pursuant to consulting agreements,

management agreements and to employees.

150,000 shares of our common stock at a deemed price of $0.40 per share to three individuals

pursuant to a financial advisory services agreement and 250,000 shares of our common stock at a deemed price of $0.25 per share

to one entity pursuant to a management consulting agreement.

On Jul 22, 2020, the Company cancelled 150,000

shares of our common stock which issued to three individuals pursuant to a financial advisory services agreement in last quarter.

During the quarter ended August 31, 2020, the

Company received (i) $415,000 from subscriptions for the purchase of 830,000 shares of our common stock at a price of $0.50 per

share from five individuals, (ii) $445,800 from subscriptions for the purchase of 445,800 units at a price of $1.00 per unit from

13 individuals and 3 entities, whereby each unit is comprised of one share of our common stock and one common stock purchase warrant

with each warrant entitling the holder to purchase one additional share of common stock at an exercise price of $2.00 per share

and having an expiry date of two years from the date of issuance, and (iii) $322,500 from subscriptions for the purchase of 215,000

shares of our common stock at a price of $1.50 per share from four individuals;

which securities were not issued as of August 31,

Note 12 - Earnings Per Share

1 unchanged sentence

earnings per common share:

For the Three Months Ended

For the Six Months Ended

August 31, 2020

August 31, 2019

Numerator - basic and diluted

$ (1,538,767 )

$ (1,779,175 )

Weighted average number of common shares outstanding —basic

2 unchanged sentences

Loss per common share —

FINGERMOTION, INC.

Six months ended August 31, 2020 and

Notes to the Condensed Consolidated Financial

Note 13 - Income Taxes

7 unchanged sentences

The Company generated a taxable loss for

the three months ended May 31, 2020 and 2019.

the six months ended August 31, 2020 and 2019.

Finger Motion Company Limited is incorporated

1 unchanged sentence

Finger Motion Company Limited did not earn any income that was derived

in Hong Kong for the three months ended May 31, 2020 and 2019.

in Hong Kong for the six months ended August 31, 2020 and 2019.

The People’s Republic of China (PRC)

JiuGe Management, JiuGe Technology and Beijing

XunLian were incorporated in the People’s Republic of China and subject to PRC income tax at 25%.

FINGERMOTION, INC.

Three months ended May 31, 2020 and 2019

Notes to the Condensed Consolidated Financial

Note 12 –

Income Taxes (Continued)

JiuGe Management, JiuGe Technology, Beijing

XunLian and BuGuNiao were incorporated in the People’s Republic of China and subject to PRC income tax at 25%.

Income tax mainly consists of foreign income

1 unchanged sentence

The Company’s effective income tax rates for

the three months ended May 31, 2020 and 2019 are as follows:

For the Three Months Ended

the six months ended August 31, 2020 and 2019 are as follows:

For the Six Months Ended

August 31, 2020

August 31, 2019

statutory tax rate

3 unchanged sentences

Effective tax rate

At May 31, 2020 and February 29, 2020, the

At August 31, 2020 and February 29, 2020, the

Company has a deferred tax asset of $384,775 and $750,024, resulting from certain net operating losses in U.S., respectively.

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or all of the valuation allowance.

At May 31, 2020 and February 29, 2020, the valuation allowance was $144,519 and $750,024, respectively.

At August 31, 2020 and February 29, 2020, the valuation allowance was $384,775 and $750,024,

respectively.

August 31, 2020

February 29, 2020

3 unchanged sentences

FINGERMOTION, INC.

Three months ended May 31, 2020 and 2019

Six months ended August 31, 2020 and

Notes to the Condensed Consolidated Financial

1 unchanged sentence

Acquisition of Beijing XunLian

On March 7, 2019, JiuGe Technology

also acquired 99% of equity interest of Beijing XunLian, a subsidiary that provides bulk distribution of SMS messages for JiuGe

customers at discounted rates.

The following table summarizes the consideration

paid for Beijing XunLian and the amounts of the assets acquired and liabilities assumed recognized at the acquisition date.

Consideration

8 unchanged sentences

Relationship with the Company

Non-controlling Stockholder, Director of Shanghai JiuGe Information Technology Co., Ltd.

The Company had the following related party balances at May 31, 2020 and February 29, 2020:

Non-controlling Stockholder, Director of Shanghai JiuGe Technology Information Co Ltd

Liew Yow Ming

Non-controlling Stockholder

The Company had the following related party balances at August 31, 2020 and February 29, 2020:

August 31, 2020

February 29, 2020

2 unchanged sentences

$ (1,351,107 )

The amount due to related party is without interest and due

August 31, 2020

February 29, 2020

Loan payables

Liew Yow Ming

Loans from Mr.

Liew Yow Ming are fixed at rate of 20%

per annum with a fixed repayment term.

FINGERMOTION, INC.

Three months ended May 31, 2020 and 2019

Six months ended August 31, 2020 and

Notes to the Condensed Consolidated Financial

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The Company has analyzed its operations subsequent

to May 31, 2020 to the date these unaudited condensed consolidated financial statements were issued, finding that the impact of

COVID-19 on the Company is minimal.

to August 31, 2020 to the date these unaudited condensed consolidated financial statements were issued, finding that the impact

of COVID-19 on the Company is minimal.

As the Country have been slowly reopening with more businesses and the enforcing on strict

3 unchanged sentences

point in time where it may impact the growth of the business, all of which are uncertain and cannot be predicted at this point.

Subsequent to August 31, 2020, the Company

received (i) $100,000 from a subscription for the purchase of 100,000 shares of our common stock at a price of $1.00 per share

from one individuals, (ii) $75,000 from a subscription for the purchase of 50,000 shares of our common stock at a price of $1.50

per share from one individual and (iii) $75,000 from a subscription for the purchase of 50,000 units at a price of $1.50 per unit

from one individual, whereby each unit is comprised of one share of our common stock and one common stock purchase warrant with

each warrant entitling the holder to purchase one additional share of common stock at an exercise price of $3.00 per share and

having an expiry date of two years from the date of issuance.

On October 19, 2020, the Company issued 830,000

shares of common stock to five individuals due to the closing of its private placement at $0.50 per share for gross proceeds of

On October 19, the Company issued 438,500 units

(each, a “Unit”) to 12 individuals and three entities due to a closing of its private placement at $1.00 per Unit for

gross proceeds of $438,500.

Each Unit consists of one share of our common stock and one common stock purchase warrant (each, a

“Warrant”) with each Warrant entitling the holder thereof to purchase one additional share of our common stock (each,

a “Warrant Share”) at an exercise price of $2.00 per Warrant Share having an expiry date of two years from the date

of issuance of the Warrants.

On October 19, 2020, the Company issued 100,000

shares of common stock to one individual due to the closing of its private placement at $1.00 per share for gross proceeds of $100,000.

On October 19, 2020, the Company issued 265,000

shares of common stock to four individuals due to the closing of its private placement at $1.50 per share for gross proceeds of

On October 19, 2020, the Company issued 50,000

units (each, a “Unit”) to one individual due to a closing of its private placement at $1.50 per Unit for gross proceeds

Each Unit consists of one share of our common stock and one common stock purchase warrant (each, a “Warrant”)

with each Warrant entitling the holder thereof to purchase one additional share of our common stock (each, a “Warrant Share”)

at an exercise price of $3.00 per Warrant Share having an expiry date of two years from the date of issuance of the Warrants.

Except for the above, the Company has determined

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and assumptions set forth in reports and other documents we have filed with or furnished to the SEC and, including, without limitation,

this Quarterly Report on Form 10-Q for the three months ended May 31, 2020, and our Annual Report on Form 10-K for the fiscal year

ended February 29, 2020, including the consolidated financial statements and related notes contained therein.

These factors, or

any one of them, may cause our actual results or actions in the future to differ materially from any forward-looking statement

this Quarterly Report on Form 10-Q for the six months ended August 31, 2020, and our Annual Report on Form 10-K for the fiscal

year ended February 29, 2020, including the consolidated financial statements and related notes contained therein.

These factors,

or any one of them, may cause our actual results or actions in the future to differ materially from any forward-looking statement

made in this document.

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This MD&A is focused on material changes

in our financial condition from February 29, 2020, our most recently completed year end, to May 31, 2020, and our results of operations

for the three months ended May 31, 2020, and should be read in conjunction with Item 7, Management’s Discussion and Analysis

of Financial Condition and Results of Operations as contained in our Annual Report on Form 10-K for the fiscal year ended February

in our financial condition from February 29, 2020, our most recently completed year end, to August 31, 2020, and our results of

operations for the three and six months ended August 31, 2020, and should be read in conjunction with Item 7, Management’s

Discussion and Analysis of Financial Condition and Results of Operations as contained in our Annual Report on Form 10-K for the

fiscal year ended February 29, 2020.

Corporate Information

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accredited investors, which was a concurrent financing but not a condition of closing the Share Exchange Agreement.

As a result of the Share Exchange Agreement and the other

transactions contemplated thereunder, FMCL became a wholly owned subsidiary of the Company.

FMCL, a Hong Kong corporation, was

formed on April 6, 2016 and is an information technology company that specializes in operating and publishing mobile games.

operate our video game division through FMCL.

As a result of the Share Exchange Agreement

and the other transactions contemplated thereunder, FMCL became a wholly owned subsidiary of the Company.

FMCL, a Hong Kong corporation,

was formed on April 6, 2016 and is an information technology company that specializes in operating and publishing mobile games.

We operate our video game division through FMCL.

On October 16, 2018, the Company, through its

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Beijing XunLian TianXia Technology Co., Ltd.

Suzhou BuGuNiao Digital Technology Co., Ltd.

(1) Finger Motion Company Limited is a wholly-owned subsidiary of FingerMotion,

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of Shanghai JiuGe Information Ttechnology Co., Ltd.

(7) Suzhou BuGuNiao Digital Technology Co., Ltd.

is a 99% owned subsidiary

of Shanghai JiuGe Information Technology Co., Ltd.

We operate three principal lines of business,

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allow users to download games rather than visiting retailers.

Video game publishers are

expanding their direct-to-consumer channels, with mobile gaming current growth leader, and eSports and virtual reality gaining

momentum as the next big sectors.

This is the business focus for FMCL.

In June 2018, FMCL temporarily paused

its publishing and operating plans for existing games and other projects.

The Company’s board of directors decided to re-focus

the Company’s resources into the new business opportunities in China, particularly the mobile data business.

Video game publishers are expanding their direct-to-consumer channels,

with mobile gaming current growth leader, and eSports and virtual reality gaining momentum as the next big sectors.

business focus for FMCL.

In June 2018, FMCL temporarily paused its publishing

and operating plans for existing games and other projects.

The Company’s board of directors decided to re-focus the Company’s

resources into the new business opportunities in China, particularly the mobile data business.

We conduct our mobile payment and recharge

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amounts by which we discount the mobile data and talk time sold through our platform.

Recent Developments

In March 2019, JiuGe Technology acquired Beijing

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Results of Operations

Three Months Ended May 31, 2020 Compared to Three Months

Ended May 31, 2019

Three Months Ended August 31, 2020 Compared to Three Months

Ended August 31, 2019

The following table sets forth our results

3 unchanged sentences

$ (3,362,663 )

$ (1,832,747 )

Total operating expenses

2 unchanged sentences

Net Loss attributable to the Company’s shareholders

$ (1,012,626 )

Foreign currency translation adjustment

4 unchanged sentences

its three lines of business for the periods indicated:

For the Three Months Ended

Mobile Recharge

Total Revenue

We recorded $2,742,934 in revenue for the quarter

ended May 31, 2020, an increase of $1,809,665 or 194%, compared to the quarter ended May 31, 2019.

This increase resulted from

an increase in revenue of $2,166,815 from our SMS business, offset in part by a decrease of $357,150 from our mobile recharge business.

As previously disclosed, in June 2018, we paused our publishing and operating plans for existing games other projects and decided

to re-focus the Company’s resources on the mobile data business, which has produced higher levels of revenue for the Company.

We principally earn revenue by providing mobile payment and recharge services to customers of telecommunications companies in China.

Specifically, we earn a negotiated rebate amount from the telecommunications companies for all monies paid by consumers to those

companies that we process.

As we continue to develop our mobile recharge business, we expect that revenues will continue to grow.

We also earned revenue during the most recently completed fiscal quarter from our newly acquired SMS texting service, which business

only recently became a part of the Company.

The Company expects and hopes that the SMS texting service business will continue to

provide solid revenue for the Company in the future.

the Three Months Ended

We recorded $3,621,054 in revenue for the three

month period ended August 31, 2020, an increase of $1,581,578 or 77.5%, compared to the three month period ended August 31, 2019.

This increase resulted from an increase in revenue of $33,099 and $1,616,586 from our Sim Card and SMS businesses, respectively,

offset in part by a decrease of $68,107 from our mobile recharge business.

As previously disclosed, in June 2018, we paused our

publishing and operating plans for existing games other projects and decided to re-focus the Company’s resources on the mobile

data business, which has produced higher levels of revenue for the Company.

We principally earn revenue by providing mobile payment

and recharge services to customers of telecommunications companies in China.

Specifically, we earn a negotiated rebate amount from

the telecommunications companies for all monies paid by consumers to those companies that we process.

As we continue to develop

our mobile recharge business, we expect that revenues will continue to grow.

We also earned revenue during the most recently completed

fiscal quarter from our newly acquired SMS texting service, which business only recently became a part of the Company.

expects and hopes that the SMS texting service business will continue to provide solid revenue for the Company in the future.

In the quarter results, JiuGe Technology added

a new business unit partnering with both China Mobile and China Unicom in offering and marketing subscription plans for new subscribers.

This is strategic partnership between Telcos and JiuGe Technology, as JiuGe Technology will be leveraging on its expertise in digital

marketing and cooperation with major e-commerce platforms in China to assist Telcos to expand its subscribers base and extend its

new 5G products to subscribers in most efficient and cost-effective approach.

JiuGe Technology will be earning both an upfront

commission plus the recurring revenue share of the newly acquired subscribers.

Marketing costs have been incurred during the period

to secure all these acquisitions where revenue flow will be spread over the next 12 to 15 months based on the agreement secured

with the Telcos for different provinces.

This is still at preliminary but JiuGe Technology is positive on the profitability of

this business unit and will contribute to the total revenue stream to the Company.

Cost of Revenue

5 unchanged sentences

We recorded $3,362,663 in costs of revenue

for the quarter ended May 31, 2020, an increase of $1,596,852 or 188%, compared to the quarter ended May 31, 2019.

As previously

mentioned, we principally earn revenue by providing mobile payment and recharge services to customers of telecommunications companies

To earn this revenue, we incur certain customer acquisition costs, including discounts to our customers and promotional

expenses, which is reflected in our cost of revenue.

for the three month period ended August 31, 2020, an increase of $1,529,916 or 83%, compared to the three month period ended August

As previously mentioned, we principally earn revenue by providing mobile payment and recharge services to customers of

telecommunications companies in China.

To earn this revenue, we incur certain customer acquisition costs, including discounts to

our customers and promotional expenses, which is reflected in our cost of revenue.

Gross profit (loss)

Our gross profit for the quarter ended May

31, 2020 was $294,439, an increase of $212,813 or 261%, compared to the quarter ended May 31, 2019.

This increase in gross profit

resulted from higher revenue for the period.

Our gross profit for the three month period

ended August 31, 2020 was $258,391, an increase of $51,662 or 25%, compared to the three month period ended August 31, 2019.

increase in gross profit resulted from higher revenue and margin for the period.

Amortization & Depreciation

We recorded depreciation of $5,172 for fixed

assets for the quarter ended May 31, 2020, a decrease of $8,573 or 78%, compared to the quarter ended May 31, 2019.

This decrease

resulted as a portion of our intangible assets have been fully amortized.

assets for the three month period ended August 31, 2020, a decrease of $6,155 or 54%, compared to the three month period ended

August 31, 2019.

This decrease resulted as a portion of our intangible assets have been fully amortized.

General & Administrative Expenses

4 unchanged sentences

Salaries and Wages

Technical Fee

Total G&A Expenses

We recorded $842,977 in general and administrative

expenses for the quarter ended May 31, 2020, an increase of $117,568 or 19%, compared to the quarter ended May 31, 2019.

The increased

staff salaries are principally the result of the building of our mobile recharge business and SMS business.

expenses for the three month period ended August 31, 2020, an increase of $256,599 or 44%, compared to the three month period ended

August 31, 2019.

The increased staff salaries, IT and technical fees are principally the result of the building of our mobile recharge

business, SMS and Sim Card businesses.

Marketing Cost

The following table sets forth the Company’s

marketing cost for the periods indicated:

For the Three Months Ended

Marketing Cost

We incurred fees of $131,256 in marketing cost

in the second quarter ended August 31, 2020 for our new Sim Card business.

Research & Development

2 unchanged sentences

For the Three Months Ended

Research & Development

Research & Development –

We incurred fees of $123,534 in research &

development for the quarter ended May 31, 2020 as compared to $58,603 for the quarter ended May 31, 2019.

The increase of 45,007

or 77% was due to increase in headcount for the Research & Development team.

development for the three month period ended August 31, 2020 as compared to $125,385 for the three month period ended August 31,

The decrease of $1,851 or 1.5% was due to the foreign currency translation in salaries for the Research & Development

The Insurtech division of Finger Motion that

17 unchanged sentences

We incurred fees of $50,033 in share issuance

for consultants in consideration of the services which have provided to the company for the quarter ended May 31, 2020 as compared

to $405,744 for the quarter ended May 31, 2019.

The decrease of $384,067 or 95% was due to the shares for 2020 consultancy services

were issued at lower deemed price.

for consultants in consideration of the services which have been provided to the company for the three month period ended August

31, 2020 as compared to $255,744 for the three month period ended August 31, 2019.

The decrease of $205,711 or 80% was due to the

shares for 2020 consultancy services were issued at lower deemed price.

Operating Expenses

We recorded $1,152,972 in operating expenses

for the quarter ended May 31, 2020, as compared to $1,099,836 in operating expenses for the quarter ended May 31, 2019.

of $230,065 or 21%, for the quarter ended May 31, 2019 is as set forth above.

for the three month period ended August 31, 2020, as compared to $978,834 in operating expenses for the three month period ended

August 31, 2019.

The increase of $174,138 or 18%, for the three month period ended August 31, 2019 is as set forth above.

As a result of the foregoing, our net loss

for the quarter ended May 31, 2020 was $578,051, a decrease of $434,575 or 43%, compared to the quarter ended May 31, 2019.

for the three month period ended August 31, 2020 was $894,581, an increase of $122,476 or 16%, compared to the three month period

ended August 31, 2019.

Six Months Ended August 31, 2020 Compared to Six Months Ended

August 31, 2019

The following table sets forth our results

of operations for the periods indicated:

For the Six Months Ended

Cost of revenue

$ (5,811,158 )

$ (2,684,390 )

Total operating expenses

$ (2,022,743 )

$ (2,078,670 )

Total other income (expenses)

Net Loss attributable to the Company’s shareholders

$ (1,539,100 )

$ (1,779,175 )

Foreign currency translation adjustment

Comprehensive loss attributable to the Company

$ (1,527,457 )

$ (1,774,441 )

Basic Loss Per Share attributable to the Company

Diluted Loss Per Share attributable to the Company

The following table sets forth the Company’s revenue from

its three lines of business for the periods indicated:

For the Six Months Ended

Mobile Recharge

Total Revenue

We recorded $6,363,988 in revenue for the six

month period ended August 31, 2020, an increase of $3,391,243 or 114%, compared to the six month period ended August 31, 2019.

increase resulted from an increase in revenue of $33,099 and $3,783,401 from our Sim Card and SMS businesses, respectively, offset

in part by a decrease of $425,258 from our mobile recharge business.

As previously disclosed, in June 2018, we paused our publishing

and operating plans for existing games other projects and decided to re-focus the Company’s resources on the mobile data

business, which has produced higher levels of revenue for the Company.

We principally earn revenue by providing mobile payment

and recharge services to customers of telecommunications companies in China.

Specifically, we earn a negotiated rebate amount from

the telecommunications companies for all monies paid by consumers to those companies that we process.

As we continue to develop

our mobile recharge business, we expect that revenues will continue to grow.

We also earned revenue during the most recently completed

fiscal quarter from our newly acquired SMS texting service, which business only recently became a part of the Company.

expects and hopes that the SMS texting service business will continue to provide solid revenue for the Company in the future.

In the quarter results, JiuGe Technology added

a new business unit partnering with both China Mobile and China Unicom in offering and marketing subscription plans for new subscribers.

This is strategic partnership between Telcos and JiuGe Technology, as JiuGe Technology will be leveraging on its expertise in digital

marketing and cooperation with major e-commerce platforms in China to assist Telcos to expand its subscribers base and extend its

new 5G products to subscribers in most efficient and cost-effective approach.

JiuGe Technology will be earning both an upfront

commission plus the recurring revenue share of the newly acquired subscribers.

Marketing costs have been incurred during the period

to secure all these acquisitions where revenue flow will be spread over the next 12 to 15 months based on the agreement secured

with the Telcos for different provinces.

This is still at preliminary but JiuGe Technology is positive on the profitability of

this business unit and will contribute to the total revenue stream to the Company.

Cost of Revenue

The following table sets forth the Company’s cost of revenue

for the periods indicated:

For the Six Months Ended

Mobile Recharge

Total Cost of Revenue

We recorded $5,811,158 in costs of revenue

for the six month period ended August 31, 2020, an increase of $3,126,768 or 116%, compared to the six month period ended August

As previously mentioned, we principally earn revenue by providing mobile payment and recharge services to customers of

telecommunications companies in China.

To earn this revenue, we incur certain customer acquisition costs, including discounts to

our customers and promotional expenses, which is reflected in our cost of revenue.

Gross profit (loss)

Our gross profit for the six month period ended

August 31, 2020 was $552,830, an increase of $264,475 or 92%, compared to the six month period ended August 31, 2019.

This increase

in gross profit resulted from higher revenue and margin for the period.

Amortization & Depreciation

We recorded depreciation of $7,617 for fixed

assets for the six month period ended August 31, 2020, a decrease of $14,728 or 66%, compared to the six month period ended August

This decrease resulted as a portion of our intangible assets have been fully amortized.

General & Administrative Expenses

The following table sets forth the Company’s

general and administrative expenses for the periods indicated:

For the Six Months Ended

Entertainment

Salaries and Wages

Technical Fee

Total G&A Expenses

We recorded $1,585,016 in general and administrative

expenses for the six month period ended August 31, 2020, an increase of $374,167 or 31%, compared to the six month period ended

August 31, 2019.

The increased staff salaries, IT and technical fees are principally the result of the building of our mobile recharge

business and SMS and Sim Card businesses.

Marketing Cost

The following table sets forth the Company’s

marketing cost for the periods indicated:

For the Six Months Ended

Marketing Cost

We incurred fees of $131,256 in marketing cost

in the second quarter ended August 31, 2020 for our new Sim Card business.

Research & Development

The following table sets forth the Company’s

research & development for the periods indicated:

For the Six Months Ended

Research & Development –

We incurred fees of $227,144 in research &

development for the six month period ended August 31, 2020 as compared to $183,988 for the six month period ended August 31, 2019.

The increase of $43,156 or 23% was due to increase in headcount for the Research & Development team.

The Insurtech division of Finger Motion that

focus on consumer behavioral insights extraction for the purpose of risk assessment.

Insights are derived from various data sources

with the primary sources being the telecommunication data.

The initial phase of business application is to focus on insurance industry

particularly in the area of underwriting risk rating, complementary claims adjudication and assessment, and risk segmentation &

market penetration.

This division comprises of experienced actuaries,

data scientists and computer programmers.

The expenses for research & development

include associated wages and salaries, data access fees and IT infrastructure.

The 1 st stage of prototyping on

Phase 1 - analytical framework and business applications have been completed and target to commercialize by mid of 2021.

Share Compensation Expenses

The following table sets forth the Company’s

share compensation expenses for the periods indicated:

For the Six Months Ended

Share compensation expenses

We incurred fees of $71,710 in share issuance

for consultants in consideration of the services which have been provided to the company for the six month period ended August

31, 2020 as compared to $661,488 for the six month period ended August 31, 2019.

The decrease of $589,778 or 89% was due to the

shares for 2020 consultancy services were issued at lower deemed price.

Operating Expenses

We recorded $2,022,743 in operating expenses

for the six month period ended August 31, 2020, as compared to $2,078,670 in operating expenses for the six month period ended

August 31, 2019.

The decrease of $55,928 or 3%, for the six month period ended August 31, 2019 is as set forth above.

As a result of the foregoing, our net loss

for the six month period ended August 31, 2020 was $1,469,913, a decrease of $320,402 or 18%, compared to the six month period

ended August 31, 2019.

Liquidity and Capital Resources

At May 31, 2020, we had cash and cash equivalents

At August 31, 2020, we had cash and cash equivalents

of $419,707 as compared to cash and cash equivalents of $102,919 at February 29, 2020.

4 unchanged sentences

hand fluctuates significantly from period to period.

The significant cash reduction reflected on our balance sheet as of May 31,

The significant cash reduction reflected on our balance sheet as of August

31, 2020, when compared to the year ended February 29, 2020, is the result of our making large deposits with our telecommunications

16 unchanged sentences

We did, however, raise $196,865 through the sale of shares of our common stock in private placement transactions exempt

from the registration requirements of the Securities Act of 1933 during the quarter ended May 31, 2020.

from the registration requirements of the Securities Act of 1933 during the six month period ended August 31, 2020.

Statement of Cashflows

1 unchanged sentence

flows for the periods presented:

For the Three Months Ended

For the Six Months Ended

Net cash used in operating activities

$ (1,218,461 )

$ (1,723,711 )

Net cash used in investing activities

2 unchanged sentences

Net (decrease) increase in cash and cash equivalents

$ (1,185,623 )

Cash Flow used in Operating Activities

Net cash used in operating activities decreased

by $1,957,232 in the three months ended May 31, 2020 compared to the three months ended May 31, 2019, primarily due to a decrease

in accounts receivable of $946,180 (May 31, 2019:

($112,557)), decrease in other receivable of $63,252 (May 31, 2019:

increase in accrual and other payable of $774,884 (May 31, 2019 :

$125,344), offset by an increase in prepayment and deposit of

($1,020,797) (May 31, 2019 :

($1,486,825)), decrease in accounts payable of ($171,481) (May 31, 2019:

$725,801), decrease in due

to related parties of ($220,384) (May 31, 2019:

by $505,250 in the six months ended August 31, 2020 compared to the six months ended August 31, 2019, primarily due to increase

in accrual and other payable of $3,287,009 (Aug.

$274,454) offset by an increase in accounts receivable of ($822,292)

($716,050)), increase in prepayment and deposit of ($1,333,951) (Aug.

($1,121,680)), increase in other

receivable of ($267,715) (Aug.

($525,228)), decrease in accounts payable of ($245,206) (Aug.

$1,657,137), decrease

in due to related parties of ($377,125) (Aug.

($206,272)) and decrease in lease liability of ($6,995) (Aug.

Cash Flow used in Investing

During the quarter ended May 31, 2020, investing

activities increased by $5,390 compared to quarter ended May 31, 2019, mainly due to the increase in purchase of equipment.

During the six month period ended August 31,

2020, investing activities increased by $103,986 compared to the six month period ended August 31, 2019, mainly due to the increase

in the purchase of equipment.

Cash Flow provided by Financing

During the quarter ended May 31, 2020, financing

activities decreased by $695,819 compared to the quarter ended May 31, 2019, primarily due to decrease in proceeds from issuance

During the six month period ended August 31,

2020, financing activities increased by $672,734 compared to the six month period ended August 31, 2019, primarily due to loan

from non-controlling stockholder.

Trends and Uncertainties

The impact of Coronavirus (COVID-19)

The Company has analyzed its operations and

has found that the impact of COVID-19 on the Company is minimal.

As the PRC has been reopening with more businesses and the enforcing

on strict controls by the PRC Government on the containment of the spread of this virus since March, the Company’s business

is expected to continually improve for the fiscal year 2021.

However, there will be a possibility that the outbreak may worsen

at a later point in time where it may impact the growth of the business, all of which are uncertain and cannot be predicted at

Off-Balance Sheet Arrangements

3 unchanged sentences

Subsequent Events

The impact of Coronavirus (COVID-19)

The Company has analyzed its operations subsequent

to May 31, 2020 to the date these unaudited condensed consolidated financial statements were issued, finding that the impact of

COVID-19 on the Company is minimal.

As the Country have been slowly reopening with more businesses and the enforcing on strict

controls by the Government on the containment of the spread of this virus since March, the Company business will likely be seen

to be continually improves for the fiscal year 2020.

However, there will be a possibility that the outbreak may worsen at a later

point in time where it may impact the growth of the business, all of which are uncertain and cannot be predicted at this point.

Except for the above, the Company has determined

that it does not have any material subsequent events to disclose in these unaudited condensed consolidated financial statements.

Subsequent to August 31, 2020, the Company

received (i) $100,000 from a subscription for the purchase of 100,000 shares of our common stock at a price of $1.00 per share

from one individuals, (ii) $75,000 from a subscription for the purchase of 50,000 shares of our common stock at a price of $1.50

per share from one individual and (iii) $75,000 from a subscription for the purchase of 50,000 units at a price of $1.50 per unit

from one individual, whereby each unit is comprised of one share of our common stock and one common stock purchase warrant with

each warrant entitling the holder to purchase one additional share of common stock at an exercise price of $3.00 per share and

having an expiry date of two years from the date of issuance.

On October 19, 2020, the Company issued 830,000

shares of common stock to five individuals due to the closing of its private placement at $0.50 per share for gross proceeds of

On October 19, the Company issued 438,500 units

(each, a “Unit”) to 12 individuals and three entities due to a closing of its private placement at $1.00 per Unit for

gross proceeds of $438,500.

Each Unit consists of one share of our common stock and one common stock purchase warrant (each, a

“Warrant”) with each Warrant entitling the holder thereof to purchase one additional share of our common stock (each,

a “Warrant Share”) at an exercise price of $2.00 per Warrant Share having an expiry date of two years from the date

of issuance of the Warrants.

On October 19, 2020, the Company issued 100,000

shares of common stock to one individual due to the closing of its private placement at $1.00 per share for gross proceeds of $100,000.

On October 19, 2020, the Company issued 265,000

shares of common stock to four individuals due to the closing of its private placement at $1.50 per share for gross proceeds of

On October 19, 2020, the Company issued 50,000

units (each, a “Unit”) to one individual due to a closing of its private placement at $1.50 per Unit for gross proceeds

Each Unit consists of one share of our common stock and one common stock purchase warrant (each, a “Warrant”)

with each Warrant entitling the holder thereof to purchase one additional share of our common stock (each, a “Warrant Share”)

at an exercise price of $3.00 per Warrant Share having an expiry date of two years from the date of issuance of the Warrants.

Critical Accounting Policies

12 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements