What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2020-10-20 compared with 2020-07-20 · 209 added, 102 removed, 780 unchanged (29% of the section changed)

41 unchanged sentences

If our assumptions regarding these risks and uncertainties are incorrect or change, or if we do not address

these risks successfully, our results of operations could differ materially from our expectations and our business, financial condition

and results of operations could be adversely affected.

these risks successfully, our results of operations could differ materially from our expectations and our business, financial condition and results of operations could be adversely

We have a history of net losses

2 unchanged sentences

history we have experienced net losses.

We generated a net loss of approximately $0.58 million during the three months ended May

31, 2020 and net losses of approximately $3.0 million, $2.9 million and $1.8 million for the years ended February 28, 2020, 2019

We generated a net loss of approximately $1.53 million during the six month period ended

August 31, 2020 and net losses of approximately $3.0 million, $2.9 million and $1.8 million for the years ended February 28, 2020,

2019 and 2018, respectively.

As of May 31, 2020 and February 28, 2020, we had an accumulated deficit of approximately $8.4 million and

$7.8 million, respectively.

As of August 31, 2020 and February 29, 2020, we had an accumulated deficit of approximately $9.4 million

and $7.8 million, respectively.

We have not achieved profitability, and we may not realize sufficient revenue to achieve profitability

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personnel, particularly in critical areas of our business, we may not achieve our strategic goals.

Our concentration of earnings from two telecommunications

companies may have a material adverse affect on our financial condition and results of operations.

Our concentration of earnings

from two telecommunications companies may have a material adverse affect on our financial condition and results of operations.

We currently derive substantially

52 unchanged sentences

We cannot be certain that our insurance coverage will be adequate for data handling or data security liabilities actually

incurred, that insurance will continue to be available to us on commercially reasonable

terms, or at all, or that any insurer will not deny coverage as to any future claim.

incurred, that insurance will continue to be available to us on commercially reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim.

The successful assertion of one or more large

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However, these products may ultimately be unsuccessful.

We may be subject to claims, lawsuits, government investigations

and other proceedings that may adversely affect our business, financial condition and results of operations.

We may be subject to claims,

lawsuits, government investigations and other proceedings that may adversely affect our business, financial condition and results

of operations .

We may be subject to claims, lawsuits,

65 unchanged sentences

offerings), effort and expense and may ultimately not be successful.

Any of these events could adversely affect our business,

financial condition and results of operations.

Any of these events could adversely affect our business, financial

condition and results of operations.

Risks Related to Our Securities

42 unchanged sentences

Others have been adopted by companies in response to the requirements of national securities exchanges, such as the

NYSE or the Nasdaq Stock Market, on which their

securities are listed.

NYSE or the Nasdaq Stock Market, on which their securities are listed.

Among the corporate governance measures that are required under the rules of national securities exchanges

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independence, audit committee oversight and the adoption of a code of ethics.

We have not yet adopted any

of these corporate governance measures such as an audit or other independent committees of our board of directors.

We have not yet adopted any of

these corporate governance measures such as an audit or other independent committees of our board of directors.

Additionally,

46 unchanged sentences

requirements.

Our Common Shares are considered

“penny stock”.

Our Common Shares are considered “penny

stock”.

The SEC has adopted Rule 15g-9 which generally defines “penny stock”

to be any equity

security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to

certain exceptions.

to be any equity security that

has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions.

The price of our Common Shares is significantly less than $5.00 per share.

This designation imposes

additional sales practice requirements on broker-dealers who sell to persons other than established customers and

“accredited investors”.

The penny stock rules require a broker-dealer buying securities to disclose certain

information concerning the transaction, obtain a written agreement from the purchaser and determine that the purchaser is

reasonably suitable to purchase the securities given the increased risks generally inherent in penny stocks.

These rules may

restrict the ability and/or willingness of brokers or dealers to buy or sell our Common Shares, either directly or on behalf

of their clients, may discourage potential stockholders from purchasing our Common Shares, or may adversely affect the

ability of stockholders to sell their shares.

Financial Industry Regulatory Authority (“FINRA”)

sales practice requirements may also limit a shareholder’s ability to buy and sell our Common Shares, which could depress

the price of our Common Shares.

This designation imposes additional sales practice

requirements on broker-dealers who sell to persons other than established customers and “accredited investors”.

penny stock rules require a broker-dealer buying securities to disclose certain information concerning the transaction, obtain

a written agreement from the purchaser and determine that the purchaser is reasonably suitable to purchase the securities given

the increased risks generally inherent in penny stocks.

These rules may restrict the ability and/or willingness of brokers or

dealers to buy or sell our Common Shares, either directly or on behalf of their clients, may discourage potential stockholders

from purchasing our Common Shares, or may adversely affect the ability of stockholders to sell their shares.

Financial Industry Regulatory Authority

(“FINRA”) sales practice requirements may also limit a shareholder’s ability to buy and sell our Common Shares,

which could depress the price of our Common Shares.

In addition to the “penny stock”

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have potential conflicts of interest with our company which may adversely affect our business.

Li Li is the CEO, director and

is also the shareholder of JiuGe Technology.

There could be conflicts that arise from time to time between our interests and

the interests of Ms.

There could also be conflicts that arise between us and JiuGe Technology that would require our

shareholders and JiuGe Technology’s shareholders to vote on corporate actions necessary to resolve the conflict.

can be no assurance in any such circumstances that Ms.

Li will vote her shares in our best interest or otherwise act in the

best interests of our company.

Li fails to act in our best interests, our operating performance and future growth

could be adversely affected.

Li Li is the CEO, director and is

also the shareholder of JiuGe Technology.

There could be conflicts that arise from time to time between our interests and the interests

There could also be conflicts that arise between us and JiuGe Technology that would require our shareholders and JiuGe

Technology’s shareholders to vote on corporate actions necessary to resolve the conflict.

There can be no assurance in any

such circumstances that Ms.

Li will vote her shares in our best interest or otherwise act in the best interests of our company.

Li fails to act in our best interests, our operating performance and future growth could be adversely affected.

We rely on the approval certificates

47 unchanged sentences

Our principal operating subsidiary and affiliate, JiuGe Management

and JiuGe Technology, are subject to laws and regulations applicable to foreign investments in China and, in particular, laws applicable

to foreign-invested enterprises.

The PRC legal system is based on written statutes, and prior court decisions may be cited for

reference but have limited precedential value.

Since 1979, a series of new PRC laws and regulations have significantly enhanced

the protections afforded to various forms of foreign investments in China.

However, since the PRC legal system continues to evolve

rapidly, the interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations

and rules involves uncertainties, which may limit legal protections available to you and us.

In addition, any litigation in China

may be protracted and result in substantial costs and diversion of resources and management attention.

In addition, most of our

executive officers and all of our directors are not residents of the United States, and substantially all the assets of these persons

are located outside the United States.

As a result, it could be difficult for investors to effect service of process in the United

States or to enforce a judgment obtained in the United States against our Chinese operations, subsidiary and affiliate.

and JiuGe Technology, are subject to laws and regulations applicable to foreign investments in China and, in particular, laws

applicable to foreign-invested enterprises.

The PRC legal system is based on written statutes, and prior court decisions may be

cited for reference but have limited precedential value.

Since 1979, a series of new PRC laws and regulations have significantly

enhanced the protections afforded to various forms of foreign investments in China.

However, since the PRC legal system continues

to evolve rapidly, the interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws,

regulations and rules involves uncertainties, which may limit legal protections available to you and us.

In addition, any litigation

in China may be protracted and result in substantial costs and diversion of resources and management attention.

In addition, most

of our executive officers and all of our directors are not residents of the United States, and substantially all the assets of

these persons are located outside the United States.

As a result, it could be difficult for investors to effect service of process

in the United States or to enforce a judgment obtained in the United States against our Chinese operations, subsidiary and affiliate.

You may have difficulty enforcing judgments against

53 unchanged sentences

which could inhibit economic activity in China, and thereby harm the market for our products and our company.

Restrictions on currency exchange

may limit our ability to receive and use our revenues effectively.

Restrictions on currency exchange may limit our ability

to receive and use our revenues effectively.

The majority of our revenues will

be settled in Chinese Renminbi (RMB), and any future restrictions on currency exchanges may limit our ability to use revenue generated

in RMB to fund any future business activities outside China or to make dividend or other

payments in U.S.

Although the Chinese government introduced regulations in 1996 to allow greater convertibility of the

RMB for current account transactions, significant restrictions still remain, including primarily the restriction that foreign-invested

enterprises may only buy, sell or remit foreign currencies after providing valid commercial documents, at those banks in China

authorized to conduct foreign exchange business.

In addition, conversion of RMB for capital account items, including direct investment

and loans, is subject to governmental approval in China, and companies are required to open and maintain separate foreign exchange

accounts for capital account items.

We cannot be certain that the Chinese regulatory authorities will not impose more stringent

restrictions on the convertibility of the RMB.

Fluctuations in exchange

rates could adversely affect our business and the value of our securities.

in RMB to fund any future business activities outside China or to make dividend or other payments in U.S.

Chinese government introduced regulations in 1996 to allow greater convertibility of the RMB for current account transactions,

significant restrictions still remain, including primarily the restriction that foreign-invested enterprises may only buy, sell

or remit foreign currencies after providing valid commercial documents, at those banks in China authorized to conduct foreign exchange

In addition, conversion of RMB for capital account items, including direct investment and loans, is subject to governmental

approval in China, and companies are required to open and maintain separate foreign exchange accounts for capital account items.

We cannot be certain that the Chinese regulatory authorities will not impose more stringent restrictions on the convertibility

Fluctuations in exchange rates

could adversely affect our business and the value of our securities.

The value of our common stock will

40 unchanged sentences

and otherwise fund and conduct our business.

Failure to comply with PRC regulations relating to

the establishment of offshore special purpose companies by PRC residents may subject our PRC resident shareholders to personal

liability, limit our ability to acquire PRC companies or to inject capital into our PRC subsidiary or affiliate, limit our PRC

subsidiary’s and affiliate’s ability to distribute profits to us or otherwise materially adversely affect us.

Failure to comply with PRC

regulations relating to the establishment of offshore special purpose companies by PRC residents may subject our PRC resident shareholders

to personal liability, limit our ability to acquire PRC companies or to inject capital into our PRC subsidiary or affiliate, limit

our PRC subsidiary’s and affiliate’s ability to distribute profits to us or otherwise materially adversely affect us.

In October 2005, the Chinese State

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bribery of government officials.

Our activities in China create the

risk of unauthorized payments or offers of payments by our executive officers, employees, consultants, sales agents or other representatives

of our Company, even though they may not always be subject to our control.

It is our policy to implement safeguards to discourage

these practices by our employees.

However, our existing safeguards and any future improvements may prove to be less than effective,

and the executive officers, employees, consultants, sales agents or other representatives of our Company may engage in conduct

for which we might be held responsible.

Violations of the FCPA or Chinese anti-corruption laws may result in severe criminal or

civil sanctions, and we may be subject to other liabilities, which could negatively affect our business, operating results and

financial condition.

Our activities in China create the risk of unauthorized payments or offers of payments by our

executive officers, employees, consultants, sales agents or other representatives of our Company, even though they may not always

be subject to our control.

It is our policy to implement safeguards to discourage these practices by our employees.

existing safeguards and any future improvements may prove to be less than effective, and the executive officers, employees, consultants,

sales agents or other representatives of our Company may engage in conduct for which we might be held responsible.

of the FCPA or Chinese anti-corruption laws may result in severe criminal or civil sanctions, and we may be subject to other liabilities,

which could negatively affect our business, operating results and financial condition.

In addition, the U.S.

government may seek to hold our Company liable for successor liability FCPA violations

committed by companies in which we invest or that we acquire.

Because our business

is located in the PRC, we may have difficulty establishing adequate management, legal and financial controls, which we are required

to do in order to comply with U.S.

government may seek

to hold our Company liable for successor liability FCPA violations committed by companies in which we invest or that we acquire.

Because our business is located

in the PRC, we may have difficulty establishing adequate management, legal and financial controls, which we are required to do

in order to comply with U.S.

securities laws.

30 unchanged sentences

the exemption from registration under the Securities Act provided by Section 4(a)(2) for the issuance to the individuals who are

On Jul 22, 2020, we cancelled 150,000 shares

of our common stock which we issued to three individuals pursuant to a financial advisory services agreement on May 8, 2020.

On September 24, 2020, we issued 40,000 shares

of our common stock to one entity pursuant to a settlement agreement, dated September 4, 2020, with respect to a Business Development

Consulting Agreement, dated June 11, 2020, at a deemed price of $3.40 per share.

We relied upon the exemption from registration

under the Securities Act provided by Rule 903 of Regulation S promulgated under the Securities Act with respect to such issuance

as the securities were issued to the entity through an offshore transaction which was negotiated and consummated outside of the

United States.

On September 25, 2020, we issued 34,104 shares

or our common stock at a deemed price of $3.90 per share to one entity pursuant to a marketing services agreement.

the exemption from registration under the Securities Act provided by Rule 903 of Regulation S promulgated under the Securities

Act for the issuance of such share as the securities were issued to the entity through an offshore transaction which was negotiated

and consummated outside of the United States.

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

We relied upon the exemption from registration under the Securities Act provided by Rule 506(b) and/or Section 4(a)(2)

of the Securities Act for the issuance of the shares to the one U.S.

In addition, we relied upon the exemption from registration

under the Securities Act provided by Rule 903 of Regulation S promulgated under the Securities Act for the issuance of shares to

the four non-U.S.

persons as the securities were issued to the individuals through offshore transactions which were negotiated

and consummated outside of the United States.

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.

We relied upon the exemption from registration under the Securities Act provided by Rule 506(b) and/or

Section 4(a)(2) of the Securities Act for the issuance of the Units to U.S.

In addition, we relied upon the exemption

from registration under the Securities Act provided by Rule 903 of Regulation S promulgated under the Securities Act for the issuance

of Units to non-U.S.

persons as the securities were issued to the individuals/entities through offshore transactions which were

negotiated and consummated outside of the United States.

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.

We relied upon the exemption from registration under the Securities Act provided by Rule 903 of Regulation S promulgated under

the Securities Act for the issuance of shares to the one non-U.S.

person as the securities were issued to the individual through

an offshore transaction which were negotiated and consummated outside of the United States.

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

We relied upon the exemption from registration under the Securities Act provided by Rule 903 of Regulation S promulgated

under the Securities Act for the issuance of shares to the four non-U.S.

persons as the securities were issued to the individuals

through offshore transactions which were negotiated and consummated outside of the United States.

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.

relied upon the exemption from registration under the Securities Act provided by Rule 903 of Regulation S promulgated under the

Securities Act for the issuance of Units to the non-U.S.

person as the securities were issued to the individual through an offshore

transaction which were negotiated and consummated outside of the United States.

ITEM 3 –

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OTHER INFORMATION

On May 1, 2020, we issued an aggregate of 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.

We relied on the exemption from registration under the Securities Act provided by Rule

903 of Regulation S promulgated under the Securities Act for the issuance of such shares as the securities were issued to the individuals

and the entities through offshore transactions which were negotiated and consummated outside of the United States.

On May 8, 2020, we issued an aggregate of 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

We relied on the exemption from registration under the Securities Act provided by Section 4(a)(2) for the issuance to

the individuals who are U.S.

On May 15, 2020, we issued 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.

the exemption from registration under the Securities Act provided by Section 4(a)(2) for the issuance to the individuals who are

On Jul 22, 2020, we cancelled 150,000 shares

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

On September 25, 2020, we issued 34,104 shares

or our common stock at a deemed price of $3.90 per share to one entity pursuant to a marketing services agreement.

the exemption from registration under the Securities Act provided by Rule 903 of Regulation S promulgated under the Securities

Act for the issuance of such share as the securities were issued to the entity through an offshore transaction which was negotiated

and consummated outside of the United States.

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

We relied upon the exemption from registration under the Securities Act provided by Rule 506(b) and/or Section 4(a)(2)

of the Securities Act for the issuance of the shares to the one U.S.

In addition, we relied upon the exemption from registration

under the Securities Act provided by Rule 903 of Regulation S promulgated under the Securities Act for the issuance of shares to

the four non-U.S.

persons as the securities were issued to the individuals through offshore transactions which were negotiated

and consummated outside of the United States.

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.

We relied upon the exemption from registration under the Securities Act provided by

Rule 506(b) and/or Section 4(a)(2) of the Securities Act for the issuance of the Units to U.S.

In addition, we relied

upon the exemption from registration under the Securities Act provided by Rule 903 of Regulation S promulgated under the Securities

Act for the issuance of Units to non-U.S.

persons as the securities were issued to the individuals/entities through offshore transactions

which were negotiated and consummated outside of the United States.

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.

We relied upon the exemption from registration under the Securities Act provided by Rule 903 of Regulation S promulgated under

the Securities Act for the issuance of shares to the one non-U.S.

person as the securities were issued to the individual through

an offshore transaction which were negotiated and consummated outside of the United States.

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

We relied upon the exemption from registration under the Securities Act provided by Rule 903 of Regulation S promulgated

under the Securities Act for the issuance of shares to the four non-U.S.

persons as the securities were issued to the individuals

through offshore transactions which were negotiated and consummated outside of the United States.

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.

relied upon the exemption from registration under the Securities Act provided by Rule 903 of Regulation S promulgated under the

Securities Act for the issuance of Units to the non-U.S.

person as the securities were issued to the individual through an offshore

transaction which were negotiated and consummated outside of the United States.

ITEM 6 –

2 unchanged sentences

Certification of Chief Executive Officer and Chief Financial Officer pursuant to the Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

Certifications pursuant to the Securities Exchange

Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley

Certifications pursuant to the Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

XBRL Instance Document

8 unchanged sentences

FINGERMOTION, INC.

July 20, 2020

October 20, 2020

/s/ Martin J.

3 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 1A. Risk Factors