What changed in this filing

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Item 1. Financial Statements

2021-01-14 compared with 2020-10-20 · 464 added, 384 removed, 942 unchanged (47% of the section changed)

3 unchanged sentences

CONDENSED CONSOLIDATED INTERIM FINANCIAL

For the six months ended August 31, 2020

For the nine months ended November 30, 2020

(Unaudited - Expressed in U.S.

FingerMotion, Inc.

fka Property Management Corp of America

Condensed Consolidated Balance Sheets

FingerMotion,

Property Management Corp of America

Consolidated Balance Sheets

Current Assets

2 unchanged sentences

Equipment (net of $21,921 and $9,618 depreciation)

Intangible assets (net of $248,578 and $200,000 depreciation)

Prepayment and deposit

16 unchanged sentences

Preferred stock, par value $.0001 per share;

1,000,000 shares;

Authorized 1,000,000 shares;

issued and outstanding -0- shares.

1 unchanged sentence

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

issued and outstanding 36,200,557 shares and 25,847,953 issued and outstanding at November 30, 2020 and February 29, 2020 respectively

Additional paid-in capital

Accumulated deficit

(10,074,007 )

Accumulated other comprehensive income

4 unchanged sentences

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

FingerMotion, Inc.

fka Property Management Corp of America

Condensed Consolidated Statements of Operations

Three Months Ended August 31,

Six Months Ended August 31,

FingerMotion,

Property Management Corp of America

Consolidated Statements of Operations

Three Months Ended

Nine Months Ended

Cost of revenue

(10,072,216 )

Gross profit (loss)

35 unchanged sentences

Wgt Ave Common Shares Outstanding - Diluted

FingerMotion, Inc.

fka Property Management Corp of America

Condensed Consolidated Statement of Shareholders' Equity

FingerMotion,

Property Management Corp of America

Consolidated Statement of Shareholders’

Comprehensive

7 unchanged sentences

Accumulated other comprehensive income

Balance at Aug 31, 2020

Balance at August 31, 2020

Common stock issued for cash

Common stock issued for professional service

Accumulated other comprehensive income

Balance at November 30, 2020

(10,074,007 )

Comprehensive

13 unchanged sentences

Balance at August 31, 2019

FingerMotion, Inc.

fka Property Management Corp of America

Condensed Consolidated Statements of Cash Flows

Six Months Ended August 31,

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

Common stock issued for cash

Accumulated other comprehensive income

Balance at November 30, 2019

FingerMotion,

Property Management Corp of America

Consolidated Statements of Cash Flows

Nine Months Ended

$ (2,244,413 )

$ (2,275,868 )

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

operating activities:

Adjustments to reconcile net loss to net cash provided by

(used in) operating activities:

Share based compensation expenses

6 unchanged sentences

(Increase) decrease in other receivable

(Increase) decrease in inventories

Increase (decrease) in accounts payable

5 unchanged sentences

Purchase of equipment

(Increase) in intangible assets

Net cash provided by (used in) investing activities

Cash flows from financing activities

Repayment to note payable

Proceeds from loan payable

Repayment to notes payable

Proceed from loan payable

Advances from stock subscription payable

Common stock issued for cash

8 unchanged sentences

FINGERMOTION, INC.

Six months ended August 31, 2020 and

Nine months ended November 30, 2020 and

Notes to the Condensed Consolidated Financial

56 unchanged sentences

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

Finger Motion Financial Group Limited was

organized on December 10, 2019 and is 100% owned by FingerMotion, Inc.

This company is currently dormant and was organized as

a holding company for Finger Motion Financial Company Limited, which was organized on January 24, 2020, which is 100% owned by

Finger Motion Financial Group Limited.

Finger Motion Financial Company Limited is currently dormant and was organized to operate

the insurtech business once it is fully commercialized.

FINGERMOTION, INC.

Six months ended August 31, 2020 and

Nine months ended November 30, 2020 and

Notes to the Condensed Consolidated Financial

Note 2 - Summary of Principal Accounting Policies

Note 2 - Summary of Principal Accounting

Principles of Consolidation and Presentation

33 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 August 31, 2020

VIE & VIE Subsidiary are included in the accompanying consolidated financial statements of the Company as of November 30, 2020

and February 29, 2020:

August 31, 2020

FINGERMOTION, INC.

Nine months ended November 30, 2020 and

Notes to the Condensed Consolidated Financial

Note 2 - Summary of Principal Accounting

Policies (Continued)

Assets and liabilities of the VIE

November 30, 2020

February 29, 2020

4 unchanged sentences

Total liabilities

FINGERMOTION, INC.

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

November 30, 2020

February 29, 2020

4 unchanged sentences

Total liabilities

Result of VIE

For the Six Months Ended August 31,

Operating Result of VIE

For the Nine Months Ended November 30, 2020

For the Nine Months Ended November 30, 2019

Cost of revenue

3 unchanged sentences

Research & Development

Share compensation expenses

Total operating expenses

5 unchanged sentences

FINGERMOTION, INC.

Six months ended August 31, 2020 and

Nine months ended November 30, 2020 and

Notes to the Condensed Consolidated Financial

2 unchanged sentences

Operating Result of VIE Subsidiary

For the Six Months Ended August 31,

For the Nine Months Ended November 30, 2020

For the Nine Months Ended November 30, 2019

Cost of revenue

32 unchanged sentences

FINGERMOTION, INC.

Six months ended August 31, 2020 and

Nine months ended November 30, 2020 and

Notes to the Condensed Consolidated Financial

Note 2 - Summary of Principal Accounting Policies (Continued)

Note 2 - Summary of Principal Accounting

Policies (Continued)

Impairment of Long-Lived Assets

48 unchanged sentences

FINGERMOTION, INC.

Six months ended August 31, 2020 and

Nine months ended November 30, 2020 and

Notes to the Condensed Consolidated Financial

52 unchanged sentences

FINGERMOTION, INC.

Six months ended August 31, 2020 and

Nine months ended November 30, 2020 and

Notes to the Condensed Consolidated Financial

31 unchanged sentences

The Company had an accumulated deficit of $10,074,007

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.

and $7,826,754 as at November 30, 2020 and February 29, 2020 respectively, and had a net loss of $2,244,413 and $2,275,868 for

the nine months ended November 30, 2020 and 2019, respectively.

The Company’s continuation as a going

10 unchanged sentences

FINGERMOTION, INC.

Six months ended August 31, 2020 and

Nine months ended November 30, 2020 and

Notes to the Condensed Consolidated Financial

1 unchanged sentence

We recorded $11,245,589 and $5,665,479 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

respectively, for the nine months ended November 30, 2020 and 2019.

The increase of $5,580,110 resulted from the consolidation

of businesses of VIE entities & its subsidiary.

For the Nine Months Ended

November 30, 2020

November 30, 2019

Telecommunication Products & Services

SMS & MMS Business

Note 5 –

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

company has the following amounts related to tangible assets:

August 31, 2020

At November 30, 2020 and February 29, 2020,

the company has the following amounts related to tangible assets:

November 30, 2020

February 29, 2020

3 unchanged sentences

for the equipment.

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

Depreciation expense for the nine months ended November 30, 2020 and 2019 totaled $7,524 and $4,851, respectively.

Note 6 –

Intangible Assets

At November 30, 2020 and February 29,

2020, the company has the following amounts related to intangible assets:

November 30, 2020

February 29, 2020

Mobile applications

accumulated amortization

Net intangible assets

No significant residual value is estimated

for these intangible assets.

Amortization expense for the nine periods ended November 30, 2020 and 2019 totaled $45,827

and $nil, respectively.

FINGERMOTION, INC.

Nine months ended November 30, 2020 and

Notes to the Condensed Consolidated Financial

Note 7 –

Prepaid Expenses

3 unchanged sentences

and its China entities on October 16, 2018.

Our current vendors are China Unicom and China Mobile for Mobile Recharge and China

Mobile for SMS.

August 31, 2020

Our current vendors are China Unicom and China Mobile for Telecommunication Products

& Services and China Mobile for SMS & MMS business.

November 30, 2020

February 29, 2020

Mobile Recharge

Telecommunication Products & Services

Deposit Paid / Prepayment

1 unchanged sentence

Net Prepaid expenses for Mobile recharge

Other deposit

Other prepayment

Prepayment and deposit

August 31, 2020

November 30, 2020

February 29, 2020

SMS & MMS Business

Deposit Paid / Prepayment

1 unchanged sentence

Net Prepaid expenses for SMS

Other deposit

Other prepayment

Prepayment and deposit

FINGERMOTION, INC.

Six months ended August 31, 2020 and

Nine months ended November 30, 2020 and

Notes to the Condensed Consolidated Financial

14 unchanged sentences

All operating lease expense is recognized

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

on a straight-line basis over the lease term in the nine months ended November 30, 2020.

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

assets and related lease liabilities were as follows:

August 31, 2020

November 30, 2020

February 29, 2020

5 unchanged sentences

Total lease liability

August 31, 2020

November 30, 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 August 31, 2020:

lease payments due under the Company's operating leases as of November 30, 2020:

imputed interest

Note 9 - Convertible Note Payable

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

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

$0.0001 par value Common Stock at $2.00 per share.

We estimate that the fair value of these convertible

debt approximates the face value, so no value has been assigned to the beneficial conversion feature.

Any gain or loss will be

recognized at conversion.

A note payable having a principal amount of

$1,000,000 at November 30, 2020 and accruing interest at 5% per annum, which was due and payable on October 9, 2020, was extended

by the parties for an additional three months until January 9, 2021.

The note is convertible at anytime from the date of issuance

at the option of the holder into shares of common stock par value $0.0001 par value of the Company at a price of $2.00 per share.

We estimate that the fair value of this convertible

debt is approximately the principal amount, so no value has been assigned to the beneficial conversion feature.

Any gain or loss

will be recognized at conversion.

FINGERMOTION, INC.

Six months ended August 31, 2020 and

Nine months ended November 30, 2020 and

Notes to the Condensed Consolidated Financial

Note 10 - 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.

A note payable having a principal amount of

$66,000 at November 30, 2020 and accruing interest at 0% per annum is due and payable on May 21, 2021.

Note 11 - Loan Payable

The following table summarizes loan principal

due by the Company as of August 31, 2020:

August 31, 2020

due by the Company as of November 30, 2020:

November 30, 2020

Liew Yow Ming

7 unchanged sentences

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.

Liew Yow Ming bear interest at a fixed rate of 20% per annum.

Interest expenses incurred on loans

payable for the nine months ended November 30, 2020 was $153,577.

Note 12 - Common Stock

On June 21, 2017, the Company filed Articles

of Amendment to its Amended Articles of Incorporation with the Secretary of State of the State of Delaware effecting a 1 for 4

reverse stock split of the Company's common stock and increase in the authorized shares of common stock to 200,000,000 and a name

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

On June 21, 2017, the Company filed a Certificate

of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware effecting a 1 for 4 reverse

stock split of the Company's outstanding shares of common stock and increase in the authorized shares of common stock to 200,000,000

and a name 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.

The Corporate Actions and the amendment to the Certificate of Incorporation became effective on June 21, 2017.

Effective July 13, 2017 (the “Closing

20 unchanged sentences

FINGERMOTION, INC.

Six months ended August 31, 2020 and

Nine months ended November 30, 2020 and

Notes to the Condensed Consolidated Financial

3 unchanged sentences

of promissory notes in the aggregate amount of $100,000 plus interest of $4,000.

The Company issued approximately 8,045,000

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.

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,

On May 1, 2020, the Company issued an aggregate

of 7,645,000 shares of 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.

On May 8, 2020, the Company issued an aggregate

of 150,000 shares of common stock at a deemed price of $0.40 per share to three individuals pursuant to a financial advisory services

On May 15, 2020, the Company issued 250,000

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

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

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

On September 24, 2020, the Company issued 40,000

shares of common stock to one entity pursuant to a settlement agreement with respect to a business development consulting agreement

at a deemed price of $3.40 per share.

On September 25, 2020, the Company issued 34,104

shares of common stock to a consultant pursuant to a marketing services agreement at a deemed price of $3.90 per share.

On October 2, 2020, the Company issued 700,000

shares of common stock to four individuals and one entity pursuant to consulting agreements and management agreements at a deemed

price of $0.21 per share.

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 common stock and one common stock purchase warrant (each, a “Warrant”)

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

with each Warrant entitling the holder thereof to purchase one additional share of 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.

FINGERMOTION, INC.

Nine months ended November 30, 2020 and

Notes to the Condensed Consolidated Financial

Note 12 - Common Stock (Continued)

During the quarter ended November 30, 2020,

the Company received $1,345,999.50 from subscriptions for the purchase of 897,333 units (each a “Unit”) of the Company

at a price of $1.50 per Unit from 17 individuals and 4 entities, which securities have not been issued as of November 30, 2020.

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

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

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

during the quarter ended November 30, 2020, the Company received $880,000 from subscriptions for the purchase of 440,000 shares

of common stock of the Company at a price of $2.00 per share from 12 individuals, which securities have not been issued as of November

Note 13 - Earnings Per Share

1 unchanged sentence

earnings per common share:

For the Six Months Ended

August 31, 2020

August 31, 2019

For the Nine Months Ended

November 30, 2020

November 30, 2019

Numerator - basic and diluted

5 unchanged sentences

Loss per common share —

FINGERMOTION, INC.

Six months ended August 31, 2020 and

Notes to the Condensed Consolidated Financial

Note 14 - Income Taxes

7 unchanged sentences

The Company generated a taxable loss for

the six months ended August 31, 2020 and 2019.

Finger Motion Company Limited is incorporated

in Hong Kong and Hong Kong’s profits tax rate is 16.5%.

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

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

the nine months ended November 30, 2020 and 2019.

Finger Motion Company Limited and Finger Motion

(CN) Limited are incorporated in Hong Kong and are subject to Hong Kong’s profits tax rate of 16.5%.

Both the companies generated

a taxable loss for the nine months ended November 30, 2020 and 2019.

Finger Motion Financial

Company Limited is incorporated in Hong Kong and does not currently have any operations.

The People’s Republic of China (PRC)

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%.

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

FINGERMOTION, INC.

Nine months ended November 30, 2020 and

Notes to the Condensed Consolidated Financial

Note 14 - Income Taxes (Continued)

Income tax mainly consists of foreign income

1 unchanged sentence

The Company’s effective income tax rates for

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

For the Six Months Ended

August 31, 2020

August 31, 2019

the nine months ended November 30, 2020 and 2019 are as follows:

For the Nine Months Ended

November 30, 2020

November 30, 2019

statutory tax rate

3 unchanged sentences

Effective tax rate

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.

ultimate realization of deferred tax assets depends on the generation of future taxable income during the periods in which those

net operating losses are available.

The Company considers projected future taxable income and tax planning strategies in making

its assessment.

At present, the Company concludes that it is more-likely-than-not that the Company will be able to realize all

of its tax benefits in the near future and therefore a valuation allowance has been provided for the full value of the deferred

At November 30, 2020 and February 29, 2020,

the Company has a deferred tax asset of $561,813 and $750,024, resulting from certain net operating losses in U.S., respectively.

The ultimate realization of deferred tax assets depends on the generation of future taxable income during the periods in which

those net operating losses are available.

The Company considers projected future taxable income and tax planning strategies in

making its assessment.

At present, the Company concludes that it is more-likely-than-not that the Company will be able to realize

all of its tax benefits in the near future and therefore a valuation allowance has been provided for the full value of the deferred

A valuation allowance will be maintained until sufficient positive evidence exists to support the reversal of any portion

or all of the valuation allowance.

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

At November 30, 2020 and February 29, 2020, the valuation allowance was $561,813 and $750,024,

respectively.

August 31, 2020

November 30, 2020

February 29, 2020

3 unchanged sentences

FINGERMOTION, INC.

Six months ended August 31, 2020 and

Nine months ended November 30, 2020 and

Notes to the Condensed Consolidated Financial

Note 15 –

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

Consideration

4 unchanged sentences

Net liabilities

Note 15 - Related Parties Transaction

Note 16 –

Related Parties Transaction

Related parties:

1 unchanged sentence

Relationship with the Company

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

Non-controlling Stockholder, Legal Representative 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

The Company had the following related party balances at November 30, 2020 and February 29, 2020:

November 30, 2020

February 29, 2020

1 unchanged sentence

$ (1,351,107 )

The amount due to related party is without interest and due

August 31, 2020

November 30, 2020

February 29, 2020

2 unchanged sentences

Loans from Mr.

Liew Yow Ming are fixed at rate of 20%

per annum with a fixed repayment term.

Liew Yow Ming are fixed at an interest rate

of 20% per annum with a fixed repayment term.

Interest expenses were $153,577 and $nil for the nine months ended November 30, 2020 and

2019, respectively.

FINGERMOTION, INC.

Six months ended August 31, 2020 and

Nine months ended November 30, 2020 and

Notes to the Condensed Consolidated Financial

2 unchanged sentences

The Company is not aware of any material outstanding

claim and litigation against them.

claim and litigation against it or its subsidiaries.

Note 18 - Subsequent Events

1 unchanged sentence

The Company has analyzed its operations subsequent

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

to November 30, 2020 to the date these unaudited condensed consolidated financial statements were issued, finding that the impact

of COVID-19 on the Company is minimal.

4 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.

Subsequent to November 30, 2020, the Company

issued 1,604,334 units (each, a “Unit”) to 28 individuals and five entities due to the closing of its private placement

at $1.50 per Unit for gross proceeds of $2,406,501.

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.

Subsequent to November 30, 2020, the Company

issued 534,500 shares of common stock to 16 individuals due to the closing of its private placement at $2.00 per share for gross

proceeds of $1,069,000.

Subsequent to November 30, 2020, the Company

issued 500,000 shares of common stock to one individual pursuant to the conversion of the outstanding convertible note at a price

of $2.00 per share.

Subsequent to November 30, 2020, the Company

issued 34,103 shares of common stock to one entity pursuant to a marketing services agreement at a deemed price of $3.90 per share.

Subsequent to November 30, 2020, the Company

issued 5,000 shares of common stock to one individual pursuant to a consulting agreement at a deemed price of $2.00 per share.

Except for the above, the Company has determined

15 unchanged sentences

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

this Quarterly Report on Form 10-Q for the nine months ended November 30, 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.

7 unchanged sentences

This MD&A is focused on material changes

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

in our financial condition from February 29, 2020, our most recently completed year end, to November 30, 2020, and our results

of operations for the three and nine months ended November 30, 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

53 unchanged sentences

Finger Motion (CN) Limited (3)

Finger Motion Financial Group Limited (4)

Finger Motion Financial Company Limited (5)

Shanghai JiuGe Business Management Co., Ltd.

8 unchanged sentences

Motion (CN) Global Limited.

(4) Finger Motion Financial Group Limited is a wholly-owned subsidiary

of FingerMotion, Inc.

(5) Finger Motion Financial Company Limited is a wholly-owned subsidiary

of Finger Motion Financial Group Limited.

(6) Shanghai JiuGe Business Management Co., Ltd.

71 unchanged sentences

Technology receives a percentage of the revenue received from all sales it processes for China Unicom on the platform.

The Cooperation

Agreement expires three years from the date of its signature, but it may be terminated by (i) JiuGe Technology upon three months’

written notice or (ii) by China Unicom unilaterally.

The Cooperation Agreement

expires three years from the date of its signature, but it may be terminated by (i) JiuGe Technology upon three months’

notice or (ii) by China Unicom unilaterally.

Results of Operations

Three Months Ended August 31, 2020 Compared to Three Months

Ended August 31, 2019

Three Months Ended November 30, 2020 Compared to Three Months

Ended November 30, 2019

The following table sets forth our results

1 unchanged sentence

For the Three Months Ended

November 30, 2020

November 30, 2019

Cost of revenue

$ (3,362,663 )

$ (1,832,747 )

Total operating expenses

$ (1,152,972 )

Total other income (expenses)

5 unchanged sentences

The following table sets forth the Company’s revenue from

its three lines of business for the periods indicated:

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.

its different lines of businesses for the periods indicated:

For the Three Months Ended

November 30, 2020

November 30, 2019

Telecommunication Products & Services

SMS & MMS Business

Total Revenue

$4,881,601 in revenue for the three months period ended November 30, 2020, an increase of $2,188,868 or 81%, compared to

the three months period ended November 30, 2019.

This increase resulted from an increase in revenue of $220,827 and $1,968,040

from our Telecommunication Products & Services and SMS & MMS businesses, respectively.

The SMS & MMS business

have improved and will continue to provide the solid revenue stream for the Company in the future.

The Company acquired the SMS

& MMS business in April 2019 and have since contributed to the total revenue.

As for the Telecommunication Products & Services,

we 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

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

Cost of Revenue

2 unchanged sentences

For the Three Months Ended

Mobile Recharge

November 30, 2020

November 30, 2019

Telecommunication Products & Services

SMS & MMS Business

Total Cost of Revenue

We recorded $4,261,058 in costs 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.

for the three months period ended November 30, 2020, an increase of $2,005,785 or 89%, compared to the three months period ended

November 30, 2019.

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 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.

Our gross profit for the three months period

ended November 30, 2020 was $620,543, an increase of $183,083 or 42%, compared to the three months period ended November 30, 2019.

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

Amortization & Depreciation

We recorded depreciation of $45,734 for fixed

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.

assets for the three months period ended November 30, 2020, an increase of $33,879 or 286%, compared to the three months period

ended November 30, 2019.

This increase resulted in purchase of equipment and investment in platforms.

General & Administrative Expenses

2 unchanged sentences

For the Three Months Ended

November 30, 2020

November 30, 2019

Entertainment

3 unchanged sentences

We recorded $793,550 in general and administrative

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.

expenses for the three months period ended November 30, 2020, an increase of $127,601 or 19%, compared to the three months period

ended November 30, 2019.

The increase of consulting, and staff salaries are principally the result of the building of our mobile

payment and SMS businesses.

Marketing Cost

2 unchanged sentences

For the Three Months Ended

November 30, 2020

November 30, 2019

Marketing Cost

We incurred fees of $136,960 in marketing cost

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

in the third quarter ended November 30, 2020 for our telecommunication products and services business.

Research & Development

2 unchanged sentences

For the Three Months Ended

November 30, 2020

November 30, 2019

Research & Development –

We incurred fees of $124,723 in research &

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

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

development for the three months period ended November 30, 2020 as compared to $96,627 for the three months period ended November

The increase of $28,096 or 29% was due to higher data access and usage fee charged by the telecommunications company.

The Insurtech division of the Company that

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

Insights are derived from various data sources

13 unchanged sentences

For the Three Months Ended

November 30, 2020

November 30, 2019

Share compensation expenses

We incurred fees of $201,007 in share issuance

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.

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

30, 2020 as compared to $227,799 for the three months period ended November 30, 2019.

Operating Expenses

We recorded $1,301,974 in operating expenses

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.

for the three months period ended November 30, 2020, as compared to $1,002,230 in operating expenses for the three months period

ended November 30, 2019.

The increase of $299,744 or 30%, for the three months period ended November 30, 2020 is as set forth above.

Net Loss from Operations

As a result of the foregoing, our net loss

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

from operations for the three month period ended November 30, 2020 was $681,431, an increase of $116,661 or 21%, compared to the

three month period ended November 30, 2019.

Nine Months Ended November 30, 2020 Compared to Nine Months

Ended November 30, 2019

The following table sets forth our results

of operations for the periods indicated:

For the Six Months Ended

For the Nine Months Ended

November 30, 2020

November 30, 2019

Cost of revenue

15 unchanged sentences

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

its different lines of businesses for the periods indicated:

For the Nine Months Ended

November 30, 2020

November 30, 2019

Telecommunication Products & Services

SMS & MMS Business

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.

We recorded $11,245,589 in revenue for the

nine months period ended November 30, 2020, an increase of 5,580,011 or 98%, compared to the nine months period ended November

This increase resulted from an increase in revenue of $5,751,442 from our SMS & MMS business, offset in part by a

decrease of $171,332 from our Telecommunication Products & Services business.

& MMS business have improved and will continue to provide the solid revenue stream for the Company in the future.

acquired the SMS & MMS business in April 2019 and have since contributed to the total revenue.

As for the Telecommunication

Products & Services, we earn revenue by providing mobile payment and recharge services to customers of telecommunications companies

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 payment business, we expect that revenues will continue

Cost of Revenue

1 unchanged sentence

for the periods indicated:

For the Six Months Ended

Mobile Recharge

For the Nine Months Ended

November 30, 2020

November 30, 2019

Telecommunication Products & Services

SMS & MMS Business

Total Cost of Revenue

We recorded $10,072,216 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.

for the nine months period ended November 30, 2020, an increase of $5,132,552 or 104%, compared to the nine months period ended

November 30, 2019.

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.

Our gross profit for the nine months period

ended November 30, 2020 was $1,173,373, an increase of $447,558 or 62%, compared to the nine months period ended November 30, 2019.

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

Amortization & Depreciation

We recorded depreciation of $53,351 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.

assets for the nine months period ended November 30, 2020, an increase of $19,151 or 56%, compared to the nine months period ended

November 30, 2019.

This increase resulted in purchase of equipment and investment in platforms.

General & Administrative Expenses

1 unchanged sentence

general and administrative expenses for the periods indicated:

For the Six Months Ended

For the Nine Months Ended

November 30, 2020

November 30, 2019

Entertainment

2 unchanged sentences

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.

We recorded $2,378,566 in general and

administrative expenses for the nine months period ended November 30, 2020, an increase of $501,768 or 27%, compared to the nine

months period ended November 30, 2019.

The increase of consulting, and staff salaries are principally the result of the building

of our mobile payment and SMS businesses.

Marketing Cost

1 unchanged sentence

marketing cost for the periods indicated:

For the Six Months Ended

For the Nine Months Ended

November 30, 2020

November 30, 2019

Marketing Cost

We incurred fees of $268,216 in marketing cost

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

for the nine months period ended November 30, 2020 for our telecommunication products and services business.

Research & Development

1 unchanged sentence

research & development for the periods indicated:

For the Six Months Ended

For the Nine Months Ended

November 30, 2020

November 30, 2019

Research & Development –

We incurred fees of $351,867 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.

development for the nine months period ended November 30, 2020 as compared to $280,615for the nine months period ended November

The increase of $71,252 or 25% was due to increase in headcount for the Research & Development team and higher data

access and usage fee charged by the telecommunications company

The Insurtech division of Finger Motion that

2 unchanged sentences

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 &

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.

8 unchanged sentences

share compensation expenses for the periods indicated:

For the Six Months Ended

For the Nine Months Ended

November 30, 2020

November 30, 2019

Share compensation expenses

We incurred fees of $272,717 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.

for consultants in consideration of the services which have been provided to the company for the nine months period ended November

30, 2020 as compared to $889,287 for the nine months period ended November 30, 2019.

Operating Expenses

We recorded $3,324,717 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.

for the nine months period ended November 30, 2020, as compared to $3,080,900 in operating expenses for the nine months period

ended November 30, 2019.

The increase of $243,817 or 8%, for the nine months period ended November 30, 2020 is as set forth above.

Net Loss from Operations

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.

for the nine month period ended November 30, 2020 was $2,151,344, a decrease of $203,741 or 9%, compared to the nine month period

ended November 30, 2019.

Liquidity and Capital Resources

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.

In order for us to continue to operate our

mobile recharge business, we must deposit funds with our telecommunication company clients from time to time in order to obtain

access to the mobile data and talk-time we make available to consumers on our portal.

Accordingly, the amount of cash we have on

hand fluctuates significantly from period to period.

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

company clients.

The Company otherwise does not have any planned capital expenditures and has historically funded its operations

from revenues and sales of securities, including convertible debt securities.

We believe that our cash on hand, cash equivalents

and short-term investments, along with our revenues from operations, will fund our projected operating requirements, fund our current

operations and repay our outstanding indebtedness, in each case, for at least the next 12 months.

However, to grow our business

substantially, we will need to increase the amount of funds we have deposited with the telecommunications companies for which we

process mobile recharge payments.

Accordingly, we expect to seek additional capital through public or private sales of our equity

or debt securities, or both.

We might also enter into financing arrangements with commercial banks or nontraditional lenders.

cannot provide investors with any assurance that we will be able to raise additional funding from the sale of our equity or debt

securities, or both, in order to increase our deposits with our telecommunications company clients, or if available, that such

funding will be on terms acceptable to us.

We currently do not have any financing arrangements

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 six month period ended August 31, 2020.

At November 30, 2020, we had cash and cash

equivalents of $989,103 as compared to cash and cash equivalents of $102,919 at February 29, 2020.

In order for us to continue

to operate our mobile payment business, we must deposit funds with our telecommunication companies from time to time in order

to obtain access to the mobile data and talk-time we make available to consumers on our portal.

Accordingly, the amount of cash

we have on hand fluctuates significantly from period to period.

The Company otherwise does not have any planned capital expenditures

and has historically funded its operations from revenues and sales of securities, including convertible debt securities.

that our cash on hand, cash equivalents and short-term investments, along with our revenues from operations, will fund our projected

operating requirements, fund our current operations and repay our outstanding indebtedness, in each case, for at least the next

However, to grow our business substantially, we will need to increase the amount of funds we have deposited with the

telecommunications companies for which we process mobile recharge payments.

Accordingly, we expect to seek additional capital

through public or private sales of our equity or debt securities, or both.

We might also enter into financing arrangements with

commercial banks or nontraditional lenders.

We cannot provide investors with any assurance that we will be able to raise additional

funding from the sale of our equity or debt securities, or both, in order to increase our deposits with our telecommunications

company clients, or if available, that such funding will be on terms acceptable to us.

During the nine month period ended November

30, 2020, we raised 1,361,000 from the sale of shares of our common stock in private placement transactions exempt from the registration

requirements of the Securities Act of 1933, which included common stock purchase warrants as part of some of the private placement

In addition, we raised $1,654,207 from the loans to the Company during the nine month period ended November 30, 2020.

In addition, during the nine month period ended

November 30, 2020, we received $1,345,999.50 from subscriptions for the purchase of 897,333 units (each, a “Unit”)

of the Company at a price of $1.50 per Unit from 17 individuals and 4 entities, which securities have not been issued as of November

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

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

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

during the nine month period ended November 30, 2020, we received $880,000 from subscriptions for the purchase of 440,000 shares

of our common stock at a price of $2.00 per share from 12 individuals, which securities have not been issued as of November 30,

Statement of Cashflows

1 unchanged sentence

flows for the periods presented:

For the Six Months Ended

For the Nine Months Ended

November 30, 2020

November 30, 2019

Net cash used in operating activities

6 unchanged sentences

Cash Flow used in Operating Activities

Net cash used in operating activities decreased

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.

Net cash used in operating activities increased

by $2,552,294 in the nine months ended November 30, 2020 compared to the nine months ended November 30, 2019, primarily due to

increase in accounts payable of $386,507 (November 30, 2019 :

$1,342,326), decrease in prepayment and deposit of $814,310 (November

($821,236)) offset by an increase in accounts receivable of ($1,382,141) (November 30, 2019:

($1,461,642)), increase

in other receivable of ($1,278,777) (November 30, 2019:

($359,441)), increase in inventories of ($1,380) (November 30, 2019:

decrease in accrual and other payable of ($66,702) (November 30, 2019:

$1,808,777), decrease in due to related parties of ($687,515)

(November 30, 2019:

($674,584)) and decrease in lease liability of ($17,797) (November 30, 2019:

Cash Flow used in Investing

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.

During the nine months period ended November

30, 2020, investing activities increased by $304,338 compared to the nine months period ended November 30, 2019, mainly due to

the increase in the purchase of equipment and investment in platforms.

Cash Flow provided by Financing

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.

During the nine months period ended November

30, 2020, financing activities increased by $4,315,478 compared to the nine months period ended November 30, 2019, primarily due

to loan from non-controlling stockholder and proceeds from issuance of shares of our common stock.

Trends and Uncertainties

12 unchanged sentences

Subsequent Events

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.

On January 13,

2021, we issued 1,604,334 units (each, a “Unit”) to 28 individuals and five entities due to the closing of our private

placement at $1.50 per Unit for gross proceeds of $2,406,501.

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.

On January 13,

2021, we issued 534,500 shares of our common stock to 16 individuals due to the closing of our private placement at $2.00 per share

for gross proceeds of $1,069,000.

On January 13,

2021, we issued 500,000 shares of our common stock to one individual pursuant to the conversion of the outstanding convertible

note at a price of $2.00 per share.

On January 13,

2021, we issued 34,103 shares of our common stock to one entity pursuant to a marketing services agreement at a deemed price of

$3.90 per share.

On January 14,

2021, we issued 5,000 shares of our common stock to one individual pursuant to a consulting agreement at a deemed price of $2.00

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