What changed in this filing

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Item 1A. Risk Factors

2021-01-14 compared with 2020-10-20 · 183 added, 270 removed, 719 unchanged (39% of the section changed)

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by companies like ours.

If we fail to address the risks and

difficulties that we face, including those described elsewhere in this “

If we fail to address the risks

and difficulties that we face, including those described elsewhere in this “

Risk Factors ”

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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

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.

We have a history of net losses

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history we have experienced net losses.

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,

We generated a net loss of approximately $2.24 million during the nine months period ended

November 30, 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 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

in future periods.

Our expenses will likely increase in the future as we develop and launch new offerings and platform features,

expand in existing and new markets, increase our sales and marketing efforts and continue to invest in our platform.

These efforts

may be more costly than we expect and may not result in increased revenue or growth in our business.

If we are unable to generate

adequate revenue growth and manage our expenses, we may continue to incur significant losses in the future and may not be able

to achieve or maintain profitability.

As of November 30, 2020 and February 29, 2020, we had an accumulated deficit of approximately

$10.07 million and $7.8 million, respectively.

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

achieve profitability in future periods.

Our expenses will likely increase in the future as we develop and launch new offerings

and platform features, expand in existing and new markets, increase our sales and marketing efforts and continue to invest in our

These efforts may be more costly than we expect and may not result in increased revenue or growth in our business.

we are unable to generate adequate revenue growth and manage our expenses, we may continue to incur significant losses in the future

and may not be able to achieve or maintain profitability.

If we fail to effectively manage

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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

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Any substantial change in our relationships with

either China Uniocom or China Mobile, or both, whether due to actions by our competitors, regulatory authorities, industry factors

either China Unicom or China Mobile, or both, whether due to actions by our competitors, regulatory authorities, industry factors

or otherwise, could have a material adverse effect on our business, financial condition and results of operations.

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impacting any entities with which we share or disclose data (including, for example, our third-party providers) could have similar

Additionally, defending against claims

or litigation based on any security breach or incident, regardless of their merit, could be costly and divert management’s

Additionally, defending against

claims or litigation based on any security breach or incident, regardless of their merit, could be costly and divert management’s

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.

The successful assertion of one or more large

claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium

increases or the imposition of large deductible or co-insurance requirements, could have an adverse effect on our reputation, brand,

business, financial condition and results of operations.

Systems failures and

resulting interruptions in the availability of our platform or offerings could adversely affect our business, financial condition

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 claims against us that exceed available

insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large

deductible or co-insurance requirements, could have an adverse effect on our reputation, brand, business, financial condition

and results of operations.

Systems failures and resulting

interruptions in the availability of our platform or offerings could adversely affect our business, financial condition and results

of operations.

Our systems, or those of third parties

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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,

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industries are frequently subject to litigation based on allegations of infringement or other violations of intellectual property

In addition, certain companies and rights holders seek to enforce and monetize patents or other intellectual property rights

they own, have purchased or otherwise obtained.

As we gain a public profile and the number of competitors in our market increases,

the possibility of intellectual property rights claims against us grows.

From time to time, third parties may assert claims of

infringement of intellectual property rights against us.

Many potential litigants, including some of our competitors and patent-holding

companies, have the ability to dedicate substantial resources to assert their intellectual property rights.

Any claim of infringement

by a third party, even those without merit, could cause us to incur substantial costs defending against the claim, could distract

our management from our business and could require us to cease use of such intellectual property.

Furthermore, because of the substantial

amount of discovery required in connection with intellectual property litigation, we risk compromising our confidential information

during this type of litigation.

We may be required to pay substantial damages,

royalties or other fees in connection with a claimant securing a judgment against us, we may be subject to an injunction or other

restrictions that prevent us from using or distributing our intellectual property, or we may agree to a settlement that prevents

us from distributing our offerings or a portion thereof, which could adversely affect our business, financial condition and results

of operations.

With respect to any intellectual

property rights claim, we may have to seek out a license to continue operations found to be in violation of such rights, which

may not be available on favorable or commercially reasonable terms and may significantly increase our operating expenses.

licenses may be non-exclusive, and therefore our competitors may have access to the same technology licensed to us.

party does not offer us a license to its intellectual property on reasonable terms, or at all, we may be required to develop alternative,

non-infringing technology, which could require significant time (during which we would be unable to continue to offer our affected

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.

In addition, certain companies and rights holders seek to enforce and monetize patents or other intellectual property

rights they own, have purchased or otherwise obtained.

As we gain a public profile and the number of competitors in our market

increases, the possibility of intellectual property rights claims against us grows.

From time to time, third parties may assert

claims of infringement of intellectual property rights against us.

Many potential litigants, including some of our competitors

and patent-holding companies, have the ability to dedicate substantial resources to assert their intellectual property rights.

Any claim of infringement by a third party, even those without merit, could cause us to incur substantial costs defending against

the claim, could distract our management from our business and could require us to cease use of such intellectual property.

because of the substantial amount of discovery required in connection with intellectual property litigation, we risk compromising

our confidential information during this type of litigation.

We may be required to pay substantial damages, royalties or other

fees in connection with a claimant securing a judgment against us, we may be subject to an injunction or other restrictions that

prevent us from using or distributing our intellectual property, or we may agree to a settlement that prevents us from distributing

our offerings or a portion thereof, which could adversely affect our business, financial condition and results of operations.

With respect to any intellectual property rights claim, we

may have to seek out a license to continue operations found to be in violation of such rights, which may not be available on favorable

or commercially reasonable terms and may significantly increase our operating expenses.

Some licenses may be non-exclusive, and

therefore our competitors may have access to the same technology licensed to us.

If a third party does not offer us a license

to its intellectual property on reasonable terms, or at all, we may be required to develop alternative, non-infringing technology,

which could require significant time (during which we would be unable to continue to offer our affected 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.

Risks Related to Our Securities

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The trading market for our common

stock may depend in part on the research and reports that securities or industry analysts publish about us, our business, our market

or our competition.

stock may depend in part on the research and reports that securities or industry analysts publish about us, our business, our

market or our competition.

The analysts’

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about our competitors or publish inaccurate or unfavorable research about our business, the price of our securities would likely

If few securities analysts commence coverage of us, or if one or more of these analysts cease coverage of us or fail to

publish reports on us regularly, demand for our securities could decrease, which might cause the price and trading volume of our

common stock to decline.

We are subject to federal legislation

to protect investors against corporate fraud.

If few securities analysts commence coverage of us, or if one or more of these analysts cease coverage of us or fail

to publish reports on us regularly, demand for our securities could decrease, which might cause the price and trading volume of

our common stock to decline.

We are subject to federal legislation to protect investors

against corporate fraud.

Federal legislation, such as the Sarbanes-Oxley

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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

are those that address board of directors’

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.

Additionally,

since our securities are not yet listed on a national securities exchange, we are not required to do so.

If we expand our board

membership in future periods to include independent directors, we may seek to establish an audit and other committees of our board

of directors.

It is possible that if we were to adopt some or all of these corporate governance measures, stockholders would benefit

from somewhat greater assurances that internal corporate decisions were being made by disinterested directors and that policies

had been implemented to define responsible conduct.

For example, in the absence of audit, nominating and compensation committees

comprised of at least a majority of independent directors, decisions concerning matters such as compensation packages to

our senior officers and recommendations for director nominees are made by a majority of directors who have an interest in the

outcome of the matters being decided.

Prospective investors should consider our current lack of corporate governance measures

in making their investment decisions.

Among the corporate governance measures that are required

under the rules of national securities exchanges are those that address board of directors’

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.

Additionally, since our

securities are not yet listed on a national securities exchange, we are not required to do so.

If we expand our board membership

in future periods to include independent directors, we may seek to establish an audit and other committees of our board of directors.

It is possible that if we were to adopt some or all of these corporate governance measures, stockholders would benefit from somewhat

greater assurances that internal corporate decisions were being made by disinterested directors and that policies had been implemented

to define responsible conduct.

For example, in the absence of audit, nominating and compensation committees comprised of at least

a majority of independent directors, decisions concerning matters such as compensation packages to our senior officers and

recommendations for director nominees are made by a majority of directors who have an interest in the outcome of the matters being

Prospective investors should consider our current lack of corporate governance measures in making their investment decisions.

If we fail to maintain an effective

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the market price of our common stock.

Our Common Shares are categorized as

“penny stock”, which may make it more difficult for investors to buy and sell our Common Shares due to suitability

requirements.

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.

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”.

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.

Our Common Shares may be categorized as “penny

if the market price falls below $5.00, which may make it more difficult for investors to buy and sell our Common

Shares due to suitability requirements.

Our Common Shares may be categorized as

"penny stock" if the market price of our Common Shares falls below $5.00.

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.

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

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revoking the business licenses and/or the licenses or certificates of JiuGe Management, and/or voiding the VIE Agreements.

Any of these actions could adversely

affect our ability to manage, operate and gain the financial benefits of JiuGe Technology, which would have a material adverse

impact on our business, financial condition and results of operations.

Any of these actions could adversely affect our ability to

manage, operate and gain the financial benefits of JiuGe Technology, which would have a material adverse impact on our business,

financial condition and results of operations.

Our ability to manage and operate

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when their terms expire with substantially similar terms as the ones they currently hold.

Further, our relationship with JiuGe

Technology is governed by the VIE Agreements that are intended to provide us with effective control over the business operations

of JiuGe Technology.

However, the VIE Agreements may not be effective in providing control over the application for and maintenance

of the licenses required for our business operations.

JiuGe Technology could violate the VIE Agreements, go bankrupt, suffer from

difficulties in its business or otherwise become unable to perform its obligations under the VIE Agreements and, as a result, our

operations, reputations and business could be severely harmed.

If JiuGe Management exercises the purchase option it

holds over JiuGe Technology’s share capital pursuant to the VIE Agreements, the payment of the purchase price could materially

and adversely affect our financial position.

Further, our relationship with JiuGe Technology is governed

by the VIE Agreements that are intended to provide us with effective control over the business operations of JiuGe Technology.

However, the VIE Agreements may not be effective in providing control over the application for and maintenance of the licenses

required for our business operations.

JiuGe Technology could violate the VIE Agreements, go bankrupt, suffer from difficulties

in its business or otherwise become unable to perform its obligations under the VIE Agreements and, as a result, our operations,

reputations and business could be severely harmed.

If JiuGe Management exercises

the purchase option it holds over JiuGe Technology’s share capital pursuant to the VIE Agreements, the payment of the purchase

price could materially and adversely affect our financial position.

Under the VIE Agreements, JiuGe Technology’s

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to the PRC legal system could limit the legal protections available to you and us.

We conduct substantially all of our

business through our operating subsidiary and affiliate in the PRC.

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.

We conduct substantially all of

our business through our operating subsidiary and affiliate in the PRC.

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

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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

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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

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

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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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SECURITIES AND USE OF PROCEEDS

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 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,

On October 2, 2020, we issued 700,000 shares

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

price of $0.21 per share.

We relied upon the exemption from registration under the

Securities Act provided by Rule 506(b) or Section 4(a)(2) of the Securities Act for the issuance of the shares to the one entity

that is a 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 individuals who are non-U.S.

as the securities were issued to the individuals through offshore transactions which were negotiated and consummated outside of

the United States.

ITEM 3 –

DEFAULTS UPON SENIOR SECURITIES

ITEM 4 –

MINE SAFETY DISCLOSURES

Not applicable

ITEM 5 –

OTHER INFORMATION

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.

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

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

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

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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 –

DEFAULTS UPON SENIOR SECURITIES

ITEM 4 –

MINE SAFETY DISCLOSURES

Not applicable

ITEM 5 –

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.

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.

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

the Securities Act for the issuance of the shares to all 16 individuals who were 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 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.

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 the shares to the non-U.S.

person as the securities were

issued to the individual through an offshore transaction which was negotiated and consummated outside of the United States.

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.

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.

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

person as the securities were issued to the individual

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

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

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

of the Securities Act for the issuance of the shares to the individual who is a U.S.

ITEM 6 –

1 unchanged sentence

Description of Exhibit

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).

Certification of Chief Executive Officer pursuant to the Securities

Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

Certification of Chief Executive 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.

10 unchanged sentences

FINGERMOTION, INC.

October 20, 2020

January 14, 2021

/s/ Martin J.

Shen, Chief Executive Officer and Chief Financial Officer

(Principal Executive Officer, Principal Financial Officer and Principal

Accounting Officer)

Shen, Chief Executive Officer

(Principal Executive Officer)

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