What changed in this filing

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Item 1. Business

2021-05-28 compared with 2020-07-13 · 626 added, 293 removed, 12 unchanged (99% of the section changed)

Company Overview

FingerMotion is a US fintech company

incorporated in Delaware, USA, with its corporate office located at in New York, NY.

FingerMotion previously operated as a mobile

video gaming platform business and as the Company attempted to increase its market share, it discovered new opportunities in the

Peoples’

Republic of China (“

China ”

or the “

PRC ”) requiring only slight modifications

to the existing infrastructure.

FingerMotion ventured into the telecommunications

industry by offering mobile payment and recharge services in the China market, beginning in September 2018.

Chinese mobile phone

consumers often utilize third-party e-marketing websites to pay their phone bills.

If the consumer connected directly to the telecommunications

provider to pay his or her bill, the consumer would miss out on any benefits or marketing discounts that e-marketers provide.

consumers log on to these e-marketers’

websites, click into their respective phone provider’s store, and “top

or pay, their telecommunications provider for additional mobile data and talk time.

To connect to the respective mobile

telecommunications providers, these e-marketers must utilize a portal licensed by the applicable telecommunication company that

processes the payment.

We have been granted one of these licenses by China United Network Communications Group Co., Ltd.

Unicom ”) and China Mobile Communications Corporation (“

China Mobile ”), each of which is a major telecommunications

provider in China.

We principally earn revenue by providing mobile payment and recharge services to customers of China Unicom and

China Mobile.

FingerMotion started and commercialized

its “Business to Business”

B2B ”) model by integrating with various e-commerce platforms to provide

its mobile payment and recharge services to subscribers or end consumers.

In the first quarter of 2019, FingerMotion expanded its

business by commercializing its first “Business to Consumer”

B2C ”) model, offering mobile payment

and recharge services directly to subscribers or customers of the e-commerce companies, PinDuoDuo (“

PDD ”) and

TMall (“

TMALL ”).

FingerMotion is planning to further expand its recharge platform by setting up B2C stores on

several other major e-commerce platforms in China.

We believe FingerMotion’s ability

to offer reliable and efficient mobile payment and recharge services, while providing a high level of customer service, will help

solidify the industry’s reliance on the FingerMotion brand.

For scale, China’s top-up market’s

gross transaction volume (“

GTV ”) is estimated at US$153 billion in 2019 and is expected to increase to US$165

billion by 2024 (source:

https://telecomstechnews.com/news/2019/nov/21/total-mobile-service-revenue-china-hit-165bn-end-2024-reveals-globaldata/).

FingerMotion’s GTV for the fiscal year ended February 29, 2020 was US$483,820,491.

FingerMotion’s GTV for the month

of February 2020 was US$12,465,506.

This translated into revenues for FingerMotion of US$1,822,081 (for the mobile payment and

recharge platform business) for the fiscal year ended February 29, 2020 and revenues of US$130,868 for February 2020 alone.

For the Company to continue to grow,

the deposit with the telecommunications companies (prepayments paid to the telecom companies for credits) needs to increase, as

the GTV processed by the Company is dependent on the size of the deposit residing with each telecom.

And since the telecom companies,

China Unicom and China Mobile, are AAA-rated and monitored by the government, FingerMotion retains comfort in its deposits by dealing

with financially strong and reputable partners.

FingerMotion has initiated other

revenue streams that are less capital-intensive but could provide greater profits albeit at lower volumes.

FingerMotion’s

relationship with the telecom companies allows it to acquire bulk SMS bundles at reduced prices, which it can pass along to various

The Company has recently secured the SMS contracts for several enterprise clients including premium car manufacturers,

hotel chains and e-commerce companies.

Corporate Information

The Company was initially incorporated

as Property Management Corporation of America on January 23, 2014 in the State of Delaware.

On June 21, 2017, the Company amended

its certificate of incorporation to effect a 1-for-4 reverse stock split of the Company’s outstanding common stock, to increase

the authorized shares of common stock to 200,000,000 shares and to change the name of the Company from “Property Management

Corporation of America”

to “FingerMotion, Inc.”

Corporate Actions ”).

The Corporate Actions

and the amended certificate of incorporation became effective on June 21, 2017.

Effective July 13, 2017, the Company

entered into that certain Share Exchange Agreement (the “

Share Exchange Agreement ”) by and among the Company,

Finger Motion Company Limited, a Hong Kong corporation (“

FMCL ”) and certain shareholders of FMCL (the “

Shareholders ”).

Pursuant to the Share Exchange Agreement, the Company agreed to exchange the outstanding equity stock

of FMCL held by the FMCL Shareholders for shares of common stock of the Company.

On the closing date of the Share Exchange Agreement,

the Company issued approximately 12,000,000 shares of common stock to the FMCL shareholders.

In addition, the Company issued 600,000

shares to consultants in connection with the transactions contemplated by the Share Exchange Agreement, and 2,562,500 additional

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

As a result of the Share Exchange

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

Kong corporation, was formed on April 6, 2016 and is an information technology company that specializes in operating and publishing

mobile games.

We operate our video game division through FMCL.

On October 16, 2018, the Company,

through its indirect wholly owned subsidiary, Shanghai JiuGe Business Management Co., Ltd.

JiuGe Management ”),

entered into a series of agreements known as variable interest agreements (the “

VIE Agreements ”) pursuant to

which Shanghai JiuGe Information Technology Co., Ltd.

JiuGe Technology ”) became our contractually controlled

The use of VIE agreements is a common structure used to acquire PRC corporations, particularly in certain industries

in which foreign investment is restricted or forbidden by the PRC government.

The VIE Agreements include a Consulting Services

Agreement, a Loan Agreement, a Power of Attorney Agreement, a Call Option Agreement, and a Share Pledge Agreement in order to secure

the connection and commitments of the JiuGe Technology.

We operate our mobile payment platform business through JiuGe Technology.

Our principal executive offices are

located at 1460 Broadway, New York, New York 10036, and our telephone number at that address is (347) 349-5339.

Intercorporate Relationships

The following is a list of all of our subsidiaries

and the corresponding date of jurisdiction of incorporation or organization and the ownership interest of each.

All of our subsidiaries

are directly or indirectly owned or controlled by us:

( FingerMotion or the Company ) The Company is a mobile data specialist company incorporated

in Delaware, USA, with its head office located at 1460 Broadway, New York, New York, 10036.

The Company operates the following

lines of business:

(i) telecommunications products and services;

(ii) Short Message Services ( SMS ) and Multimedia

Messaging Services ( MMS );

(iii) a rich communication services ( RCS ) platform;

data insights;

and (v) a video games division (inactive).

Telecommunications

Products and Services

Company has offered telecommunication products and services in China since September 2018, with its current product mix consisting

of payment and recharge services, data plans, subscription plans, mobile phones, and loyalty points redemption.

Chinese mobile

phone consumers often utilize third-party e-marketing websites to pay their phone bills.

If the consumer connected directly to

the telecommunications provider to pay his or her bill, the consumer would miss out on any benefits or marketing discounts that

e-marketers provide.

Thus, consumers log on to these e-marketers websites, click into their respective phone providers

store, and top up, or pay, their telecommunications provider for additional mobile data and talk time.

connect to the respective mobile telecommunications providers, these e-marketers must utilize a portal licensed by the applicable

telecommunication company that processes the payment.

We have been granted one of these licenses by China United Network Communications

Group Co., Ltd.

( China Unicom ) and China Mobile Communications Corporation ( China Mobile ),

each of which is a major telecommunications provider in China.

We principally earn revenue by providing mobile payment and recharge

services to customers of China Unicom and China Mobile.

started and commercialized its Business to Business ( B2B ) model by integrating with various

e-commerce platforms to provide its mobile payment and recharge services to subscribers or end consumers.

In the first quarter

of 2019 FingerMotion expanded its business by commercializing its first Business to Consumer ( B2C )

model, offering the telecommunication providers products and services, including data plans, subscription plans, mobile

phones, and loyalty points redemption, directly to subscribers or customers of the e-commerce companies, such as PinDuoDuo ( PDD )

and TMall ( TMALL ).

The Company is planning to further expand its universal exchange platform by setting up

B2C stores on several other major e-commerce platforms in China.

In addition to that, we have been assigned as one of Chinas

Mobiles loyalty redemption partner where we will be providing the services for their customers via our platform.

and MMS Services

beginning of 2019, the Company expanded into a second partnership with the telecom companies by acquiring bulk Short Message Service

( SMS ) and Multimedia Messaging Service ( MMS ) bundles at reduced prices and offering

bulk SMS services to end consumers with competitive pricing.

FingerMotions subsidiary, Beijing XunLian TianXia Technology

( Beijing Technology ), retains a license from the Ministry of Industry and Information Technology

( MIIT ) to operate the SMS and MMS business in the PRC.

Similar to the mobile payment and recharge business,

Beijing Technology is required to make a deposit or bulk purchase in advance and has secured business customers, including premium

car manufacturers, hotel chains, airlines and e-commerce companies, that utilize Beijing Technologys SMS integrated platform

to send bulk SMS text messages monthly.

Beijing Technology has the capability to manage and track the entire process, including

guiding the Companys customer to meet MIITs guidelines on messages composed, until the SMS messages have been delivered

successfully.

Communication Services

March 2020, the Company began development of an RCS platform, also known as MaaP (Messaging as a Platform).

This RCS platform

will be a proprietary business messaging platform that enables businesses and brands to communicate and service their customers

on the 5G infrastructure, delivering a better and more efficient user experience at a lower cost.

For example, with the new 5G

RCS message service, consumers will have the ability to list available flights by sending a message regarding a holiday, and will

also be able to book and buy flights by sending messages.

This will allow telecommunication providers like China Unicom and China

Mobile to retain users on their systems, without having to utilize third party apps or log onto the internet, which will increase

their user retention.

We expect this to open up a new marketing channel for the Companys current and prospective business

Data Insights

July 2020, the Company launched its proprietary technology platform Sapientus as its big data insights arm to deliver

data-driven solutions and insights for businesses within the insurance, healthcare, and financial services industries.

the information gathered via the Companys licensed access to telecommunication data, Sapientus transforms raw telco data

into basic building blocks, statistical measures, and behavioral inferences, while layering in auxiliary contextual information,

to extract behavioral insights and power revolutionary applications for insurance and financial services.

Companys proprietary risk assessment engine offers standard and customized scoring and appraisal services based on multi-dimensional

The Company has the ability to provide potential customers and partners with various big data enabled applications including

preferred risk selection, precision marketing, product customization, and claims management (e.g.

fraud detection).

The Companys

mission is to deliver the next generation of data-driven solutions in the financial services, healthcare, and insurance industries

that result in more accurate risk assessments, more efficient processes, and a more delightful user experience.

Video Game Division

video game industry covers multiple sectors and is currently experiencing a move away from physical games towards digital software.

Advances in technology and streaming now allow users to download games rather than visiting retailers.

Video game publishers are

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

momentum as the next big sectors.

June 2018, we temporarily paused its publishing and operating plans for existing games, and the Companys board of directors

decided to re-focus the companys resources into new business opportunities in China, particularly the mobile phone payment

and data business.

Company was initially incorporated as Property Management Corporation of America on January 23, 2014 in the State of Delaware.

June 21, 2017, the Company amended its certificate of incorporation to effect a 1-for-4 reverse stock split of the Companys

outstanding common stock, to increase the authorized shares of common stock to 200,000,000 shares and to change the name of the

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

The Corporate Actions and the amended certificate of incorporation became effective on June 21, 2017.

principal executive offices are located at 1460 Broadway, New York, New York 10036, and our telephone number at that address is

(347) 349-5339.

Exchange Agreement

July 13, 2017, the Company entered into that certain Share Exchange Agreement (the Share Exchange Agreement )

by and among the Company, Finger Motion Company Limited, a Hong Kong corporation ( FMCL ) and certain shareholders

of FMCL (the FMCL Shareholders ).

FMCL, a Hong Kong corporation, was formed on April 6, 2016 and is an information

technology company that specializes in operating and publishing mobile games.

Pursuant to the Share Exchange Agreement, the Company

agreed to exchange the outstanding equity stock of FMCL held by the FMCL Shareholders for shares of common stock of the Company.

On the closing date of the Share Exchange Agreement, the Company issued approximately 12,000,000 shares of common stock to the

FMCL shareholders.

In addition, the Company issued 600,000 shares to consultants in connection with the transactions contemplated

by the Share Exchange Agreement, and 2,562,500 additional shares to accredited investors, which was a concurrent financing but

not a condition of closing the Share Exchange Agreement.

a result of the Share Exchange Agreement and the other transactions contemplated thereunder, FMCL became a wholly owned subsidiary

of the Company.

The Company operates its video game division through FMCL.

However, in June 2018, the Company decided to pause

the operation of the game division as it saw the opportunity in the telecommunication business and have since refocused into this

October 16, 2018, the Company, through its indirect wholly owned subsidiary, Shanghai JiuGe Business Management Co., Ltd.

Management ), entered into a series of agreements known as variable interest agreements (the VIE Agreements )

pursuant to which Shanghai JiuGe Information Technology Co., Ltd.

( JiuGe Technology ) became our contractually

controlled affiliate.

The use of VIE agreements is a common structure used to acquire PRC corporations, particularly in certain

industries in which foreign investment is restricted or forbidden by the PRC government.

The VIE Agreements include a Consulting

Services Agreement, a Loan Agreement, a Power of Attorney Agreement, a Call Option Agreement, and a Share Pledge Agreement in

order to secure the connection and commitments of the JiuGe Technology.

We operate our mobile payment platform business through

JiuGe Technology.

VIE Agreements included:

consulting services agreement through which JiuGe Management is mainly engaged in data marketing, technical services, technical

consulting and business consultancy to JiuGe Technology (the JiuGe Technology Consulting Services Agreement );

loan agreement through which JiuGe Management grants a loan to the Legal Representative of JiuGe Technology for the purpose of

capital contribution (the JiuGe Technology Loan Agreement );

power of attorney agreement under which the owner of JiuGe Technology has vested their collective voting control over JiuGe Technology

to JiuGe Management and will only transfer their equity interests in JiuGe Technology to JiuGe Management or its designee(s) (the

JiuGe Technology Power of Attorney Agreement );

call option agreement under which the owner of JiuGe Technology has granted to JiuGe Management the irrevocable and unconditional

right and option to acquire all of their equity interests in JiuGe Technology or transfer these rights to a third party (the JiuGe

Technology Call Option Agreement );

share pledge agreement under which the owner of JiuGe Technology has pledged all of their rights, titles and interests in JiuGe

Technology to JiuGe Management to guarantee JiuGe Technologys performance of its obligations under the JiuGe Technology

Consulting Services Agreement (the JiuGe Technology Share Pledge Agreement ).

the first half of 2018, JiuGe Technology secured contracts with China Unicom and China Mobile to distribute mobile data for businesses

and corporations in 9 provinces/municipalities, namely Chengdu, Jiangxi, Jiangsu, Chongqing, Shanghai, Zhuhai, Zhejiang, Shaanxi

and Inner Mongolia.

September 2018, JiuGe Technology launched and commercialized mobile payment and recharge services to businesses for China Unicom.

The JiuGe Technology mobile payment and recharge platform enables the seamless delivery of real-time payment and recharge services

to third-party channels and businesses.

We earn a negotiated rebate amount from each of China Unicom and China Mobile for all

monies paid by consumers to China Unicom and China Mobile that we process.

To encourage consumers to utilize our portal instead

of using our competitors platforms or paying China Unicom or China Mobile directly, we offer mobile data and talk time

at a rate discounted from these companies stated rates, which are also the rates we must pay to them to purchase the mobile

data and talk time provided to consumers through the use of our platform.

Accordingly, we earn income on the rebates we receive

from the telecommunications companies, reduced by the amounts by which we discount the mobile data and talk time sold through

our platform.

October 2018, China Unicom and China Mobile awarded JiuGe Technology with contracts that established partnerships for data analysis,

that could unlock potential value-added services.

of Beijing Technology

March 7, 2019, the Company through JiuGe Technology acquired Beijing XunLian TianXia Technology Co., Ltd.

( Beijing Technology ),

a company in the business of providing mass SMS text services to businesses looking to communicate with large numbers of their

customers and prospective customers.

Through Beijing Technology, the Company entered into the business of mass SMS text message

service as a compliment to its mobile payment and recharge business.

The mass SMS text message service offers bulk SMS services

to end consumers with competitive pricing.

Currently, the Companys SMS integrated platform is processing more than 150

million SMS text messages per month.

Beijing Technology retains a license from the Ministry of Industry and Information Technology

to operate SMS and MMS business in the PRC.

Similar to the mobile recharge business, Beijing Technology is required to make a

deposit or bulk purchase in advance and has secured business customers that will utilize Beijing Technologys SMS integrated

platform to send bulk SMS text messages monthly.

Beijing Technology has the capability to manage and track the entire process,

including to assist the Companys clients to fulfill the government guidelines, until the SMS messages have been delivered

successfully.

Unicom Cooperation Agreement

July 7, 2019, JiuGe Technology entered into that certain Yunnan Unicom Electronic Sales Platform Construction and Operation Cooperation

Agreement (the Cooperation Agreement ) with China United Network Communications Limited Yunnan Branch ( China

Unicom Yunnan ).

Under the Cooperation Agreement, JiuGe Technology is responsible for constructing and operating China

Unicom Yunnans electronic sales platform through which consumers can purchase various goods and services from China Unicom

Yunnan, including mobile telephones, mobile telephone service, broadband data services, terminals, smart devices

and related financial insurance.

The Cooperation Agreement provides that JiuGe Technology is required to construct and operate

the platforms webpage in accordance with China Unicom Yunnans specifications and policies, and applicable law, and

bear all expenses in connection therewith.

As consideration for the services it provides under the Cooperation Agreement, JiuGe

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

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 Yunnan unilaterally.

The Cooperation Agreement contains customary representations

from each party regarding such partys authority to enter into and perform under the Cooperation Agreement, and provides

customary events of default, including for various types of failure to perform.

Any disputes arising between the parties under

the Cooperation Agreement will be adjudicated in Chinese courts.

description of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the

terms of the Cooperation Agreement, which is attached hereto as Exhibit 10.7 and is incorporated herein by this reference.

Mobile Cooperation Agreement

December 2020, JiuGe Technology entered into a strategic cooperation agreement (the China Mobile Cooperation Agreement )

with China Mobiles subsidiary, China Mobile Financial Technology Co., Ltd.

( China Mobile Financial )

to explore and create a new forward-leaning business model that combines the traditional loyalty point redemption business with

an e-commerce platform designed to create a higher evolution of brand loyalty.

the beginning of 2020, JiuGe Technology began actively seeking cooperation with China Mobile Financial, given China Mobiles

years of experience in the financial services industry.

Currently, of China Mobiles estimated 900 million subscribers,

only an estimated 600 million currently participate and accumulate points within the loyalty reward program, often referred to

as Points Mall, meaning there is still plenty of room for growth.

These estimated 600 million subscribers have accumulated

an aggregate of points worth an estimated 20 billion yuan (approximately US$2.86 billion) (Source:

China Securities Journal, China

Mobile will open points ecological stock, customer points worth over 20 billion yuan, Yang Jie, November

Points Mall business is the US equivalent of a loyalty rewards program.

The program uses points as

a form of currency that allows users to exchange them for products and services.

The loyalty program strives to keep its content

fresh and is on the lookout for partnerships with other unique brands to expand the universe of redemption products and services

Intercorporate

Relationships

following is a list of all of our subsidiaries and the corresponding date of jurisdiction of incorporation or organization and

the ownership interest of each.

All of our subsidiaries are directly or indirectly owned or controlled by us:

Name of Entity

Place of Incorporation/Formation

Place of Incorporation /

Ownership Interest

6 unchanged sentences

Beijing XunLian TianXia Technology Co., Ltd.

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

(2) Finger Motion (CN) Global Limited is a wholly-owned subsidiary of

FingerMotion, Inc.

(3) Finger Motion (CN) Limited is a wholly-owned subsidiary of Finger

Motion (CN) Global Limited.

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

is a wholly-owned subsidiary

of Finger Motion (CN) Limited.

(5) Shanghai JiuGe Information Technology Co., Ltd.

is a variable interest

entity that is contractually controlled by Shanghai JiuGe Business Management Co., Ltd.

(6) Beijing XunLian TianXia Technology Co., Ltd.

is a 99% owned subsidiary

of Shanghai JiuGe Information Ttechnology Co., Ltd.

Our Video Game Division

The video game industry covers multiple

sectors and is currently experiencing a move away from physical games towards digital software.

Advances in technology and streaming

now allow users to download games rather than visiting retailers.

Video game publishers are expanding their direct-to-consumer

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

FMCL secured a strategic alliance

with Games Development Studio in China to design and develop games for the Company.

To date, we have three games licenses and the

licenses cover worldwide distribution rights (except China).

The two current game genres are action role playing games and the

other is a simulated life game.

In June 2018, FMCL temporarily paused

its publishing and operating plans for existing games, and the Company’s board of directors decided to re-focus the company’s

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

Our Mobile Payment Platform

As noted above, we conduct our mobile

payment business through JiuGe Techology, which became our contractually controlled affiliate through the VIE Agreements in October

The use of VIE agreements is a common structure used to acquire PRC corporations, particularly in certain industries in which

foreign investment is restricted or forbidden by the PRC government.

The VIE Agreements included:

a Consulting Services Agreement through which JiuGe Management is mainly engaged in data marketing, technical services, technical consulting and business consultancy to JiuGe Technology;

a Loan Agreement through which JiuGe Management grants a loan to JiuGe Technology for the purpose of capital contribution;

a Power of Attorney Agreement under which the owners of JiuGe Technology have vested their collective voting control over JiuGe Technology to JiuGe Management and will only transfer their equity interests in JiuGe Technology to JiuGe Management or its designee(s);

a Call Option Agreement under which the owners of JiuGe Technology have granted to JiuGe Management the irrevocable and unconditional right and option to acquire all of their equity interests in JiuGe Technology or transfer these rights to a third party;

a Share Pledge Agreement under which the owners of JiuGe Technology have pledged all of their rights, titles and interests in JiuGe Technology to JiuGe Management to guarantee JiuGe Technology’s performance of its obligations under the Consulting Services Agreement.

In the first half of 2018, JiuGe

Technology secured contracts with China Unicom and China Mobile to distribute mobile data for businesses and corporations in 9

provinces/municipalities, namely Chengdu, Jiangxi, Jiangsu, Chongqing, Shanghai, Zhuhai, Zhejiang, Shaanxi and Inner Mongolia.

In September 2018, JiuGe Technology

launched and commercialized mobile payment and recharge services to businesses for China Unicom.

The JiuGe Technology mobile payment

and recharge platform enables the seamless delivery of real-time payment and recharge services to third-party channels and businesses.

We earn a negotiated rebate amount from each of China Unicom and China Mobile for all monies paid by consumers to China Unicom

and China Mobile that we process.

To encourage consumers to utilize our portal instead of using our competitors’

or paying China Unicom or China Mobile directly, we offer mobile data and talk time at a rate discounted from these companies’

stated rates, which are also the rates we must pay to them to purchase the mobile data and talk time provided to consumers through

the use of our platform.

Accordingly, we earn income on the rebates we receive from the telecommunications companies, reduced by

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

In October 2018, China Unicom and

China Mobile awarded JiuGe Technology with contracts that established partnerships for data analysis, that could unlock potential

value-added services.

On July 7, 2019, JiuGe Technology

entered into that certain Yunnan Unicom Electronic Sales Platform Construction and Operation Cooperation Agreement (the “

Agreement ”) with China United Network Communications Limited Yunnan Branch (“

China Unicom Yunnan ”).

Under the Cooperation Agreement, JiuGe Technology is responsible for constructing and operating China Unicom Yunnan’s electronic

sales platform through which consumers can purchase various goods and services from China Unicom Yunnan, including mobile telephones,

mobile telephone service, broadband data services, terminals, “smart”

devices and related financial insurance.

Cooperation Agreement provides that JiuGe Technology is required to construct and operate the platform’s webpage in accordance

with China Unicom Yunnan’s specifications and policies, and applicable law, and bear all expenses in connection therewith.

As consideration for the services it provides under the Cooperation Agreement, JiuGe Technology receives a percentage of the revenue

received from all sales it processes for China Unicom Yunnan 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 Yunnan unilaterally.

The Cooperation Agreement contains customary representations from each party regarding

such party’s authority to enter into and perform under the Cooperation Agreement, and provides customary events of default,

including for various types of failure to perform.

arising between the parties under the Cooperation Agreement will be adjudicated in Chinese courts.

This description of the Cooperation

Agreement does not purport to be complete and is qualified in its entirety by reference to the terms of the Cooperation Agreement,

which is attached hereto as Exhibit 10.7 and is incorporated herein by this reference.

Our industry is highly competitive,

rapidly changing, highly innovative and increasingly subject to regulatory scrutiny and oversight.

We compete against a wide range

of businesses, including those that are larger than we are, have a dominant and secure position or offer other products and services

to consumers and merchants that we do not offer.

We believe we are in an advantageous position compared to many of our competitors

or potential competitors because we have been granted an exclusive license to act as an authorized processor of payments in China

for China Unicom and China Mobile.

Our mobile payments business competes

principally against two alternatives.

First, we compete directly with other holders of licenses from the major mobile telecommunications

providers in China.

We understand there are a limited number of these licenses, but believe that certain other license holders

are large, diversified companies with deep financial resources.

We also compete with payment processors that are not authorized

licensees of the mobile telecommunications companies but nevertheless provide similar services.

Separately, and more generally,

we compete with all forms and methods of paying for additional data and minutes, including credit and debit cards, other electronic

payment platforms and bank transfers.

Because we have been awarded a contract to

process payments for China Unicom and China Mobile and, are therefore, able to offer services directly to market with value added

services, we believe the Company is in an advantageous position as compared to its competition.

We look to take advantage of the

position that we have been afforded.

Intellectual Property

FingerMotion has sufficient intellectual

property rights to operate its mobile payment and recharge platform system.

The Company will continue to enhance the system to

meet market and consumer demands and requirements.

We operate in a rapidly evolving

regulatory environment characterized by a heightened regulatory focus on all aspects of the payments industry.

That focus continues

to become even more heightened as regulators on a global basis focus on such important issues as countering terrorist financing,

anti-money laundering, privacy, cybersecurity and consumer protection.

Some of the laws and regulations to which we are subject

were enacted recently, and the laws and regulations applicable to us, including those enacted prior to the advent of digital and

mobile payments, are continuing to evolve through legislative and regulatory action and judicial interpretation.

New or changing

laws and regulations, including how such laws and regulations are interpreted and implemented, as well as increased penalties and

enforcement actions related to non-compliance, could have a material adverse impact on our business, results of operations, and

financial condition.

Therefore, as we grow, we will need to develop the capacity to monitor these areas closely to design compliant

solutions for our customers who depend on us.

Government regulation impacts key

aspects of our business.

We are subject to regulations that affect the payments industry in the markets in which we operate.

Payments Regulation .

laws and regulations govern the payments industry in China, where our mobile payment and recharge platform principally operates.

Our activities in this regard are, or may be, supervised by one or more financial regulatory authorities, including the People’s

Bank of China.

Other national or provincial regulatory agencies may have or assert jurisdiction over our activities, including

agencies and authorities outside of China, if our platform is utilized by consumers in such jurisdictions.

The laws and regulations

applicable to the payments industry in any given jurisdiction are subject to interpretation and change.

Anti-Money Laundering and Counter-Terrorist

FingerMotion is subject to anti-money laundering (“

AML ”) laws and regulations in China, the U.S.

and other jurisdictions, as well as laws designed to prevent the use of the financial systems to facilitate terrorist activities.

As we grow our business, we will need to develop an AML program designed to prevent our payment network from being used to facilitate

money laundering, terrorist financing, and other illicit activities, or to do business in countries or with persons and entities

included on designated country or person lists promulgated by the U.S.

Department of the Treasury’s Office of Foreign Assets

Controls (“

OFAC ”) and equivalent authorities in China and other countries whose jurisdiction we may become subject

as a result of our operations.

Any AML and sanctions compliance program we put in place will need to involve policies, procedures

and internal controls designed to address these legal and regulatory requirements and assist in managing money laundering and terrorist

financing risks.

Data Protection and Information

Aspects of our operations or business may be subject to privacy and data protection regulation in China, the U.S.

Contractually controlled

Finger Motion Financial Group Limited (7)

Finger Motion Financial Company Limited (8)

Shanghai TengLian JiuJiu Information Communication Technology Co., Ltd.

Contractually controlled

Motion Company Limited is a wholly-owned subsidiary of FingerMotion, Inc.

Motion (CN) Global Limited is a wholly-owned subsidiary of FingerMotion, Inc.

Motion (CN) Limited is a wholly-owned subsidiary of Finger Motion (CN) Global Limited.

JiuGe Business Management Co., Ltd.

is a wholly-owned subsidiary of Finger Motion (CN) Limited.

JiuGe Information Technology Co., Ltd.

is a variable interest entity that is contractually controlled by Shanghai JiuGe Business

Management Co., Ltd.

XunLian TianXia Technology Co., Ltd.

is a 99% owned subsidiary of Shanghai JiuGe Information Technology Co., Ltd.

Motion Financial Group Limited is a wholly-owned subsidiary of FingerMotion, Inc.

Motion Financial Company Limited is a wholly-owned subsidiary of Finger Motion Financial Group Limited.

TengLian JiuJiu Information Communication Technology Co., Ltd.

is a 99% owned subsidiary of Shanghai JiuGe Information Technology

Telecommunications

Products and Services

Historically,

telecommunication operators focused their efforts on expanding their retail presence;

however, consumer behaviors and demands

have shifted from offline to online.

In 2018, the Company developed a proprietary universal exchange platform called PigeonHoles

Integration System, which provides seamless integration between telecommunication operators and online stores servicing

Chinese consumers all around China.

Companys products and services offerings include the following:

Product / Service

Recharge Services

The Company offers recharge services to consumers throughout China.

The Company offers mobile data plans to consumers, including 5G plans.

The Company offers mobile phones to consumers online.

Upon order completion, the Companys up-stream partners or phone distributors (VSens and ZhengZhouXinSiWei) will arrange direct delivery to the customer.

Loyalty Points Redemption

As one of China Mobiles loyalty point redemption partners, the Company provides loyalty point redemption services for their customers via the Companys platforms.

Subscription Plan

The Company acquires new customers by offering telecommunication subscription plans.

The Company shares revenue with telecommunication operators on a new subscribers spending over the following 12 months.

Company partners with all three major telecommunication operators in China, namely China Mobile, China Unicom and China Telecom,

to offer its products and services:

Telecommunication Operator

Products and Services

Recharge Service

Loyalty Points Redemption

Subscription Plans

China Unicom (1)

Recharge Service

Subscription Plan

China Telecom

Recharge Service

Company anticipates extending its services with China Unicom to include loyalty points redemption in the very near future.

2020, the Company entered into arrangements with two third party smartphone distributors (VSens and ZhengZhouXinSiWei) to extend

their product offerings across online stores on various platforms.

The Company plans to commercialize the offering in the first

quarter of 2021.

Company currently operates online stores and pages on various e-commerce and social media platforms, gaining access to millions

of users without having to incur the associated marketing expenditures or user acquisition investments.

Name of Online Stores

Partners / Platform

JiuGe TongXin Store

Telco Products & Services

JiuGe Digital Store

Mobile Phones

HeNan China Mobile Store

China Mobile Flagship Store

YunNan China Unicom Store

China Unicom Flagship Store

ChiFeng China Mobile Store

China Mobile Flagship Store

YunNan China Unicom Store

PingDuoDuo.com

China Unicom Flagship Store

JiuGe Mobile Data Store

PingDuoDuo.com

Telco Products & Services

YunNan China Unicom Store

China Unicom Flagship Store

and MMS Service

Message Service (SMS) remains the only secure and reliable communication medium that connects all telecommunication operators

In 2019, the telecommunications industry in China sent a total of around 1,506 billion SMS, 1 equivalent to

a market size of RMB 39.2 billion (~$5.85 billion), a year-on-year increase of 37.5% compared to 2018.

2 The Company

was responsible for 1.2 billion, or 0.08% of market share.

are strict policies imposed by the Chinese government regulating message broadcasting via the SMS protocol.

One key metric being

monitored is the rate of public complaints on messages received via SMS, with the aim of fighting spam messages and blocking uncensored

early 2019, the Company completed beta testing of its proprietary SMS Integrated System and the commercialization phase began

in April 2019.

The SMS Integrated System provides a robust back-end control panel for corporate partners to access and manage

their own messaging settings.

Corporate partners can upload a list of targeted members, compose text or multimedia messages and

define broadcasting settings.

All messages must be submitted to the ministry for review before being delivered to telecommunication

operators back-end for broadcasting.

mass SMS text message service offers bulk SMS services to end consumers with competitive pricing.

Beijing Technology retains a

license from the Ministry of Industry and Information Technology to operate SMS and MMS business in the PRC.

Similar to the mobile

payment and recharge business, Beijing Technology is required to make a deposit or bulk purchase in advance, and has secured business

customers that will utilize Beijing Technologys SMS integrated platform to send bulk SMS text messages monthly.

Technology has the capability to manage and track the entire process, including guiding the Companys customer to meet governments

guidelines on messages composed, until the SMS messages have been delivered successfully

Companys SMS Integrated System performs more than 150 million SMS transactions monthly.

The Company focuses its efforts

■ Continuously

enhancing the SMS Integrated System to offer a more flexible, reliable, and scalable platform.

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closely with telecommunication operators in a select few provinces allows the Companys business development team to negotiate

and secure better bulk purchase pricing from time to time.

Companys corporate partners span various industries such as airlines, insurance and financial services, e-commerce and

consumer markets;

diversifying sources of revenue improves the stability of the Companys revenue stream and minimizes seasonal

fluctuations with SMS volume.

Communication Services (RCS) Platform

Telecommunication

operators around the world have reached consensus on the need to upgrade the operator messaging service from SMS to Rich Communication

Services (RCS) messaging in the 5G era.

Worldwide, the GSM Association (GSMA) indicates 90 operators have launched RCS, attracting

473 million users and projecting an estimated value of $74 billion by 2021.

April 8, 2020, Chinas three major telecommunication operators, namely China Mobile, China Telecom and China Unicom, released

a 5G messaging white paper outlining their commitment to mandate all compatible handsets sold in the country support RCS.

messaging service or RCS can support not only Person-to-Person (P2P) messaging, but also Application-to-Person (A2P) messaging.

Through P2P messaging, RCS offers a richer text-messaging system, provides phonebook polling and is capable of transmitting in-call

multimedia features.

A2P messaging enables businesses and brands to communicate with users via chatbot, facilitates the sharing

of high-quality videos but also more direct interfacing with the internet;

consumers will no longer have to download multiple

mobile apps and can, for instance, directly buy train tickets and book flights by just sending messages.

March 2020, the Companys management allocated resources dedicated for the research and development of a RCS platform –

MaaP (Messaging as a Platform).

This RCS platform is expected to be a proprietary business messaging platform that enables businesses

and brands to communicate and service their customers on 5G infrastructure, delivering better user experience, more efficiently

and cost effectively.

This is expected to open up a new marketing channel for the Companys current and prospective business

the third quarter of the fiscal year ended 2022, the Company anticipates commercializing the following RCS platforms:

Platform for Telecommunication Products and Services

Company intends to launch its own brand on the platform for the telecommunication products and services it currently carries.

The platform is expected to provide the Company with direct access to 5G mobile users.

Furthermore, the Company can continue building

and enhancing its brand on the platform serving as the most comprehensive one-stop shop for telecommunication products and services.

Platform for Partners and Brands

Company is targeting to engage larger partners and brands on this new RCS platform.

It is currently working and negotiating with

one of the largest phone distributors in China to be among the first partners launching services on the platform.

Data Insights

Company launched its proprietary platform Sapientus in July 2020 as its big data insights arm to deliver data-driven

solutions and insights for businesses within the insurance and financial services industries.

Leveraging the Companys strong

tech and data backbone, Sapientus specializes in data mining and insights extraction.

The Companys flexible data structure

is built from the ground up, by transforming raw telco data into basic building blocks, statistical measures and behavioral inferences,

while layering in auxiliary contextual information, to extract behavioral insights and power revolutionary applications for insurance

and financial services.

equips insurance industry partners with a range of capabilities such as:

insights and scoring derived from a time series of live telco data, along with an expansive set of auxiliary data, enabling deeper

contextual understanding of a customers behavior propensity and risk inclination for more granular segmentation;

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■ Transactional

integration giving real-time feedback enriched with risk and behavior insights on current and prospective customers, thereby further

promoting digital transformations in the industry – e.g.

online underwriting, claims processing and fraud detection, etc.;

■ Insight-driven

data analytic services, sufficiently adaptive to incorporate new information such as emerging claim and marketing data, and synchronize

with the Companys partners operating and risk assessment philosophy via continual learning and honing.

deep bench of insurance and data science expertise is expected to attract an expanding client base, supporting risk calibrations

and insights extraction using advanced statistical methods and analytic techniques.

The Companys proprietary risk assessment

engine offers standard and customized scoring and appraisal services based on multi-dimensional factors, enabled by extensive

data coverage through exclusive telco partnerships.

The Company augments and shares value with its partners through various big

data enabled applications including preferred risk selection, precision marketing, product customization, and claims management

fraud detection).

Companys mission is to deliver the next generation of data-driven insurance solutions that result in more accurate risk

assessments, more efficient processes and a more delightful customer journey.

Company anticipates development of Sapientus in three key stages:

Initialization

the initialization stage, the Companys focus on building its brand and honing its rating framework and analytics.

To accomplish

this, the Company will be partnering with reinsurers to increase its visibility as well as assimilate its data analytics into

the reinsurers value chain.

Potential engagements include underwriting enhancement, market segmentation, product design

as well as facilitation of claims review and adjudication.

Revenue during this time will be sourced mainly from offering proprietary

rating system and related services that are customized to fit the Companys reinsurer partners specific needs.

establishing collaborative facilities with reinsurers allows the Company to integrate posterior information (claims, underwriting

experience, and campaign feedback) for improving its scoring / measurement system.

expansion stage shifts the Companys revenue focus from offering rating system alone to earning commissions and profit shares

through channel expansion and innovative product designs enabled by more granular customer segmentation.

Channel expansion could

be achieved by cross-selling through the Companys affiliated company and brokerage arm, supported by leads generation for

niche marketing and further upselling.

In addition, developing customized product solutions with reinsurers will augment value

proposition, offering more personalized and efficient coverage based on the latent risks of individuals.

Precision marketing enhances

product take-up rates, while preferred risk selection is expected to attract profitable business and improve portfolio results.

As such, added value can be generated and shared among Sapientus and its (re)insurer and distribution partners.

Sapientus matures, the Company enters the integration stage.

Behavioral dynamics can prove to be very versatile in supporting

many possibilities beyond insurance.

Having accumulated more diverse data and insights enriches the Companys rating perspective,

enabling it to offer a universal rating platform that can be commonly adopted across the industry.

The Companys platform

can be readily integrated with other systems, helping the Company extend reach beyond insurance applications.

For example, the

Companys generalized rating system can help conduct smart underwriting for financial loans or craft out consumer behaviors

and risk propensities to inform ecommerce business decisions.

The Companys platform can be used standalone as an independent

rating tool, as well as offered as part of an integrated system, joining forces with various ecosystem partners on data access,

customer relationships, advanced analytics, product and service capabilities.

Types of value that can be realized through ecosystems

Creating a one-stop shop or interface for consumers by removing the hassle of switching among multiple providers;

Generating synergy value for stakeholders by pooling and sharing information and resources to serve common needs;

integration :

Mining and analyzing available data, applying learnings to deliver convenience and tangible benefits to customers.

Companys growth strategy is a multi-pronged approach, continually asking Whats next? and consisting

of the following:

PigeonHoles Integration System and the SMS Integrated System .

Maintaining a stable and robust platform will give the Company

the flexibility to manage new product offering and packages in order to increase revenue.

This will be the key critical success

factor for the Companys expansion plans.

customer base.

Along with the stability of the Companys platform and its ability to access working capital, the Companys

growth will be based on increasing its market share through expanding its base in its current geographic regions of operations

and through expanding its presence into other regions.

The Companys offerings can be targeted to a wider group of customers,

which should improve overall revenue.

Product line expansion.

The Company will constantly increase its product offerings from its telco partners by designing new

packages and offerings in order to differentiate the Company from its competition.

The Company will continue to build brand loyalty and enhance its customer service to ensure customer retention and

repeat sales.

In December 2020, the Company signed a Strategic Cooperation Agreement for Loyalty Program Business with China Mobile

Financial Technology Co., Ltd.

The agreement is to explore and create a new forward-learning business model that combines the

traditional loyalty point redemption business with an e-commerce platform designed to create a higher evolution of brand loyalty.

■ Diversification.

Breaking away from the Companys core and traditional business, the Company is moving into the insurance technology

(insuretech) space with Sapientus and the Companys big data analytics arm.

The Company will continue to explore

opportunities in the financial technology services (fintech), healthcare and advertising industries.

on strength and investing in talent.

The Company will continue to build the strongest team in all of its various businesses.

The company will also continue to build its core values to enhance and differentiate its support and services to ensure it is

able to stand out from its competitors.

and Marketing

Companys sales and marketing efforts are focused on promoting brand awareness of its JiuGe telecommunication stores currently

operating on most major e-commerce and social media platforms in China.

Company is continuously planning, in cooperation with its telco partners, seasonal and targeted marketing events in different

provinces and cities.

the inception of JiuGe Technology in 2018, the Company has secured contracts and agreements to work with nine 9 online stores

and twenty 20 business partners.

The Companys strategy is to expand into the entire China region and to reach out to a

wider base of customers and users that can benefit from the Companys product offerings.

Companys new agreement with China Mobile on the loyalty redemption business is a step towards the Companys customer

retention strategy that will also enable it to cross-sell additional products and offerings from the Company.

Company will continue to focus on, and expand, its roster of corporate clients to improve sales in its SMS business, and will

focus on expanding into different industries.

& Development

Platform - As a leader in the 5G ecosystem in China, the Company is developing the RCS platform to strengthen its first-mover

advantage in MaaP (Messaging as a Platform).

This messaging platform enables businesses and brands to communicate and service

their customers on 5G infrastructure, delivering a more efficient, more cost efficient, and more robust user experience.

should open up a new marketing channel for the Companys current and prospective business partners.

Data Insights - Beginning in January 2019, the Company has continuously researched industry reports and compiled data

published by researchers and have incorporated its findings into its Sapientus data blocks.

By integrating with external data

sources, the Companys R&D departments can develop innovative insuretech and fintech products to the Companys

re-insurance and financial services companies and partners.

industry is highly competitive, rapidly changing, highly innovative and increasingly subject to regulatory scrutiny and oversight.

We compete against a wide range of businesses, including those that are larger than we are, have a dominant and secure position

or offer other products and services to consumers and merchants that we do not offer.

We believe we are in an advantageous position

compared to many of our competitors or potential competitors because we have been granted an exclusive license to act as an authorized

processor of payments in China for China Unicom and China Mobile.

mobile payments business competes principally against two alternatives.

First, we compete directly with other holders of licenses

from the major mobile telecommunications providers in China.

We understand there are a limited number of these licenses, but believe

that certain other license holders are large, diversified companies with deep financial resources.

We also compete with payment

processors that are not authorized licensees of the mobile telecommunications companies but nevertheless provide similar services.

Separately, and more generally, we compete with all forms and methods of paying for additional data and minutes, including credit

and debit cards, other electronic payment platforms and bank transfers.

we have been awarded a contract to process payments for China Unicom and China Mobile and, are therefore, able to offer services

directly to market with value added services, we believe the Company is in an advantageous position as compared to its competition.

We look to take advantage of the position that we have been afforded.

Company has sufficient intellectual property rights to operate its mobile payment and recharge platform system.

Specifically,

the Company has registered patents for its mobile payment and recharge platform system.

The Company will continue to enhance the

system to meet market and consumer demands and requirements.

The Company has also implemented strict controls to ensure the safe

and secure keeping of any source codes.

Company has registered the following patents:

2019SR0439119

Integration System (1)

JiuGe Business Management Co.

2020SR0741902

Integrated System (2)