What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-05-28 compared with 2020-07-13 · 516 added, 542 removed, 61 unchanged (95% of the section changed)

MARKET FOR REGISTRANT’S COMMON

EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market for Common Stock

Our common stock is quoted on the OTCQB operated

by the OTC Markets Group Inc.

under the symbol “FNGR The market for our common stock is limited, and can be volatile.

following table sets forth the high and low bid prices relating to our common stock on a quarterly basis for the periods indicated

as quoted by the OTCQB.

These quotations reflect inter-dealer prices without retail mark-up, mark-down, or commissions, and may

not reflect actual transactions.

MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

for Common Stock

common stock is quoted on the OTCQX operated by the OTC Markets Group Inc.

under the symbol FNGR The market for

our common stock is limited and can be volatile.

The following table sets forth the high and low bid prices relating to our common

stock on a quarterly basis for the periods indicated as quoted by the OTCQB.

These quotations reflect inter-dealer prices without

retail mark-up, mark-down, or commissions, and may not reflect actual transactions.

Quarter Ended

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February 28, 2019

On July 8, 2020, the last reported sale price

of our common stock on the OTCQB was $3.00 per share.

Transfer Agent for Common Shares

The Registrar and Transfer Agent for our shares

of common stock is VStock Transfer, LLC located at 18 Lafayette Place, Woodmere, New York, U.S.A., 11598.

Holders of Common Shares

As of July 3, 2020, we had 177 shareholders

of record, which does not include shareholders whose shares are held in street or nominee names, if any.

We have never declared or paid any cash dividends

on our capital stock.

We currently intend to use the net proceeds from any offerings of our securities and our future earnings,

if any, to finance the further development and expansion of our business and do not intend or expect to pay cash dividends in the

foreseeable future.

Payment of future cash dividends, if any, will be at the discretion of our board of directors after taking

into account various factors, including our financial condition, operating results, current and anticipated cash needs, outstanding

indebtedness, and plans for expansion and restrictions imposed by lenders, if any.

Recent Sales of Unregistered Securities

Year Ended February 29, 2020

On March 15, 2019 and March 21, 2019,

we issued an aggregate of 133,200 shares of our common stock at a price of $1.50 per share to two individuals for gross proceeds

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 through an offshore transaction

which was negotiated and consummated outside of the United States.

On March 15, 2019, we issued 25,000

shares of our common stock at a price of $2.00 per share to one individual for gross proceeds of $50,000.

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 individual through an offshore transaction which was negotiated and consummated

outside of the United States.

On March 15, 2019, we issued an aggregate

of 27,000 shares of our common stock at a price of $2.50 per share to two individuals for gross proceeds of $67,500.

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 through an offshore transaction which was

negotiated and consummated outside of the United States.

From April 4, 2019 to April 11, 2019,

we issued an aggregate of 322,000 shares of our common stock at a price of $2.50 to ten individuals for gross proceeds of $805,000.

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 to the ten individuals as the securities were issued to the individuals through

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

On April 10, 2019, we issued 100,000

shares of our common stock at a deemed price of $2.50 to one entity pursuant to a consulting arrangement.

We relied on the exemption

from registration under the Securities Act provided by Section 4(a)(2) for the issuance to the entity which was a U.S.

On June 25, 2019, we issued 22,000 shares

of our common stock at a price of $2.50 per share to one individual pursuant to the conversion of a promissory note in the principal

amount of $50,000 plus interest of $5,000.

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 individual

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

On June 30, 2019, we issued 22,000 shares

of our common stock at a price of $2.50 per share to one individual pursuant to the conversion of a promissory note in the principal

amount of $50,000 plus interest of $5,000.

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 individual through an offshore transaction which was negotiated and consummated

outside of the United States.

On June 30, 2019, we issued 242,000

shares of our common stock at a deemed price of $1.00 per share to one individual pursuant to the conversion of promissory notes

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

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

On August 1, 2019, we issued 100,000

shares of our common stock at a deemed price of $1.00 to one entity pursuant to a consulting arrangement.

We relied on the exemption

from registration under the Securities Act provided by Section 4(a)(2) for the issuance to the entity which was a U.S.

On August 20, 2019, we issued 51,000

shares of our common stock at a price of $2.50 per share to one individual for gross proceeds of $127,500.

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 through an offshore transaction which was negotiated and consummated

outside of the United States.

On September 30, 2019, we issued an

aggregate of 40,000 shares of our common stock at a price of $2.50 per share to two individuals for gross proceeds of $100,000.

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 through an offshore transaction

which was negotiated and consummated outside of the United States.

Subsequent to the Year Ended February

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

Issuer Repurchases of Equity Securities

We did not repurchase any of our outstanding

securities during the fiscal year ended February 29, 2020.

May 20, 2021, the last reported sale price of our common stock on the OTCQX was $7.52 per share.

Agent for Common Shares

Registrar and Transfer Agent for our shares of common stock is VStock Transfer, LLC located at 18 Lafayette Place, Woodmere, New

York, U.S.A., 11598.

of Common Shares

of May 20, 2021, we had 199 shareholders of record, which does not include shareholders whose shares are held in street or nominee

have never declared or paid any cash dividends on our capital stock.

We currently intend to use the net proceeds from any offerings

of our securities and our future earnings, if any, to finance the further development and expansion of our business and do not

intend or expect to pay cash dividends in the foreseeable future.

Payment of future cash dividends, if any, will be at the discretion

of our board of directors after taking into account various factors, including our financial condition, operating results, current

and anticipated cash needs, outstanding indebtedness, and plans for expansion and restrictions imposed by lenders, if any.

Sales of Unregistered Securities

Ended February 28, 2021

of the recent sales of unregistered securities during the fiscal year ended February 28, 2021 have been previously reported.

to the Year Ended February 28, 2021

April 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 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 individual who is a U.S.

Repurchases of Equity Securities

did not repurchase any of our outstanding securities during the fiscal year ended February 28, 2021.

SELECTED FINANCIAL DATA

The following tables provide selected financial

data for each of the past two years, and should be read in conjunction with, and are qualified in their entirety be reference to,

Management’s Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial

statements and related notes for the fiscal year

ended February 29, 2020, as presented under

following tables provide selected financial data for each of the past two years, and should be read in conjunction with, and are

qualified in their entirety be reference to, Item 7.

Managements Discussion and Analysis of Financial Condition and Results

of Operations and our consolidated financial statements and related notes for the fiscal year ended February 28, 2021, as presented

under Item 8.

Financial Statements and Supplementary Data.

These historical results are not necessarily indicative of the results to

be expected for any future period.

These historical results are not necessarily indicative of the results

to be expected for any future period.

INCOME STATEMENT DATA

Cost of revenue

$ (15,036,876 )

$ (8,165,535 )

Total operating expenses

$ (5,871,877 )

$ (4,031,803 )

Net loss attributable to the Company’s shareholders

$ (4,381,974 )

$ (3,004,365 )

Comprehensive loss attributable to the Company

$ (4,245,567 )

$ (2,991,480 )

Net Loss Per Share attributable to the Company - Basic

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Accumulated Deficit

$ (12,208,728 )

$ (7,826,754 )

Shareholders’

MANAGEMENT’S DISCUSSION AND

ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following management’s discussion

and analysis of the Company’s financial condition and results of operations contain forward-looking statements that involve

risks, uncertainties and assumptions including, among others, statements regarding our capital needs, business plans and expectations.

In evaluating these statements, you should consider various factors, including the risks, uncertainties and assumptions set forth

in reports and other documents we have filed with or furnished to the SEC and, including, without limitation, this Annual Report

on Form 10-K filing for the fiscal year ended February 29, 2020, including the consolidated financial statements and related notes

contained herein.

These factors, or any one of them, may cause our actual results or actions in the future to differ materially

from any forward-looking statement made in this document.

Refer to “Cautionary Note Regarding Forward-looking Statements”

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

following managements discussion and analysis of the Companys financial condition and results of operations contain

forward-looking statements that involve risks, uncertainties and assumptions including, among others, statements regarding our

capital needs, business plans and expectations.

In evaluating these statements, you should consider various factors, including

the risks, uncertainties and assumptions set forth in reports and other documents we have filed with or furnished to the SEC and,

including, without limitation, this Annual Report on Form 10-K filing for the fiscal year ended February 28, 2021, including the

consolidated financial statements and related notes contained herein.

These factors, or any one of them, may cause our actual

results or actions in the future to differ materially from any forward-looking statement made in this document.

Refer to Cautionary

Note Regarding Forward-looking Statements and Item 1A.

Risk Factors.

The following discussion summarizes the results

of operations for each of our fiscal years ended February 29, 2020 and February 28, 2019 and our financial condition as at February

29, 2020 and February 28, 2019, with a particular emphasis on fiscal 2020, our most recently completed fiscal year.

We operate three principal lines

of business, a video game division, a mobile payment platform and a mass SMS text message service.

We operate our video game platform

through Finger Motion Company Limited, a Hong Kong corporation (“

FMCL ”), which became an indirect, wholly owned

subsidiary of the Company on July 13, 2017 pursuant to a share exchange agreement entered into among the Company, FMCL and FMCL’s

former shareholders.

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

is the business focus for FMCL.

In June 2018, FMCL temporarily paused

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

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

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

We conduct our mobile payment business

through Shanghai JiuGe Technology Co., Ltd.

JiuGe Techology ”), which became our contractually controlled affiliate

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

VIE Agreements ”) in

October 2018.

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

in which foreign investment is restricted or forbidden by the government of the Peoples’

Republic of China.

In the first half of 2018, JiuGe

Technology secured contracts with China United Network Communications Group Co., Ltd.

China Unicom ”) and China

Mobile Communications Corporation (“

China Mobile ”) to distribute mobile data for businesses and corporations

in nine 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

following discussion summarizes the results of operations for each of our fiscal years ended February 28, 2021 and February 29,

2020 and our financial condition as at February 28, 2021 and February 29, 2020, with a particular emphasis on fiscal 2021, our

most recently completed fiscal year.

Company operates the following lines of business:

(i) telecommunications products and services;

(ii) SMS and MMS service;

a rich communication services (RCS) platform;

(iv) big data insights;

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

Telecommunications

Products and Services

Companys 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

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.

conduct our mobile payment business through Shanghai JiuGe Technology Co., Ltd.

( JiuGe Techology ), our contractually

controlled affiliate through the entry into a series of agreements known as variable interest agreements (the VIE Agreements )

in October 2018.

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 nine 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.

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

to third-party channels and businesses.

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the telecommunications companies 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 China Unicom and China Mobile, reduced by the

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

Recent Developments

On March 7, 2019, the Company through

JiuGe Technology acquired Beijing XunLian TianXia Technology Co., Ltd., 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.

The Company sees this business

as additive to the Company’s core business of processing mobile recharge and top-up payments.

Additionally, as previously disclosed,

on July 7, 2019, JiuGe Technology, our contractually controlled affiliate, entered into that certain Yunnan Unicom Electronic Sales

Platform Construction and Operation Cooperation Agreement (the “

Cooperation Agreement ”) with China Unicom’s

Yunnan subsidiary.

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

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

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 China Unicom and China

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

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.

Additionally,

as previously disclosed, on July 7, 2019, JiuGe Technology, our contractually controlled affiliate, entered into that certain

Yunnan Unicom Electronic Sales Platform Construction and Operation Cooperation Agreement (the Cooperation Agreement )

with China Unicoms Yunnan subsidiary.

Under the Cooperation Agreement, JiuGe Technology is responsible for constructing

and operating China Unicoms electronic sales platform through which consumers can purchase various goods and services from

China Unicom, 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 Unicoms specifications and policies, and applicable law, and bear

all expenses in connection therewith.

As consideration for the service it provides under the Cooperation Agreement, JiuGe Technology

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

The Cooperation Agreement

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

written notice or (ii) by China Unicom unilaterally.

Results of Operations

Year Ended February 29, 2020

Compared to Year Ended February 28, 2019

The following table sets forth our results

of operations for the fiscal years ended February 29, 2020 and February 28, 2019:

the recent fiscal year, the Company expanded its offering under their telecommunication product and services by increasing their

product line revenue streams.

In March 2020, FingerMotion secure a contract with both China Mobile and China Unicom to acquire

new users to take up the respective subscription plans.

Recently, in February 2021, we increased the mobile phones sales to end

users using all of our platforms.

and MMS Services

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.

With this acquisition,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 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

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.

December 2, 2020, our contractually controlled subsidiary, Shanghai JiuGe Information Technology Co., Ltd., and China Mobile Financial

Technology Co., Ltd., a subsidiary of China Mobile, signed a strategic cooperation agreement 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.

December 11, 2020, our board of directors approved an increase in the number of directors on the board of directors of the Company

from three members to four members and appointed Ng Eng Ho as a director of the Company to fill such vacancy created by the increase

in the number of members on the board of directors of the Company.

On the same day, Martin Shen resigned as CFO of the Company

and the board of directors appointed Lee Yew Hon as the CFO of the Company.

or around January 25, 2021, the Companys wholly owned subsidiary, Finger Motion Financial Company Limiteds, big

data analytic arm branded Sapientus, entered into a services agreement with Pacific Life Re, a global life reinsurer

serving the insurance industry with a comprehensive suite of products and services.

our contractually controlled subsidiary, Shanghai JiuGe Information Technology Co., Ltd., successfully entered into a volume-based

contract with China Mobile Fujian with respect to our SMS services.

of Operations

Ended February 28, 2021 Compared to Year Ended February 29, 2020

following table sets forth our results of operations for the fiscal years ended February 28, 2021 and February 29, 2020:

February 28, 2021

February 29, 2020

Cost of revenue

$ (15,036,876 )

$ (8,165,535 )

Total operating expenses

$ (5,871,877 )

$ (4,031,803 )

Total other income (expenses)

Net Loss attributable to the Company’s shareholders

$ (4,381,974 )

$ (3,004,365 )

Foreign currency translation adjustment

Comprehensive loss attributable to the Company

$ (4,245,567 )

$ (2,991,480 )

Basic Loss Per Share attributable to the Company

Diluted Loss Per Share attributable to the Company

The following table sets forth the Company’s

revenue from its three lines of business for the periods indicated:

following table sets forth the Companys revenue from its three lines of business for the periods indicated:

February 28, 2021

February 29, 2020

Mobile Recharge

Telecommunication Products & Services

SMS & MMS Business

Total Revenue

* Reflects results from March 7, 2019 through February

We recorded $9,131,294 in revenue for the year

ended February 29, 2020, an increase of $7,658,257 or 520%, compared to the year ended February 28, 2019.

This increase resulted

from an increase in revenue of $680,277 and $7,309,213 from our mobile recharge business and SMS business, offset in part by a

decrease of $331,233 from our gaming business.

As previously disclosed, in June 2018, we paused our publishing and operating plans

for existing games other projects and decided to re-focus the Company’s resources on the mobile data business, which has

produced higher levels of revenue for the Company.

We principally earn revenue by providing mobile payment and recharge services

to customers of telecommunications companies in China.

Specifically, we earn a negotiated rebate amount from the telecommunications

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

As we continue to develop our mobile recharge business,

we expect that revenues will continue to grow.

We also earned revenue during the most recently completed fiscal quarter from our

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

The Company expects and hopes that

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

Cost of Revenue

The following table sets forth the Company’s cost

of revenue for the periods indicated:

recorded $16,683,570 in revenue for the year ended February 28, 2021, an increase of $7,552,276 or 83%, compared to the year ended

February 29, 2020.

This increase resulted from an increase in revenue of $1,389,022, $6,130,177 and $33,077 from our Telecommunication

Products & Services, SMS & MMS business and Big Data business, respectively.

We principally earn revenue by providing

mobile payment and recharge services to customers of telecommunications companies in China.

Specifically, we earn a negotiated

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

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

Our SMS texting service grows

substantially compare to last year when it was recently acquired.

The growth will be expected to flourish further with the Company

continuing putting prepayment to purchase large bulk of inventories to be resold to our increasing corporate clientele.

earned revenue during the most recently completed fiscal year from our new venture on subscription plan acquisition and mobile

The Company expects and hopes that these product offering will continue to provide additional revenue for the Company

in the future.

During the last quarter of the fiscal year, our Big Data division secured a contract with Pacific Life Re, a global

life reinsurance serving the insurance industry with comprehensive suite of products and services, to develop a holistic multi-faceted

risk rating concept, leveraging the Companys proprietary approach to analytics by drawing data from novel sources and filtering

them through advance algorithms with the ultimate goal to apply new insights generated from our FingerMotions predictive

model to the traditional insurance industry.

This division has since recorded revenue and we expect additional revenue from this

division in the future.

following table sets forth the Companys cost of revenue for the periods indicated:

February 28, 2021

Cost of Revenue - Gaming

Channel Costs

Internet Data Center Costs

Cost of Revenue - Mobile Recharge

Cost of Revenue - SMS

February 29, 2020

Telecommunication Products & Services

SMS & MMS Business

Total Cost of Revenue

We recorded $8,165,535 in costs of revenue for the

year ended February 29, 2020, an increase of $7,035,514 or 623%, compared to the year ended February 28, 2019.

As previously mentioned,

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

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

which is reflected in our cost of revenue.

Gross profit (loss)

Our gross profit for the year ended February 29, 2020

was $965,759, an increase of $622,743 or 182%, compared to the year ended February 28, 2019.

This increase in gross profit resulted

from higher revenue for the period.

Amortization & Depreciation

We recorded depreciation of $6,918 for fixed assets for

the year ended February 29, 2020, a decrease of $80,241 or 92%, compared to the year ended February 28, 2019.

This decrease resulted

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

General and Administrative Expenses

The following table sets forth the Company’s general

and administrative expenses for the periods indicated:

recorded $15,036,875 in costs of revenue for the year ended February 28, 2021, an increase of $6,871,340 or 84%, compared to the

year ended February 29, 2020.

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

to customers of telecommunications companies, subscription plans and mobile phone sales in China.

To earn this revenue, we incur

cost of the product, certain customer acquisition costs, including discounts to our customers and promotional expenses, which

is reflected in our cost of revenue.

gross profit for the year ended February 28, 2021 was $1,646,694, an increase of $680,935 or 71%, compared to the year ended February

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

& Depreciation

recorded depreciation of $27,055 for fixed assets for the year ended February 28, 2021, an increase of $20,137 or 291%, compared

to the year ended February 29, 2020.

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

and Administrative Expenses

following table sets forth the Companys general and administrative expenses for the periods indicated:

February 28, 2021

February 29, 2020

Contract Labor

Consulting (non-cash)

Entertainment

Salaries and Wages

Salaries & Wages

Technical Fee

Total G&A Expenses

We recorded $2,663,609 in general

and administrative expenses for the year ended February 29, 2020, a decrease of $156,975 or 6%, compared to the year ended February

The increased staff salaries are principally the result of the commencement and building of our mobile recharge business

and SMS business.

Research & Development

We incurred expenses of $390,288 in research

& Development for the fiscal year ended February 29, 2020 as compared to $Nil in research & development for the fiscal

year ended Feb.

The Insurtech division of FingerMotion

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

Insights are derived from various data sources

with the primary sources being the telecommunication data.

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

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

market penetration.

This division comprises of experienced

actuaries, data scientists and computer programmers.

The expenses for research & development

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

The 1 st stage of prototyping

on Phase 1 - analytical framework and business applications have been completed and target to commercialize by the middle of calendar

recorded $4,246,880 in general and administrative expenses for the year ended February 28, 2021, an increase of $1,583,271 or

59%, compared to the year ended February 29, 2020.

The increased consulting and staff salaries are principally the result of the

commencement and building of our three lines of businesses.

following table sets forth the Companys marketing cost for the periods indicated:

February 28, 2021

February 29, 2020

Marketing Cost

recorded $364,160 in marketing cost for the year ended February 28, 2021 for our telecommunication products and services business.

Marketing costs represent the costs of promoting our product offerings through all our platforms.

& Development

following table sets forth the Companys research & development for the periods indicated:

February 28, 2021

February 29, 2020

Research & Development –

recorded $552,343 in research & development for the year ended February 28, 2021, as compared to $390,288 for the year ended

February 29, 2020.

The increase of $162,055 or 42% was due to increase in headcount for the Research & Development team and

higher data access and usage fee charged by telecommunications company.

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

are derived from various data sources with the primary sources being the telecommunication data.

The initial phase of business

application is to focus on insurance industry particularly in the area of underwriting risk rating, complementary claims adjudication

and assessment, and risk segmentation & market penetration.

division comprises of experienced actuaries, data scientists and computer programmers.

expenses for research & development include associated wages and salaries, data access fees and IT infrastructure.

1 st stage of prototyping on Phase 1 - analytical framework and business applications have been completed and target

to commercialize by the end of calendar 2021

Compensation Expenses

following table sets forth the Companys share compensation expenses for the periods indicated:

February 28, 2021

February 29, 2020

Share compensation expenses

We incurred shares compensation expenses of

$970,988 related to the issuance of shares to consultants in consideration of the services which they have provided to us for the

fiscal year ended February 29, 2020 as compared to $Nil for the fiscal year ended February 28, 2019.

Operating Expenses

We recorded $4,031,803 in operating expenses

for the fiscal year ended February 29, 2020 as compared to $2,907,743 in operating expenses for the fiscal year ended February

The increase of $1,124,060 or 39% for the fiscal year ended February 29, 2020 is as set forth above.

The net loss attributable to the Company’s

shareholders was $3,004,365 for the fiscal year ended February 29, 2020 and $2,912,875 for the fiscal year ended February 28, 2019.

The increase in net loss attributable to the Company’s shareholders of $91,490 or 3% resulted primarily from the increase

in total operating expenses mainly with respect to research & development expenses and stock compensation expenses as discussed

Liquidity and Capital Resources

The following table sets out our cash and working

capital as of February 29, 2020 and February 28, 2019:

incurred fees of $640,394 in share issuance for consultants in consideration of the services which have been provided to the company

for the year ended February 28, 2021 as compared to $970,988 for the year ended February 29, 2020.

recorded $5,871,877 in operating expenses for the year ended February 28, 2021 as compared to $4,031,803 in operating expenses

for the year ended February 29, 2020.

The increase of $1,840,074 or 46% for the year ended February 28, 2021 is as set forth above.

Loss attributable to the Companys shareholders

net loss attributable to the Companys shareholders was $4,381,974 for the year ended February 28, 2021 and $3,004,365 for

the year ended February 29, 2020.

The increase in net loss attributable to the Companys shareholders of $1,377,609 or 46%

resulted primarily from the increase in total operating expenses as discussed above.

and Capital Resources

following table sets out our cash and working capital as of February 28, 2021 and February 29, 2020:

As at February 28,

As at February 29,

Cash reserves

Working capital (deficiency)

At February 29, 2020, we had cash

and cash equivalents of $102,919 as compared to cash and cash equivalents of $1,337,245 at February 28, 2019.

In order for us to

continue to operate our mobile recharge business, we must deposit funds with our telecommunication company clients from time to

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

Accordingly, the

amount of cash we have on hand fluctuates significantly from period to period.

The significant cash reduction reflected on our

balance sheet as of February 29, 2020, when compared to the year ended February 28, 2019, is the result of our making large deposits

with our telecommunications company clients.

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

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

We believe that our cash on

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

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

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

for which we process mobile recharge payments.

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

of our equity or debt securities, or both.

We might also enter into financing arrangements with commercial banks or non-traditional

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

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

such funding will be on terms acceptable to us.

We currently do not have any financing arrangements

in place with financial institutions, however, we have raised $1,830,652 through the sale of shares of our common stock in private

placement transactions exempt from the registration requirements under the Securities Act during the year ended February 29, 2020.

Statement of Cashflows

The following table provides a summary

of cash flows for the periods presented:

February 28, 2021, we had cash and cash equivalents of $850,717 as compared to cash and cash equivalents of $102,919 at February

In order for us to continue to operate our mobile payment business, we must deposit funds with our telecommunication

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

Accordingly, the amount of cash we have on hand fluctuates significantly from period to period.

The Company otherwise does not

have any planned capital expenditures and has historically funded its operations from revenues and sales of securities, including

convertible debt securities.

We believe that our cash on hand, cash equivalents and short-term investments, along with our revenues

from operations, will fund our projected operating requirements, fund our current operations and repay our outstanding indebtedness,

in each case, for at least the next 12 months.

However, to grow our business substantially, we will need to increase the amount

of funds we have deposited with the telecommunications companies for which we process mobile recharge payments.

Accordingly, we

expect to seek additional capital through public or private sales of our equity or debt securities, or both.

We might also enter

into financing arrangements with commercial banks or nontraditional lenders.

We cannot provide investors with any assurance that

we will be able to raise additional funding from the sale of our equity or debt securities, or both, in order to increase our

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

currently do not have any financing arrangements in place.

We did, however, raise $5,886,500 through the sale of shares of our

common stock in private placement transactions exempt from the registration requirements of the Securities Act of 1933 during

the year ended February 28, 2021.

following table provides a summary of cash flows for the periods presented:

February 28, 2021

1 unchanged sentence

Net cash used in operating activities

$ (4,271,618 )

$ (2,559,140 )

Net cash used in investing activities

1 unchanged sentence

Effect of exchange rates on cash & cash equivalents

Net (decrease) increase in cash and cash equivalents

Cash Flow used in Operating Activities

Net cash used in operating activities

increased by $2,370,132 in the year ended February 29, 2020 compared to the year ended February 28, 2019, primarily due to an increase

in accounts receivable of $2,168,175 (2019:

Net increase (decrease) in cash and cash equivalents

$ (1,234,326 )

Flow used in Operating Activities

Net cash used in operating activities increased

by $1,712,478 in the year ended February 28, 2021 compared to the year ended February 29, 2020, primarily due to an increase in

accounts receivable of $1,437,329 (2020:

$2,168,175), increase in other receivable of $906,265 (2020:

$19,815), increase in accounts

payable of $1,464,474 (2019:

$575,146), increase in inventories

of $1,401 (2020;

$nil) and decrease in accounts payable of ($230,118) (2020:

$1,464,474), offset by a decrease in prepayment and

deposit of $1,975,673 (2020:

$87,313), increase in accrual and other payables of $2,509 (2020:

($89,391)), offset by a decrease

in due to related parties of $529,266 (2019:

increase of $1,880,373).

The main reason for the increase in net cash used in operating

activities is the increase in the deposits made with our telecommunication company clients in connection with our mobile payment

and recharge business and SMS business.

Cash Flow used in Investing

During the year ended February 29,

2020, investing activities used cash of $17,237 compared to $11,711 during the year ended February 28, 2019.

The increase by $5,526

in cash used in investing activities from the year ended February 29, 2020 as compared to February 28, 2019 related primarily to

the purchase of equipment.

Cash Flow provided by Financing

During the year ended February 29,

2020, financing activities provided cash of $1,830,652 compared to $2,064,674 during the year ended February 28, 2019.

of $234,022 in the year ended February 29, 2020 was primarily due to (i) a decrease of $848,022 in proceeds from the issuance of

shares, and (ii) an increase of $614,000 in the amount of proceeds from the issuance of promissory notes.

Off-balance sheet arrangements

There are no off-balance sheet arrangements

that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition,

revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Subsequent events

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

The impact of C oronavirus

In December 2019, a novel strain

of coronavirus was reported in Wuhan, China.

On March 12, 2020, the World Health Organization categorized it as a pandemic.

COVID-19 outbreak is causing lockdowns, quarantines, travel restrictions, and closures of businesses and schools.

The potential

impact which may be caused by the outbreak is uncertain;

however the Company’s financial position, operations and cash flows

for fiscal year 2020 has not been materially affected by this pandemic.

Based on the Company’s operations

from March 1, 2020 through the date of this report, it has shown the impact of COVID-19 on the Company has been minimal.

has been slowly reopening with more businesses and the enforcing on strict controls by the Government on the containment of the

spread of this virus since March, the Company’s business is expected to continually improve for the fiscal year 2021.

there is still a possibility that the COVID-19 outbreak may worsen at a later point in time where it may impact the growth of the

business, all of which are uncertain and cannot be predicted at this point.

Outstanding share data

At July 8, 2020, we had 33,892,953 issued and

outstanding shares of common stock.

Critical Accounting Policies

The consolidated financial statements have

been prepared in accordance with U.S.

generally accepted accounting principles (“U.S.

GAAP”).

The consolidated financial

statements include the financial statements of the Company, and its wholly-owned subsidiaries.

All intercompany accounts,

transactions, and profits have been eliminated upon consolidation.

Variable interest entity

Pursuant to Financial Accounting

Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Section 810, “Consolidation”

(“ASC 810”), the Company is required to include in its consolidated financial statements, the financial statements

of its variable interest entities (“VIEs”).

ASC 810 requires a VIE to be consolidated if that company is subject to

a majority of the risk of loss for the VIE or is entitled to receive a majority of the VIE’s residual returns.

VIEs are those

entities in which a company, through contractual arrangements, bears the risk of, and enjoys the rewards normally associated with

ownership of the entity, and therefore the company is the primary beneficiary of the entity.

Under ASC 810, a reporting entity

has a controlling financial interest in a VIE, and must consolidate that VIE, if the reporting entity has both of the following

characteristics:

(a) the power to direct the activities of the VIE that most significantly affect the VIE’s economic performance;

and (b) the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the VIE.

reporting entity’s determination of whether it has this power is not affected by the existence of kick-out rights or participating

rights, unless a single enterprise, including its related parties and de - facto

agents, have the unilateral ability to exercise those rights.

JiuGe Technology’s actual stockholders do not hold any kick-out

rights that affect the consolidation determination.

Through the VIE agreements, the Company is

deemed the primary beneficiary of JiuGe Technology.

Accordingly, the results of JiuGe Technology have been included in the accompanying

consolidated financial statements.

JiuGe Technology has no assets that are collateral for or restricted solely to settle their

The creditors of JiuGe Technology do not have recourse to the Company’s general credit.

Certain Risks and Uncertainties

The Company relies on cloud-based

hosting through a global accredited hosting provider.

Management believes that alternate sources are available;

however, disruption

or termination of this relationship could adversely affect our operating results in the near-term.

Identifiable Intangible Assets

Identifiable intangible assets are

recorded at cost and are amortized over 3-10 years.

Similar to tangible property and equipment, the Company periodically evaluates

identifiable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount may

not be recoverable.

Impairment of Long-Lived Assets

The Company classifies its long-lived

$747,674) and increase in lease

liability of $3,191 (2020:

Flow used in Investing Activities

the year ended February 28, 2021, investing activities used cash of $238,485 compared to $17,237 during the year ended February

The increase by $221,248 in cash used in investing activities from the year ended February 28, 2021 as compared to February

29, 2020 related primarily to the purchase of equipment and investment in platforms.

Flow provided by Financing Activities

During the year ended February 28, 2021, financing

activities provided cash of $5,174,600 compared to $1,301,386 during the year ended February 29, 2020.

The increase of $3,873,214

in the year ended February 28, 2021 was primarily due to decrease in due to related parties, loan from non-controlling stockholder

and proceeds from issuance of shares of our common stock.

sheet arrangements

are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition,

changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources

that is material to investors.

have determined that we do not have any material subsequent events to report.

May 20, 2021, we have 38,668,494 issued and outstanding shares of common stock.

Accounting Policies

consolidated financial statements have been prepared in accordance with U.S.

generally accepted accounting principles (U.S.

The consolidated financial statements include the financial statements of the Company, and its wholly-owned subsidiaries.

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

interest entity

to Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Section 810,

Consolidation (ASC 810), the Company is required to include in its consolidated financial statements,

the financial statements of its variable interest entities (VIEs).

ASC 810 requires a VIE to be consolidated if

that company is subject to a majority of the risk of loss for the VIE or is entitled to receive a majority of the VIEs

residual returns.

VIEs are those entities in which a company, through contractual arrangements, bears the risk of, and enjoys

the rewards normally associated with ownership of the entity, and therefore the company is the primary beneficiary of the entity.

ASC 810, a reporting entity has a controlling financial interest in a VIE, and must consolidate that VIE, if the reporting entity

has both of the following characteristics:

(a) the power to direct the activities of the VIE that most significantly affect the

VIEs economic performance;

and (b) the obligation to absorb losses, or the right to receive benefits, that could potentially

be significant to the VIE.

The reporting entitys determination of whether it has this power is not affected by the existence

of kick-out rights or participating rights, unless a single enterprise, including its related parties and de - facto agents, have

the unilateral ability to exercise those rights.

JiuGe Technologys actual stockholders do not hold any kick-out rights

that affect the consolidation determination.

the VIE agreements, the Company is deemed the primary beneficiary of JiuGe Technology.

Accordingly, the results of JiuGe Technology

have been included in the accompanying consolidated financial statements.

JiuGe Technology has no assets that are collateral for

or restricted solely to settle their obligations.

The creditors of JiuGe Technology do not have recourse to the Companys

general credit.

Risks and Uncertainties

Company relies on cloud-based hosting through a global accredited hosting provider.

Management believes that alternate sources

are available;

however, disruption or termination of this relationship could adversely affect our operating results in the near-term.

Intangible Assets

intangible assets are recorded at cost and are amortized over 3-10 years.

Similar to tangible property and equipment, the Company

periodically evaluates identifiable intangible assets for impairment whenever events or changes in circumstances indicate that

the carrying amount may not be recoverable.

of Long-Lived Assets

Company classifies its long-lived assets into:

(i) computer and office equipment;

(ii) furniture and fixtures, (iii) leasehold improvements, and (iv) finite –

(ii) furniture and fixtures, (iii) leasehold

improvements, and (iv) finite –

lived intangible assets.

Long-lived assets held and used by

the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of such assets

may not be fully recoverable.

It is possible that these assets could become impaired as a result of technology, economy or other

industry changes.

If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Company

first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value.

If the carrying

value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized

to the extent that the carrying value exceeds its fair value.

Fair value is determined through various valuation techniques, including

discounted cash flow models, relief from royalty income approach, quoted market values and third-party independent appraisals,

as considered necessary.

The Company makes various assumptions

and estimates regarding estimated future cash flows and other factors in determining the fair values of the respective assets.

The assumptions and estimates used to determine future values and remaining useful lives of long-lived assets are complex and subjective.

They can be affected by various factors, including external factors such as industry and economic trends, and internal factors

such as the Company’s business strategy and its forecasts for specific market expansion.

Accounts Receivable and Concentration

Accounts receivable, net is stated

at the amount the Company expects to collect, or the net realizable value.

The Company provides a provision for allowances that

includes returns, allowances and doubtful accounts equal to the estimated uncollectible amounts.

The Company estimates its provision

for allowances based on historical collection experience and a review of the current status of trade accounts receivable.

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

Operating and finance lease right-of-use assets

and lease liabilities are recognized at the commencement date based on the present value of the future lease payments over the

When the rate implicit to the lease cannot be readily determined, the Company utilizes its incremental borrowing rate

in determining the present value of the future lease payments.

The incremental borrowing rate is derived from information available

at the lease commencement date and represents the rate of interest that the Company would have to pay to borrow on a collateralized

basis over a similar term and amount equal to the lease payments in a similar economic environment.

The right-of-use asset includes

any lease payments made and lease incentives received prior to the commencement date.

Operating lease right-of-use assets also

include any cumulative prepaid or accrued rent when the lease payments are uneven throughout the lease term.

The right-of-use assets

and lease liabilities may include options to extend or terminate the lease when it is reasonably certain that the Company will

exercise that option.

Cash and Cash Equivalents

Cash and cash equivalents represent cash on

hand, demand deposits, and other short-term highly liquid investments placed with banks, which have original maturities of three

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

Property and Equipment

Property and equipment are stated at cost.

Depreciation of property and equipment is provided using the straight-line method for financial reporting purposes at rates based

on the estimated useful lives of the assets.

Estimated useful lives range from three to seven years.

Land is classified as held

for sale when management has the ability and intent to sell, in accordance with ASC Topic 360-45.

Earnings Per Share

Basic (loss) earnings per share is based on

the weighted average number of common shares outstanding during the period while the effects of potential common shares outstanding

during the period are included in diluted earnings per share.

FASB Accounting Standard Codification Topic

260 (“ASC 260”), “Earnings Per Share,”

requires that employee equity share options, non-vested shares and

similar equity instruments granted to employees be treated as potential common shares in computing diluted earnings per share.

Diluted earnings per share should be based on the actual number of options or shares granted and not yet forfeited, unless doing

so would be anti-dilutive.

The Company uses the “treasury stock”

method for equity instruments granted in share-based

payment transactions provided in ASC 260 to determine diluted earnings per share.

Antidilutive securities represent potentially

dilutive securities which are excluded from the computation of diluted earnings or loss per share as their impact was antidilutive.

Revenue Recognition

The Company adopted ASC 606, Revenue from

Contracts with Customers (“ASC 606”) beginning on January 1, 2018 using the modified retrospective approach.

establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising

from the entity's contracts to provide goods or services to customers.

The core principle requires an entity to recognize revenue

to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled

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

The Company has assessed

the impact of the guidance by reviewing its existing customer contracts and current accounting policies and practices to identify

differences that will result from applying the new requirements, including the evaluation of its performance obligations, transaction

price, customer payments, transfer of control and principal versus agent considerations.

Based on the assessment, the Company

concluded that there was no change to the timing and pattern of revenue recognition for its current revenue streams in scope of

ASC 606 and therefore there was no material changes to the Company's consolidated financial statements upon adoption of ASC 606.

The Company recognizes revenue from providing

hosting and integration services and licensing the use of its technology platform to its customers.

The Company recognizes revenue

when all of the following conditions are satisfied:

(1) there is persuasive evidence of an arrangement;

(2) the service has been

provided to the customer (for licensing, revenue is recognized when the Company’s technology is used to provide hosting and

integration services);

(3) the amount of fees to be paid by the customer is fixed or determinable;

and (4) the collection of fees

We account for our multi-element arrangements, such as instances where we design a custom website and separately

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

The Company uses the asset and liability method

of accounting for income taxes in accordance with Accounting Standards Codification (“ASC”) 740, “Income Taxes”

(“ASC 740”).

Under this method, income tax expense is recognized as the amount of:

(i) taxes payable or refundable

for the current year and (ii) future tax consequences attributable to differences between financial statement carrying amounts

of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted

tax rates expected to apply to taxable income in the years which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period

that includes the enactment date.

A valuation allowance is provided to reduce the deferred tax assets reported if based on the

weight of available evidence it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Non-controlling interest

Non-controlling interests held 1% shares of

one of subsidiary is recorded as a component of our equity, separate from the Company’s equity.

Purchase or sales of equity

interests that do not result in a change of control are accounted for as equity transactions.

Results of operations attributable

to the non-controlling interest are included in our consolidated results of operations and, upon loss of control, the interest

sold, as well as interest retained, if any, will be reported at fair value with any gain or loss recognized in earnings.

Recent Issued Accounting Pronouncements

The Company does not believe recently issued

but not yet effective accounting standards, if currently adopted, would have a material effect on the consolidated financial position,

statements of operations and cash flows.

QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK

As a smaller reporting company as defined in

Rule 12b-2 under the Exchange Act, the Company is not required to provide the information required by this item.

assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the

carrying value of such assets may not be fully recoverable.

It is possible that these assets could become impaired as a result

of technology, economy or other industry changes.

If circumstances require a long-lived asset or asset group to be tested for

possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group

to its carrying value.

If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash

flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value.

Fair value is determined

through various valuation techniques, including discounted cash flow models, relief from royalty income approach, quoted market

values and third-party independent appraisals, as considered necessary.

Company makes various assumptions and estimates regarding estimated future cash flows and other factors in determining the fair

values of the respective assets.

The assumptions and estimates used to determine future values and remaining useful lives of long-lived

assets are complex and subjective.

They can be affected by various factors, including external factors such as industry and economic

trends, and internal factors such as the Companys business strategy and its forecasts for specific market expansion.

Receivable and Concentration of Risk

receivable, net is stated at the amount the Company expects to collect, or the net realizable value.

The Company provides a provision

for allowances that includes returns, allowances and doubtful accounts equal to the estimated uncollectible amounts.

estimates its provision for allowances based on historical collection experience and a review of the current status of trade accounts

It is reasonably possible that the Companys estimate of the provision for allowances will change.

and finance lease right-of-use assets and lease liabilities are recognized at the commencement date based on the present value

of the future lease payments over the lease term.

When the rate implicit to the lease cannot be readily determined, the Company

utilizes its incremental borrowing rate in determining the present value of the future lease payments.

The incremental borrowing

rate is derived from information available at the lease commencement date and represents the rate of interest that the Company

would have to pay to borrow on a collateralized basis over a similar term and amount equal to the lease payments in a similar

economic environment.

The right-of-use asset includes any lease payments made and lease incentives received prior to the commencement

Operating lease right-of-use assets also include any cumulative prepaid or accrued rent when the lease payments are uneven

throughout the lease term.

The right-of-use assets and lease liabilities may include options to extend or terminate the lease

when it is reasonably certain that the Company will exercise that option.

and Cash Equivalents

and cash equivalents represent cash on hand, demand deposits, and other short-term highly liquid investments placed with banks,

which have original maturities of three months or less and are readily convertible to known amounts of cash.

and Equipment

and equipment are stated at cost.

Depreciation of property and equipment is provided using the straight-line method for financial

reporting purposes at rates based on the estimated useful lives of the assets.

Estimated useful lives range from three to seven

Land is classified as held for sale when management has the ability and intent to sell, in accordance with ASC Topic 360-45.

(loss) earnings per share is based on the weighted average number of common shares outstanding during the period while the effects

of potential common shares outstanding during the period are included in diluted earnings per share.

Accounting Standard Codification Topic 260 (ASC 260), Earnings Per Share, requires that employee equity

share options, non-vested shares and similar equity instruments granted to employees be treated as potential common shares in

computing diluted earnings per share.

Diluted earnings per share should be based on the actual number of options or shares granted

and not yet forfeited, unless doing so would be anti-dilutive.

The Company uses the treasury stock method for equity

instruments granted in share-based payment transactions provided in ASC 260 to determine diluted earnings per share.

securities represent potentially dilutive securities which are excluded from the computation of diluted earnings or loss per share

as their impact was antidilutive.

Company adopted ASC 606, Revenue from Contracts with Customers (ASC 606) beginning on January 1, 2018 using the

modified retrospective approach.

ASC 606 establishes principles for reporting information about the nature, amount, timing and

uncertainty of revenue and cash flows arising from the entitys contracts to provide goods or services to customers.

principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects

the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance

obligations are satisfied.

The Company has assessed the impact of the guidance by reviewing its existing customer contracts and

current accounting policies and practices to identify differences that will result from applying the new requirements, including

the evaluation of its performance obligations, transaction price, customer payments, transfer of control and principal versus

agent considerations.

Based on the assessment, the Company concluded that there was no change to the timing and pattern of revenue

recognition for its current revenue streams in scope of ASC 606 and therefore there was no material changes to the Companys consolidated

financial statements upon adoption of ASC 606.

Company recognizes revenue from providing hosting and integration services and licensing the use of its technology platform to

its customers.

The Company recognizes revenue when all of the following conditions are satisfied:

(1) there is persuasive evidence

of an arrangement;

(2) the service has been provided to the customer (for licensing, revenue is recognized when the Companys

technology is used to provide hosting and integration services);

(3) the amount of fees to be paid by the customer is fixed or

determinable;

and (4) the collection of fees is probable.

We account for our multi-element arrangements, such as instances

where we design a custom website and separately offer other services such as hosting, which are recognized over the period for

when services are performed.

Company uses the asset and liability method of accounting for income taxes in accordance with Accounting Standards Codification

(ASC) 740, Income Taxes (ASC 740).

Under this method, income tax expense is recognized

as the amount of:

(i) taxes payable or refundable for the current year and (ii) future tax consequences attributable to differences

between financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets

and liabilities are measured using enacted tax rates expected to apply to taxable income in the years which those temporary differences

are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized

in the results of operations in the period that includes the enactment date.

A valuation allowance is provided to reduce the deferred

tax assets reported if based on the weight of available evidence it is more likely than not that some portion or all of the deferred

tax assets will not be realized.

Non-controlling

interests held 1% shares of one of subsidiary is recorded as a component of our equity, separate from the Companys equity.

Purchase or sales of equity interests that do not result in a change of control are accounted for as equity transactions.

of operations attributable to the non-controlling interest are included in our consolidated results of operations and, upon loss

of control, the interest sold, as well as interest retained, if any, will be reported at fair value with any gain or loss recognized

Issued Accounting Pronouncements

Company does not believe recently issued but not yet effective accounting standards, if currently adopted, would have a material

effect on the consolidated financial position, statements of operations and cash flows.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

a smaller reporting company as defined in Rule 12b-2 under the Exchange Act, the Company is not required to provide the information

required by this item.

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-K

Item 5. Market for Registrant’s Common Equity