What changed in this filing

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Item 9A. Controls and Procedures

2021-05-28 compared with 2020-07-13 · 622 added, 653 removed, 69 unchanged (95% of the section changed)

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our

Chief Executive Officer (performing the functions of the Company’s principal executive officer and principal financial officer),

evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e)

under the Exchange Act), as of the end of the period covered by this Annual Report.

Our disclosure controls and procedures are

designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is

(1) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2)

accumulated and communicated to our management, including our Chief Executive Officer (performing the functions of the Company’s

principal executive officer and principal financial officer), as appropriate to allow timely decisions regarding required disclosure.

Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable

assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship

of possible controls and procedures.

Based on such evaluation of our disclosure

controls and procedures as of February 29, 2020, our Chief Executive Officer (performing the functions of the Company’s principal

executive officer and principal financial officer) concluded that due to the existence of material weaknesses in our internal controls

over financial reporting, as discussed in more detail below, our disclosure controls and procedures were not completely effective

as of February 29, 2020.

Management has continued to monitor the implementation of the remediation plan described below.

Management's annual report on internal control

over financial reporting

The Company’s internal control over financial

reporting (“

ICFR ”) is designed under the supervision of our Chief Executive Officer, acting in the capacity

of principal executive officer and principal financial officer, and effected by our board of directors, management and other personnel,

to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for

external purposes in accordance with U.S.

of Disclosure Controls and Procedures

management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of

our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of

the end of the period covered by this Annual Report.

Our disclosure controls and procedures are designed to ensure that information

required to be disclosed by us in reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized

and reported within the time periods specified in the SECs rules and forms, and (2) accumulated and communicated to our

management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding

required disclosure.

Our management recognizes that any controls and procedures, no matter how well designed and operated, can

provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating

the cost-benefit relationship of possible controls and procedures.

on such evaluation of our disclosure controls and procedures as of February 28, 2021, our Chief Executive Officer and Chief Financial

Officer concluded that due to the existence of material weaknesses in our internal controls over financial reporting, as discussed

in more detail below, our disclosure controls and procedures were not completely effective as of February 28, 2021.

has continued to monitor the implementation of the remediation plan described below.

annual report on internal control over financial reporting

Companys internal control over financial reporting ( ICFR ) is designed under the supervision of our

Chief Executive Officer, acting in the capacity of principal executive officer, and our Chief Financial Officer, acting in the

capacity of principal financial officer, and effected by our board of directors, management and other personnel, to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in

accordance with U.S.

generally accepted accounting principles, or GAAP.

The Company’s ICFR includes

those policies and procedures that:

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly

reflect the transactions and dispositions of the Company’s assets;

(ii) provide reasonable assurance that transactions are

recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that the Company’s receipts

and expenditures are being made only in accordance with authorizations of the Company’s management and directors;

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s

assets that could have a material effect on the financial statements.

The management of the Company is responsible

for establishing and maintaining adequate ICFR for the Company.

Our management assessed the effectiveness of the Company’s

internal control over financial reporting as of February 29, 2020 in accordance with the framework in Internal Control - Integrated

Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “

COSO Framework ”).

As a quickly growing development-stage company with limited resources that recently completed a transition to an entirely new line

of business, management is working to build the necessary infrastructure of controls, following the COSO Framework, to ensure that

more stringent policies and procedures will be in place in the near future.

However, based on our current review, management concluded that, during the

period covered by this report, material weaknesses in ICFR existed as more fully described below:

· We did not have written documentation of our internal control policies

and procedures.

Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the

Sarbanes-Oxley Act, which is applicable to us as a reporting company.

· We have limited segregation of duties and oversight of work performed

as well as lack of compensating controls in the Company’s finance and accounting functions due to limited personnel.

result, segregation of all conflicting duties may not always be possible and may not be economically feasible.

Furthermore, we

cannot provide reasonable assurance that receipts and expenditures are being made only in accordance with management and director

authorization.

However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions

should be performed by separate individuals.

· Certain control procedures were unable to be verified due to performance

not being sufficiently documented.

In order to remediate the documented material

weaknesses, management has begun implementing the following measures:

· management is drafting a Corporate Governance Policy that will further

align the Company’s governance procedures with the requirements noted in the Sarbanes-Oxley Act;

· management is drafting a more comprehensive Code of Conduct, which

reflects the overall corporate principles, policies and values that will also provide the overall guidance for our control procedures.

Notwithstanding the assessment that our ICFR

was not effective as of February 29, 2020 and that there are material weaknesses as identified herein, we believe that our consolidated

financial statements contained in this Annual Report fairly present our financial position, results of operations and cash flows

for the period covered thereby in all material respects.

We are committed to continuing to improve our internal control processes

and we intend to undertake measures to remediate the material weaknesses we have identified and generally strengthen our internal

control over financial reporting.

We will also continue to further review, optimize, and enhance our financial reporting controls

and procedures.

These material weaknesses will not be considered remediated until the applicable remediated controls operate for

a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

This Annual Report does not include an attestation

report of our registered public accounting firm regarding our internal control over financial reporting.

The attestation report

by our registered public accounting firm was not required pursuant to rules of the SEC that permit us to provide only our management’s

report on internal control over financial reporting.

Changes in internal control over financial

Except for the remediation procedures being

implemented by the Company as described above, there have been no other changes in our internal control over financial reporting

(as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the last quarter of our fiscal year ended

February 29, 2020, that have materially affected, or are reasonably likely to materially affect, our internal control over financial

The Companys ICFR includes those policies and procedures

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and

dispositions of the Companys assets;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit

preparation of financial statements in accordance with GAAP, and that the Companys receipts and expenditures are being

made only in accordance with authorizations of the Companys management and directors;

and (iii) provide reasonable assurance

regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Companys assets that could

have a material effect on the financial statements.

management of the Company is responsible for establishing and maintaining adequate ICFR for the Company.

Our management assessed

the effectiveness of the Companys internal control over financial reporting as of February 28, 2021 in accordance with

the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway

Commission (the COSO Framework ).

As a quickly growing development-stage company with limited resources, management

is in the process of building the necessary infrastructure of controls, following the COSO Framework, to ensure that more stringent

policies and procedures will be in place in the near future.

However, based on our current review, management concluded that,

during the period covered by this report, material weaknesses in ICFR existed due to the limited number of persons responsible

for the recording and reporting of financial information, the lack of segregation of duties, and the limited size of our management

team in general.

We are in the process of evaluating methods of improving our internal control over financial reporting, including

the possible addition of financial reporting staff and the increased segregation of financial reporting responsibility, and intend

to implement such steps as are necessary and possible to correct these material weaknesses.

addition to the material weaknesses identified above, management has begun implementing the following measures:

a Corporate Governance Policy that will further align the Companys governance procedures with the requirements noted in

the Sarbanes-Oxley Act;

a comprehensive Code of Conduct, which reflects the overall corporate principles, policies and values that will also provide the

overall guidance for our control procedures.

Notwithstanding

the assessment that our ICFR was not effective as of February 28, 2021 and that there are material weaknesses as identified herein,

we believe that our consolidated financial statements contained in this Annual Report fairly present our financial position, results

of operations and cash flows for the period covered thereby in all material respects.

We are committed to continuing to improve

our internal control processes and we intend to undertake measures to remediate the material weaknesses we have identified and

generally strengthen our internal control over financial reporting.

We will also continue to further review, optimize, and enhance

our financial reporting controls and procedures.

These material weaknesses will not be considered remediated until the applicable

remediated controls operate for a sufficient period of time and management has concluded, through testing, that these controls

are operating effectively.

Annual Report does not include an attestation report of our registered public accounting firm regarding our internal control over

financial reporting.

The attestation report by our registered public accounting firm was not required pursuant to rules of the

SEC that permit us to provide only our managements report on internal control over financial reporting.

in internal control over financial reporting

for the remediation procedures being implemented by the Company as described above, there have been no other changes in our internal

control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the

last quarter of our fiscal year ended February 28, 2021, that have materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting.

OTHER INFORMATION

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.

DIRECTORS, EXECUTIVE OFFICERS AND

CORPORATE GOVERNANCE

All FingerMotion directors hold office until

the next annual general meeting of the shareholders unless his office is earlier vacated in accordance with our Articles or he

becomes disqualified to act as a director.

FingerMotion officers are appointed by our board of directors and hold office until

their earlier death, retirement, resignation or removal.

FingerMotion executive officers and directors

and their respective ages as of the date of this report are as follows:

Name and Position(1)

Principal Occupation and Positions Held During the Last Five Years

Shen CEO and CFO

CEO and CFO of FingerMotion, Inc.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

FingerMotion directors hold office until the next annual general meeting of the shareholders unless his office is earlier vacated

in accordance with our Articles or he becomes disqualified to act as a director.

FingerMotion officers are appointed by our board

of directors and hold office until their earlier death, retirement, resignation or removal.

executive officers and directors and their respective ages as of the date of this report are as follows:

Occupation and Positions Held During the Last Five Years

of FingerMotion, Inc.

1, 2018 to present);

Founder of Imperial Distributors (formerly AP Martin Pharmaceutical Supplies Ltd.) (July 1, 2014 to Dec.

and CFO and COO of Wales and Son Industrial (later named Weir Minerals) (July 2004 to June 2014).

H’sien Loong Wong Director

Former CEO and CFO of FingerMotion, Inc.

Founder of Imperial Distributors (formerly AP Martin Pharmaceutical Supplies

Ltd.) (July 1, 2014 to Dec.

and CFO and COO of Wales and Son Industrial (later named Weir Minerals) (July 2004 to

of FingerMotion, Inc.

11, 2020 to present);

CFO of Cubinet Interactive Group of Companies (2006 to November 2020)

CEO and CFO of FingerMotion, Inc.

(April 2017 to Nov.

Real Estate and Logistics professional in Singapore (2008 to present);

Real Estate and Logistics professional in Singapore (2008

Director of property at Big Box Singapore Pte.

2012 to Sept.

Leong Yew Poh Director

Director of FingerMotion, Inc.

of FingerMotion, Inc.

1, 2018 to present);

Group CEO at Radinace Hospitality Group (Jan.

and Director of Strategic Projects for Keppel T&T (Jan.

Michael Chan Director

Director of FingerMotion, Inc.

of Strategic Projects for Keppel T&T (Jan.

of FingerMotion, Inc.

(April 6, 2018 to present);

Managing Director of Asia Pacific, Asset Servicing at Bank of New York Mellon (2007 to Sept.

Managing Director of Asia Pacific, Asset Servicing at Bank of New York Mellon

(2007 to Sept.

currently serves on the National University of Singapore Society finance sub-committee (2016 to present);

1 unchanged sentence

(1994 to 2007).

The following is a brief account of the education

and business experience of each director, executive officer and key employee during at least the past five years, indicating each

person’s principal occupation during the period, and the name and principal business of the organization by which he or she

was employed, and including other directorships held in reporting companies.

Shen was appointed

our Chief Executive Officer and Chief Financial Officer on December 1, 2018.

He has nearly 15 years of experience in senior management

roles in entrepreneurial startups as well as large multinational corporations.

In those roles, he acquired wide-ranging expertise

in corporate management, financial oversight and operational administration.

Most recently, Mr.

Shen founded Imperial Distributors

(formerly AP Martin Pharmaceutical Supplies Ltd.) in 2014, establishing the company as the preferred choice for providing distributional

support to regional pharmacies throughout Western Canada.

His leadership duties as founder and senior vice-president included overseeing

all aspects of operations, including managing legal and regulatory compliance issues.

They covered ensuring compliance with Health

Canada requirements as well as all relevant federal, provincial and municipal legislation.

He also led the finance department,

building a sound foundation for the accounting function and leveraging his extensive experience in public accounting to guide the

acquisition of two companies in Alberta.

Prior to Imperial, Mr.

Shen served as

Chief Operating Officer and Chief Financial Officer at Wales and Son Industrial (later re-named Weir Minerals) from 2004 to 2014.

The firm specializes in the global delivery of, and support for, mining slurry equipment solutions including

pumps, hydrocyclones, rubber and wear resistant linings.

Sectors served include mining and mineral processing, energy and general

of FingerMotion, Inc.

11, 2020 to present);

Non-Executive Chairman of ZWEEC Analytics

(Feb 2020] to present);

Director of TNG Fintech Group (Jan 2018 to present

Legal Representative and General Manager of JiuGe Technology

Representative and General Manager of JiuGe Technology (Jan.

2018 to present);

Advisor to Shenzhen WuYiKa Technology Co.,

Vice President of Shanghai JiaPinMi Information Technology Co., Ltd.

(July 2015 to Dec.

Legal Representative and Vice General Manager of Beijing Technology

General Manager of Beijing Technology;

CEO of Beijing Hongyang Consulting (July 2017 to April 2019);

Marketing Director of Youku

Tudou (June 2011 to May 2017).

following is a brief account of the education and business experience of each director, executive officer and key employee during

at least the past five years, indicating each persons principal occupation during the period, and the name and principal

business of the organization by which he or she was employed, and including other directorships held in reporting companies.

Shen was appointed our Chief Executive Officer and Chief Financial Officer on December 1, 2018.

He has nearly

15 years of experience in senior management roles in entrepreneurial startups as well as large multinational corporations.

those roles, he acquired wide-ranging expertise in corporate management, financial oversight and operational administration.

recently, Mr.

Shen founded Imperial Distributors (formerly AP Martin Pharmaceutical Supplies Ltd.) in 2014, establishing the company

as the preferred choice for providing distributional support to regional pharmacies throughout Western Canada.

His leadership

duties as founder and senior vice-president included overseeing all aspects of operations, including managing legal and regulatory

compliance issues.

They covered ensuring compliance with Health Canada requirements as well as all relevant federal, provincial

and municipal legislation.

He also led the finance department, building a sound foundation for the accounting function and leveraging

his extensive experience in public accounting to guide the acquisition of two companies in Alberta.

to Imperial, Mr.

Shen served as Chief Operating Officer and Chief Financial Officer at Wales and Son Industrial (later re-named

Weir Minerals) from 2004 to 2014.

The firm specializes in the global delivery of, and support for, mining slurry equipment solutions

including pumps, hydrocyclones, rubber and wear resistant linings.

Sectors served include mining and mineral processing, energy

and general industry.

As COO and CFO of Wales and Son Industrial, Mr.

Shen directed all financial and internal operational activities.

included financial statement preparation and tax filings, banking arrangements, executive compensation and share purchase agreements.

He was also responsible for the analysis of monthly results and financial statements and reconciliations to Group head office.

Shen began his career at PricewaterhouseCoopers

in the tax department in Singapore and the audit and advisory group in Hong Kong.

As a Tax Manager, he consulted with tax departments

of multinational corporations, including Raytheon and Exxon, to provide tax saving mechanisms and future tax planning strategies.

Shen also conducted tax conferences and seminars for current and potential clients to provide overview of tax planning scenarios.

This included financial statement preparation and tax filings, banking arrangements, executive compensation and share purchase

He was also responsible for the analysis of monthly results and financial statements and reconciliations to Group

Shen began his career at PricewaterhouseCoopers in the tax department in Singapore and the audit and advisory group in Hong Kong.

As a Tax Manager, he consulted with tax departments of multinational corporations, including Raytheon and Exxon, to provide tax

saving mechanisms and future tax planning strategies.

Shen also conducted tax conferences and seminars for current and potential

clients to provide overview of tax planning scenarios.

He served at PricewaterhouseCoopers from 1994 to 2004.

Shen also spent several years in PwC Vancouver, auditing major Canadian

companies and in the process building his expertise in financial management, compliance and financial statement reporting.

Certified Public Accountant, he holds a BSc from the University of British Columbia.

Shen devotes approximately 100% of his

Hsien Loong Wong

Shen also spent

several years in PwC Vancouver, auditing major Canadian companies and in the process building his expertise in financial management,

compliance and financial statement reporting.

A US Certified Public Accountant, he holds a BSc from the University of British

Shen devotes approximately 100% of his time to the Company.

Hon Lee - Mr.

Lee was appointed as the CFO of the Company on December 11, 2020.

He was the CFO of Cubinet Interactive Group

of Companies from 2006 to November 2020.

He was one of the pioneers that started an online game publishing company.

In his tenure,

he was instrumental in leading Cubinet and building teams across the South East Asia region setting up all the financial processes

within a short span of time.

Lee took on the additional role as the COO, Middle East and Russia, establishing new

strategic partnerships.

Prior to joining Cubinet, in 2001, Mr.

Lee was employed by Trisilco IT Sdn Bhd as the Finance Manager

overseeing the entire spectrum of the Finance and HR functions.

Lee took on the role of General Manager managing

the entire operations of Trisilco from Finance, HR, Sales & Operations.

Trisilco is an IT company specializing in regulatory

reporting and compliance for the financial sector.

Previously, Mr.

Lee had a short tenure in Nadicorp Holdings as the internal

auditor setting up the departments from scratch.

Nadicorp is one of the largest private Bumiputra conglomerates with 5 main business

units in Transportation, Manufacturing, Property & Plantation, Defence and Other support services.

In his tenure as the Internal

Auditors Manager, he set up the Audit Charter and the key internal audit processes and procedures.

Lee received his diploma

from the Tunku Abdul Rahman College in 1996 and is a Chartered Accountant, a Member of Malaysia Institute of Accountants and an

Associate Member of the Chartered Institute of Management Accountants, United Kingdom.

Lee devotes approximately 100% of his time to the Company.

Loong Wong - Mr.

Wong was appointed a Board member, Chief Executive Officer and Chief Financial Officer on April 14, 2017.

On December 1, 2018,

Wong resigned as the Chief Executive Officer and Chief Financial Officer, but continued to serves as a Board member of the

On December 1, 2018, Mr.

Wong resigned as the Chief Executive Officer and Chief Financial Officer, but continued to serves as

a Board member of the Company.

He started his career in investor relations in technology, biotechnology, mining and oil and gas.

Since July 2015, Mr.

Wong has served as Associate Director of Propnex, Singapore’s largest listed real estate agency From December 2012 until

September 2017, Mr.

Wong also served as Senior Manager of Business Development as well as its director of property at Big Box Singapore

Pte Ltd, a commercial property valued at$600 million.

He also has extensive experience in running public companies.

In particular,

he was CEO of Nexgen Petroleum Corp, an oil and gas drilling company in Tennessee, USA from July 2007 to September 2009.

currently serves as director to Food Bank Singapore, a registered charity, where he has served since January 2015.

previous experience and knowledge of the Company provides good historical information regarding the Company, which helps management

with decisions going forward.

Wong received his BA (Hons) in Communications from Simon Fraser University, British Columbia

and his MSc in Real Estate from the National University of Singapore.

Wong devotes approximately

10% of his time to us.

Leong Yew Poh Mr.

Leong has been

a Board member since December 1, 2018.

He has more than 30 years of management experience in growing companies in the technology

and hospitality sectors.

Wong has served as Associate Director of Propnex, Singapores largest listed real estate agency From

December 2012 until September 2017, Mr.

Wong also served as Senior Manager of Business Development as well as its director of

property at Big Box Singapore Pte Ltd, a commercial property valued at$600 million.

He also has extensive experience in running

public companies.

In particular, he was CEO of Nexgen Petroleum Corp, an oil and gas drilling company in Tennessee, USA from July

2007 to September 2009.

He also currently serves as director to Food Bank Singapore, a registered charity, where he has served

since January 2015.

Wongs previous experience and knowledge of the Company provides good historical information regarding

the Company, which helps management with decisions going forward.

Wong received his BA (Hons) in Communications from Simon

Fraser University, British Columbia and his MSc in Real Estate from the National University of Singapore.

Wong devotes approximately 15% of his time to us.

Poh Leong - Mr.

Leong has been a Board member since December 1, 2018.

He has more than 30 years of management experience in

growing companies in the technology and hospitality sectors.

In that time, Mr.

Leong established an extensive network of business relationships in the software, banking

and telecommunications sectors throughout the Asia Pacific.

In his current position as CEO of Vertical Connection Pte Ltd., a position

he has held since 2002, Mr.

Leong leads the company’s consulting and advisory services in helping other companies expand

their businesses regionally through partnerships or acquisitions and implementing core operational and information initiatives.

Vertical Connection focuses on fintech, telecommunications services, hospitality and software.

Leong established an extensive network of business

relationships in the software, banking and telecommunications sectors throughout the Asia Pacific.

In his current position as

CEO of Vertical Connection Pte Ltd., a position he has held since 2002, Mr.

Leong leads the companys consulting and advisory

services in helping other companies expand their businesses regionally through partnerships or acquisitions and implementing core

operational and information initiatives.

Vertical Connection focuses on fintech, telecommunications services, hospitality and

Currently, Mr.

Leong sits on the

boards of several private companies.

Since 2017, he has served on the board of directors of Fintrux Pte Ltd., a P2P lending company,

as chair and on the boards of each of Vemotion APAC and VM Technology, both software and hardware companies that specialize in

wireless video transmission over low bitrate networks.

Leong served as Group CEO of

Radiance Hospitality Group from 2002 through 2016, where he led the expansion of the company’s hotel management

services in Malaysia, Singapore, China, Indonesia, Cambodia and Russia.

Leong sits on the boards of several private companies.

Since 2017, he has served on the board of directors

of Fintrux Pte Ltd., a P2P lending company, as chair and on the boards of each of Vemotion APAC and VM Technology, both software

and hardware companies that specialize in wireless video transmission over low bitrate networks.

Leong served as Group CEO of Radiance Hospitality Group from 2002 through 2016, where he led the expansion of the companys

hotel management services in Malaysia, Singapore, China, Indonesia, Cambodia and Russia.

Before joining Radiance, Mr.

Leong served as Director

of Strategic Projects for Keppel T&T, a public company that provides transportation, telecommunications and IT services,

from 1999 to 2002.

There, he was responsible for its e-businesses, which included establishing credit bureaus in Thailand and

Malaysia, establishing and operating data centers in Singapore, Malaysia, Thailand and the Philippines, operating call

centers in Singapore and Malaysia, and providing application solutions for local governments,

IT infrastructure, and transportation and education organizations.

Prior to his service at Keppel T&T, Mr.

Leong was first

a Regional Director and then Managing Director of Dun and Bradstreet Software (later acquired by Geac Computers), from 1988 to

In those roles, he led company growth from 15 to more than 250 employees in Singapore, Malaysia, Thailand, the Philippines,

Indonesia, Sri Lanka, Hong Kong, Beijing and Shanghai.

The firm provided business solutions and managed services for 350 customers

in the region.

as Director of Strategic Projects for Keppel T&T, a public company that provides transportation, telecommunications and IT

services, from 1999 to 2002.

There, he was responsible for its e-businesses, which included establishing credit bureaus in Thailand

and Malaysia, establishing and operating data centers in Singapore, Malaysia, Thailand and the Philippines, operating call centers

in Singapore and Malaysia, and providing application solutions for local governments, IT infrastructure, and transportation and

education organizations.

to his service at Keppel T&T, Mr.

Leong was first a Regional Director and then Managing Director of Dun and Bradstreet Software

(later acquired by Geac Computers), from 1988 to 2001.

In those roles, he led company growth from 15 to more than 250 employees

in Singapore, Malaysia, Thailand, the Philippines, Indonesia, Sri Lanka, Hong Kong, Beijing and Shanghai.

The firm provided business

solutions and managed services for 350 customers in the region.

Prior to serving at Dun and Bradstreet, Mr.

Leong was a consultant with Computer Associates, a consultant at Price

Waterhouse, a management consultant at Reliance Travel and an auditor at Razak & Co.

Leong’s extensive corporate

experience allows him to provide valuable guidance to the Company and management team as our Company progresses through its development

Leong received a Masters Degree in Accounting and Finance from the University of Auckland.

Leong devotes approximately 5% of his time

Michael Chan Mr.

Chan has been

a Board member since April 6, 2018.

Chan has served at The Bank of New York Mellon Corporation as Managing Director, Head of

Asia Pacific for Asset Servicing since 2013.

He is responsible for managing the bank’s largest business line in the region.

Chan joined the bank in Singapore in 2007 as regional Chief Operating Officer and progressed to Head of Sales & Relationship

Management in 2010.

He chaired the Asset Servicing Business Acceptance Committee and was a member of the KYC/AML regional committee.

Chan was a member of BNY Mellon’s Global Corporate Operating Committee, Asia Pacific Executive Committee and the Corporate

Sovereign Institutions Council.

He represented the firm on the board of directors of ASIFMA and BNY Mellon’s Eagle Investment

Systems’

Asia Singapore entity.

Chan has also served on the OMGEO APAC Advisory Board and has been a member of various

industry and banking associations in Hong Kong and Korea.

Chan is currently the president of Canadian Alumni Singapore, a not-for-profit

He also serves on the National University of Singapore Society (NUSS) finance sub-committee and a member of the Singapore

Institute of Directors (SID).

Prior to BNY Mellon, Mr.

Chan was with State

Street Bank & Trust Co., Canada beginning 1994.

He was relocated to Hong Kong in 2000 for the bank’s launch of ETF products

in Asia Pacific.

Until 2007, he held senior positions including head of operations (Asia), regional deal team for a key European

acquisition, general manager for the South Korea bank branch and head of global relationship management in the region.

also includes service at Ernst & Young (E&Y), Canada.

Chan’s management and finance experience will provide additional

financial oversight for the Company, and will provide an advisory role over budgetary and projection analysis with management.

Leong was a consultant

with Computer Associates, a consultant at Price Waterhouse, a management consultant at Reliance Travel and an auditor at Razak

Leongs extensive corporate experience allows him to provide valuable guidance to the Company and management

team as our Company progresses through its development stage.

Leong received a Master Degree in Accounting and Finance from

the University of Auckland.

Leong devotes approximately 15% of his time to us.

Chan has been a Board member since April 6, 2018.

Chan has served at The Bank of New York Mellon Corporation

as Managing Director, Head of Asia Pacific for Asset Servicing since 2013.

He is responsible for managing the banks largest

business line in the region.

Chan joined the bank in Singapore in 2007 as regional Chief Operating Officer and progressed

to Head of Sales & Relationship Management in 2010.

He chaired the Asset Servicing Business Acceptance Committee and was a

member of the KYC/AML regional committee.

Chan was a member of BNY Mellons Global Corporate Operating Committee, Asia

Pacific Executive Committee and the Corporate Sovereign Institutions Council.

He represented the firm on the board of directors

of ASIFMA and BNY Mellons Eagle Investment Systems Asia Singapore entity.

Chan has also served on the OMGEO

APAC Advisory Board and has been a member of various industry and banking associations in Hong Kong and Korea.

Chan is currently

the president of Canadian Alumni Singapore, a not-for-profit society.

He also serves on the National University of Singapore Society

(NUSS) finance sub-committee and a member of the Singapore Institute of Directors (SID).

to BNY Mellon, Mr.

Chan was with State Street Bank & Trust Co., Canada beginning 1994.

He was relocated to Hong Kong in 2000

for the banks launch of ETF products in Asia Pacific.

Until 2007, he held senior positions including head of operations

(Asia), regional deal team for a key European acquisition, general manager for the South Korea bank branch and head of global

relationship management in the region.

His career also includes service at Ernst & Young (E&Y), Canada.

management and finance experience will provide additional financial oversight for the Company and will provide an advisory role

over budgetary and projection analysis with management.

Chan is a member of CPA, CMA, Canada.

He holds an EMBA from the Ivey School of Business, University of Western Ontario and

He holds an EMBA from the Ivey

School of Business, University of Western Ontario and a B.

Com from McGill University, Canada.

Chan devotes approximately 5% of his time

Li Li is the CEO and legal

representative of Shanghai JiuGe Information Technology Co., Ltd.

Li Li graduated from Nanjing Academy of Engineering.

she founded Shanghai ChuangYe Network Technology Co., Ltd.

as the Vice President.

Through close cooperation with local operators,

the company launched SMS and MMS services, WAP and mobile JAVA games, Hunan Satellite TV "HTV"

e-magazine and other wireless

Internet services to meet the rapid development of wireless internet content and extensive application requirements.

Li Li served as Vice President

of Hangzhou JiuYue Information Technology Co., Ltd.

Through extensive and in-depth cooperation with operators, the company is committed

to the development of SP services such as IVR (Wireless Voice Value-Added Services), voice mail, electronic data exchange, online

data processing and transaction processing.

Li Li served as Vice President

of Hangzhou LingXuan Information Technology Co., Ltd.

With in-depth understanding of the mobile Internet business, combined with

years of experience in the operation of wireless value-added services, after an in-depth analysis

of the market situation, she proposed the idea of building a wireless value-added interactive services platform and creating an

online and offline O2O service model.

Through close cooperation with operators, the company provides an integrated operation

platform that covers online services such as information, music, video, and colored ring tones, as well as offline activities such

as the Fans Club Meeting in campus, and thus realizes online services for products.

Underneath each other, the industry chain is

seamlessly connected.

Li Li served as Vice President

of Shanghai JiaPinMi Information Technology Co., Ltd.

In 2014, WeChat opened the Wi-Fi interface, indicating the big leap and undercurrent

of commercial Wi-Fi.

However, at the time, there was no domestic Wi-Fi platform that provided blue-collar people with free Internet

access, life style and added service to the community.

At the beginning of her term of office, Li Li seized the opportunity and

proposed to establish a "Hi-WiFi"

platform through cloud-based big data marketing with in-depth cooperation with operators,

providing blue-collar work force community with free access to the Internet, living, and services.

It also provides enterprises

with one-stop enterprise-level services based on information-based services and multiple specialized platform services, thus making

“Hi-WiFi”

the first domestic blue-collar work-force lifestyle platform to be developed.

As a one-stop mobile marketing

service provider that provides advertisers with wireless marketing solutions to achieve accurate marketing goals.

Currently, any

service of the platform can reach 100 million direct blue-collar user groups with nearly 300 million download speeds of up to 700

KB per second.

Users no longer have to worry about data traffic usage restrictions.

Li Li served as an Advisor to

Shenzhen WuYiKa Technology Co., Ltd.

WuYiKa is a comprehensive service platform based on carrier traffic and dedicated to digital

online service distribution and payment.

It has now become a fast and efficient provider of new media marketing solutions for mobile

Ms Li Li devotes approximately 100% of her

time to Shanghai JiuGe Information Technology Co., Ltd.

Significant Employees

Other than Mr.

Shen, FingerMotion does not

have any employees.

FingerMotion’s subsidiaries and controlled companies have the following number of employees:

Name of Entity

Place of Incorporation/Formation

FingerMotion Company Limited

FingerMotion (CN) Limited

Shanghai JiuGe Business Management Co., Ltd.

Shanghai JiuGe Information Technology Co., Ltd.

Beijing XunLian TianXia Technology Co., Ltd.

Family Relationships

There are currently no family relationships

between any of the members of the board of directors or the executive officers.

Involvement in Certain Legal Proceedings

Except as disclosed in this Annual Report,

during the past ten years none of the following events have occurred with respect to any of our directors or executive officers :

A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

Engaging in any type of business practice;

Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (3)(i) above, or to be associated with persons engaged in any such activity;

Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

Any Federal or State securities or commodities law or regulation;

Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order;

Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

There are currently no legal proceedings to

which any of our directors or officers is a party adverse to us or in which any of our directors or officers has a material interest

adverse to us.

Section 16(A) Beneficial Ownership Reporting

Compliance with Section 16(a) of the Exchange

Section 16(a) of the Exchange Act requires

our directors and officers, and the persons who beneficially own more than 10% of our common stock, to file reports of ownership

and changes in ownership with the SEC.

Copies of all filed reports are required to be furnished to us pursuant to Rule 16a-3 promulgated

under the Exchange Act.

Based solely on the reports received by us and on the representations of the reporting persons, we believe

that these persons have complied with all applicable filing requirements during the fiscal year ended February 29, 2020, except

Position Held

Late or Unfiled Report

Chief Executive Officer and Chief Financial Officer

Unfiled Form 3 upon becoming an executive officer in Fiscal 2019 and unfiled Form 4 as required in Fiscal 2019

Leong Yew Poh

Unfiled Form 3 upon becoming a director in Fiscal 2019 and unfiled Form 4 as required in Fiscal 2019

Hsien Loong Wong

Late filed Form 3 upon becoming an officer and director in Fiscal 2018 and unfiled Form 4 in Fiscal 2018

Cheong Chee Ming

Unfiled Form 3 upon becoming an insider in Fiscal 2018 and unfiled Form 4 as required in Fiscal 2020

Ever Sino International Limited

Unfiled Form 3 upon becoming an insider in Fiscal 2020.

Liew Siew Chin

Former Shareholder

Unfiled Form 3 upon becoming an insider in Fiscal 2018 and unfiled Form 4 as required in Fiscal 2020

Cheong Liong Foong

Former Shareholder

Unfiled Form 3 upon becoming an insider in Fiscal 2018 and unfiled Form 4 as required in Fiscal 2020

Director Independence

We evaluate the independence of our directors

in accordance with the listing standards of the NASDAQ Stock Market, LLC (“NASDAQ”) and the regulations promulgated

NASDAQ’s rules require that a majority of the members of a company’s board of directors must qualify as

“independent,”

as affirmatively determined by the board of directors.

Because our securities are not listed on NASDAQ

or any other national securities exchange, we are not required to have a board of directors comprised of a majority of independent

Nevertheless, after review of all relevant transactions and relationships between each director, or any of his family

members, and us, our senior management and our independent registered public accounting firm, our board of directors has determined

that the following directors, which comprise a majority of the members of our board of directors, are independent directors within

the meaning of the NASDAQ listing standards:

Leong Yew Poh and Michael Chan.

Committees of the Board of Directors

Our board of directors has no standing committees.

Chan devotes approximately 15% of his time to us.

Ng was appointed as a Board member on December 11, 2020.

Ng is currently the non-executive Chairman of ZWEEC

Analytics Pte Ltd.

in Singapore and an independent Board director of TNG Fintech Group in Hong Kong.

He previously served in top

management positions in several large business corporations in Singapore, including ST Technologies Telemedia Pte Ltd., a subsidiary

of Temasek holdings, as Executive Vice President (Operations), and ST Telemedias Indonesian subsidiary, PT Indosat Tbk,

as the Deputy President Director.

Ng was also Managing Director of Keppel Telecommunications & Transportation Ltd.

serving in various positions at Keppel T&T and its subsidiaries.

Prior to joining Keppel T&T, Mr.

Ng was a career officer

in the Singapore Armed Forces.

Ng has served as a Director of Alvarion Ltd.

and as an Independent Director of Mencast Holdings

Ng received his Bachelor of Science (Telecomm System Engineering) Degree (Honours) from the Royal Military College of

Science, UK in 1977.

Ng devotes approximately 15% of his time to the Company.

Li Li is the Legal Representative and General Manager of Shanghai JiuGe Information Technology Co., Ltd.

graduated from Nanjing Academy of Engineering.

In 2004, she founded Shanghai ChuangYe Network Technology Co., Ltd.

Through close cooperation with local operators, the company launched SMS and MMS services, WAP and mobile JAVA games,

Hunan Satellite TV HTV e-magazine and other wireless Internet services to meet the rapid development of wireless internet

content and extensive application requirements.

Li Li served as Vice President of Hangzhou JiuYue Information Technology Co., Ltd.

Through extensive and in-depth cooperation

with operators, the company is committed to the development of SP services such as IVR (Wireless Voice Value-Added Services),

voice mail, electronic data exchange, online data processing and transaction processing.

Li Li served as Vice President of Hangzhou LingXuan Information Technology Co., Ltd.

With in-depth understanding of

the mobile Internet business, combined with years of experience in the operation of wireless value-added services, after an in-depth

analysis of the market situation, she proposed the idea of building a wireless value-added interactive services platform and creating

an online and offline O2O service model.

close cooperation with operators, the company provides an integrated operation platform that covers online services such as information,

music, video, and colored ring tones, as well as offline activities such as the Fans Club Meeting in campus, and thus realizes

online services for products.

Underneath each other, the industry chain is seamlessly connected.

Li Li served as Vice President of Shanghai JiaPinMi Information Technology Co., Ltd.

In 2014, WeChat opened the Wi-Fi

interface, indicating the big leap and undercurrent of commercial Wi-Fi.

However, at the time, there was no domestic Wi-Fi platform

that provided blue-collar people with free Internet access, life style and added service to the community.

At the beginning of

her term of office, Li Li seized the opportunity and proposed to establish a Hi-WiFi platform through cloud-based

big data marketing with in-depth cooperation with operators, providing blue-collar work force community with free access to the

Internet, living, and services.

It also provides enterprises with one-stop enterprise-level services based on information-based

services and multiple specialized platform services, thus making Hi-WiFi the first domestic blue-collar work-force

lifestyle platform to be developed.

As a one-stop mobile marketing service provider that provides advertisers with wireless marketing

solutions to achieve accurate marketing goals.

Currently, any service of the platform can reach 100 million direct blue-collar

user groups with nearly 300 million download speeds of up to 700 KB per second.

Users no longer have to worry about data traffic

usage restrictions.

Li Li served as an Advisor to Shenzhen WuYiKa Technology Co., Ltd.

WuYiKa is a comprehensive service platform based

on carrier traffic and dedicated to digital online service distribution and payment.

It has now become a fast and efficient provider

of new media marketing solutions for mobile Internet.

Li Li devotes approximately 100% of her time to Shanghai JiuGe Information Technology Co., Ltd.

Guang Hui - Mr.

Li was appointed Vice General Manager of Beijing Technology in April 2019.

He is also the Legal Representative

of Beijing Technology where he is responsible for the companys SMS operations.

Li graduated from Jiang Nan University

majoring in business marketing.

Upon joining Beijing Technology, Mr.

Li led the research and development team to complete and

implement the SMS platform system.

He also expanded Beijing Technologys business into multiple industries including airlines,

finance, e-commerce and consumer sectors.

Li served as Marketing Director of YouKu Tudou.

With YouKu Tudou, Mr.

Li established high level relationships with the

Ministry of Industry and Information Technology and the Communication Administration Bureau and China Telecoms Operators (China

Mobile, China Telecom and China Unicom) to develop and implement projects in the mobile resale (virtual operator) and value-added

businesses for YouKu Tudou.

Li started his own consulting company, Beijing HongYang Consulting, where he provided consulting services in telecommunication

compliance and operation services to several giant internet-based companies such as Didi, JD.com, Alibaba and Suning.

Li devotes approximately 100% of his time to Beijing Technology.

Shen, FingerMotion does not have any employees.

FingerMotions subsidiaries and controlled companies have the following

number of employees:

Incorporation/Formation

Motion Company Limited

Motion (CN) Limited

Motion Financial Company Limited

JiuGe Business Management Co., Ltd.

JiuGe Information Technology Co., Ltd.

XunLian TianXia Technology Co., Ltd.

TengLian JiuJiu Information Communication Technology Co., Ltd.

Relationships

are currently no family relationships between any of the members of the board of directors or the executive officers.

in Certain Legal Proceedings

as disclosed in this Annual Report, during the past ten years none of the following events have occurred with respect to any of

our directors or executive officers :

petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent

or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was

a general partner at or within two years before the time of such filing, or any corporation or business association of which

he was an executive officer at or within two years before the time of such filing;

person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations

and other minor offenses);

person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of

competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage

transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any

of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director

or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing

any conduct or practice in connection with such activity;

in any type of business practice;

in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of

Federal or State securities laws or Federal commodities laws;

person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or

State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any

activity described in paragraph (3)(i) above, or to be associated with persons engaged in any such activity;

person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal

or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed,

suspended, or vacated;

person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to

have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading

Commission has not been subsequently reversed, suspended or vacated;

person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding,

not subsequently reversed, suspended or vacated, relating to an alleged violation of:

Federal or State securities or commodities law or regulation;

law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent

injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or

removal or prohibition order;

law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory

organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of

the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority

over its members or persons associated with a member.

are currently no legal proceedings to which any of our directors or officers is a party adverse to us or in which any of our directors

or officers has a material interest adverse to us.

16(A) Beneficial Ownership Reporting Compliance

with Section 16(a) of the Exchange Act

16(a) of the Exchange Act requires our directors and officers, and the persons who beneficially own more than 10% of our common

stock, to file reports of ownership and changes in ownership with the SEC.

Copies of all filed reports are required to be furnished

to us pursuant to Rule 16a-3 promulgated under the Exchange Act.

Based solely on the reports received by us and on the representations

of the reporting persons, we believe that these persons have complied with all applicable filing requirements during the fiscal

year ended February 28, 2021, except as follows:

or Unfiled Report

Executive Officer

filed Form 4 as required in Fiscal 2021

Financial Officer

filed Form 3 upon becoming an executive officer

filed Form 3 upon becoming a director

Form 4 as required in Fiscal 2021

evaluate the independence of our directors in accordance with the listing standards of the NASDAQ Stock Market, LLC (NASDAQ)

and the regulations promulgated by the SEC.

NASDAQs rules require that a majority of the members of a companys board

of directors must qualify as independent, as affirmatively determined by the board of directors.

Because our securities

are not listed on NASDAQ or any other national securities exchange, we are not required to have a board of directors comprised

of a majority of independent directors.

Nevertheless, after review of all relevant transactions and relationships between each

director, or any of his family members, and us, our senior management and our independent registered public accounting firm, our

board of directors has determined that the following directors, which comprise a majority of the members of our board of directors,

are independent directors within the meaning of the NASDAQ listing standards:

Leong Yew Poh, Michael Chan and Ng Eng Ho.

of the Board of Directors

board of directors has no standing committees.

Accordingly, the entire Board acts as the audit committee.

The Board has determined that Mr.

Leong both meet the definition

of an “audit committee financial expert”

under the rules of the SEC.

Because our securities are not listed on a national

securities exchange, like the NASDAQ or the New York Stock Exchange, we are not subject to any listing rules that require us to

maintain a standing compensation committee or nominating and corporate governance committee.

Accordingly, the Board has determined

that the entire board should be responsible for compensation, nomination and governance matters.

We believe that this is appropriate

because our board of directors is relatively small, consisting of only three directors, because our board comprises a majority

of independent directors and because it reduces administrative burdens on the Company and the Board.

The Board has determined

Leong and Mr.

Ng all meet the definition of an audit committee financial expert under the rules

Because our securities are not listed on a national securities exchange, like the NASDAQ or the New York Stock Exchange,

we are not subject to any listing rules that require us to maintain a standing compensation committee or nominating and corporate

governance committee.

Accordingly, the Board has determined that the entire board should be responsible for compensation, nomination

and governance matters.

We believe that this is appropriate because our board of directors is relatively small, consisting of

only four directors, because our board comprises a majority of independent directors and because it reduces administrative burdens

on the Company and the Board.

EXECUTIVE COMPENSATION

Summary Compensation Table

Compensation Table

named executive officers for the fiscal year ended February 28, 2021 ( Fiscal 2021 ) consist of (i) Martin

Shen, our current Chief Executive Officer, (ii) Lee Yew Hon, our current Chief Financial Officer and (iii) Li Li, the Legal

Representative and General Manager of our contractual controlled company, JiuGe Technology.

Our named executive officers for the

fiscal year ended February 29, 2020 (“

Fiscal 2020 ”) consist of (i) Martin J.

fiscal year ended February 29, 2020 ( Fiscal 2020 ) consist of (i) Martin J.

Shen, our current Chief Executive

Officer and Chief Financial Officer, and (ii) Li Li, the CEO and legal representative of our controlled company, JiuGe Technology.

Our named executive officers for the fiscal year ended February 28, 2019 (“

Fiscal 2019 ”) consist of (i) Martin

Shen, our current Chief Executive Officer and Chief Financial Officer, who served in such capacity for a portion of Fiscal 2019,

(ii) Hsien Loong Wong, our former Chief Executive Officer and Chief Financial Officer, and (iii) Li Li.

We have no other executive

The following Summary Compensation Table sets forth the compensation earned by or paid to our named executive officers

for Fiscal 2020 and Fiscal 2019 are as follows:

Non-equity incentive plan compensation ($)

Nonqualified deferred

Name and Principal Position

based awards ($)(3)

Annual incentive plans

Long-term incentive plans

compensation earnings ($)

All other compensation ($)

Total compensation ($)

Hsien Loong Wong(2)

Former CEO and CFO

CEO and director of JiuGe Technology

Shen was appointed CEO and CFO on December 1, 2018.

Wong resigned as the CEO and CFO on November 30, 2018, so he did not receive any compensation during Fiscal 2020.

Amounts reflected under the “Share based awards”

column for 2020 and 2019 represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718.

During our most recently completed financial

years, we did not pay any other executive compensation to our named executive officers.

Executive Employment Agreements

As of February 29, 2020, we did not have any

employment agreements with any of our named executive officers.

Outstanding Equity Awards Held by Named

Executive Officers at Fiscal Year End

As of February 29, 2020, no named executive

officer held any vested or unvested unexercised options to purchase shares of the Company’s common stock, shares of unvested

restricted stock or other awards under any Company equity incentive plan.

Pension Plan Benefits

We have no pension plans that provide for payments

or benefits at, following or in connection with retirement.

Compensation Policies and Practices and

Risk Management

One of the responsibilities of our Board, in

its role in setting executive compensation and overseeing our various compensation programs, is to ensure that our compensation

programs are structured so as to discourage inappropriate risk-taking.

We believe that our existing compensation practices and

policies for all employees, including executive officers, mitigate against this risk by, among other things, providing a meaningful

portion of total compensation in the form of equity incentives.

These equity incentives have historically been in the form of stock

grants to promote long-term rather than short-term financial performance and to encourage employees to focus on sustained stock

price appreciation.

The Board as a whole is responsible for monitoring our existing compensation practices and policies and investigating

applicable enhancements to align our existing practices and policies with avoidance or elimination of risk and the enhancement

of long-term stockholder value.

Director Compensation

Each of our directors receives regular cash

compensation of $3,000 per month, or $36,000 per year, for serving on the Board.

In addition, the Board has from time to time granted

unrestricted stock awards to each director then serving on the Board.

The following table sets forth information for compensation

earned in Fiscal 2020 by our non-executive directors who served during Fiscal 2020:

Non-equity incentive plan compensation ($)

Nonqualified deferred

Name and Principal Position

based awards ($)(1)

Annual incentive plans

Long-term incentive plans

compensation earnings ($)

All other compensation ($)

Total compensation ($)

Officer and Chief Financial Officer and (ii) Li Li.

the Legal Representative and General Manager of our contractual controlled

company, JiuGe Technology.

We have no other executive officers.

The following Summary Compensation Table sets forth the compensation

earned by or paid to our named executive officers for Fiscal 2021 and Fiscal 2020 are as follows:

incentive plan

compensation ($)

and Principal

deferred compensation

Representative and General Manager of JiuGe Technology

Shen was appointed as our CEO and CFO on December 1, 2018.

Mr Shen resigned as our CFO effective December 10, 2020.

Lee Yew Hon was appointed as our CFO on December 11, 2020.

reflected under the Share based awards column for 2021 and 2020 represent the aggregate grant date fair value

computed in accordance with FASB ASC Topic 718.

our most recently completed financial years, we did not pay any other executive compensation to our named executive officers.

Employment Agreements

of February 28, 2021, we did not have any employment agreements with any of our named executive officers.

Equity Awards Held by Named Executive Officers at Fiscal Year End

of February 28, 2021, no named executive officer held any vested or unvested unexercised options to purchase shares of the Companys

common stock, shares of unvested restricted stock or other awards under any Company equity incentive plan.

Plan Benefits

have no pension plans that provide for payments or benefits at, following or in connection with retirement.

Policies and Practices and Risk Management

of the responsibilities of our Board, in its role in setting executive compensation and overseeing our various compensation programs,

is to ensure that our compensation programs are structured so as to discourage inappropriate risk-taking.

We believe that our

existing compensation practices and policies for all employees, including executive officers, mitigate against this risk by, among

other things, providing a meaningful portion of total compensation in the form of equity incentives.

These equity incentives have

historically been in the form of stock grants to promote long-term rather than short-term financial performance and to encourage

employees to focus on sustained stock price appreciation.

The Board as a whole is responsible for monitoring our existing compensation

practices and policies and investigating applicable enhancements to align our existing practices and policies with avoidance or

elimination of risk and the enhancement of long-term stockholder value.

of our directors receives regular cash compensation of $2,000 to $4,000 per month, for serving on the Board.

In addition, the

Board has from time to time granted unrestricted stock awards to each director then serving on the Board.

The following table

sets forth information for compensation earned in Fiscal 2021 by our non-executive directors who served during Fiscal 2021:

incentive plan

compensation ($)

Principal Position

deferred compensation

Leong Yew Poh

Hsien Loong Wong

Amounts reflected under the “Share based awards”

column for 2020 represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information

concerning the number of shares of our common stock owned beneficially as of July 8, 2020 by (i) each person (including any group)

known to us to own more than 5% of any class of our voting securities, (ii) each of our officers and directors, and (iii) our officers

and directors as a group.

Unless otherwise indicated, it is our understanding and belief that the shareholders listed possess sole

voting and investment power with respect to the shares shown.

Ng Eng Ho (2)

reflected under the Share based awards column for 2021 represent the aggregate grant date fair value computed in

accordance with FASB ASC Topic 718.

Eng Ho was appointed as a director of the Company on December 11, 2020.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of May

20, 2021 by (i) each person (including any group) known to us to own more than 5% of any class of our voting securities, (ii)

each of our officers and directors, and (iii) our officers and directors as a group.

Unless otherwise indicated, it is our understanding

and belief that the shareholders listed possess sole voting and investment power with respect to the shares shown.

Name and Address of Beneficial Owner (1)

Amount and Nature of

Beneficial Ownership (1)

Ownership (1)

Percentage of

Beneficial Ownership

Directors and Officers:

Shen, Chief Executive Officer and Chief Financial Officer

Shen , Chief Executive

Officer and Chief Financial Officer

c/o FingerMotion, Inc., 1460 Broadway, New York, New York 10036

Leong Yew Poh , Director

c/o FingerMotion, Inc., 1460 Broadway, New York, New York 10036

c/o FingerMotion,

Inc., 1460 Broadway, New York, New York 10036

Michael Chan , Director

c/o FingerMotion, Inc., 1460 Broadway, New York, New York 10036

c/o FingerMotion,

Inc., 1460 Broadway, New York, New York 10036

Hsien Loong Wong , Director

c/o FingerMotion,

Inc., 1460 Broadway, New York, New York 10036

Lee Yew Hon , Chief Financial Oficer

FingerMotion, Inc., 1460 Broadway, New York, New York 10036

Ng Eng Ho , Director

c/o FingerMotion,

Inc., 1460 Broadway, New York, New York 10036

Li Li , Legal Representative and General Manager

of JiuGe Technology

c/o FingerMotion, Inc., 1460 Broadway, New York, New York 10036

8 unchanged sentences

133 Wan Chai Road

* Less than one percent.

(1) Under Rule 13d-3 of the Exchange Act, a beneficial owner of a security includes any person who,

directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares:

power, which includes the power to vote, or to direct the voting of such security;

and (ii) investment power, which includes the

power to dispose or direct the disposition of the security.

Certain shares of common stock may be deemed to be beneficially owned

by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares).

shares of common stock are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example,

upon exercise of an option) within 60 days of the date as of which the information is provided.

In computing the percentage ownership

of any person, the amount of shares of common stock outstanding is deemed to include the amount of shares beneficially owned by

such person (and only such person) by reason of these acquisition rights.

As a result, the percentage of outstanding shares of

common stock of any person as shown in this table does not necessarily reflect the person’s

actual ownership or voting power with respect to the number of shares of common stock actually outstanding as of the date of this

Proxy Statement.

As of July 8, 2020, there were 33,892,953 shares of common stock of the Company issued

and outstanding.

Choe Yang Yeat has sole voting and dispositive power over the shares held by Ever Sino International

Changes in Control

We are unaware of any contract, or other arrangement

or provision, the operation of which may at a subsequent date result in a change of control of our Company.

Securities Authorized for Issuance Under

Equity Compensation Plans

As of February 29, 2020, we did not have any

securities authorized for issuance under any equity compensation plans.

CERTAIN RELATIONSHIPS AND RELATED

TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Related Party Transactions

Except as described herein, none of the following

parties (each a “

Related Party ”) has had any material interest, direct or indirect, in any transaction with

us or in any presently proposed transaction that has or will materially affect us:

any of our directors or officers;

any person proposed as a nominee for election as a director;

any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock;

any member of the immediate family (including spouse, parents, children, siblings and in- laws) of any of the above persons.

Related Party Transactions during the year

ended February 29, 2020

As of February 29, 2020, the Company has a

liability owing to Ms.

than one percent.

Rule 13d-3 of the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any

contract, arrangement, understanding, relationship or otherwise, has or shares:

(i) voting power, which includes the power to

vote, or to direct the voting of such security;

and (ii) investment power, which includes the power to dispose or direct the disposition

of the security.

Certain shares of common stock may be deemed to be beneficially owned by more than one person (if, for example,

persons share the power to vote or the power to dispose of the shares).

In addition, shares of common stock are deemed to be beneficially

owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of

the date as of which the information is provided.

In computing the percentage ownership of any person, the amount of shares of

common stock outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by

reason of these acquisition rights.

As a result, the percentage of outstanding shares of common stock of any person as shown in

this table does not necessarily reflect the persons actual ownership or voting power with respect to the number of shares

of common stock actually outstanding as of the date of this Proxy Statement.

As of May 20, 2021, there were 38,668,494 shares

of common stock of the Company issued and outstanding.

Choe Yang Yeat has sole voting and dispositive power over the shares held by Ever Sino International Limited.

are unaware of any contract, or other arrangement or provision, the operation of which may at a subsequent date result in a change

of control of our Company.

Authorized for Issuance Under Equity Compensation Plans

of February 28, 2021, we did not have any securities authorized for issuance under any equity compensation plans.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Party Transactions

as described herein, none of the following parties (each a Related Party ) has had any material interest,

direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:

of our directors or officers;

person proposed as a nominee for election as a director;

person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding

shares of common stock;

member of the immediate family (including spouse, parents, children, siblings and in- laws) of any of the above persons.

Party Transactions during the year ended February 28, 2021

of February 28, 2021, the Company has a liability owing to Ms.

Li Li in the amount of $5,659 (2019:

The funds loaned from Ms.

Li Li to the Company were

used for working capital purposes and such loan does not bear any interest and there are no set terms for repayment.

Our Board reviews any proposed transaction

involving Related Parties and considers whether such transactions are fair and reasonable and in the Company’s best interests.

The funds loaned

Li Li to the Company were used for working capital purposes and such loan does not bear any interest and there are no

set terms for repayment.

Board reviews any proposed transaction involving Related Parties and considers whether such transactions are fair and reasonable

in the Companys best interests.

PRINCIPAL ACCOUNTING FEES AND SERVICES

Fees and Services

The following is an aggregate of fees billed

for each of the last two fiscal years for professional services rendered by our current principal accountants:

following is an aggregate of fees billed for each of the last two fiscal years for professional services rendered by our current

principal accountants:

Audit-related fees

1 unchanged sentence

Total fees paid or accrued to our principal accountants

Audit fees are the aggregate fees billed for

professional services rendered by our independent auditors for the audit of our annual financial statements, the review of the

financial statements included in each of our quarterly reports and services provided in connection with statutory and regulatory

filings or engagements.

Audit Related Fees

Audit related fees are the aggregate fees billed

by our independent auditors for assurance and related services that are reasonably related to the performance of the audit or review

of our financial statements and are not described in the preceding category.

Tax fees are billed by our independent auditors

for tax compliance, tax advice and tax planning.

All Other Fees

All other fees include fees billed by our independent

auditors for products or services other than as described in the immediately preceding three categories.

Pre-Approval of Services by the Independent

Our policy is to pre-approve all audit and

permissible non-audit services performed by the independent accountants.

These services may include audit services, audit-related

services, tax services and other services.

Under our Board’s policy, pre-approval is generally provided for particular services

or categories of services, including planned services, project based services and routine consultations.

In addition, our Board

may also pre-approve particular services on a case-by-case basis.

We approved all services that our independent accountants provided

to us in the past two fiscal years.

ITEM 15 –

The following exhibits are filed as part of

this Annual Report.

Share Exchange Agreement among FingerMotion, Inc., Finger Motion Company Limited and the Shareholders of Finger Motion Company Limited, dated July 13, 2017

Certificate of Incorporation

Certificate of Designation, Preferences and Rights of Series A Convertible Preferred Stock dated May 15, 2017

Certificate of Amendment of Certificate of Incorporation dated June 21, 2017

Software License Agreement between Finger Motion Company Limited and Property Management Corporation or America dated April 28, 2017

Exclusive Consulting Agreement between Shanghai JiuGe Business Management Co., Ltd.

fees are the aggregate fees billed for professional services rendered by our independent auditors for the audit of our annual

financial statements, the review of the financial statements included in each of our quarterly reports and services provided in

connection with statutory and regulatory filings or engagements.

related fees are the aggregate fees billed by our independent auditors for assurance and related services that are reasonably

related to the performance of the audit or review of our financial statements and are not described in the preceding category.

fees are billed by our independent auditors for tax compliance, tax advice and tax planning.

other fees include fees billed by our independent auditors for products or services other than as described in the immediately

preceding three categories.

of Services by the Independent Auditor

policy is to pre-approve all audit and permissible non-audit services performed by the independent accountants.

These services

may include audit services, audit-related services, tax services and other services.

Under our Boards policy, pre-approval

is generally provided for particular services or categories of services, including planned services, project-based services and

routine consultations.

In addition, our Board may also pre-approve particular services on a case-by-case basis.

We approved all

services that our independent accountants provided to us in the past two fiscal years.

following exhibits are filed as part of this Annual Report.

Exchange Agreement among FingerMotion, Inc., Finger Motion Company Limited and the Shareholders of Finger Motion Company Limited,

dated July 13, 2017

of Incorporation

of Designation, Preferences and Rights of Series A Convertible Preferred Stock dated May 15, 2017

of Amendment of Certificate of Incorporation dated June 21, 2017

License Agreement between Finger Motion Company Limited and Property Management Corporation or America dated April 28, 2017

Consulting Agreement between Shanghai JiuGe Business Management Co., Ltd.