What changed in this filing

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Item 1. Financial Statements

2022-01-14 compared with 2021-10-14 · 612 added, 575 removed, 843 unchanged (58% of the section changed)

2 unchanged sentences

CONSOLIDATED INTERIM FINANCIAL STATEMENTS

the six months ended August 31, 2021

For the nine months ended November 30, 2021

- Expressed in U.S.

FingerMotion,

Condensed Consolidated Balance Sheets

Consolidated Balance Sheets

Current Assets

12 unchanged sentences

Accrual and other payables

Stock subscription payables

Loan payable, current portion

12 unchanged sentences

Authorized 200,000,000 shares;

issued and outstanding 42,201,260 shares and 38,903,494 issued and outstanding at August 31, 2021 and February 28, 2021 respectively

issued and outstanding 42,482,260 shares and 38,903,494 issued and outstanding at November 30, 2021 and February 28, 2021 respectively

Additional paid-in capital

8 unchanged sentences

FingerMotion,

Condensed Consolidated Statements of Operations

Consolidated Statements of Operations

Three Months Ended

Six Months Ended

Nine Months Ended

Cost of revenue

60 unchanged sentences

Loss Per Share - Diluted

Wgt Ave Common Shares Outstanding - Basic

Wgt Ave Common Shares Outstanding - Diluted

Weighted Average Common Shares Outstanding - Basic

Weighted Average Common Shares Outstanding - Diluted

FingerMotion,

Condensed Consolidated Statement of Shareholders Equity

Consolidated Statement of Shareholders Equity

Comprehensive

4 unchanged sentences

Common stock issued for cash

Common stock issued for professional service

Accumulated other comprehensive income

Balance at May 31, 2021

Common stock issued for professional

Accumulated other comprehensive

at May 31, 2021

( 13,120,618 )

Common stock issued for cash

Common stock issued for professional service

Common stock issued for professional

Execution of convertible notes

Accumulated other comprehensive income

Accumulated other comprehensive

( 1,455,764 )

1 unchanged sentence

( 1,454,617 )

Balance at August 31, 2021

at August 31, 2021

( 14,576,382 )

Common stock issued for cash

Common stock issued for professional

Accumulated other comprehensive

( 1,036,619 )

( 1,037,172 )

at November 30, 2021

( 15,613,001 )

Comprehensive

3 unchanged sentences

( 7,826,754 )

Common stock issued for professional service

Accumulated other comprehensive income

Balance at May 31, 2020

Common stock issued for professional

Accumulated other comprehensive

at May 31, 2020

( 8,404,831 )

Stock subscribed / (cancelled)

Accumulated other comprehensive income

Balance at August 31, 2020

Accumulated other comprehensive

at August 31, 2020

( 9,365,854 )

1 unchanged sentence

( 1,552,888 )

Common stock issued for cash

Common stock issued for professional

Accumulated other comprehensive

at November 30, 2020

( 10,074,007 )

FingerMotion,

Condensed Consolidated Statements of Cash Flows

Six Months Ended

Consolidated Statements of Cash Flows

Nine Months Ended

$ ( 3,401,295 )

6 unchanged sentences

(Increase) decrease in accounts receivable

( 1,382,141 )

(Increase) decrease in prepayment and deposit

( 2,798,735 )

(Increase) decrease in others receivable

( 1,278,777 )

(Increase) decrease in other receivable

(Increase) decrease in inventories

8 unchanged sentences

Purchase of equipment

Purchase of intangible assets

Net cash provided by (used in) investing activities

Cash flows from financing activities

Execution of convertible notes

Proceed from loan payable

( 1,654,207 )

Advances from stock subscription payables

Common stock issued for cash

5 unchanged sentences

Cash at end of period

Major non-cash transactions:

Conversion of loan payables to shares

Supplemental disclosures of cash flow information:

1 unchanged sentence

FINGERMOTION,

Six months ended August 31, 2021 and 2020

Notes to the Condensed Consolidated Financial Statements

months ended November 30, 2021 and 2020

to the Condensed Consolidated Financial Statements

1 – Nature of Business and basis of Presentation

9 unchanged sentences

which specialize in operating and publishing mobile games.

to the Share Exchange Agreement with FMCL, effective July 13, 2017 (the Share Exchange Agreement, the Company agreed to

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

At the Closing

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

In addition, the Company issued 600,000 shares to

other consultants in connection with the transactions contemplated by the Share Exchange Agreement.

to the Share Exchange Agreement with FMCL, effective July 13, 2017 (the Share Exchange Agreement, the Company agreed to exchange

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

At the Closing Date, the

Company issued 12,000,000

shares of common stock to the FMCL shareholders.

In addition, the Company issued 600,000

shares to other consultants in connection with

the transactions contemplated by the Share Exchange Agreement.

transaction was accounted for as a reverse acquisition since, immediately following completion of the transaction, the

33 unchanged sentences

FINGERMOTION,

Six months ended August 31, 2021 and 2020

Notes to the Condensed Consolidated Financial Statements

months ended November 30, 2021 and 2020

to the Condensed Consolidated Financial Statements

2 – Summary of Principal Accounting Policies

2 unchanged sentences

generally accepted accounting principles (U.S.

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

subsidiaries.

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.

18 unchanged sentences

determination.

the VIE agreements disclosed in Note 1, 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

Through the VIE agreements disclosed in Note 1, 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.

FINGERMOTION,

Six months ended August 31, 2021 and 2020

Notes to the Condensed Consolidated Financial Statements

months ended November 30, 2021 and 2020

to the Condensed Consolidated Financial Statements

2 – Summary of Principal Accounting Policies (Continued)

following assets and liabilities of the VIE and VIEs subsidiaries are included in the accompanying condensed consolidated financial

statements of the Company as of August 31, 2021 and February 28, 2021:

statements of the Company as of November 30, 2021 and February 28, 2021:

Schedule of Variable Interest Entities

and liabilities of the VIE

August 31, 2021

November 30, 2021

February 28, 2021

5 unchanged sentences

and liabilities of the VIEs Subsidiaries

August 31, 2021

November 30, 2021

February 28, 2021

5 unchanged sentences

FINGERMOTION,

Six months ended August 31, 2021 and 2020

Notes to the Condensed Consolidated Financial Statements

months ended November 30, 2021 and 2020

to the Condensed Consolidated Financial Statements

2 – Summary of Principal Accounting Policies (Continued)

Result of VIE

For the six months ended

August 31, 2021

For the six months ended

August 31, 2020

For the nine months ended

November 30, 2021

For the nine months ended

November 30, 2020

Cost of revenue

3 unchanged sentences

( 2,024,130 )

( 1,393,511 )

Research & Development

11 unchanged sentences

Result of VIEs Subsidiaries

For the six months ended

August 31, 2021

For the six months ended

August 31, 2020

For the nine months ended

November 30, 2021

For the nine months ended

November 30, 2020

Cost of revenue

13 unchanged sentences

FINGERMOTION,

Six months ended August 31, 2021 and 2020

Notes to the Condensed Consolidated Financial Statements

months ended November 30, 2021 and 2020

to the Condensed Consolidated Financial Statements

2 – Summary of Principal Accounting Policies (Continued)

3 unchanged sentences

the reporting period.

Management makes its best estimate of the ultimate outcome for these items based on historical trends and

other information available when the financial statements are prepared.

Management makes its best estimate of the ultimate outcome for these items based on historical trends and other

information available when the financial statements are prepared.

Actual results could differ from those estimates.

38 unchanged sentences

FINGERMOTION,

Six months ended August 31, 2021 and 2020

Notes to the Condensed Consolidated Financial Statements

months ended November 30, 2021 and 2020

to the Condensed Consolidated Financial Statements

2 – Summary of Principal Accounting Policies (Continued)

33 unchanged sentences

FINGERMOTION,

Six months ended August 31, 2021 and 2020

Notes to the Condensed Consolidated Financial Statements

months ended November 30, 2021 and 2020

to the Condensed Consolidated Financial Statements

2 – Summary of Principal Accounting Policies (Continued)

43 unchanged sentences

FINGERMOTION,

Six months ended August 31, 2021 and 2020

Notes to the Condensed Consolidated Financial Statements

months ended November 30, 2021 and 2020

to the Condensed Consolidated Financial Statements

3 – Going Concern

1 unchanged sentence

contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business.

had an accumulated deficit of $ 14,576,382 and $ 12,208,728 as at August 31, 2021 and February 28, 2021 respectively, and had a net loss

of $ 2,364,123 and $ 1,538,767 for the six months ended August 31, 2021 and 2020, respectively.

had an accumulated deficit of $ 15,613,001 and $ 12,208,728 as at November 30, 2021 and February 28, 2021 respectively, and had a net loss

of $ 3,401,295 and $ 2,244,413 for the nine months ended November 30, 2021 and 2020, respectively.

Companys continuation as a going concern is dependent on its ability to obtain additional financing to fund operations, implement

8 unchanged sentences

long-term liquidity also depends upon its ability to generate revenues and achieve profitability.

recorded $11,383,403 and $6,363,988 in revenue, respectively, for the six months ended August 31, 2021 and 2020.

recorded $17,285,302 and $11,245,589 in revenue, respectively, for the nine months ended November 30, 2021 and 2020.

Schedule of Revenue

For the six months ended

August 31, 2021

August 31, 2020

For the nine months ended

November 30, 2021

November 30, 2020

Telecommunication Products & Services

1 unchanged sentence

5 – Equipment

August 31, 2021 and February 28, 2021, the company has the following amounts related to tangible assets :

August 31, 2021

November 30, 2021 and February 28, 2021, the company has the following amounts related to tangible assets :

November 30, 2021

February 28, 2021

2 unchanged sentences

significant residual value is estimated for the equipment.

Depreciation expense for the six months ended August 31, 2021 and 2020 totaled

$ 6,929 and $ 4,882 , respectively.

Depreciation expense for the nine months ended November 30, 2021 and 2020

totaled $ 10,618 and $ 7,524 , respectively.

FINGERMOTION,

Six months ended August 31, 2021 and 2020

Notes to the Condensed Consolidated Financial Statements

months ended November 30, 2021 and 2020

to the Condensed Consolidated Financial Statements

6 – Intangible Assets

August 31, 2021 and February 28, 2021, the company has the following amounts related to intangible assets:

August 31, 2021

November 30, 2021 and February 28, 2021, the company has the following amounts related to intangible assets :

November 30, 2021

February 28, 2021

5 unchanged sentences

significant residual value is estimated for these intangible assets.

Amortization expense for the six months ended August 31, 2021 and

2020 totaled $21,894 and $2,735, respectively.

Amortization expense for the nine months ended November 30, 2021

and 2020 totaled $32,926 and $45,827, respectively.

7 – Prepayment and Deposit

2 unchanged sentences

for our Telecommunication Products & Services business and our SMS & MMS business.

August 31, 2021

Deposits also includes payments placed into

the e-commerce platforms where we offer our products and services.

The platforms are PinDuoDuo, Tmall and JD.com.

of Prepayment and Deposit

November 30, 2021

February 28, 2021

5 unchanged sentences

Prepayment and deposit

August 31, 2021

November 30, 2021

February 28, 2021

5 unchanged sentences

Prepayment and deposit

FINGERMOTION,

Six months ended August 31, 2021 and 2020

FINGERMOTION, INC.

Nine months ended November 30, 2021 and 2020

Notes to the Condensed Consolidated Financial Statements

11 unchanged sentences

All operating

lease expense is recognized on a straight-line basis over the lease term in the six months ended August 31, 2021.

lease expense is recognized on a straight-line basis over the lease term in the nine months ended November 30, 2021.

related to the Companys right-of-use assets and related lease liabilities were as follows:

August 31, 2021

November 30, 2021

February 28, 2021

9 unchanged sentences

Weighted-average discount rate

following table summarizes the future minimum lease payments due under the Companys operating leases as of August 31, 2021:

following table summarizes the future minimum lease payments due under the Companys operating leases as of November 30, 2021:

imputed interest

Total lease liability

FINGERMOTION,

Six months ended August 31, 2021 and 2020

FINGERMOTION, INC.

Nine months ended November 30, 2021 and 2020

Notes to the Condensed Consolidated Financial Statements

9 – Loan Payable

following table summarizes loan principal due by the Company as of August 31, 2021:

August 31, 2021

following table summarizes loan principal due by the Company as of November 30, 2021:

November 30, 2021

February 28, 2021

15 unchanged sentences

Liew Yow Ming were fixed at rate of 20% per annum.

expenses incurred on loans payable for six months ended August 31, 2021 and 2020 was $ 172,813 and $ 67,991 , respectively.

expenses incurred on loans payable for nine months ended November 30, 2021 and 2020 was $ 172,813 and $ 153,577 , respectively.

July 28, 2021, the Company has received a conversion notice from Liew Yow Ming for the conversion of the note to convert all US$ 545,000

25 unchanged sentences

services agreement.

FINGERMOTION,

Six months ended August 31, 2021 and 2020

FINGERMOTION, INC.

Nine months ended November 30, 2021 and 2020

Notes to the Condensed Consolidated Financial Statements

37 unchanged sentences

share to one individual pursuant to the conversion of promissory notes.

FINGERMOTION,

Six months ended August 31, 2021 and 2020

FINGERMOTION, INC.

Nine months ended November 30, 2021 and 2020

Notes to the Condensed Consolidated Financial Statements

10 – Common Stock (Continued)

October 28, 2021, the Company issued 5,000 shares of our common stock at price of $2.00 per share to one individual pursuant to a consulting

November 5, 2021, the Company issued 276,000 shares of our common stock at price of $5.00 per share to 4 individuals.

the quarter ended November 30, 2021, the Company received $90,000 from exercise of warrants for the purchase of 30,000 shares of common

stock of the Company at a price of $3.00 per shares from 2 individuals, which securities have not been issued as of November 30, 2021.

In addition, during the quarter ended November 30, 2021, the Company received $300,000 from subscriptions for the purchase of 60,000

shares of common stock of the Company at a price of $5.00 per share from 3 individuals, which securities have not been issued as of November

11 – Earnings Per Share

following table sets forth the computation of basic and diluted earnings per common share :

For the six months ended

August 31, 2021

August 31, 2020

For the nine months ended

November 30, 2021

November 30, 2020

Numerator - basic and diluted

13 unchanged sentences

The Company generated

a taxable loss for the six months ended August 31, 2021 and 2020.

a taxable loss for the nine months ended November 30, 2021 and 2020.

Motion Company Limited is incorporated in Hong Kong and Hong Kongs profits tax rate is 16.5 % .

Finger Motion Company Limited did

not earn any income that was derived in Hong Kong for the six months ended August 31, 2021 and 2020.

not earn any income that was derived in Hong Kong for the nine months ended November 30, 2021 and 2020.

Peoples Republic of China (PRC)

1 unchanged sentence

and subject to PRC income tax at 25 % .

FINGERMOTION, INC.

Nine months ended November 30, 2021 and 2020

Notes to the Condensed Consolidated Financial Statements

12 – Income Taxes (Continued)

tax mainly consists of foreign income tax at statutory rates and the effects of permanent and temporary differences.

The Companys

effective income tax rates for the six months ended August 31, 2021 and 2020 are as follows:

For the six months ended

August 31, 2021

August 31, 2020

effective income tax rates for the nine months ended November 30, 2021 and 2020 are as follows:

For the nine months ended

November 30, 2021

November 30, 2020

statutory tax rate

3 unchanged sentences

Effective tax rate

FINGERMOTION,

Six months ended August 31, 2021 and 2020

Notes to the Condensed Consolidated Financial Statements

12 – Income Taxes (Continued)

August 31, 2021 and February 28, 2021, the Company has a deferred tax asset of $591,914 and $1,095,494, resulting from certain net operating

losses in U.S., respectively.

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

the periods in which those net operating losses are available.

November 30, 2021 and February 28, 2021, the Company has a deferred tax asset of $851,068 and $1,095,494, resulting from certain net

operating losses in U.S., respectively.

The ultimate realization of deferred tax assets depends on the generation of future taxable income

during the periods in which those net operating losses are available.

The Company considers projected future taxable income and tax planning

5 unchanged sentences

portion or all of the valuation allowance.

At August 31, 2021 and February 28, 2021, the valuation allowance was $591,914 and $1,095,494,

At November 30, 2021 and February 28, 2021, the valuation allowance was $851,068 and $1,095,494,

respectively.

Schedule of Deferred Tax Assets and Liabilities

August 31, 2021

November 30, 2021

February 28, 2021

10 unchanged sentences

Gain on Disposal

FINGERMOTION, INC.

Nine months ended November 30, 2021 and 2020

Notes to the Condensed Consolidated Financial Statements

14 – Related Parties Transaction

3 unchanged sentences

Non-controlling

Company had the following related party balances at August 31, 2021 and February 28, 2021:

Company had the following related party balances at November 30, 2021 and February 28, 2021:

amount due to related party is without interest and due on demand.

August 31, 2021

November 30, 2021

February 28, 2021

4 unchanged sentences

16 – Subsequent Events

for the above, the Company has determined that it does not have any material subsequent events to disclose in these unaudited condensed

consolidated interim financial statements.

for the above and the following, the Company has determined that it does not have any other material subsequent events to disclose in

these unaudited condensed consolidated interim financial statements.

December 28, 2021, the Companys board of directors approved and granted in aggregate 4,545,500 stock options, of which 1,169,500

stock options were granted to certain directors and officers of the Company, having an exercise price of $8.00 per share and an expiry

date of five years from the date of grant.

The stock options have vesting provisions of 20% on the date of grant and 20% on each of the

first, second, third and fourth anniversary of the date of grant.

December 28, 2021, the Company shares of common stock were listed for trading on the Nasdaq Capital Market under the current trading

symbol of FNGR.

2 – MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

terms the Registrant, we, us, our, FingerMotion and the

Company mean FingerMotion, Inc.

or as the context requires, collectively with its consolidated subsidiaries and

contractually controlled companies.

terms the Registrant, we, us, our, FingerMotion and the Company

mean FingerMotion, Inc.

or as the context requires, collectively with its consolidated subsidiaries and contractually controlled companies.

Note Regarding Forward-Looking Statements

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

MD&A) contains 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 Quarterly Report on Form 10-Q for the six months ended August

31, 2021, and our Annual Report on Form 10-K for the fiscal year ended February 28, 2021, including the consolidated financial

statements and related notes contained therein.

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 as disclosed in our Annual Report on Form 10-K for the fiscal year ended February 28, 2021,

and Item 1A, Risk Factors, under Part II - Other Information of this Quarterly Report.

MD&A is focused on material changes in our financial condition from February 28, 2021, our most recently completed year end,

to August 31, 2021, and our results of operations for the three months and six months ended August 31, 2021, and should be read

in conjunction with Item 7, Managements Discussion and Analysis of Financial Condition and Results of Operations as contained

in our Annual Report on Form 10-K for the fiscal year ended February 28, 2021.

following managements discussion and analysis of the Companys financial condition and results of operations (the MD&A)

contains 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 Quarterly Report on Form 10-Q for the nine months ended November 30, 2021, and our Annual Report on Form 10-K for the

fiscal year ended February 28, 2021, including the consolidated financial statements and related notes contained therein.

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 as disclosed in our Annual Report on Form

10-K for the fiscal year ended February 28, 2021, and Item 1A, Risk Factors, under Part II - Other Information of this Quarterly Report.

MD&A is focused on material changes in our financial condition from February 28, 2021, our most recently completed year end, to November

30, 2021, and our results of operations for the three months and nine months ended November 30, 2021, and should be read in conjunction

with Item 7, Managements Discussion and Analysis of Financial Condition and Results of Operations as contained in our Annual Report

on Form 10-K for the fiscal year ended February 28, 2021.

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

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

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

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

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

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

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

Management Corporation of America to FingerMotion, Inc. (the Corporate Actions ).

The Corporate

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

principal executive offices are located at 1460 Broadway, New York, New York 10036, and our telephone number at that address is (347)

(347) 349-5339.

Exchange Agreement

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

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

of FMCL (the FMCL Shareholders ).

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

technology company that specializes in operating and publishing mobile games.

Pursuant to the Share Exchange Agreement, the Company

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

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

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

Agreement, and 2,562,500 additional shares to accredited investors, which was a concurrent financing but not a condition of closing

the Share Exchange Agreement.

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

of the Company.

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

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

FMCL (the FMCL Shareholders ).

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

company that specializes in operating and publishing mobile games.

Pursuant to the Share Exchange Agreement, the Company agreed to exchange

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

On the closing date of

the Share Exchange Agreement, the Company issued 12,000,000 shares of common stock to the FMCL shareholders.

In addition, the Company

issued 600,000 shares to consultants in connection with the transactions contemplated by the Share Exchange Agreement, and 2,562,500

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

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

The Company operates its video game division through FMCL.

However, in June 2018, the Company decided to pause

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

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

terms of the Share Exchange Agreement, which was filed as an exhibit to our Current Report on Form 8-K filed with the SEC on July

However, in June 2018, the Company decided to pause the operation

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

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

of the Share Exchange Agreement, which was filed as an exhibit to our Current Report on Form 8-K filed with the SEC on July 20, 2017

and incorporated by reference herein.

2 unchanged sentences

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

( JiuGe Technology ) became our contractually

controlled affiliate.

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

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

The VIE Agreements include a Consulting

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

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

We operate our mobile payment platform business through

JiuGe Technology.

( JiuGe Technology ) became our contractually controlled

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

foreign investment is restricted or forbidden by the PRC government.

The VIE Agreements include a Consulting Services Agreement, a Loan

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

commitments of the JiuGe Technology.

We operate our mobile payment platform business through JiuGe Technology.

VIE Agreements included:

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

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

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

of capital contribution (the JiuGe Technology Loan Agreement );

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

Technology to JiuGe Management and will only transfer their equity interests in JiuGe Technology to JiuGe Management or its

designee(s) (the JiuGe Technology Power of Attorney Agreement );

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

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

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

contribution (the JiuGe Technology Loan Agreement );

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

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

JiuGe Technology Power of Attorney Agreement );

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

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

JiuGe Technology Call Option Agreement );

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

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

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

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

Technology Call Option Agreement );

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

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

Agreement (the JiuGe Technology Share Pledge Agreement ).

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

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

and Inner Mongolia.

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

Inner Mongolia.

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

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

to third-party channels and businesses.

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

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

To encourage consumers to utilize our portal instead

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

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

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

Accordingly, we earn income on the rebates we receive

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

our platform.

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

channels and businesses.

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

to China Unicom and China Mobile that we process.

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

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

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

use of our platform.

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

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

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

that could unlock potential value-added services.

description of the VIE Agreements discussed above do not purport to be complete and are qualified in their entirety by reference

to the terms of the VIE Agreements, which were filed as exhibits to our Current Report on Form 8-K filed with the SEC on December

27, 2018 and are incorporated by reference herein.

description of the VIE Agreements discussed above do not purport to be complete and are qualified in their entirety by reference to the

terms of the VIE Agreements, which were filed as exhibits to our Current Report on Form 8-K filed with the SEC on December 27, 2018 and

are incorporated by reference herein.

of Beijing Technology

1 unchanged sentence

( Beijing Technology ),

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

customers and prospective customers.

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

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

The mass SMS text message service offers bulk SMS services

to end consumers with competitive pricing.

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

million SMS text messages per month.

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

to operate SMS and MMS business in the PRC.

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

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

platform to send bulk SMS text messages monthly.

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

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

successfully.

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

and prospective customers.

Through Beijing Technology, the Company entered into the business of mass SMS text message service as a compliment

to its mobile payment and recharge business.

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

Currently, the Companys SMS integrated platform is processing more than 150 million SMS text messages per month.

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

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

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

Beijing Technology

has the capability to manage and track the entire process, including to assist the Companys clients to fulfill the government

guidelines, until the SMS messages have been delivered successfully.

Unicom Cooperation Agreement

2 unchanged sentences

Unicom Yunnan ).

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

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

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

and related financial insurance.

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

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

bear all expenses in connection therewith.

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

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

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

three months written notice or (ii) by China Unicom Yunnan unilaterally.

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

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

mobile telephones, mobile telephone service, broadband data services, terminals, smart devices and related financial insurance.

The Cooperation Agreement provides that JiuGe Technology is required to construct and operate the platforms webpage in accordance

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

As consideration

for the services it provides under the Cooperation Agreement, JiuGe Technology receives a percentage of the revenue received from all

sales it processes for China Unicom Yunnan on the platform.

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

months written notice or (ii) by China Unicom Yunnan unilaterally.

The Cooperation Agreement contains customary representations

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

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

Any disputes arising between the parties under

the Cooperation Agreement will be adjudicated in Chinese courts.

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

terms of the Cooperation Agreement, which was filed as an exhibit to our Current Report on Form 8-K filed with the SEC on August

9, 2019 and is incorporated by reference herein.

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

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

Any disputes arising between the parties under the Cooperation

Agreement will be adjudicated in Chinese courts.

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

the Cooperation Agreement, which was filed as an exhibit to our Current Report on Form 8-K filed with the SEC on August 9, 2019 and is

incorporated by reference herein.

Mobile Cooperation Agreement

1 unchanged sentence

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

( China Mobile Financial )

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

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

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

years of experience in the financial services industry.

Currently, of China Mobiles estimated 900 million subscribers,

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

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

These estimated 600 million subscribers have accumulated

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

China Securities Journal, China

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

( China Mobile Financial ) to explore

and create a new forward-leaning business model that combines the traditional loyalty point redemption business with an e-commerce platform

designed to create a higher evolution of brand loyalty.

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

of experience in the financial services industry.

Currently, of China Mobiles estimated 900 million subscribers, only an estimated

600 million currently participate and accumulate points within the loyalty reward program, often referred to as Points Mall,

meaning there is still plenty of room for growth.

These estimated 600 million subscribers have accumulated an aggregate of points worth

an estimated 20 billion yuan (approximately US$2.86 billion) (Source:

China Securities Journal, China Mobile will open points

ecological stock, customer points worth over 20 billion yuan, Yang Jie, November 15, 2019).

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

The program uses points as

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

The loyalty program strives to keep its content

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

The program uses points as a form

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

The loyalty program strives to keep its content fresh and is

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

Intercorporate

Relationships

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

the ownership interest of each entity.

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

interest of each entity.

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

30 unchanged sentences

(ii) SMS and MMS service;

a rich communication services (RCS) platform;

communication services (RCS) platform;

(iv) big data insights;

2 unchanged sentences

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

Companys current product mix consisting of payment and recharge services, data plans, subscription plans, mobile phones, loyalty

points redemption and other products bundles (i.e.

mobile protection plans).

Chinese mobile phone consumers often utilize third-party

e-marketing websites to pay their phone bills.

If the consumer connected directly to the telecommunications provider to pay his or her

bill, the consumer would miss out on any benefits or marketing discounts that e-marketers provide.

Thus, consumers log on to these e-marketers

websites, click into their respective phone providers store, and top up, or pay, their telecommunications provider

for additional mobile data and talk time.

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

telecommunication company that processes the payment.

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

Group Co., Ltd.

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

each of which is a major telecommunications provider in China.

We principally earn revenue by providing mobile payment and recharge

services to customers of China Unicom and China Mobile.

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.

2 unchanged sentences

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 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, Inner Mongolia, Henan and Fujian.

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.

We earn a rebate from each telecommunications company on the funds paid by consumers to

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.

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.

In May 2021, JiuGe Technology signed a volume-based agreement with China Mobile Fujian

to offer recharge services to the Fujian province which we have launched and commercialized in November 2021.

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

channels and businesses.

We earn a rebate from each telecommunications company on the funds paid by consumers to 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.

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 ), TMall ( TMALL )

and JD.Com ( JD ).

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.

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 secured contracts with both China Mobile and China Unicom to acquire

new users to take up the respective subscription plans.

On 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.

Recently, in February

2021, we increased the mobile phones sales to end users using all of our platforms.

This business will continue to contribute

to the overall revenue for the group as part of our offering to our customers.

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.

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.

On 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.

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

end users using all of our platforms.

This business will continue to contribute to the overall revenue for the group as part of our offering

to our customers.

and MMS Services

1 unchanged sentence

( 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.

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

Similar to the mobile payment and recharge business, Beijing Technology is required to make a deposit or bulk purchase in

advance and has secured business customers, including premium car manufacturers, hotel chains, airlines and e-commerce companies, that

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

Beijing Technology has the capability

to manage and track the entire process, including guiding the Companys customer to meet MIITs guidelines on messages composed,

until the SMS messages have been delivered successfully.

Communication Services

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

This RCS platform

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

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

For example, with the new 5G

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

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

This will allow telecommunication providers like China Unicom and China

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

their user retention.

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

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 partners.

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.

applies its vast experience in the insurance and financial services industry and capabilities in technology and data analytics

to develop revolutionary solutions targeted towards insurance and financial consumers.

Integrating diverse publicly available

information, insurance and financial based data with technology and finally registering them into the FingerMotion telecommunications

and insurance ecosystem, the Company would be able to provide functional insights and facilitate the transformation of key components

of the insurance value chain, including driving more effective and efficient underwriting, enabling fraud evaluation and management,

empowering channel expansion and market penetration through novel product innovation, and more.

The ultimate objective is to promote,

enhance and deliver better value to our partners and customers.

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 Company applies its vast

experience in the insurance and financial services industry and capabilities in technology and data analytics to develop revolutionary

solutions targeted towards insurance and financial consumers.

Integrating diverse publicly available information, insurance and financial

based data with technology and finally registering them into the FingerMotion telecommunications and insurance ecosystem, the Company

would be able to provide functional insights and facilitate the transformation of key components of the insurance value chain, including

driving more effective and efficient underwriting, enabling fraud evaluation and management, empowering channel expansion and market

penetration through novel product innovation, and more.

The ultimate objective is to promote, enhance and deliver better value to our

partners and customers.

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 insights-driven and technology-enabled solutions

and 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.

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.

and 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.

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.

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.

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

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.

of Operations

Months Ended August 31, 2021 Compared to Three Months Ended August 31, 2020

Months Ended November 30, 2021 Compared to Three Months Ended November 30, 2020

following table sets forth our results of operations for the periods indicated:

For the three months ended

August 31, 2021

August 31, 2020

November 30, 2021

November 30, 2020

Cost of revenue

9 unchanged sentences

Comprehensive loss attributable to the Company

$ (1,543,135 )

Basic Loss Per Share attributable to the Company

2 unchanged sentences

For the three months ended

August 31, 2021

August 31, 2020

November 30, 2021

November 30, 2020

Telecommunication Products & Services

1 unchanged sentence

Total Revenue

recorded $5,386,914 in revenue for the three months ended August 31, 2021, an increase of $1,765,860 or 49%, compared to the three

months ended August 31, 2020.

This increase resulted from an increase in revenue of $1,004,201, $728,957 and $32,702 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.

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

Our SMS texting service

has grown substantially compared to last year.

The growth is expected to flourish further with the Company continuing to make

prepayments to purchase large bulks of inventories to be resold to our increasing corporate clientele.

We also earned revenue

during the most recently completed fiscal year from our new venture on subscription plan acquisition and mobile phone sales.

Company expects and hopes that these new product offerings will continue to provide additional revenue for the Company in the

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

recorded $5,901,899 in revenue for the three months ended November 30, 2021, an increase of $1,020,298 or 21%, compared to the three

months ended November 30, 2020.

This increase resulted from an increase in revenue of $2,799,158 from our Telecommunication Products

& Services, offset in part by a decrease of $1,778,860 from our SMS & MMS business.

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 especially on the new collaboration with China Mobile on

Fujian province.

Our SMS texting service saw a drop in the comparative quarter last year as we are redistributing our resources to expand

the Telecommunication Products & Services as opportunity arises.

This trend will continue to better manage our resources to enable

a healthier overall profit margin.

We also earned revenue during the most recently completed fiscal year from our new venture on subscription

plan acquisition and mobile phone sales.

The Company expects and hopes that these new product offerings 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.

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:

For the three months ended

August 31, 2021

August 31, 2020

November 30, 2021

November 30, 2020

Telecommunication Products & Services

1 unchanged sentence

Total Cost of Revenue

recorded $4,690,058 in costs of revenue for the three months ended August 31, 2021, an increase of $1,327,395 or 39%, compared

to the three months ended August 31, 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.

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 three months ended August 31, 2021 was $696,856, an increase of $438,465 or 170%, compared to the three months

ended August 31, 2020.

recorded $4,934,824 in costs of revenue for the three months ended November 30, 2021, an increase of $673,766 or 16%, compared to the

three months ended November 30, 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 three months ended November 30, 2021 was $967,075, an increase of $346,532 or 56%, compared to the three months

ended November 30, 2020.

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

& Depreciation

recorded depreciation of $14,402 for fixed assets for the three months ended August 31, 2021, an increase of $9,230 or 178%, compared

to the three months ended August 31, 2020.

This increase resulted in purchase of equipment.

recorded depreciation of $14,721 for fixed assets for the three months ended November 30, 2021, a decrease of $31,013 or 68%, compared

to the three months ended November 30, 2020.

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

& Administrative Expenses

1 unchanged sentence

For the three months ended

August 31, 2021

August 31, 2020

November 30, 2021

November 30, 2020

Entertainment

2 unchanged sentences

Total G&A Expenses

recorded $1,444,914 in general and administrative expenses for the three months ended August 31, 2021, an increase of $601,937

or 71%, compared to the three months ended August 31, 2020.

The increased consulting and staff salaries are principally the result

of the building of our three lines of businesses.

recorded $1,521,114 in general and administrative expenses for the three months ended November 30, 2021, an increase of $727,564 or 92%,

compared to the three months ended November 30, 2020.

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

of our three lines of businesses.

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

For the three months ended

August 31, 2021

August 31, 2020

November 30, 2021

November 30, 2020

Marketing Cost

recorded $59,075 in marketing cost for the three months ended August 31, 2021 for our telecommunication products and services

Marketing costs represent the costs of promoting our product offerings through all our platforms including other digital

marketing expenses.

recorded $240,299 in marketing cost for the three months ended November 30, 2021 for our telecommunication products and services business.

Marketing costs represent the costs of promoting our product offerings through all our platforms including other digital marketing expenses.

& Development

1 unchanged sentence

For the three months ended

August 31, 2021

August 31, 2020

November 30, 2021

November 30, 2020

Research & Development

incurred fees of $144,549 in research & development for the three months ended August 31, 2021 as compared to $123,534 for

the three months ended August 31, 2020.

The increase of $21,015 or 17% was due to higher data access and usage fees charged by

telecommunications companies.

incurred fees of $158,055 in research & development for the three months ended November 30, 2021 as compared to $124,723 for the

three months ended November 30, 2020.

The increase of $33,332 or 27% was due to higher data access and usage fees charged by telecommunications

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

are mined from a multitude of data sources, harmonized with the objectives of our various business partners.

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.

mined from a multitude of data sources, harmonized with the objectives of our various business partners.

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.

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 2022.

Compensation Expenses

1 unchanged sentence

For the three months ended

August 31, 2021

August 31, 2020

November 30, 2021

November 30, 2020

Share compensation expenses

incurred fees of $421,571 in share issuance for consultants in consideration of the services which have been provided to the Company

for the three months ended August 31, 2021 as compared to $50,033 for the three months ended August 31, 2020.

The increase of

$371,538 or 743% was due to more consultants being compensated with shares of the Company.

recorded $2,084,511 in operating expenses for the three months ended August 31, 2021, as compared to $1,152,972 in operating expenses

for the three months ended August 31, 2020.

The increase of $931,539 or 81%, for the three months ended August 31, 2021 is as

set forth above.

incurred fees of $96,891 in share issuance for consultants in consideration of the services which have been provided to the company for

the three months ended November 30, 2021, a decrease of $104,116 or 52% as compared to $201,007 for the three months ended November 30,

The decrease was due to some of the expired advisory and consultation services.

recorded $2,031,080 in operating expenses for the three months ended November 30, 2021, as compared to $1,301,974 in operating expenses

for the three months ended November 30, 2020.

The increase of $729,106 or 56% for the three months ended November 30, 2021 is as set

Loss attributable to the Companys shareholders

net loss attributable to the Companys shareholders was $1,455,764 for the three months ended August 31, 2021 and $961,023

for the three months ended August 31, 2020.

The increase in net loss attributable to the Companys shareholders of $494,741

or 51% resulted primarily from the increase in total operating expenses as discussed above.

Months Ended August 31, 2021 Compared to Six Months Ended August 31, 2020

net loss attributable to the Companys shareholders was $1,036,619 for the three months ended November 30, 2021 and $708,153 for

the three months ended November 30, 2020.

The increase in net loss attributable to the Companys shareholders of $328,466 or 46%

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

Months Ended November 30, 2021 Compared to Nine Months Ended November 30, 2020

following table sets forth our results of operations for the periods indicated:

For the six months ended

August 31, 2021

August 31, 2020

For the nine months ended

November 30, 2021

November 30, 2020

Cost of revenue

15 unchanged sentences

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

For the six months ended

August 31, 2021

August 31, 2020

For the nine months ended

November 30, 2021

November 30 2020

Telecommunication Products & Services

1 unchanged sentence

Total Revenue

recorded $11,383,403 in revenue for the six months ended August 31, 2021, an increase of $5,019,415 or 79%, compared to the six

months ended August 31, 2020.

This increase resulted from an increase in revenue of $2,347,489, $2,540,508 and $131,418 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.

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

Our SMS texting service

has grown substantially compared to last year.

The growth is expected to flourish further with the Company continuing to make

prepayments to purchase large bulks of inventories to be resold to our increasing corporate clientele.

We also earned revenue

during the most recently completed fiscal year from our new venture on subscription plan acquisition and mobile phone sales.

Company expects and hopes that these new product offerings will continue to provide additional revenue for the Company in the

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

recorded $17,285,302 in revenue for the nine months ended November 30, 2021, an increase of $6,039,713 or 54%, compared to the nine months

ended November 30, 2020.

This increase resulted from an increase in revenue of $5,146,647, $761,648 and $131,418 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.

As we continue to develop

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

Our SMS texting service has experienced a small growth only

compared to last year.

We are redistributing our resources to our other products when the opportunity arises to secure a better overall

gross margin mix for the Company.

We also earned revenue during the most recently completed fiscal year from our new venture on subscription

plan acquisition and mobile phone sales.

The Company expects and hopes that these new product offerings 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.

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:

For the six months ended

August 31, 2021

August 31, 2020

For the nine months ended

November 30, 2021

November 30, 2020

Telecommunication Products & Services

1 unchanged sentence

Total Cost of Revenue

recorded $10,066,850 in costs of revenue for the six months ended August 31, 2021, an increase of $4,255,692 or 73%, compared

to the six months ended August 31, 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.

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 six months ended August 31, 2021 was $1,316,553, an increase of $763,723 or 138%, compared to the six months

ended August 31, 2020.

recorded $15,001,674 in costs of revenue for the nine months ended November 30, 2021, an increase of $4,929,458 or 49%, compared to the

nine months ended November 30, 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 nine months ended November 30, 2021 was $2,283,628, an increase of $1,110,255 or 95%, compared to the nine months

ended November 30, 2020.

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

& Depreciation

recorded depreciation of $28,823 for fixed assets for the six months ended August 31, 2021, an increase of $21,206 or 278%, compared

to the six months ended August 31, 2020.

This increase resulted in purchase of equipment.

recorded depreciation of $43,544 for fixed assets for the nine months ended November 30, 2021, a decrease of $9,807 or 18%, compared

to the nine months ended November 30, 2020.

The decrease was due to some fully depreciated assets.

& Administrative Expenses

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

For the six months ended

August 31, 2021

August 31, 2020

For the nine months ended

November 30, 2021

November 30, 2020

Entertainment

2 unchanged sentences

Total G&A Expenses

recorded $2,624,661 in general and administrative expenses for the six months ended August 31, 2021, an increase of $1,039,645

or 66%, compared to the six months ended August 31, 2020.

The increased consulting and staff salaries are principally the result

of the building of our three lines of businesses.

recorded $4,145,775 in general and administrative expenses for the nine months ended November 30, 2021, an increase of $1,767,209 or

74%, compared to the nine months ended November 30, 2020.

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

building of our three lines of businesses.

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

For the six months ended

August 31, 2021

August 31, 2020

For the nine months ended

November 30, 2021

November 30, 2020

Marketing Cost

recorded $144,082 in marketing cost for the six months ended August 31, 2021 for our telecommunication products and services business.

Marketing costs represent the costs of promoting our product offerings through all our platforms including other digital marketing

recorded $384,381 in marketing cost for the nine months ended November 30, 2021 for our telecommunication products and services business.

Marketing costs represent the costs of promoting our product offerings through all our platforms including other digital marketing expenses.

& Development

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

For the six months ended

August 31, 2021

August 31, 2020

For the nine months ended

November 30, 2021

November 30, 2020

Research & Development

incurred fees of $279,978 in research & development for the six months ended August 31, 2021 as compared to $227,144 for the

six months ended August 31, 2020.

incurred fees of $438,033 in research & development for the nine months ended November 30, 2021 as compared to $351,867 for the nine

months ended November 30, 2020.

The increase of $86,166 or 24% was due to higher data access and usage fees charged by telecommunications

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

are mined from a multitude of data sources, harmonized with the objectives of our various business partners.

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.

mined from a multitude of data sources, harmonized with the objectives of our various business partners.

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.

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 2022.

Compensation Expenses

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

For the six months ended

August 31, 2021

August 31, 2020

For the nine months ended

November 30, 2021

November 30, 2020

Share compensation expenses

incurred fees of $579,437 in share issuance for consultants in consideration of the services which have been provided to the company

for the six months ended August 31, 2021 as compared to $71,710 for the six months ended August 31, 2020.

for the nine months ended November 30, 2021 as compared to $272,717 for the nine months ended November 30, 2020.

The increase of $306,720

or 573% was due to more consultants beingcompensated with shares of the Company.

recorded $3,560,090 in operating expenses for the six months ended August 31, 2021, as compared to $2,022,743 in operating expenses

for the six months ended August 31, 2020.

The increase of $1,537,347 or 76%, for the six months ended August 31, 2021 is as set

or 112% was due to more consultants being compensated with shares of the Company.

recorded $5,591,170 in operating expenses for the nine months ended November 30, 2021, as compared to $3,324,717 in operating expenses

for the nine months ended November 30, 2020.

The increase of $2,266,453 or 68%, for the nine months ended November 30, 2021 is as set

Loss attributable to the Companys shareholders

net loss attributable to the Companys shareholders was $2,367,654 for the six months ended August 31, 2021 and $1,539,100

for the six months ended August 31, 2020.

The increase in net loss attributable to the Companys shareholders of $828,554

or 54% resulted primarily from the increase in total operating expenses as discussed above.

net loss attributable to the Companys shareholders was $3,404,273 for the nine months ended November 30, 2021 and $2,247,253 for

the nine months ended November 30, 2020.

The increase in net loss attributable to the Companys shareholders of $1,157,020 or 51%

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 August 31, 2021 and February 28, 2021:

As at August 31, 2021

following table sets out our cash and working capital as of November 30, 2021 and February 28, 2021:

As at November 30, 2021

As at February 28, 2021

1 unchanged sentence

Working capital (deficiency)

August 31, 2021, we had cash and cash equivalents of $878,085 as compared to cash and cash equivalents of $850,717 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 non-traditional 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.

did, however, raise $3,294,499 through the sale of shares of our common stock in private placement transactions exempt from the

registration requirements of the United States Securities Act of 1933, as amended, during the six months ended August 31, 2021.

November 30, 2021, we had cash and cash equivalents of $1,116,448 as compared to cash and cash equivalents of $850,717 at February 28,

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.

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 non-traditional 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.

did, however, raise $4,674,498 through the sale of shares of our common stock in private placement transactions exempt from the registration

requirements of the United States Securities Act of 1933, as amended, during the nine months ended November 30, 2021.

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

For the six months ended

August 31, 2021

August 31, 2020

For the nine months ended

November 30, 2021

November 30, 2020

Net cash used in operating activities

6 unchanged sentences

Flow used in Operating Activities

cash used in operating activities increased by $2,295,169 in the six months ended August 31, 2021 compared to the six months ended

August 31, 2020, primarily due to an increase in prepayment and deposit of ($2,014,573) (August 31, 2020:

($1,333,951)), increase

in other receivable of ($663,370) (August 31, 2020:

($267,715)), increase in inventories of ($1,184) (August 31, 2020:

decrease in accounts payable of ($86,230) (August 31, 2020:

($245,206)), decrease in lease liability of ($3,191) (August 31, 2020:

offset by a decrease in account receivable of $409,212 (August 31, 2020:

cash used in operating activities increased by $989,321 in the nine months ended November 30, 2021 compared to the nine months ended

November 30, 2020, primarily due to an increase in prepayment and deposit of ($2,798,735) (November 30, 2020:

$814,310), increase in

other receivable of ($646,529) (November 30, 2020:

($1,278,777)), increase in inventories of ($14,508) (November 30, 2020:

decrease in accounts payable of ($798,171) (November 30, 2020:

$386,507), decrease in lease liability of ($3,191) (November 30, 2020:

offset by a decrease in account receivable of $760,120 (November 30, 2020:

($1,382,141)), and an increase in accrual and

other payable of $698,460 (August 31, 2010:

other payable of $1,156,637 (November 30, 2020:

Flow used in Investing Activities

the six months period ended August 31, 2021, investing activities decreased by $102,614 compared to six months period ended August

the nine months period ended November 30, 2021, investing activities decreased by $306,853 compared to nine months period ended November

Flow provided by Financing Activities

the six months period ended August 31, 2021, financing activities increased by $1,942,084 compared to the six months period ended

August 31, 2020, which was primarily due to the issuance of convertible notes and proceed from issuance of shares of our common

the nine months period ended November 30, 2021, financing activities increased by $137,986 compared to the nine months period ended November

30, 2020, which was primarily due to the 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.

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

is material to investors.

December 28, 2021, the Companys board of directors approved and granted in aggregate 4,545,500 stock options, of which 1,169,500

stock options were granted to certain directors and officers of the Company, having an exercise price of $8.00 per share and an expiry

date of five years from the date of grant.

The stock options have vesting provisions of 20% on the date of grant and 20% on each of the

first, second, third and fourth anniversary of the date of grant.

December 28, 2021, the Company shares of common stock were listed for trading on the Nasdaq Capital Market under the current trading

symbol of FNGR.

January 7, 2022, the Company issued an aggregate of 55,000 shares of our common stock to two entities pursuant to consulting agreements.

Accounting Policies

a complete summary of all of our significant accounting policies refer to Note 2:

Summary of Principal Accounting Policies of

the Notes to the Condensed Consolidated Financial Statements as presented under Item 8, Financial Statements and Supplementary

Data in our Annual Report on Form 10-K for our fiscal year ended February 28, 2021.

to Critical Accounting Policies under Item 7, Managements Discussion and Analysis of Financial Condition

and Results of Operations in our Annual Report on Form 10-K for our fiscal year ended February 28, 2021.

Summary of Principal Accounting Policies of the Notes

to the Condensed Consolidated Financial Statements as presented under Item 8, Financial Statements and Supplementary Data in our Annual

Report on Form 10-K for our fiscal year ended February 28, 2021.

to Critical Accounting Policies under Item 7, Managements Discussion and Analysis of Financial Condition and Results

of Operations in our Annual Report on Form 10-K for our fiscal year ended February 28, 2021.

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.

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.

3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

a smaller reporting company as defined in Rule 12b-2 under the United States Securities Exchange Act of 1934, as amended (the

Exchange Act ), the Company is not required to provide the information required by this item.

a smaller reporting company as defined in Rule 12b-2 under the United States Securities Exchange Act of 1934, as amended (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-Q

Item 1. Financial Statements