What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2022-05-31 compared with 2021-05-28 · 325 added, 226 removed, 504 unchanged (52% of the section changed)

4 unchanged sentences

to the Financial Statements

Report of Independent Registered Public Accounting Firms

Consolidated Balance Sheets at February 28, 2021 and February 29, 2020

Consolidated Statements of Operations for the year ended February 28, 2021 and February 29, 2020

Consolidated Statement of Shareholders Equity for the year ended February 28, 2021 and February 29, 2020

Consolidated Statements of Cash Flows for the year ended February 28, 2021 and February 29, 2020

Notes to the Consolidated Financial Statements

of Independent Registered Public Accounting Firm

Balance Sheets at February 28, 2022 and February 28, 2021

Statements of Operations for the years ended February 28, 2022 and February 28, 2021

Statement of Shareholders Equity for the years ended February 28, 2022 and February 28, 2021

Statements of Cash Flows for the years ended February 28, 2022 and February 28, 2021

to the Consolidated Financial Statements

Centurion ZD CPA & Co.

7 unchanged sentences

on the Financial Statements

We have audited the accompanying consolidated

balance sheets of FingerMotion, Inc.

(the “Company”) as of February 28, 2021 and February 29, 2020, and the related

consolidated statements of operations and comprehensive loss, stockholders’

equity and cash flows for each of the two years

in the period ended February 28, 2021 and February 29, 2020, and the related notes (collectively referred to as the “financial

statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial

position of the Company as of February 28, 2021 and February 29, 2020, and the results of its operations and its cash flows for

each of the two years in the period ended February 28, 2021 and February 29, 2020 in conformity with accounting principles generally

accepted in the United States of America.

have audited the accompanying consolidated balance sheets of FingerMotion, Inc.

(the Company) as of February 28, 2022 and

2021, and the related consolidated statements of operations and comprehensive loss, stockholders equity and cash flows for each

of the two years in the period ended February 28, 2022 and 2021, and the related notes (collectively referred to as the financial

statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position

of the Company as of February 28, 2022 and 2021, and the results of its operations and its cash flows for each of the two years in the

period ended February 28, 2022 and 2021 in conformity with accounting principles generally accepted in the United States of America.

Doubt about the Companys Ability to continue as a Going Concern

2 unchanged sentences

that raise substantial doubt about its ability to continue as a going concern.

Managements plans in regard to these matters are also

described in Note 3.

The consolidated financial statements do not include any adjustments that might result from the outcome of this

Managements plans in regard to these matters are

also described in Note 3.

The consolidated financial statements do not include any adjustments that might result from the outcome of

this uncertainty.

financial statements are the responsibility of the Companys management.

28 unchanged sentences

Centurion ZD CPA & Co.

(as successor to Centurion ZD CPA Ltd.)

We have served as the Companys auditor since 2017

PCAOB ID # 2769

FingerMotion,

5 unchanged sentences

Other receivables

Current Assets

Non-current Assets

Equipment (net of $21,500 and $9,618 depreciation)

Intangible assets (net of $260,279 and $200,000 depreciation)

Intangible assets

Right-of-use asset

LIABILITIES AND SHAREHOLDER’S DEFICIT

Non-current Assets

LIABILITIES AND SHAREHOLDER’S DEFICIT

Current Liabilities

2 unchanged sentences

Loan payable, current portion

Due to related parties

Convertible notes payable

Lease liability, current portion

Current Liabilities

Non-current Liabilities

1 unchanged sentence

Lease liability, non-current portion

Non-current Liabilities

TOTAL LIABILITIES

SHAREHOLDERS’

SHAREHOLDERS’ EQUITY

Preferred stock, par value $ .0001 per share;

5 unchanged sentences

Additional paid-in capital

Additional paid-in capital - stock options

Accumulated deficit

( 17,152,172 )

( 12,208,728 )

Accumulated other comprehensive income

Stockholders’

deficit before non-controlling interests

Stockholders’ equity before non-controlling interests

Non-controlling interests

TOTAL SHAREHOLDERS’

EQUITY (DEFICIT )

TOTAL LIABILITIES AND SHAREHOLDERS’

TOTAL SHAREHOLDERS’ EQUITY

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

FingerMotion,

2 unchanged sentences

( 20,113,294 )

( 15,036,876 )

Amortization & depreciation

General & administrative expenses

( 5,280,582 )

( 4,246,880 )

Marketing cost

Research & Development - Big Data

Research & development

Stock compensation expenses

Total operating expenses

( 7,681,356 )

( 5,871,877 )

Net loss from operations

( 4,867,235 )

( 4,225,183 )

Other income (expense):

2 unchanged sentences

Exchange rate gain (loss)

Written off of goodwill

Gain on disposal of subsidiary

Total other income (expense)

Net Loss before income tax

$ ( 4,940,548 )

$ ( 4,378,074 )

Income tax expenses

$ ( 4,940,548 )

$ ( 4,378,074 )

Net profit attributable to the non-controlling interest

Net loss attributable to the Company’s shareholders

$ ( 4,943,444 )

15 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,

Statement of Shareholders Equity

Paid-in capital

Comprehensive

2 unchanged sentences

Balance at March

( 12,208,728 )

Common stock issued for cash

2 unchanged sentences

Stock subscribed / (cancelled)

paid-in capital - stock

Accumulated other comprehensive

( 4,943,444 )

( 4,940,548 )

at February 28, 2022

( 17,152,172 )

Paid-in capital

Comprehensive

2 unchanged sentences

Balance at March 1, 2020

( 7,826,754 )

Common stock issued for cash

1 unchanged sentence

Execution of convertible notes

Acquisition of Xunlian

Stock subscribed / (cancelled)

Accumulated other comprehensive

( 4,381,974 )

( 4,378,074 )

at February 28, 2021

( 12,208,728 )

FingerMotion,

5 unchanged sentences

Amortization and depreciation

Amortization of right of use assets

Impairment of intangible assets

Written off of goodwill

Gain on disposal of subsidiary

1 unchanged sentence

(Increase) decrease in accounts receivable

( 1,437,329 )

(Increase) decrease in prepayment and deposit

( 2,684,965 )

(Increase) decrease in other receivable

4 unchanged sentences

Net Cash provided by (used in) operating activities

( 5,847,862 )

( 4,271,618 )

Cash flows from investing activities

Purchase of equipment

Acquisition of a subsidiary (net of cash acquired)

Purchase of intangible assets

2 unchanged sentences

Repayment to related parties

Proceed from note payable

Execution of note payable

( 1,351,107 )

Execution of convertible notes

( 1,000,000 )

Proceed from loan payable

6 unchanged sentences

Cash at end of period

Major non-cash transactions:

Conversion of loan payables to shares

Supplemental disclosures of cash flow information:

49 unchanged sentences

It is 99% owned by JiuGe Technology.

the fiscal year, JiuGe Technology has disposed of its 99% owned subsidiary, Suzhou BuGuNiao Digital Technology Co., Ltd which was established

February 5, 2021, JiuGe Technology has disposed of its 99% owned subsidiary, Suzhou BuGuNiao Digital Technology Co., Ltd which was established

to venture into R&D projects.

26 unchanged sentences

determination.

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.

following assets and liabilities of the VIE and VIE’s subsidiaries are included in the accompanying consolidated financial statements of

the Company as of February 28, 2021 and February 29, 2020:

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

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

of the Company as of February 28, 2022 and February 28, 2021:

Schedule of Variable Interest Entities

and liabilities of the VIE

21 unchanged sentences

Cost of revenue

( 1,112,697 )

Gross profit (loss)

1 unchanged sentence

General and administrative expenses

( 2,313,818 )

( 1,709,543 )

Marketing cost

Research & development

17 unchanged sentences

( 18,886,139 )

( 13,924,179 )

Gross profit (loss)

1 unchanged sentence

General and administrative expenses

Marketing cost

Research & development

Total operating expenses

$ ( 709,737 )

$ ( 489,043 )

Profit (loss) from operations

23 unchanged sentences

(ii) furniture and fixtures, (iii) leasehold improvements,

and (iv) finite –

lived intangible assets.

and (iv) finite – lived intangible assets.

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

60 unchanged sentences

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

The core principle requires an

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

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

The core principle requires

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

that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied.

Company has assessed the impact of the guidance by reviewing its existing customer contracts and current accounting policies and practices

15 unchanged sentences

2 - Summary of Principal Accounting Policies (Continued)

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

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

Under this method, income tax expense is recognized

as the amount of:

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

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

Deferred tax assets

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

are expected to be recovered or settled.

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

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

A valuation allowance is provided to reduce the deferred

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

tax assets will not be realized.

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

740, Income Taxes (ASC 740).

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

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

amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted

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

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

includes the enactment date.

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

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

Non-controlling

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

interests held 1% of the shares of two of our subsidiaries are recorded as a component of our equity, separate from the Companys

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

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

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

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

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

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 - Going Concern

accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which

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

The Company had an accumulated deficit of $12,205,728 and $7,826,754 as at February 28, 2021 and February 29, 2020 respectively,

and had a net loss of $4,378,074 and $3,000,094 for the years ended February 28, 2021 and February 29, 2020, respectively.

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

implement its business model, and ultimately, attain profitable operations.

The Company will need to secure additional funds through

various means, including equity and debt financing or any similar financing.

There can be no assurance that the Company will be

able to obtain additional equity or debt financing, if and when needed, on terms acceptable to the Company, or at all.

Any additional

equity or debt financing may involve substantial dilution to the Companys stockholders, restrictive covenants or high interest

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

accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates,

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

The Company had an accumulated

deficit of $ 17,152,172 and $ 12,208,728 as at February 28, 2022 and February 28, 2021 respectively, and had a net loss of $ 4,940,548 and

$ 4,378,074 for the years ended February 28, 2022 and February 28, 2021, respectively.

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

its business model, and ultimately, attain profitable operations.

The Company will need to secure additional funds through various means,

including equity and debt financing or any similar financing.

There can be no assurance that the Company will be able to obtain additional

equity or debt financing, if and when needed, on terms acceptable to the Company, or at all.

Any additional equity or debt financing

may involve substantial dilution to the Companys stockholders, restrictive covenants or high interest costs.

The Companys

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

recorded $22,927,415 and $16,683,570 in revenue, respectively, for the years ended February 28, 2022 and February 28, 2021.

increase of $7,552,276 resulted from the consolidation of businesses of VIE entities & its subsidiaries.

February 28, 2022

2 unchanged sentences

SMS & MMS Business

5 – Equipment

February 28, 2022 and February 28, 2021, the company has the following amounts related to tangible assets:

5 unchanged sentences

Depreciation expense for the years ended February 28, 2022 and February 28,

29, 2020 totaled $11,150 and $6,918, respectively.

2021 At February 28, 2022 and February 28, 2021 totaled $ 14,039 and $ 11,150 , respectively.

6 – Intangible Assets

February 28, 2022 and February 28, 2021, the company has the following amounts related to intangible assets:

of Intangible Assets

February 28, 2022

1 unchanged sentence

Mobile applications

Gross Intangible Assets

accumulated amortization

2 unchanged sentences

significant residual value is estimated for these intangible assets.

Amortization expense for the years ended February 28, 2021

and February 29, 2020 totaled $15,905 and $0, respectively.

Company performed its impairment review of intangible assets and concluded that one of its Mobile applications was impaired for

the year ended February 28, 2021.

The Company recorded impairment of intangibles in the amount of $41,045 for the year ended February

Amortization expense for the years ended February 28, 2022 and February

28, 2021 totaled $46,956 and $15,905, respectively.

7 – Prepayment and Deposit

expenses consist of the deposit pledge to the vendor for stocks credits for resale.

Our current vendors are China Unicom and China

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

Our current vendors are China Unicom and China Mobile

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

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

February 28, 2022

17 unchanged sentences

The terms of operating leases are one to two years.

operating leases are included in Right-of-use Asset on the Companys Consolidated Balance Sheet and represent the

Companys right to use the underlying asset for the lease term.

The Companys obligation to make lease payments are

included in Lease liability on the Companys Consolidated Balance Sheet.

Additionally, the Company has entered into

various short-term operating leases with an initial term of twelve months or less.

These leases are not recorded on the Companys

balance sheet.

All operating lease expense is recognized on a straight-line basis over the lease term in the year ended February

These operating

leases are included in Right-of-use Asset on the Companys Consolidated Balance Sheet and represent the Companys

right to use the underlying asset for the lease term.

The Companys obligation to make lease payments are included in Lease

liability on the Companys Consolidated Balance Sheet.

Additionally, the Company has entered into various short-term operating

leases with an initial term of twelve months or less.

These leases are not recorded on the Companys balance sheet.

All operating

lease expense is recognized on a straight-line basis over the lease term in the year ended February 28, 2022.

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

February 28, 2021

February 29, 2020

Right-of-use asset

Right-of-use asset, net

lease liability

Current lease liability

Non-current lease liability

Total lease liability

Remaining lease term and discount rate

February 28, 2021

Weighted-average remaining lease term

Weighted-average discount rate

lease liability

lease term and discount rate

Weighted-average

remaining lease term

Weighted-average

discount rate

following table summarizes the future minimum lease payments due under the Companys operating leases as of February 28, 2022:

Schedule of Future Lease Minimum Lease Payment

imputed interest

9 - Convertible Note Payable

January 13, 2021, the Convertible Note Payable having a Face Value of $1,000,000 has been converted into

$0.0001 par value Common Stock.

500,000 shares at $2.00 per share.

10 - Note Payable

of February 28, 2021, the Note Payable having a Face Value of $66,000 has been repaid.

Total lease liability

9 – Loan Payable

following table summarizes loan principal due by the Company as of February 28, 2022:

February 28, 2021

Liew Yow Ming

From Apr 8, 2020 to Apr 7, 2022

Liew Yow Ming

From Apr 16, 2020 to Apr 15, 2022

Liew Yow Ming

From Jul 29, 2020 to Jul 28, 2021

Current portion

Non-current portion

of Loan Payable

April 8, 2020 to April 7, 2022

April 16, 2020 to April 15, 2022

July 29, 2020 to July 28, 2021

August 1, 2021 to January 31, 2022

Due to Related Parties

Due to Related Parties, Current

Due to Related Parties, Non-Current

Yow Ming is a non-controlling stockholder of the Company.

Loans from Mr.

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

expenses incurred on loans payable for year ended February 28, 2021 was $242,756.

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

expenses incurred on loans payable for the year ended February 28, 2022 and February 28, 2021 were $ 170,141 and $ 242,756 , 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

for shares of common stock of the Company, which was converted on August 16, 2021 into 218,000 shares of our common stock at a price

of $2.50 per share.

9 – Loan Payable (continued)

July 29, 2021, the Company has received a conversion notice from Liew Yow Ming for the conversion of the note to convert all US$ 350,000

for shares of common stock of the Company, which was converted on August 16, 2021 into 700,000 shares of our common stock at a price

of $0.50 per share.

August 27, 2021, the Company has received a conversion notice from Liew Yow Ming for the conversion of the note to convert all US$ 750,000

for shares of common stock of the Company, which was converted on August 27, 2021 into 1,500,000 shares of our common stock at a price

of $0.50 per share.

August 27, 2021, the Company has received a conversion notice from Liew Yow Ming for the conversion of the note to convert all US$ 296,000

for shares of common stock of the Company, which was converted on August 17, 2021 into 59,200 shares of our common stock at a price of

$5.00 per share.

10 - Common Stock

Company issued 7,331,000 shares of common stock during the year ended February 28, 2019 for cash of $3,760,500.

Company issued 12,705,541 shares of common stock for the year ended February 28, 2021 for consideration of $5,665,533, including 8,858,207

shares of common stock to consultants.

Company issued 242,000 shares of common stock at a deemed price of $1.00 per share during the fiscal year ended February 29, 2020

pursuant to the conversion of promissory notes in the aggregate amount of $220,000 plus interest of $22,000.

Company issued an aggregate of 44,000 shares of common stock at a deemed price of $2.50 per share during the fiscal year ended

February 29, 2020 pursuant to the conversion of promissory notes in the aggregate amount of $100,000 plus interest of $4,000.

Company issued approximately 8,045,000 shares of common stock to consultants for the three months ended May 31, 2020 for consideration

7,645,000 of 8,045,000 shares of common stock at a deemed price of $0.20 per share to 24 individuals and two entities

pursuant to consulting agreements, management agreements and to employees.

150,000 shares of common stock at a deemed price of

$0.40 per share to three individuals pursuant to a financial advisory services agreement and 250,000 shares of common stock at

a deemed price of $0.25 per share to one entity pursuant to a management consulting agreement.

July 22, 2020, the Company cancelled 150,000 shares of our common stock which issued to three individuals pursuant to a financial

advisory services agreement.

September 14, 2020, the Company issued 40,000 shares of our common stock to a consultant for consideration of $34,000 pursuant

to settlement and release agreement.

34,103 shares of our common stock were issued to a consultant for consideration of $33,251

pursuant to marketing services agreement on September 25, 2020.

October 2, 2020, the Company issued 700,000 shares of our common stock for consideration of $350,000 to four individuals and one

entity pursuant to consulting agreements and management agreements.

October 19, 2020, the Company issued (i) 830,000 shares of our common stock at a price of $0.50 per share to five individuals,

(ii) 100,000 shares of our common stock at a price of $1.00 per share to one individual, (iii) 438,500 shares of our common stock

at a price of $1.00 per share to twelve individuals and three entities, whereby each unit is comprised of one share of our common

stock and one common stock purchase warrant with each warrant entitling the holder to purchase one additional share of common

stock at an exercise price of $2.00 per share and having an expiry date of two years from the date of issuance, (iv) 265,000 shares

of our common stock at a price of $1.50 per share to four individuals and (v) 50,000 shares of our common stock at a price of

$1.50 per share to one individual, whereby each unit is comprised of one share of our common stock and one common stock purchase

warrant with each warrant entitling the holder to purchase one additional share of common stock at an exercise price of $3.00

per share and having an expiry date of two years from the date of issuance.

Company issued 500,000 shares of common stock at a deemed price of $2.00 per share during the fiscal year ended February 28, 2021 pursuant

to the conversion of promissory notes in the aggregate amount of $1,000,000.

Company cancelled 150,000 shares of common stock during the fiscal year ended February 28, 2021 pursuant to a financial advisory service

March 29, 2021, the Company issued 10,000 shares of our common stock at $2.00 per share to one individual pursuant to the exercise of

April 14, 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

May 7, 2021, the Company issued (i) 70,000 shares of our common stock at $2.00 per share to 2 individuals and one entity pursuant to

the exercise of warrants, and (ii) 6,666 shares of our common stock at $3.00 to one entity pursuant to the exercise of warrants.

June 1, 2021, the Company issued 25,000 shares of our common stock at a deemed price of $5.00 per shares to one individual pursuant to

a consulting agreement.

July 13, 2021, the Company issued (i) 568,900 shares of our common stock at price of $5.00 per share to 17 individuals and 2 entities

(ii) 45,000 shares of our common stock at $2.00 per share to 2 individuals pursuant to the exercise of warrants, (iii) 60,000 shares

of our common stock at $3.00 per share to one individual pursuant to the exercise of warrants, (iv) 5,000 shares of our common stock

at deemed price of $2.00 per share to one individual pursuant to a consulting agreement, and (v) 25,000 shares of our common stock at

a deemed price of $5.00 per share to one individual pursuant to a consulting agreement.

August 16, 2021, the Company issued 218,000 shares of common stock at $2.50 per share and 700,000 shares of common stock at $0.50 per

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

August 27, 2021, the Company issued 1,500,000 shares of common stock at $0.50 per share and 59,200 shares of common stock at $5.00 per

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

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

a consulting agreement.

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

10 - Common Stock (continued)

January 13, 2021, the Company issued (i) 1,604,334 shares of our common stock at price of $1.50 per share to 28 individuals and

4 entities, whereby each unit is comprised of one share of our common stock and one common stock purchase warrant with each warrant

entitling the holder to purchase one additional share of common stock at an exercise price of $3.00 per share and having an expiry

date of two years from the date of issuance, (ii) 534,500 shares of our common stock at a price of $2.00 per share to 15 individuals,

(iii) 500,000 shares of our common stock at price of $2.00 to one individual pursuant to the conversion of promissory note, (iv)

34,103 shares of our common stock at a deemed price of $3.90 per share to one entity pursuant to a marketing services agreement,

(v) 5,000 shares of our common stock at price of $2.00 per share to one individual pursuant to a consulting agreement and (vi)

25,000 shares of our common stock at $2.00 per share to one individual pursuant to the exercise of warrants.

of February 28, 2021, and February 29, 2020, there were 38,903,494 and 25,847,953 shares of the Companys common stock issued

and outstanding, and none of the preferred shares were issued and outstanding.

December 7, 2021, the Company issued 30,000 shares of our common stock at price of $3.00 per share to 2 individuals

to the exercise of warrants.

January 7, 2022, the Company issued 55,000 shares of our common stock at deemed price of $5.00 per share to two entities pursuant to

a consulting agreement.

January 12, 2022, the company cancelled 15,000 shares of our common stock issued to 1 individual pursuant to a consulting agreement.

February 4, 2022, the Company issued 5,000 shares of our common stock at deemed price of $5.00 per share to one entity pursuant to a

consulting agreement.

February 7, 2022, the Company issued 70,000 shares of our common stock at price of $5.00 per share to 4 individuals

of February 28, 2022, and February 28, 2021, there were 42,627,260 and 38,903,494 shares of the Companys common stock issued and

outstanding, and none of the preferred shares were issued and outstanding.

Share Purchase Warrants

A continuity schedule of

outstanding share purchase warrants as at February 28, 2022, and the changes during the periods, is as follows:

Weighted Average

Exercise Price

Balance, February 28, 2020

Issued in Connection with October 2020 Offering

Issued in connection with January 2021 Offering

Balance, February 28, 2021

Balance, February 28, 2022

During Fiscal 2022 and Fiscal

2021, we received cash proceeds totaling $539,998 and $50,000, respectively, from the exercise of share purchase warrants.

A summary of share purchase warrants outstanding

and exercisable as at February 28, 2022 is as follows:

Number of Warrants

Remaining Contractual

Exercise Price

Stock Options

December 28, 2021, we granted an aggregate of 4,545,500 stock options pursuant to our 2021 Stock Incentive Plan having an exercise

price of $8.00 per share and an expiry date of five years from the date of grant to 40 individuals who were directors, officers, employees

and consultants of the Company.

We relied upon the exemption from registration under the U.S.

Securities Act provided by Rule 903 of Regulation

S promulgated under the U.S.

Securities Act for the grant of stock options to the individuals who are non-U.S.

persons, and upon the exemption

from registration under Section 4(a)(2) of the U.S.

Securities Act for two individuals who are U.S.

The stock options are all

subject to vesting provisions of 20% on the date of grant and 20% on each of the first, second, third and fourth anniversary of the date

The fair value of these stock

options was estimated at the date of grant, using the Black-Scholes Option Valuation Model , with the following weighted average assumptions:

Year Ended February 28,

Expected Risk Free Interest Rate

Expected Volatility

Expected Life in Years

Expected Dividend Yield

Weighted-Average Grant Date Fair Value

A continuity schedule of

outstanding stock options as at February 28, 2022, and the changes during the fiscal year periods, is as follows:

Number of Stock

Exercise Price

Balance, February 28, 2021

Cancelled/Forfeited

Balance, February 28, 2022

The table below sets forth

the number of shares issued and cash received upon exercise of stock options:

Year Ended February 28,

Number of Options Exercised on Forfeiture Basis

Number of Options Exercised on Cash Basis

Total Number of Options Exercised

Number of Shares Issued on Cash Exercise

Number of Shares Issued on Forfeiture Basis

Total Number of Shares Issued Upon Exercise of Options

Cash Received from Exercise of Stock Options

Total Intrinsic Value of Options Exercised

A continuity schedule of outstanding unvested

stock options at February 28, 2022, and the changes during the fiscal year periods, is as follows:

Number of Unvested

Weighted Average

Stock Options

Grant Date Fair Value

Balance, February 28, 2020

Cancelled/Forfeited

Balance, February 28, 2021

Balance, February 28, 2022

As at February 28, 2022,

the aggregate intrinsic value of all outstanding stock options granted was estimated at $0 as the current price is lower than the strike

A summary of stock options

outstanding and exercisable as at February 28, 2022 is as follows:

Options Outstanding

Options Exercisable

Range of Exercise

Outstanding at

February 28, 2022

Exercise Price

Weighted Average Remaining

Contractual Term

Exercisable at

February 28, 2022

Exercise Price

Weighted Average Remaining

Contractual Term

11 - Earnings Per Share

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

of Earning Per Share

For the years ended

4 unchanged sentences

$ ( 4,378,074 )

Weighted average number of common shares outstanding —basic

Weighted average number of common shares outstanding —diluted

Loss per common share —

Weighted average number of common shares outstanding —basic

Weighted average number of common shares outstanding —diluted

Loss per common share — basic

Loss per common share — diluted

12 - Income Taxes

5 unchanged sentences

federal corporate income tax of 21 % .

generated a taxable loss for the years ended February 28, 2021 and February 29, 2020.

The Company generated

a taxable loss for the years ended February 28, 2022 and February 28, 2021.

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 years ended February 28, 2021 and February 29, 2020.

Finger Motion Company Limited did

not earn any income that was derived in Hong Kong for the years ended February 28, 2022 and February 28, 2021.

Peoples Republic of China (PRC)

Management, JiuGe Technology and Beijing XunLian were incorporated in the Peoples Republic of China and subject to PRC

income tax at 25%.

Management, JiuGe Technology and Beijing XunLian were incorporated in the Peoples Republic of China and subject to PRC income

tax at 25 % .

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

1 unchanged sentence

effective income tax rates for the years ended February 28, 2022 and February 28, 2021 are as follows:

of Effective Income Tax Rate

February 28, 2022

5 unchanged sentences

Effective tax rate

February 28, 2021 and February 29, 2020, the Company has a deferred tax asset of $1,095,494 and $750,024, 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 strategies in making its assessment.

At present, the Company concludes that it is more-likely-than-not

that the Company will be able to realize all of its tax benefits in the near future and therefore a valuation allowance has been

provided for the full value of the deferred tax asset.

A valuation allowance will be maintained until sufficient positive evidence

exists to support the reversal of any portion or all of the valuation allowance.

At February 28, 2021 and February 29, 2020, the

valuation allowance was $1,095,494 and $750,024 respectively.

February 28, 2022 and February 28, 2021, the Company has a deferred tax asset of $1,235,861 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

strategies in making its assessment.

At present, the Company concludes that it is more-likely-than-not that the Company will be able

to realize all of its tax benefits in the near future and therefore a valuation allowance has been provided for the full value of the

deferred tax asset.

A valuation allowance will be maintained until sufficient positive evidence exists to support the reversal of any

portion or all of the valuation allowance.

At February 28, 2022 and February 28, 2021, the valuation allowance was $1,235,861 and $1,095,494

respectively.

Schedule of Deferred Tax Assets and Liabilities

February 28, 2022

2 unchanged sentences

Valuation allowance

( 1,235,861 )

( 1,095,494 )

Deferred tax asset, net

of Beijing XunLian

March 7, 2019, JiuGe Technology also acquired 99% of equity interest of Beijing XunLian, a subsidiary that provides bulk distribution

of SMS messages for JiuGe customers at discounted rates.

following table summarizes the consideration paid for Beijing XunLian and the amounts of the assets acquired and liabilities assumed

recognized at the acquisition date.

Consideration

Recognized amounts of identifiable assets acquired and liabilities assumed:

Cash and cash equivalents

Deposits, prepayments and other receivables

Other payables

Net liabilities

arising on the acquisition was written off as expenses for the year ended February 29, 2020.

Disposal of a subsidiary

of Suzhou BuGuNiao

January 28, 2021, JiuGe Technology disposed its 99% owned subsidiary, Suzhou BuGuNiao Digital Technology Co., Ltd which was set

up to venture into R&D projects.

following table summarizes the gain on disposal for Suzhou BuGuNiao at the disposal date.

Consideration

Gain on Disposal

13 - Related Parties Transaction

1 unchanged sentence

with the Company

Non-controlling

Stockholder, Legal Representative of Shanghai JiuGe Information Technology Co., Ltd.

Liew Yow Ming

Non-controlling

Related Parties Transactions (continued)

Company had the following related parties balances at February 28, 2021 and February 29, 2020:

Due to related

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

Company had the following related party balances at February 28, 2021 and February 28, 2022:

of Related Parties Transactions

February 28, 2022

February 28, 2021

Loan payables

1 unchanged sentence

Liew Yow Ming are fixed at an interest rate of 20% per annum with a fixed repayment term.

Interest expenses were $242,756

and $nil for the year ended February 28, 2021 and February 29, 2020, respectively.

Interest expenses incurred were $ 170,141

and $ 242,756 for the year ended February 28, 2022 and February 28, 2021, respectively.

14 - Commitments and Contingencies

Company is not aware of any material outstanding claim and litigation against them.

Company is not aware of any material outstanding claim and litigation against it.

15 – Subsequent Events

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

financial statements.

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

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data