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Item 1. Financial Statements

2022-10-17 compared with 2022-07-15 · 554 added, 520 removed, 302 unchanged (78% of the section changed)

FINANCIAL STATEMENTS

FINGERMOTION, INC.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the three months ended May 31, 2022

(Unaudited - Expressed in U.S.

FINGERMOTION, INC.

Condensed Consolidated Balance Sheets

FINGERMOTION,

CONSOLIDATED INTERIM FINANCIAL STATEMENTS

the six months ended August 31, 2022

- Expressed in U.S.

FingerMotion,

Condensed Consolidated

Balance Sheets

Current Assets

12 unchanged sentences

Accrual and other payables

Convertible notes payable

Convertible notes payable, current portion

Lease liability, current portion

1 unchanged sentence

Non-current Liabilities

Convertible notes payable, non-current portion

Lease liability, non-current portion

4 unchanged sentences

Authorized 1,000,000 shares;

outstanding - 0 - shares.

issued and outstanding - 0 - shares.

Common Stock, par value $ .0001 per share;

Authorized 200,000,000 shares;

issued and outstanding 42,777,260 shares and 42,627,260 issued and outstanding at May 31, 2022 and February 28, 2022 respectively

issued and outstanding 42,857,260 shares and 42,627,260 issued and outstanding at August 31, 2022 and February 28, 2022 respectively

Additional paid-in capital

8 unchanged sentences

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

The accompanying notes are an integral part of these condensed consolidated financial statements.

FINGERMOTION, INC.

FingerMotion,

Unaudited Condensed Consolidated Statements of Operations

Three Months Ended

Six Months Ended

Cost of revenue

1 unchanged sentence

( 4,690,058 )

( 9,043,225 )

( 10,066,850 )

Amortization & Depreciation

2 unchanged sentences

( 1,444,914 )

( 2,515,419 )

( 2,624,661 )

Marketing Cost

4 unchanged sentences

( 2,084,511 )

( 3,723,866 )

( 3,560,090 )

Net loss from operations

( 1,493,591 )

( 1,387,655 )

( 2,929,011 )

( 2,243,537 )

Other income (expense):

6 unchanged sentences

$ ( 1,454,617 )

$ ( 2,982,763 )

$ ( 2,364,123 )

Income tax expenses

1 unchanged sentence

$ ( 1,454,617 )

$ ( 2,982,763 )

$ ( 2,364,123 )

Net profit attributable to the non-controlling interest

2 unchanged sentences

$ ( 1,455,764 )

$ ( 2,981,488 )

$ ( 2,367,654 )

Other comprehensive income:

3 unchanged sentences

$ ( 1,543,302 )

$ ( 3,510,651 )

$ ( 2,395,008 )

comprehensive income (loss) attributable to non-controlling interest

2 unchanged sentences

$ ( 1,543,135 )

$ ( 3,510,244 )

$ ( 2,395,005 )

NET LOSS PER SHARE

6 unchanged sentences

Weighted Average Common Shares Outstanding - Diluted

The accompanying notes are an integral part of these condensed consolidated financial statements.

FingerMotion, Inc.

Unaudited Condensed Consolidated Statement of Shareholders’ Equity

Capital Paid in

Additional Paid-in

Comprehensive

Unaudited Condensed Consolidated Statement of

Shareholders’ Equity

Capital Paid in Excess of

Paid-in Shares to be Stock

Other Comprehensive

Stockholders’

Non-controlling

Balance at March 1, 2022

at March 1, 2022

( 17,152,172 )

Common stock issued for cash

Common stock issued for professional service

Accumulated other comprehensive income

stock issued for cash

stock issued for professional service

other comprehensive income

( 1,444,123 )

1 unchanged sentence

( 1,444,668 )

Balance at May 31, 2022

at May 31, 2022

( 18,596,295 )

Capital Paid in Excess of Par

Additional Paid-in capital stock

Accumulated Other Comprehensive

stock issued for cash

stock issued for professional service

other comprehensive income

( 1,537,365 )

( 1,538,095 )

at August 31, 2022

( 20,133,660 )

Capital Paid in Excess of

Paid-in Capital- Stock

Other Comprehensive

Stockholders’

Non-controlling

Balance at March 1, 2021

at March 1, 2021

( 12,208,728 )

Common stock issued for cash

Common stock issued for professional service

Accumulated other comprehensive income

Balance at May 31, 2021

stock issued for cash

stock issued for professional service

other comprehensive income

at May 31, 2021

( 13,120,618 )

The accompanying notes are an integral part of these condensed consolidated financial statements.

FINGERMOTION, INC.

Unaudited Condensed Consolidated Statements of Cash Flows

Three Months Ended

stock issued for cash

stock issued for professional service

of convertible notes

other comprehensive income

( 1,455,764 )

( 1,454,617 )

at August 31, 2021

( 14,576,382 )

FingerMotion,

Unaudited Condensed

Consolidated Statements of Cash Flows

Six Months Ended

$ ( 2,982,763 )

$ ( 2,364,123 )

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

1 unchanged sentence

Amortization and depreciation

Impairment of fixed assets

Change in operating assets and liabilities:

10 unchanged sentences

( 3,785,843 )

( 3,513,630 )

Cash flows from investing activities

3 unchanged sentences

Proceed from convertible note

Execution of convertible note

Proceed from loan payable

Advances from stock subscription payable

( 1,654,207 )

Common stock issued for cash

8 unchanged sentences

Interest paid

The accompanying notes are an integral part of these condensed consolidated financial statements.

FINGERMOTION, INC.

Three months ended May 31, 2022 and 2021

Six months ended August

31, 2022 and 2021

Notes to the Condensed Consolidated Financial Statements

Note 1 – Nature of Business and basis of Presentation

FingerMotion, Inc.

fka Property Management Corporation

of America (the “Company”) was incorporated on January 23, 2014 under the laws of the State of Delaware.

The Company then

offered management and consulting services to residential and commercial real estate property owners who rent or lease their property

to third party tenants.

The Company changed its name to FingerMotion, Inc.

1 – Nature of Business and Basis of Presentation

FingerMotion,

fka Property Management Corporation of America (the “Company”) was incorporated on January 23, 2014, under

the laws of the State of Delaware.

The Company then offered management and consulting services to residential and commercial real

estate property owners who rent or lease their property to third-party tenants.

Company changed its name to FingerMotion, Inc.

on July 13, 2017, after a change in control.

In July 2017 the Company acquired all of the outstanding shares of Finger Motion Company Limited

(“FMCL”), a Hong Kong corporation that is an information technology company which specialize in operating and publishing mobile

Pursuant 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.

The transaction was accounted for as a “reverse

acquisition” since, immediately following completion of the transaction, the shareholders of FMCL effectuated control of the post-combination

For accounting purposes, FMCL was deemed to be the accounting acquirer in the transaction and, consequently, the transaction

is treated as a recapitalization of FMCL (i.e., a capital transaction involving the issuance of shares by the Company for the shares of

Accordingly, the consolidated assets, liabilities and results of operations of FMCL became the historical financial statements

of FingerMotion, Inc.

and its subsidiaries, and the Company’s assets, liabilities and results of operations were consolidated with

FMCL beginning on the acquisition date.

No step-up in basis or intangible assets or goodwill were recorded in this transaction.

As a result of the Share Exchange Agreement and the

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

FMCL, a Hong Kong corporation, was formed

in April 6, 2016.

On October 16, 2018, the Company through its indirect

wholly-owned subsidiary, Shanghai JiuGe Business Management Co., Ltd.

(“JiuGe Management”), entered into a series of agreements

known as variable interest agreements (the “VIE Agreements”) pursuant to which Shanghai JiuGe Information Technology Co.,

(“JiuGe Technology”) became JiuGe Management’s 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.

On March 7, 2019, JiuGe Technology also acquired 99%

of the equity interest of Beijing XunLian (“BX”), a subsidiary that provides bulk distribution of SMS messages for JiuGe customers

at discounted rates.

Finger Motion Financial Company Limited was incorporated

on January 24, 2020 and is 100% owned by FingerMotion, Inc.

The company has been activated for the insurtech business during the last

quarter of the fiscal year where the Big Data division secured its first contract and recorded revenue.

Shanghai TengLian JiuJiu Information Communication

Technology Co., Ltd.

was incorporated on December 23, 2020 for the purpose of venturing into the mobile phone sales in China.

owned by JiuGe Technology.

On 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.

In July 2017 the Company

acquired all of the outstanding shares of Finger Motion Company Limited (“FMCL”), a Hong Kong corporation that is

an information technology company 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.

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

the shareholders of FMCL effectuated control of the post-combination Company.

For accounting purposes, FMCL was deemed to be the

accounting acquirer in the transaction and, consequently, the transaction is treated as a recapitalization of FMCL (i.e., a capital

transaction involving the issuance of shares by the Company for the shares of FMCL).

Accordingly, the consolidated assets, liabilities,

and results of operations of FMCL became the historical financial statements of FingerMotion, Inc.

and its subsidiaries, and the

Company’s assets, liabilities and results of operations were consolidated with FMCL beginning on the acquisition date.

step-up in basis or intangible assets or goodwill were recorded in this transaction.

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

of the Company.

FMCL, a Hong Kong corporation, was formed in April 6, 2016.

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

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

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

(“JiuGe Technology”) became JiuGe Management’s

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 JiuGe Technology.

March 7, 2019, JiuGe Technology also acquired 99% of the equity interest of Beijing XunLian (“BX”), a subsidiary

that provides bulk distribution of SMS messages for JiuGe customers at discounted rates.

Motion Financial Company Limited was incorporated on January 24, 2020, and is 100% owned by FingerMotion, Inc.

has been activated for the insurtech business during the last quarter of the fiscal year where the Big Data division secured its

first contract and recorded revenue.

TengLian JiuJiu Information Communication Technology Co., Ltd.

was incorporated on December 23, 2020, for the purpose of

venturing into mobile phone sales in China.

It is 99% owned by JiuGe Technology.

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

was established to venture into R&D projects.

FINGERMOTION, INC.

Three months ended May 31, 2022 and 2021

Six months ended August

31, 2022 and 2021

Notes to the Condensed Consolidated Financial Statements

Note 2 - Summary of Principal Accounting Policies

Principles of Consolidation and Presentation

The condensed consolidated financial statements have

been prepared in accordance with U.S.

generally accepted accounting principles (“U.S.

The condensed consolidated financial

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

All intercompany accounts, transactions,

and profits have been eliminated upon consolidation.

Variable interest entity

Pursuant to Financial Accounting Standards Board (“FASB”)

Accounting Standards Codification (“ASC”) Section 810, “Consolidation” (“ASC 810”), the Company is

required to include in its consolidated financial statements, the financial statements of its variable interest entities (“VIEs”).

ASC 810 requires a VIE to be consolidated if that company is subject to a majority of the risk of loss for the VIE or is entitled to receive

a majority of the VIE’s residual returns.

VIEs are those entities in which a company, through contractual arrangements, bears the

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

of the entity.

Under ASC 810, a reporting entity has a controlling

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

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

and (b) the obligation

to absorb losses, or the right to receive benefits, that could potentially be significant to the VIE.

The reporting entity’s determination

of whether it has this power is not affected by the existence of kick-out rights or participating rights, unless a single enterprise,

including its related parties and de - facto agents, have the unilateral ability to exercise those rights.

JiuGe Technology’s actual

stockholders do not hold any kick-out rights that affect the consolidation determination.

Through the VIE agreements 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 Company’s general credit.

2 – Summary of Principal Accounting Policies

of Consolidation and Presentation

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

generally accepted accounting principles

The condensed 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.

interest entity

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

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

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

ASC 810 requires a VIE to be consolidated if

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

residual returns.

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

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

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

has both of the following characteristics:

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

VIE’s economic performance;

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

be significant to the VIE.

The reporting entity’s determination of whether it has this power is not affected by the existence

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

the unilateral ability to exercise those rights.

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

that affect the consolidation determination.

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 Company’s general credit.

FINGERMOTION, INC.

Three months ended May 31, 2022 and 2021

Six months ended August

31, 2022 and 2021

Notes to the Condensed Consolidated Financial Statements

Note 2 - Summary of Principal Accounting Policies (Continued)

The following assets and liabilities of the VIE and

VIE’s subsidiaries are included in the accompanying condensed consolidated financial statements of the Company as of May 31, 2022

and February 28, 2022:

Assets and liabilities of the VIE

2 – Summary of Principal Accounting Policies (Continued)

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

financial statements of the Company as of August 31, 2022 and February 28, 2022:

and liabilities of the VIE

Schedule of variable interest entity

4 unchanged sentences

Total liabilities

Assets and liabilities of the VIE Subsidiary

and liabilities of the VIE’s Subsidiaries

Current assets

4 unchanged sentences

FINGERMOTION, INC.

Three months ended May 31, 2022 and 2021

Six months ended August

31, 2022 and 2021

Notes to the Condensed Consolidated Financial Statements

Note 2 - Summary of Principal Accounting Policies (Continued)

2 – Summary of Principal Accounting Policies (Continued)

Result of VIE

For the Three Months Ended

Six Months Ended

Cost of revenue

3 unchanged sentences

General and administrative expenses

( 1,154,029 )

( 1,111,044 )

Marketing cost

11 unchanged sentences

$ ( 734,679 )

Operating Result of VIE Subsidiary

For the Three Months Ended

FINGERMOTION, INC.

Six months ended August

31, 2022 and 2021

Notes to the Condensed Consolidated Financial Statements

2 – Summary of Principal Accounting Policies (Continued)

Result of VIE’s Subsidiaries

Six Months Ended

Cost of revenue

10 unchanged sentences

Profit (loss) from operations

$ ( 127,540 )

Interest income

1 unchanged sentence

Net profit (loss)

$ ( 127,470 )

FINGERMOTION, INC.

Three months ended May 31, 2022 and 2021

Six months ended August

31, 2022 and 2021

Notes to the Condensed Consolidated Financial Statements

Note 2 - Summary of Principal Accounting Policies (Continued)

Use of Estimates

The preparation of the Company’s financial statements

in conformity with generally accepted accounting principles of the United States of America requires management to make estimates and

assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date

of the financial statements and the reported amounts of revenues and expenses during 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.

Actual results could differ from those estimates.

Certain Risks and Uncertainties

The Company relies on cloud-based hosting through

a global accredited hosting provider.

Management believes that alternate sources are available;

however, disruption or termination of

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

Identifiable Intangible Assets

Identifiable intangible assets are recorded at cost

and are amortized over 3 - 10 years.

Similar to tangible property and equipment, the Company periodically evaluates identifiable intangible

assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Impairment of Long-Lived Assets

The Company classifies its long-lived assets into:

2 – Summary of Principal Accounting Policies (Continued)

preparation of the Company’s financial statements in conformity with generally accepted accounting principles of the United

States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities

and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues

and expenses during 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.

Actual results could differ from

those estimates.

Risks and Uncertainties

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

Management believes that alternate sources

are available;

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

Intangible Assets

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

Similar to tangible property and equipment, the Company

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

the carrying amount may not be recoverable.

of Long-Lived Assets

Company classifies its long-lived assets into:

(i) computer and office equipment;

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

Long-lived assets held and used by the Company are

reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be fully recoverable.

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

If circumstances

require a long-lived asset or asset group to be tested for possible impairment, the Company first compares undiscounted cash flows expected

to be generated by that asset or asset group to its carrying value.

If the carrying value of the long-lived asset or asset group is not

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

Fair value is determined through various valuation techniques, including discounted cash flow models, relief from royalty income approach,

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

The Company makes various assumptions and estimates

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

The assumptions and estimates

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

They can be affected by various

factors, including external factors such as industry and economic trends, and internal factors such as the Company’s business strategy

and its forecasts for specific market expansion.

Accounts Receivable and Concentration of Risk

Accounts receivable, net is stated at the amount the

Company expects to collect, or the net realizable value.

The Company provides a provision for allowances that includes returns, allowances

and doubtful accounts equal to the estimated uncollectible amounts.

The Company estimates its provision for allowances based on historical

collection experience and a review of the current status of trade accounts receivable.

It is reasonably possible that the Company’s

estimate of the provision for allowances will change.

(ii) furniture and fixtures, (iii) leasehold

improvements, 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 value of such assets may not be fully recoverable.

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

of technology, economy, or other industry changes.

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

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

to its carrying value.

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

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

Fair value is determined

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

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

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

values of the respective assets.

The assumptions and estimates used to determine future values and the remaining useful lives

of long-lived assets are complex and subjective.

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

and economic trends, and internal factors such as the Company’s business strategy and its forecasts for specific market

Receivable and Concentration of Risk

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

The Company provides a provision

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

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

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

FINGERMOTION, INC.

Three months ended May 31, 2022 and 2021

Six months ended August

31, 2022 and 2021

Notes to the Condensed Consolidated Financial Statements

Note 2 - Summary of Principal Accounting Policies

Operating and finance lease right-of-use assets and

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

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

present value of the future lease payments.

The incremental borrowing rate is derived from information available at the lease commencement

date and represents the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term and

amount equal to the lease payments in a similar economic environment.

The right-of-use asset includes any lease payments made and lease

incentives received prior to the commencement date.

Operating lease right-of-use assets also include any cumulative prepaid or accrued

rent when the lease payments are uneven throughout the lease term.

The right-of-use assets and lease liabilities may include options to

extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

Cash and Cash Equivalents

Cash and cash equivalents represent cash on hand,

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

and are readily convertible to known amounts of cash.

Property and Equipment

Property and equipment are stated at cost.

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

the estimated useful lives of the assets.

Estimated useful lives range from three

2 – Summary of Principal Accounting Policies (Continued)

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

of the future lease payments over the lease term.

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

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

The incremental borrowing

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

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

economic environment.

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

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

throughout the lease term.

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

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

and Cash Equivalents

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

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

and Equipment

and equipment are stated at cost.

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

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

Estimated useful lives range from three 3 to seven 7

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

Earnings Per Share

Basic (loss) earnings per share is based on the weighted

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

are included in diluted earnings per share.

FASB Accounting Standard Codification Topic 260 (“ASC

260”), “Earnings Per Share,” requires that employee equity share options, non-vested shares and similar equity instruments

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

Diluted earnings per share should

be based on the actual number of options or shares granted and not yet forfeited, unless doing so would be anti-dilutive.

uses the “treasury stock” method for equity instruments granted in share-based payment transactions provided in ASC 260 to

determine diluted earnings per share.

Antidilutive securities represent potentially dilutive securities which are excluded from the computation

of diluted earnings or loss per share as their impact was antidilutive.

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

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

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

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

computing diluted earnings per share.

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

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

The Company uses the “treasury stock” method for equity

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

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

as their impact was antidilutive.

FINGERMOTION, INC.

Three months ended May 31, 2022 and 2021

Six months ended August

31, 2022 and 2021

Notes to the Condensed Consolidated Financial Statements

Note 2 - Summary of Principal Accounting Policies (Continued)

Revenue Recognition

The Company adopted ASC 606, Revenue from Contracts

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

ASC 606 establishes principles

for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts

to provide goods or services to customers.

The core principle requires an entity to recognize revenue to depict the transfer of goods

or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those

goods or services recognized as performance obligations are satisfied.

The Company has assessed the impact of the guidance

by reviewing its existing customer contracts and current accounting policies and practices to identify differences that will result from

applying the new requirements, including the evaluation of its performance obligations, transaction price, customer payments, transfer

of control and principal versus agent considerations.

Based on the assessment, the Company concluded that there was no change to the timing

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

the Company’s consolidated financial statements upon adoption of ASC 606.

The Company recognizes revenue from providing hosting

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

The Company recognizes revenue when all of

the following conditions are satisfied:

(1) there is persuasive evidence of an arrangement;

(2) the service has been provided to the customer

(for licensing, revenue is recognized when the Company’s technology is used to provide hosting and integration services);

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

2 – Summary of Principal Accounting Policies (Continued)

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

the modified retrospective approach.

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

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

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

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

performance obligations are satisfied.

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

practices to identify differences that will result from applying the new requirements, including the evaluation of its performance

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

assessment, the Company concluded that there was no change to the timing and pattern of revenue recognition for its current revenue

streams in scope of ASC 606 and therefore there was no material changes to the Company’s consolidated financial statements

upon adoption of ASC 606.

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

its customers.

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

(1) there is persuasive evidence

of an arrangement;

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

technology is used to provide hosting and integration services);

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

determinable;

and (4) the collection of fees is probable.

We account for our multi-element

arrangements, such as instances where we design a custom website and separately offer other services such as hosting, which are recognized

over the period for when services are performed.

The Company uses the asset and liability method of

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

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

(i) taxes payable or refundable for the current year

and (ii) future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities

and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable

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

The effect on deferred tax assets and liabilities

of a change in tax rates is recognized in the results of operations in the period that includes the enactment date.

A valuation allowance

is provided to reduce the deferred tax assets reported if based on the weight of available evidence it is more likely than not that some

portion or all of the deferred tax assets will not be realized.

Non-controlling interest

Non-controlling interests held 1% of the shares of

two of our subsidiaries are recorded as a component of our equity, separate from the Company’s equity.

Purchase or sales of equity

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

Results of operations attributable to the

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

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

Recently Issued Accounting Pronouncements

The Company does not believe recently issued but not

yet effective accounting standards, if currently adopted, would have a material effect on the consolidated financial position, statements

of operations and cash flows.

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

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

services are performed.

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

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

Under this method, income tax expense is recognized

as the amount of:

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

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

Deferred tax assets

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

are expected to be recovered or settled.

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

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

A valuation allowance is provided to reduce the deferred

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

tax assets will not be realized.

Non-controlling

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

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

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

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

loss recognized in earnings.

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.

FINGERMOTION, INC.

Three months ended May 31, 2022 and 2021

Six months ended August

31, 2022 and 2021

Notes to the Condensed Consolidated Financial Statements

Note 3 - Going Concern

The accompanying condensed 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 $ 18,596,295 and

$ 17,152,172 as at May 31, 2022 and February 28, 2022 respectively, and had a net loss of $ 1,444,668 and $ 909,506 for the three months

ended May 31, 2022 and 2021, respectively.

The Company’s 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

The Company will need to secure additional funds through various means, including equity and debt financing or any similar

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 Company’s

stockholders, restrictive covenants or high interest costs.

The Company’s long-term liquidity also depends upon its ability to generate

revenues and achieve profitability.

Note 4 - Revenue

We recorded $4,855,123 and $5,996,489 in

revenue, respectively, for the three months ended May 31, 2022 and 2021.

For the three months ended

3 – Going Concern

accompanying condensed 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 $ 20,133,660 and $ 17,152,172 as at August 31, 2022 and February 28, 2022 respectively,

and had a net loss of $ 2,929,011 and $ 2,243,537 for the six months ended August 31, 2022 and 2021, respectively.

Company’s continuation as a going concern depends 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 can 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 Company’s stockholders, restrictive covenants, or high interest costs.

The Company’s

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

recorded $9,838,080 and $11,383,403 in revenue, respectively, for the six months ended August 31, 2022 and 2021.

Schedule of Revenue

six months ended

Telecommunication Products & Services

SMS & MMS Business

Note 5 – Equipment

At May 31, 2022 and February 28, 2022, the company

has the following amounts related to tangible assets:

5 – Equipment

August 31, 2022 and February 28, 2022, the Company has the following amounts related to tangible assets:

Schedule of property, plant and equipment

1 unchanged sentence

Net equipment

No significant residual value is estimated for the equipment.

expense for the three months ended May 31, 2022 and 2021 totaled $ 3,079 and $ 3,500 , respectively.

significant residual value is estimated for the equipment.

Depreciation expenses for the six months ended August 31, 2022

and 2021 totaled $ 5,878 and $ 6,929 , respectively.

FINGERMOTION, INC.

Three months ended May 31, 2022 and 2021

Six months ended August

31, 2022 and 2021

Notes to the Condensed Consolidated Financial Statements

Note 6 – Intangible Assets

At May 31, 2022 and February 28, 2022, the company

has the following amounts related to intangible assets:

6 – Intangible Assets

August 31, 2022 and February 28, 2022, the Company has the following amounts related to intangible assets:

Schedule of intangible assets

3 unchanged sentences

Net intangible assets

No significant residual value is estimated for these

intangible assets.

Amortization expense for the three months ended May 31, 2022 and 2021 totaled $ 11,093 and $ 10,921 , respectively.

Note 7 – Prepayment and Deposit

Prepaid 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 our SMS & MMS business.

Deposits also includes payments placed into the e-commerce platforms where we offer

our products and services.

significant residual value is estimated for these intangible assets.

Amortization expenses for the six months ended August 31,

2022 and 2021 totaled $ 21,760 and $ 21,894 , respectively.

7 – Prepayment and Deposit

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

Our current vendors are China Unicom and China

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

Deposits includes payments placed

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

The platforms are PinDuoDuo, Tmall, and JD.com.

13 unchanged sentences

FINGERMOTION, INC.

Three months ended May 31, 2022 and 2021

Six months ended August

31, 2022 and 2021

Notes to the Condensed Consolidated Financial Statements

Note 8 – Right-of-use Asset and Lease Liability

The Company has entered into lease agreements with

various third parties.

8 – Right-of-use Asset and Lease Liability

Company has entered into lease agreements with various third parties.

The terms of operating leases are one to two years.

These operating leases are included in “Right-of-use

Asset” on the Company’s Condensed Consolidated Balance Sheet and represent the Company’s right to use the underlying

asset for the lease term.

The Company’s obligation to make lease payments are included in “Lease liability” on the Company’s

Condensed 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 Company’s Condensed Consolidated Balance Sheet.

All operating lease

expense is recognized on a straight-line basis over the lease term in the three months ended May 31, 2022.

Information related to the Company’s right-of-use

assets and related lease liabilities were as follows:

operating leases are included in “Right-of-use Asset” on the Company’s Condensed Consolidated Balance Sheet

and represent the Company’s right to use the underlying asset for the lease term.

The Company’s obligation to make

lease payments are included in “Lease liability” on the Company’s Condensed 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 Company’s Condensed Consolidated Balance Sheet.

All operating lease expense is recognized on a straight-line

basis over the lease term in the six months ended August 31, 2022.

related to the Company’s right-of-use assets and related lease liabilities were as follows:

Schedule of Operating Leases assets and liabilities

5 unchanged sentences

Total lease liability

Remaining lease term and discount rate

Remaining lease term and discount

Weighted-average remaining lease term

Weighted-average discount rate

The following table summarizes the future minimum

lease payments due under the Company’s operating leases as of May 31, 2022:

following table summarizes the future minimum lease payments due under the Company’s operating leases as of August 31,

Schedule of future minimum lease payments due

imputed interest

Total lease liability

FINGERMOTION, INC.

Three months ended May 31, 2022 and 2021

Six months ended August

31, 2022 and 2021

Notes to the Condensed Consolidated Financial Statements

Note 9 - Convertible Note Payable

A Note Payable having a Face Value of $ 730,000 at

May 1, 2022 and accruing interest at 20 % is due on April 30, 2023 .

The note is convertible anytime from the date of issuance into $ 0.0001

par value Common Stock at $ 4.00 per share.

Note 10 - Common Stock

The 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.

The 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 .

The Company cancelled 150,000 shares of common stock

during the fiscal year ended February 28, 2021 pursuant to a financial advisory service agreement.

On 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 warrants.

On 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 agreement.

On 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.

On 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.

On 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

On 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.

On 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.

On 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.

On November 5, 2021, the Company issued 276,000 shares

of our common stock at price of $5.00 per share to 4 individuals.

On December 7, 2021, the Company issued 30,000 shares

of our common stock at price of $3.00 per share to 2 individuals pursuant to the exercise of warrants.

9 – Convertible Note Payable

Note Payable having a Face Value of $ 730,000 on May 1, 2022 and accruing interest at 20 % is due on April 30, 2023 .

note is convertible anytime from the date of issuance into $ 0.0001 par value Common Stock at $ 4.00 per share.

secured, two-year, interest-free convertible promissory note with a principal amount of $ 4,800,000 was issued on August 9,

2022 representing a funded amount of $4,000,000 and a coupon of 20%.

The principal amount is payable commencing 180 days after

the issuance in 18 consecutive monthly payments, at the option of the Company, to be made in either cash, shares of common stock

of the Company, or a combination of cash and shares of the common stock of the Company.

The note shall be available to be converted

by the holder any time after the earlier of 6 months from the date of issuance or the date of effectiveness of the registration

statement covering the applicable conversion shares into $ 0.0001 par value Common stock at $ 2.00 per share subject to adjustment

as provided therein.

10 – Common Stock

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 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 agreement.

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 warrants.

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 agreement.

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

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.

FINGERMOTION, INC.

Three months ended May 31, 2022 and 2021

Six months ended August

31, 2022 and 2021

Notes to the Condensed Consolidated Financial Statements

Note 10 - Common Stock (Continued)

On 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.

On January 12, 2022, the company cancelled 15,000

shares of our common stock issued to 1 individual pursuant to a consulting agreement.

On 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.

On February 7, 2022, the Company issued 70,000 shares

of our common stock at price of $5.00 per share to 4 individuals

On March 7, 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.

On March 23, 2022, the Company issued 10,000 shares of our common stock

at a deemed price of $3.66 per share to one individual pursuant to a consulting agreement.

On March 23, 2022, the Company issued an aggregate of 25,000 shares of

our common stock at a deemed price of $2.85 per share to two individuals and one entity pursuant to consulting agreements.

On April 14, 2022, the Company issued 5,000 shares

of our common stock at a deemed price of $5.00 per share to one entity pursuant to a consulting agreement.

On April 28, 2022, the Company issued 50,000 shares

of our common stock at a deemed price of $2.61 per share to one entity pursuant to a consulting agreement.

On April 28, 2022, the Company issued 5,000 shares

of our common stock at a deemed price of $2.56 per share to one entity pursuant to a consulting agreement.

On April 28, 2022, the Company issued 20,000 shares

of our common stock at a deemed price of $2.51 per share to one individual pursuant to a consulting agreement.

On May 10, 2022, the Company issued 5,000 shares of

our common stock at a deemed price of $5.00 per share to one entity pursuant to a consulting agreement.

On May 10, 2022, the Company issued 5,000 shares of

our common stock at a deemed price of $3.66 per share to one individual pursuant to a consulting agreement.

On May 12, 2022, the Company issued 20,000 shares

of our common stock at a deemed price of $2.03 per share to one entity pursuant to a consulting agreement as amended.

10 – Common Stock (Continued)

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

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

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

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

March 7, 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.

March 23, 2022, the Company issued 10,000 shares of our common stock at a deemed price of $3.66 per share to one individual

pursuant to a consulting agreement.

March 23, 2022, the Company issued an aggregate of 25,000 shares of our common stock at a deemed price of $2.85 per share

to two individuals and one entity pursuant to consulting agreements.

April 14, 2022, the Company issued 5,000 shares of our common stock at a deemed price of $5.00 per share to one entity pursuant

to a consulting agreement.

April 28, 2022, the Company issued 50,000 shares of our common stock at a deemed price of $2.61 per share to one entity pursuant

to a consulting agreement.

April 28, 2022, the Company issued 5,000 shares of our common stock at a deemed price of $2.56 per share to one entity pursuant

to a consulting agreement.

April 28, 2022, the Company issued 20,000 shares of our common stock at a deemed price of $2.51 per share to one individual

pursuant to a consulting agreement.

May 10, 2022, the Company issued 5,000 shares of our common stock at a deemed price of $5.00 per share to one entity pursuant

to a consulting agreement.

May 10, 2022, the Company issued 5,000 shares of our common stock at a deemed price of $3.66 per share to one individual

pursuant to a consulting agreement.

May 12, 2022, the Company issued 20,000 shares of our common stock at a deemed price of $2.03 per share to one entity pursuant

to a consulting agreement as amended.

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

to a consulting agreement.

FINGERMOTION, INC.

Three months ended May 31, 2022 and 2021

Six months ended August

31, 2022 and 2021

Notes to the Condensed Consolidated Financial Statements

Note 10 - Common Stock (Continued)

Share Purchase Warrants

A continuity schedule of

outstanding share purchase warrants as at May 31, 2022, and the changes during the periods, is as follows:

10 – Common Stock (Continued)

July 5, 2022, the Company issued an aggregate of 25,000 shares of our common stock at a deemed price of $2.85 per share to

two individuals and one entity pursuant to consulting agreements.

August 3, 2022, the Company issued 50,000 shares of our common stock at a deemed price of $1.22 per share to one entity pursuant

to a consulting agreement.

Purchase Warrants

continuity schedule of outstanding share purchase warrants as at August 31, 2022, and the changes during the periods, is

Schedule of outstanding share purchase warrants

6 unchanged sentences

Balance, February 28, 2022

Balance, May 31, 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 May 31, 2022 is as follows:

Issued in Connection with August 2022 Offering

Balance, August 31, 2022

Fiscal 2022 and Fiscal 2021, we received cash proceeds totaling $ 539,998 and $ 50,000 , respectively, from the exercise of share

purchase warrants.

August 9, 2022, the Company entered into a Securities Purchase Agreement with Lind Global Fund II LP (the “Investor”),

pursuant to which the Company issued to the Investor a secured, two-year, interest free convertible promissory note in the principal

amount of $4,800,000 (the “Note”) and a common stock purchase warrant (the “Warrant”) to acquire 3,478,261

shares of common stock of the Company, which is subject to reduction by 50% upon effectiveness of the registration statement covering

the underlying shares.

summary of share purchase warrants outstanding and exercisable as at August 31, 2022 is as follows:

Schedule of Summary of share purchase warrants outstanding and exercisable

2 unchanged sentences

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.

FINGERMOTION, INC.

Six months ended August

31, 2022 and 2021

Notes to the Condensed Consolidated Financial Statements

10 – Common Stock (Continued)

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:

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 of grant.

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:

Schedule of valuation assumptions

4 unchanged sentences

Weighted-Average Grant Date Fair Value

FINGERMOTION, INC.

Three months ended May 31, 2022 and 2021

Notes to the Condensed Consolidated Financial Statements

Note 10 - Common Stock (Continued)

A continuity schedule of

outstanding stock options as at May 31, 2022, and the changes during the three months periods, is as follows:

continuity schedule of outstanding stock options as at August 31, 2022, and the changes during the three months periods,

is as follows:

Schedule of stock option activity

Number of Stock Options

Stock Options

Exercise Price

1 unchanged sentence

Cancelled/Forfeited

Balance, May 31, 2022

The table below sets forth the number of issued

shares and cash received upon exercise of stock options:

Balance, August 31, 2022

table below sets forth the number of issued shares and cash received upon exercise of stock options:

Schedule of number of issued shares and cash received upon exercise of stock options

7 unchanged sentences

Total Intrinsic Value of Options Exercised

A continuity schedule of outstanding unvested

stock options at May 31, 2022, and the changes during the three months periods, is as follows:

FINGERMOTION, INC.

Six months ended August

31, 2022 and 2021

Notes to the Condensed Consolidated Financial Statements

10 – Common Stock (Continued)

continuity schedule of outstanding unvested stock options at August 31, 2022, and the changes during the six months period,

is as follows:

Schedule of unvested restricted stock

Number of Unvested

Stock Options

Weighted Average

2 unchanged sentences

Balance, February 28, 2022

Balance, May 31, 2022

FINGERMOTION, INC.

Three months ended May 31, 2022 and 2021

Notes to the Condensed Consolidated Financial Statements

Note 10 - Common Stock (Continued)

As at May 31, 2022, the aggregate

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

A summary of stock options

outstanding and exercisable as at May 31, 2022 is as follows:

Schedule of Stock Options

Options Outstanding

Options Exercisable

Range of Exercise Prices

Outstanding at

Exercise Price

Weighted Average Remaining

Contractual Term

Exercisable at May 31, 2022

Exercise Price

Weighted Average Remaining

Contractual Term

Balance, August 31, 2022

at August 31, 2022, the aggregate intrinsic value of all outstanding stock options granted was estimated at $ 0 as the current

price is lower than the strike price.

summary of stock options outstanding and exercisable as at August 31, 2022 is as follows:

of Stock Options

of Exercise Prices

Average Remaining

7.00 to $ 9.00

Note 11 - Earnings Per Share

The following table sets forth the computation of basic and diluted earnings

per common share:

11 – Earnings Per Share

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

Schedule of basic and diluted earnings per common share

For the three months ended

six months ended

Numerator - basic and diluted

1 unchanged sentence

$ ( 2,364,123 )

Weighted average number of common shares outstanding —basic

Weighted average number of common shares outstanding —diluted

average number of common shares outstanding — basic

average number of common shares outstanding — diluted

Loss per common share — basic

Loss per common share — diluted

Note 12 - Income Taxes

The Company and its subsidiaries file separate income tax returns.

The United States of America

FINGERMOTION, INC.

is incorporated in the State of

Delaware in the U.S.

Six months ended August

31, 2022 and 2021

Notes to the Condensed Consolidated Financial Statements

12 – Income Taxes

Company and its subsidiaries file separate income tax returns.

United States of America

FingerMotion,

is incorporated in the State of Delaware in the U.S.

and is subject to a U.S.

federal corporate income tax of 21 %.

The Company generated a taxable loss for the three

months ended May 31, 2022 and 2021.

Finger Motion Company Limited is incorporated in Hong

Kong and Hong Kong’s profits tax rate is 16.5 %.

Finger Motion Company Limited did not earn any income that was derived in Hong Kong

for the three months ended May 31, 2022 and 2021.

FINGERMOTION, INC.

Three months ended May 31, 2022 and 2021

Notes to the Condensed Consolidated Financial Statements

Note 12 - Income Taxes (Continued)

The People’s Republic of China (PRC)

JiuGe Management, JiuGe Technology, Beijing XunLian

and Shanghai TengLian JiuJiu were incorporated in the People’s Republic of China and subject to PRC income tax at 25 %.

Income tax mainly consists of foreign income tax at

statutory rates and the effects of permanent and temporary differences.

The Company’s effective income tax rates for the three months

ended May 31, 2022 and 2021 are as follows:

generated a taxable loss for the six months ended August 31, 2022 and 2021.

Motion Company Limited is incorporated in Hong Kong and Hong Kong’s 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, 2022 and 2021.

People’s Republic of China (PRC)

Management, JiuGe Technology, Beijing XunLian and Shanghai TengLian JiuJiu were incorporated in the People’s 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.

The Company’s

effective income tax rates for the six months ended August 31, 2022 and 2021 are as follows:

Schedule of effective income tax rate reconciliation

For the three months ended

six months ended

statutory tax rate

3 unchanged sentences

Effective tax rate

At May 31, 2022 and February 28, 2022, the Company

has a deferred tax asset of $ 361,031 and $ 1,235,861 , 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 May 31, 2022 and February 28, 2022, the valuation

allowance was $ 361,031 and $ 1,235,861 , respectively.

August 31, 2022 and February 28, 2022, the Company has a deferred tax asset of $ 745,372 and $ 1,235,861 , 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 August 31, 2022 and February 28,

2022, the valuation allowance was $ 745,372 and $ 1,235,861 , respectively.

Schedule of deferred tax assets and liabilities

3 unchanged sentences

Deferred tax asset, net

Note 13 - Commitments and Contingencies

Legal proceedings

The Company is not aware of any material outstanding

claim and litigation against them.

FINGERMOTION, INC.

Three months ended May 31, 2022 and 2021

Six months ended August

31, 2022 and 2021

Notes to the Condensed Consolidated Financial Statements

Note 14 - Subsequent Events

On July 5, 2022, the Company issued 5,000 shares of

our common stock at a deemed price of $ 5.00 per share to one entity pursuant to a consulting agreement.

On July 5, 2022, the Company issued 25,000 shares

of our common stock at a deemed price of $ 2.70 per share to two individuals and one entity pursuant to consulting agreements.

Except for the above, the Company has determined that

it does not have any material subsequent events to disclose in these consolidated financial statements.

13 – Commitments and Contingencies

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

14 – 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.

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