What changed in this filing

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Item 1. Financial Statements

2023-01-17 compared with 2022-10-17 · 529 added, 453 removed, 403 unchanged (71% of the section changed)

2 unchanged sentences

CONSOLIDATED INTERIM FINANCIAL STATEMENTS

the six months ended August 31, 2022

the nine months ended November 30, 2022

- Expressed in U.S.

FingerMotion,

Condensed Consolidated

Balance Sheets

Consolidated Balance Sheets

Current Assets

3 unchanged sentences

Other receivables

Current Assets

Total Current Assets

Non-current Assets

1 unchanged sentence

Right-of-use asset

Non-current Assets

Total Non-current Assets

LIABILITIES AND SHAREHOLDER’S DEFICIT

4 unchanged sentences

Lease liability, current portion

Current Liabilities

Total Current Liabilities

Non-current Liabilities

1 unchanged sentence

Lease liability, non-current portion

Non-current Liabilities

Total Non-current Liabilities

TOTAL LIABILITIES

5 unchanged sentences

Authorized 200,000,000 shares;

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

issued and outstanding 46,316,635 shares and 42,627,260 issued and outstanding at November 30, 2022 and February 28, 2022 respectively

Additional paid-in capital

8 unchanged sentences

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

FingerMotion,

FingerMotion, Inc.

Unaudited Condensed Consolidated Statements of Operations

Three Months Ended

Six Months Ended

Nine Months Ended

Cost of revenue

12 unchanged sentences

Stock compensation expenses

( 1,367,909 )

Total operating expenses

51 unchanged sentences

FingerMotion, Inc.

Unaudited Condensed Consolidated Statement of

Shareholders’ Equity

Unaudited Condensed Consolidated Statement of Shareholders’ Equity

Capital Paid in Excess of

Paid-in Shares to be Stock

Paid-in Capital - Stock

Other Comprehensive

1 unchanged sentence

Non-controlling

at March 1, 2022

Balance at March 1, 2022

( 17,152,172 )

stock issued for cash

stock issued for professional service

other comprehensive income

Common stock issued for cash

Common stock issued for professional service

Accumulated other comprehensive income

( 1,444,123 )

1 unchanged sentence

( 1,444,668 )

at May 31, 2022

Balance at May 31, 2022

( 18,596,295 )

stock issued for cash

stock issued for professional service

other comprehensive income

Common stock issued for cash

Common stock issued for professional service

Accumulated other comprehensive income

( 1,537,365 )

1 unchanged sentence

( 1,538,095 )

at August 31, 2022

Balance at August 31, 2022

( 20,133,660 )

Common stock issued for cash

Common stock issued for professional service

Accumulated other comprehensive income

( 2,521,992 )

( 2,521,718 )

Balance at November 30, 2022

( 22,655,652 )

Capital Paid in Excess of

3 unchanged sentences

Non-controlling

at March 1, 2021

Balance at March 1,

( 12,208,728 )

stock issued for cash

stock issued for professional service

other comprehensive income

Common stock issued for cash

Common stock issued for professional

Accumulated other comprehensive

at May 30, 2021

( 13,120,618 )

stock issued for cash

stock issued for professional service

of convertible notes

other comprehensive income

Common stock issued for cash

Common stock issued for professional

Execution of convertible notes

Accumulated other comprehensive

( 1,455,764 )

3 unchanged sentences

( 14,576,382 )

FingerMotion,

Unaudited Condensed

Consolidated Statements of Cash Flows

Six Months Ended

Common stock issued for cash

Common stock issued for professional

Accumulated other comprehensive

( 1,036,619 )

( 1,037,172 )

at November 30, 2021

( 15,613,001 )

FingerMotion, Inc.

Unaudited Condensed Consolidated Statements of Cash Flows

Nine Months Ended

$ ( 5,504,481 )

$ ( 3,401,295 )

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

6 unchanged sentences

( 1,695,534 )

( 2,798,735 )

(Increase) decrease in others receivable

12 unchanged sentences

Proceed from convertible note

Execution of convertible note

Proceed from loan payable

( 1,654,207 )

Advances from stock subscription payables

Common stock issued for cash

8 unchanged sentences

Interest paid

FINGERMOTION, INC.

Six months ended August

31, 2022 and 2021

Notes to the Condensed Consolidated Financial Statements

FINGERMOTION,

months ended November 30, 2022 and 2021

to the Condensed Consolidated Financial Statements

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.

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 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.

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.

No 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

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.

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.

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

TengLian JiuJiu Information Communication Technology Co., Ltd.

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

venturing into mobile phone sales in China.

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.

Six months ended August

31, 2022 and 2021

Notes to the Condensed Consolidated Financial Statements

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,

months ended November 30, 2022 and 2021

to the Condensed Consolidated Financial Statements

2 - Summary of Principal Accounting Policies

1 unchanged sentence

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.

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.

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.

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

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.

Six months ended August

31, 2022 and 2021

Notes to the Condensed Consolidated Financial Statements

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

FINGERMOTION,

months ended November 30, 2022 and 2021

to the Condensed Consolidated Financial Statements

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:

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 November 30, 2022 and February 28, 2022:

and liabilities of the VIE

Schedule of variable interest entity

November 30, 2022

February 28, 2022

Current assets

4 unchanged sentences

and liabilities of the VIE’s Subsidiaries

November 30, 2022

February 28, 2022

Current assets

3 unchanged sentences

Total liabilities

FINGERMOTION, INC.

Six months ended August

31, 2022 and 2021

Notes to the Condensed Consolidated Financial Statements

FINGERMOTION,

months ended November 30, 2022 and 2021

to the Condensed Consolidated Financial Statements

2 - Summary of Principal Accounting Policies (Continued)

Result of VIE

Six Months Ended

Cost of revenue

18 unchanged sentences

$ ( 766,915 )

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

nine months Ended

Cost of revenue

15 unchanged sentences

$ ( 100,082 )

FINGERMOTION, INC.

Six months ended August

31, 2022 and 2021

Notes to the Condensed Consolidated Financial Statements

FINGERMOTION,

months ended November 30, 2022 and 2021

to the Condensed Consolidated Financial Statements

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.

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

Management believes that alternate sources are available;

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

Intangible Assets

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

Similar to tangible property and equipment, the Company

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

the carrying amount may not be recoverable.

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

1 unchanged sentence

(i) computer and office equipment;

(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

(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.

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

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 expansion.

Receivable and Concentration of Risk

2 unchanged sentences

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

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.

FINGERMOTION, INC.

Six months ended August

31, 2022 and 2021

Notes to the Condensed Consolidated Financial Statements

FINGERMOTION,

months ended November 30, 2022 and 2021

to the Condensed Consolidated Financial Statements

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 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

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 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

4 unchanged sentences

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

(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.

Six months ended August

31, 2022 and 2021

Notes to the Condensed Consolidated Financial Statements

(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.

Antidilutive securities represent potentially dilutive

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

FINGERMOTION,

months ended November 30, 2022 and 2021

to the Condensed Consolidated Financial Statements

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.

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.

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.

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.

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.

(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.

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

2 unchanged sentences

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.

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.

Six months ended August

31, 2022 and 2021

Notes to the Condensed Consolidated Financial Statements

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,

months ended November 30, 2022 and 2021

to the Condensed Consolidated Financial Statements

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.

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.

had an accumulated deficit of $ 22,655,652 and $ 17,152,172 as at November 30, 2022 and February 28, 2022 respectively, and had a net loss

of $ 5,504,481 and $ 3,401,295 for the nine months ended November 30, 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 $ 21,241,015 and $ 17,285,302 in revenue, respectively, for the nine months ended November 30, 2022 and 2021.

Schedule of revenue

six months ended

For the nine months ended

Telecommunication Products & Services

1 unchanged sentence

5 – Equipment

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

November 30, 2022 and February 28, 2022, the Company has the following amounts related to tangible assets:

Schedule of property, plant and equipment

2 unchanged sentences

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.

Six months ended August

31, 2022 and 2021

Notes to the Condensed Consolidated Financial Statements

Depreciation expenses for the nine months ended November 30, 2022 and 2021

totaled $ 12,823 and $ 10,618 , respectively.

FINGERMOTION,

months ended November 30, 2022 and 2021

to the Condensed Consolidated Financial Statements

6 – Intangible Assets

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

November 30, 2022 and February 28, 2022, the Company has the following amounts related to intangible assets:

Schedule of intangible assets

4 unchanged sentences

significant residual value is estimated for these intangible assets.

Amortization expenses for the six months ended August 31,

Amortization expenses for the nine months ended November 30, 2022

and 2021 totaled $ 31,831 and $ 32,926 , respectively.

1 unchanged sentence

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.

Our current vendors are China Unicom and China Mobile

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

Deposits include payments placed into the

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

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

12 unchanged sentences

Prepayment and deposit

FINGERMOTION, INC.

Six months ended August

31, 2022 and 2021

Notes to the Condensed Consolidated Financial Statements

FINGERMOTION,

months ended November 30, 2022 and 2021

to the Condensed Consolidated Financial Statements

8 – Right-of-use Asset and Lease Liability

1 unchanged sentence

The terms of operating leases are one to two years.

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.

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 obligations 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 nine months ended November

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

6 unchanged sentences

Total lease liability

Remaining lease term and discount

Remaining 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 Company’s operating leases as of August 31,

following table summarizes the future minimum lease payments due under the Company’s operating leases as of November 30, 2022:

Schedule of future minimum lease payments due

imputed interest

FINGERMOTION, INC.

Six months ended August

31, 2022 and 2021

Notes to the Condensed Consolidated Financial Statements

9 – Convertible Note Payable

Total lease liability

FINGERMOTION,

months ended November 30, 2022 and 2021

to the Condensed Consolidated Financial Statements

9 - Convertible Notes 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 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 “Note”).

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.

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.

event of default under the Note occurred on November 4, 2022 and on November 21, 2022 pursuant to section 2.1(e) of the Note in relation

to the closing of our private placements of shares of common stock in the aggregate amount of 2,887,500 shares at a price of $ 4.00 per

share for gross proceeds of $ 11,550,000 (the “Private Placement Proceeds”).

2.2 of the Note provides for the remedies upon an event of default, which as described in the Note, the holder may at any time at its

option declare the Note immediately due and payable at an amount of 110% or 120% of the outstanding principal amount (the “Mandatory

Default Amount”) depending on the type of event of default.

In addition, upon an event of default, subject to any applicable cure

periods, the holder may (a) from time-to-time demand that all or a portion of the outstanding principal amount be converted into shares

of our common stock at the lower of (i) the conversion price (currently $2.00 per share) and (ii) 80% of the average of the three (3)

lowest daily VWAPs during the twenty (20) days prior to the delivery of the conversion notice, or (b) exercise or otherwise enforce any

one or more of the holder’s rights, powers, privileges, remedies and interests under the Note, the Purchase Agreement, the other

transaction documents or applicable law.

Mandatory Default Amount for an event of default under Section 2.1(e) of the Note is 110% of the outstanding principal amount of the

Note, which is $ 5,280,000 .

However, the holder has not declared the Mandatory Default Amount due and payable, which is the trigger for

accelerating the Mandatory Default Amount to be due and payable.

addition, section 5.7 of the Purchase Agreement provides that if we issued any equity interests, other than “Exempted Securities”

(as defined in the Purchase Agreement), for aggregate proceeds to us of greater than $10,000,000 during the term of the Purchase Agreement,

excluding offering costs and other expenses, unless otherwise waived in writing by and at the discretion of the holder, we will direct

25% of such proceeds from such issuance to repay the Note.

have advised the holder that the aggregate Private Placement Proceeds exceeds $10,000,000 and the holder does not seek to waive or require

payment of 25% of the proceeds as repayment of the Note.

10 - Common Stock

1 unchanged sentence

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.

Six months ended August

31, 2022 and 2021

Notes to the Condensed Consolidated Financial Statements

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

FINGERMOTION,

months ended November 30, 2022 and 2021

to the Condensed Consolidated Financial Statements

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

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.

November 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.

November 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 a 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.

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

January 7, 2022, the Company issued 55,000 shares of our common stock at a 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 a 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

March 7, 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

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.

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

FINGERMOTION,

months ended November 30, 2022 and 2021

to the Condensed Consolidated Financial Statements

10 - Common Stock (Continued)

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 $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

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

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

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.

October 19, 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.

October 19, 2022, the Company issued 20,000 shares of our common stock at a deemed price of $1.70 per share to one entity pursuant to

a consulting agreement.

October 19, 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.

FINGERMOTION, INC.

Six months ended August

31, 2022 and 2021

Notes to the Condensed Consolidated Financial Statements

October 19, 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.

October 24, 2022, the Company issued 100,000 shares of our common stock at price of $2.00 per share to 2 individuals pursuant to the

exercise of warrants.

October 24, 2022, the Company issued 70,000 shares of our common stock at price of $3.00 per share to one individual pursuant to the

exercise of warrants.

FINGERMOTION,

months ended November 30, 2022 and 2021

to the Condensed Consolidated Financial Statements

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

November 3, 2022, the Company issued 20,000 shares of our common stock at price of $3.00 per share to 2 individuals pursuant to the exercise

November 3, 2022, the Company issued 5,000 shares of our common stock at a deemed price of $1.70 per share to one entity pursuant to

a consulting agreement.

November 3, 2022, the Company issued 25,000 shares of our common stock at a deemed price of $1.22 per share to one entity pursuant to

a consulting agreement.

November 3, 2022, the Company issued 200,000 shares of our common stock at a deemed price of $0.74 per share to one individual pursuant

to a consulting agreement.

November 4, 2022, the Company issued an aggregate of 1,887,500 shares of common stock at a price of $4.00 per share to eleven individuals

due to the closing of its private placement at $4.00 per share for aggregate gross proceeds of $7,550,000.

connection with the closing of the private placement on November 4, 2022, the Company issued 91,875 shares of common stock at price of

$4.00 per share for a total value of $367,500 to one individual as finder’s fees.

November 21, 2022, the Company issued 1,000,000 shares of common stock at a price of $4.00 per share to one entity due to the closing

of its private placement at $4.00 per share for aggregate gross proceeds of $4,000,000.

Purchase Warrants

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

continuity schedule of outstanding stock purchase warrants as of November 30, 2022, and the changes during the periods, is as follows:

Schedule of outstanding share purchase warrants

7 unchanged sentences

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

Issued in Connection with August 2022 Offering

Issued in Connection with September 2022 Offering

Issued in Connection with November 2022 Offering

Balance, November 30, 2022

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

August 9, 2022, the Company entered into a Securities Purchase Agreement with an investor (the “Investor”), pursuant to which

the Company issued to the Investor 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.

FINGERMOTION,

months ended November 30, 2022 and 2021

to the Condensed Consolidated Financial Statements

Purchase Warrants (continued)

October 19, 2022, the Company’s board of directors authorized a six month extension to the expiry date of the common stock purchase

warrants that the Company issued on October 19, 2020 which have an expiry date of October 19, 2022 and an exercise price of $2.00 per

share (the “October 2020 Warrants”).

The new expiry date of the October 2020 Warrants is April 19, 2023.

In addition, 50,000

stock purchase warrants at an exercise price of $3.00 per share have expired.

the quarter ended November 30, 2022, the Company received $470,000 from the exercise of warrants for the purchase of 100,000 shares of

common stock of the Company at a price of $2.00 per share from 2 individuals and the purchase of 90,000 shares of common stock of the

Company at a price of $3.00 per shares from 3 individuals.

November 29, 2022, the Company issued 168,000 common stock purchase warrants to purchase 168,000 shares of its common stock at a price

of $1.75 per share until August 9, 2027 to The Benchmark Company, LLC (“Benchmark”) pursuant to a financial advisory agreement.

November 29, 2022, the Company issued 28,312 common stock purchase warrants to purchase 28,312

shares of its common stock at a price of $8.22 per share until November 4, 2025, to Benchmark pursuant to a financial advisory agreement.

November 29, 2022, the Company issued 10,000 common stock purchase warrants to purchase 10,000

shares of its common stock at a price of $6.70 per share until November 21, 2025, to Benchmark pursuant to a financial advisory agreement.

summary of stock purchase warrants outstanding and exercisable as of November 30, 2022 is as follows:

Schedule of share purchase warrants outstanding and exercisable

Number of Warrants

1 unchanged sentence

Exercise Price

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.

December 28, 2021, we granted an aggregate of 4,545,000 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 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:

Securities Act provided by Rule 903 of

Regulation S promulgated under the U.S.

Securities Act for the grant of stock options to 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.

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.

FINGERMOTION,

months ended November 30, 2022 and 2021

to the Condensed Consolidated Financial Statements

Purchase Warrants (continued)

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

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

is as follows:

continuity schedule of outstanding stock options as of November 30, 2022, and the changes during the nine months periods, is as follows:

Schedule of stock option activity

Stock Options

Number of Stock Options

Exercise Price

1 unchanged sentence

Cancelled/Forfeited

Balance, August 31, 2022

Balance, November 30, 2022

Options (continued)

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

8 unchanged sentences

Total Intrinsic Value of Options Exercised

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:

continuity schedule of outstanding unvested stock options at November 30, 2022, and the changes during the nine months period, is as

Schedule of unvested restricted stock

Number of Unvested

Stock Options

Weighted Average

Stock Options

Grant Date Fair Value

1 unchanged sentence

Balance, February 28, 2022

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

Cancel / Forfeited

Balance, November 30, 2022

FINGERMOTION,

months ended November 30, 2022 and 2021

to the Condensed Consolidated Financial Statements

of November 30, 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 of November 30, 2022 is as follows:

Schedule of stock options

Average Remaining

at November 30, 2022

Average Remaining

3 unchanged sentences

Schedule of basic and diluted earnings per common share

six months ended

For the nine months ended

Numerator - basic and diluted

1 unchanged sentence

$ ( 3,401,295 )

average number of common shares outstanding — basic

average number of common shares outstanding — diluted

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

FINGERMOTION, INC.

Six months ended August

31, 2022 and 2021

Notes to the Condensed Consolidated Financial Statements

12 - Income Taxes

5 unchanged sentences

federal corporate income tax of 21 %.

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

The Company generated

a taxable loss for the nine months ended November 30, 2022 and 2021.

FINGERMOTION,

months ended November 30, 2022 and 2021

to the Condensed Consolidated Financial Statements

12 - Income Taxes (continued)

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.

Finger Motion Company Limited did

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

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:

effective income tax rates for the nine months ended November 30, 2022 and 2021 are as follows:

Schedule of effective income tax rate reconciliation

six months ended

For the nine months ended

statutory tax rate

3 unchanged sentences

Effective tax rate

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.

November 30, 2022 and February 28, 2022, the Company has a deferred tax asset of $ 1,375,870 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 November 30, 2022 and February 28, 2022, the valuation allowance was $ 1,375,870 and $ 1,235,861 ,

respectively.

Schedule of deferred tax assets and liabilities

2 unchanged sentences

( 1,375,870 )

( 1,235,861 )

Deferred tax asset, net

FINGERMOTION, INC.

Six months ended August

31, 2022 and 2021

Notes to the Condensed Consolidated Financial Statements

13 - Commitments and Contingencies

August 9, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the Investor, pursuant

to which the Company issued to the Investor the Note in the principal amount of $ 4,800,000 and the Warrant to acquire 3,478,261 shares

of common stock of the Company (each, a “Warrant Share”).

A total of $4,000,000 was funded under the Note (representing the

principal amount less a coupon of 20%).

The conversion price of the Note is equal to $2.00, subject to customary adjustments, however,

if new securities, other than exempted securities, are issued by the Company at a price less than the conversion price, the conversion

price shall be reduced to such price.

FINGERMOTION,

months ended November 30, 2022 and 2021

to the Condensed Consolidated Financial Statements

event of default under the Note occurred on November 4, 2022 and on November 21, 2022 pursuant to section 2.1(e) of the Note in relation

to the closing of our private placements of shares of common stock in the aggregate amount of 2,887,500 shares at a price of $ 4.00 per

share for gross proceeds of $ 11,550,000 (the “Private Placement Proceeds”).

2.2 of the Note provides for the remedies upon an event of default, which as described in the Note, the holder may at any time at its

option declare the Note immediately due and payable at an amount of 110% or 120% of the outstanding principal amount (the “Mandatory

Default Amount”) depending on the type of event of default.

In addition, upon an event of default, subject to any applicable cure

periods, the holder may (a) from time-to-time demand that all or a portion of the outstanding principal amount be converted into shares

of our common stock at the lower of (i) the conversion price (currently $2.00 per share) and (ii) 80% of the average of the three (3)

lowest daily VWAPs during the twenty (20) days prior to the delivery of the conversion notice, or (b) exercise or otherwise enforce any

one or more of the holder’s rights, powers, privileges, remedies and interests under the Note, the Purchase Agreement, the other

transaction documents or applicable law.

Mandatory Default Amount for an event of default under Section 2.1(e) of the Note is 110% of the outstanding principal amount of the

Note, which is $ 5,280,000 .

However, the holder has not declared the Mandatory Default Amount due and payable, which is the trigger for

accelerating the Mandatory Default Amount to be due and payable.

addition, section 5.7 of the Purchase Agreement provides that if we issued any equity interests, other than “Exempted Securities”

(as defined in the Purchase Agreement), for aggregate proceeds to us of greater than $10,000,000 during the term of the Purchase Agreement,

excluding offering costs and other expenses, unless otherwise waived in writing by and at the discretion of the holder, we will direct

25% of such proceeds from such issuance to repay the Note.

have advised the holder that the aggregate Private Placement Proceeds exceeds $10,000,000 and the holder does not seek to waive or require

payment of 25% of the proceeds as repayment of the Note.

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.

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

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