What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-01-17 compared with 2022-10-17 · 563 added, 602 removed, 168 unchanged (87% of the section changed)

2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

“Company” mean FingerMotion, Inc.

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

contractually controlled companies.

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

mean FingerMotion, Inc.

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

Note Regarding Forward-Looking Statements

following management’s discussion and analysis of the Company’s financial condition and results of operations (the

“MD&A”) contains forward-looking statements that involve risks, uncertainties and assumptions including, among

others, statements regarding our capital needs, business plans and expectations.

In evaluating these statements, you should consider

various factors, including the risks, uncertainties and assumptions set forth in reports and other documents we have filed with

or furnished to the SEC and, including, without limitation, this Quarterly Report on Form 10-Q for the six months ended August 31,

2022, and our Annual Report on Form 10-K for the fiscal year ended February 28, 2022, including the consolidated financial

statements and related notes contained therein.

These factors, or any one of them, may cause our actual results or actions in

the future to differ materially from any forward-looking statement made in this document.

Refer to “Cautionary Note Regarding

Forward-looking Statements” as disclosed in our Annual Report on Form 10-K for the fiscal year ended February 28,

2022, and Item 1A, Risk Factors, under Part II - Other Information of this Quarterly Report.

MD&A is focused on material changes in our financial condition from February 28, 2022, our most recently completed year

end, to August 31, 2022, and our results of operations for the six months ended August 31, 2022, and should be read

in conjunction with Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations as

contained in our Annual Report on Form 10-K for the fiscal year ended February 28, 2022.

following management’s discussion and analysis of the Company’s financial condition and results of operations (the “MD&A”)

contains forward-looking statements that involve risks, uncertainties and assumptions including, among others, statements regarding our

capital needs, business plans and expectations.

In evaluating these statements, you should consider various factors, including the risks,

uncertainties and assumptions set forth in reports and other documents we have filed with or furnished to the SEC and, including, without

limitation, this Quarterly Report on Form 10-Q for the nine months ended November 30, 2022, and our Annual Report on Form 10-K for the

fiscal year ended February 28, 2022, including the consolidated financial statements and related notes contained therein.

These factors,

or any one of them, may cause our actual results or actions in the future to differ materially from any forward-looking statement made

in this document.

Refer to “Cautionary Note Regarding Forward-looking Statements” as disclosed in our Annual Report on Form

10-K for the fiscal year ended February 28, 2022, and Item 1A, Risk Factors, under Part II - Other Information of this Quarterly Report.

MD&A is focused on material changes in our financial condition from February 28, 2022, our most recently completed year end, to November

30, 2022, and our results of operations for the three months and nine months ended November 30, 2022, and should be read in conjunction

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

on Form 10-K for the fiscal year ended February 28, 2022.

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

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

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

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

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

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

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

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

The Corporate

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

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

(347) 349-5339.

are a holding company incorporated in Delaware and not an operating company incorporated in the People’s Republic of China

(the “PRC” or “China”).

As a holding company, we conduct a significant part of our operations through

our subsidiaries and through the VIE Agreements with the VIE based in China.

To address challenges resulting from laws, policies

and practices that may disfavor foreign-owned entities that operate within industries deemed sensitive by the Chinese government,

we use the VIE structure to replicate foreign investment in the PRC-based companies.

We own 100% of the equity of a WFOE, Shanghai

JiuGe Business Management Co., Ltd., which has entered into the VIE Agreements with the VIE, which is owned by Ms.

Li Li the legal

representative and general manager, and also the shareholder of the VIE.

As a result of our use of the VIE structure, you may

never directly hold equity interests the VIE.

The securities offered pursuant to this prospectus are securities of the Company,

the Delaware holding company, not of the VIE.

are a holding company incorporated in Delaware and not an operating company incorporated in the People’s Republic of China (the

“PRC” or “China”).

As a holding company, we conduct a significant part of our operations through our subsidiaries

and through the VIE Agreements with the VIE based in China.

To address challenges resulting from laws, policies and practices that may

disfavor foreign-owned entities that operate within industries deemed sensitive by the Chinese government, we use the VIE structure to

provide contractual exposure to foreign investment in the PRC-based companies.

We own 100% of the equity of a WFOE, Shanghai JiuGe Business

Management Co., Ltd., which has entered into the VIE Agreements with the VIE, which is owned by Ms.

Li Li the legal representative and

general manager, and also the shareholder of the VIE.

The VIE Agreements have not been tested in court.

As a result of our use of the

VIE structure, you may never directly hold equity interests the VIE.

The securities offered pursuant to this prospectus are securities

of the Company, the Delaware holding company, not of the VIE.

fund the registered capital and operating expenses of the VIE by extending loans to the shareholders of the VIE.

We believe that

we are the primary beneficiary of the VIE because the VIE Agreements governing the relationship between the VIE and our WFOE,

which include a consulting services agreement, a loan agreement, a power of attorney agreement, a call option agreement, and a

share pledge agreement, enable us to (i) exercise effective control over the VIE, (ii) receive substantially all of the economic

benefits of the VIE, and (iii) have an exclusive call option to purchase, at any time, all or part of the equity interests in

and/or assets of the VIE to the extent permitted by Chinese laws.

The VIE Agreements governing

the relationship between the VIE and our WFOE enable us to (i) direct the activities of the VIE that most significantly impact the VIE’s

economic performance, (ii) receive substantially all of the economic benefits of the VIE, and (iii) have an exclusive call option to

purchase, at any time, all or part of the equity interests in and/or assets of the VIE to the extent permitted by Chinese laws.

result of the VIE Agreements, the Company is considered the primary beneficiary of the VIE for accounting purposes and is able to consolidate

the financial results of the VIE in its consolidated financial statements in accordance with U.S.

Exchange Agreement

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

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

of FMCL (the “ FMCL Shareholders ”).

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

information technology company that specializes in operating and publishing mobile games.

Pursuant to the Share Exchange Agreement,

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

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

FMCL shareholders.

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

by the Share Exchange Agreement, and 2,562,500 additional shares to accredited investors, which was a concurrent financing but

not a condition of closing the Share Exchange Agreement.

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

of the Company.

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

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

FMCL (the “ FMCL Shareholders ”).

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

company that specializes in operating and publishing mobile games.

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

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

On the closing date of

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

In addition, the Company

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

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

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

The Company operates its video game division through FMCL.

However, in June 2018, the Company decided to

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

into this business.

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

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

on July 20, 2017 and incorporated by reference herein.

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

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

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

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

and incorporated by reference herein.

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 our contractually controlled affiliate.

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

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

The VIE Agreements

include a Consulting Services Agreement, a Loan Agreement, a Power of Attorney Agreement, a Call Option Agreement, and a Share

Pledge Agreement in order to secure the connection and commitments of the JiuGe Technology.

We operate our mobile payment platform

business through JiuGe Technology.

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 our contractually controlled

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

foreign investment is restricted or forbidden by the PRC government.

The VIE Agreements include a Consulting Services Agreement, a Loan

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

commitments of the JiuGe Technology.

We operate our mobile payment platform business through JiuGe Technology.

VIE Agreements included:

a consulting services

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

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

a loan agreement

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

(the “ JiuGe Technology Loan Agreement ”);

a power of attorney

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

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

Technology Power of Attorney Agreement ”);

a call option agreement

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

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

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

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

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

contribution (the “ JiuGe Technology Loan Agreement ”);

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

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

“ JiuGe Technology Power of Attorney Agreement ”);

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

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

Technology Call Option Agreement ”);

a share pledge agreement

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

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

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

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

Agreement (the “ JiuGe Technology Share Pledge Agreement ”).

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Inner Mongolia.

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

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

services to third-party channels and businesses.

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

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

To encourage consumers to utilize our portal

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

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

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

Accordingly, we earn income on the rebates we

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

through our platform.

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

analysis, that could unlock potential value-added services.

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

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

December 27, 2018 and are incorporated by reference herein.

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

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

channels and businesses.

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

to China Unicom and China Mobile that we process.

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

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

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

use of our platform.

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

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

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

that could unlock potential value-added services.

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

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

are incorporated by reference herein.

The English translation version of the JiuGe Technology Share Pledge Agreement was filed as Exhibit

10.6 to our Form S-1/A (Amendment No.

1) filed with the SEC on January 5, 2023, and is incorporated by reference herein.

of Beijing Technology

March 7, 2019, the Company through JiuGe Technology acquired Beijing XunLian TianXia Technology Co., Ltd.

Technology ”), a company in the business of providing mass SMS text services to businesses looking to communicate with

large numbers of their customers and prospective customers.

Through Beijing Technology, the Company entered into the business

of mass SMS text message service as a compliment to its mobile payment and recharge business.

The mass SMS text message service

offers bulk SMS services to end consumers with competitive pricing.

Currently, the Company’s SMS integrated platform is

processing more than 150 million SMS text messages per month.

Beijing Technology retains a license from the Ministry of Industry

and Information Technology to operate SMS and MMS business in the PRC.

Similar to the mobile recharge business, Beijing Technology

is required to make a deposit or bulk purchase in advance and has secured business customers that will utilize Beijing Technology’s

SMS integrated platform to send bulk SMS text messages monthly.

Beijing Technology has the capability to manage and track the

entire process, including to assist the Company’s clients to fulfill the government guidelines, until the SMS messages have

been delivered successfully.

(“ Beijing Technology ”),

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

and prospective customers.

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

to its mobile payment and recharge business.

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

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

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

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

customers that will utilize Beijing Technology’s SMS integrated platform to send bulk SMS text messages monthly.

Beijing Technology

has the capability to manage and track the entire process, including to assist the Company’s clients to fulfill the government

guidelines, until the SMS messages have been delivered successfully.

Unicom Cooperation Agreement

July 7, 2019, JiuGe Technology entered into that certain Yunnan Unicom Electronic Sales Platform Construction and Operation

Cooperation Agreement (the “ Cooperation Agreement ”) with China United Network Communications Limited Yunnan

Branch (“ China Unicom Yunnan ”).

Under the Cooperation Agreement, JiuGe Technology is responsible for constructing

and operating China Unicom Yunnan’s electronic sales platform through which consumers can purchase various goods and services

from China Unicom Yunnan, including mobile telephones, mobile telephone service, broadband data services, terminals, “smart”

devices and related financial insurance.

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

operate the platform’s webpage in accordance with China Unicom Yunnan’s specifications and policies, and applicable

law, and bear all expenses in connection therewith.

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

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

July 7, 2019, JiuGe Technology entered into that certain Yunnan Unicom Electronic Sales Platform Construction and Operation Cooperation

Agreement (the “ Cooperation Agreement ”) with China United Network Communications Limited Yunnan Branch (“ China

Unicom Yunnan ”).

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

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

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

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

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

As consideration

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

sales it processes for China Unicom Yunnan on the platform.

Cooperation Agreement expires three years from the date of its signature with a yearly auto-renewal clause, but it may be terminated

1 unchanged sentence

The Cooperation Agreement

contains customary representations from each party regarding such party’s authority to enter into and perform under the

Cooperation Agreement, and provides customary events of default, including for various types of failure to perform.

arising between the parties under the Cooperation Agreement will be adjudicated in Chinese courts.

contains customary representations from each party regarding such party’s authority to enter into and perform under the Cooperation

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

Any disputes arising between

the parties under the Cooperation Agreement will be adjudicated in Chinese courts.

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

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

2019 and is incorporated by reference herein.

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

is incorporated by reference herein.

January 2022, Shanghai TengLian JiuJiu Information Communication Technology Co., Ltd.

(“ TengLian ”) (a

99% owned subsidiary of Shanghai JiuGe Information Technology Co., Ltd.) signed a co-operation agreement with China Unicom to

launch the Device Protection program for mobile phones and the new 5G phones.

(“ TengLian ”) (a 99% owned subsidiary

of Shanghai JiuGe Information Technology Co., Ltd.) signed a co-operation agreement with China Unicom to launch the Device Protection

program for mobile phones and the new 5G phones.

Intercorporate

Relationships

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

the ownership interest of each entity.

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

interest of each entity.

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

1 unchanged sentence

Motion Company Limited (1)

Finger Motion (CN)

Global Limited (2)

Finger Motion (CN)

Shanghai JiuGe Business

Management Co., Ltd.

Shanghai JiuGe Information

Technology Co., Ltd.

Contractually controlled

Beijing XunLian

TianXia Technology Co., Ltd.

Contractually controlled

Finger Motion Financial

Group Limited (7)

Finger Motion Financial

Company Limited (8)

Shanghai TengLian

JiuJiu Information Communication Technology Co., Ltd.

Contractually controlled

Finger Motion Company

Limited is a wholly-owned subsidiary of FingerMotion, Inc.

Finger Motion (CN)

Global Limited is a wholly-owned subsidiary of FingerMotion, Inc.

Finger Motion (CN)

Limited is a wholly-owned subsidiary of Finger Motion (CN) Global Limited.

Shanghai JiuGe Business

Management Co., Ltd.

Motion (CN) Global Limited (2)

Motion (CN) Limited (3)

JiuGe Business Management Co., Ltd.

JiuGe Information Technology Co., Ltd.

Contractually

controlled (5)

XunLian TianXia Technology Co., Ltd.

Contractually

Motion Financial Group Limited (7)

Motion Financial Company Limited (8)

TengLian JiuJiu Information Communication Technology Co., Ltd.

Contractually

Motion Company Limited is a wholly-owned subsidiary of FingerMotion, Inc.

Motion (CN) Global Limited is a wholly-owned subsidiary of FingerMotion, Inc.

Motion (CN) Limited is a wholly-owned subsidiary of Finger Motion (CN) Global Limited.

JiuGe Business Management Co., Ltd.

is a wholly-owned subsidiary of Finger Motion (CN) Limited.

Shanghai JiuGe Information

Technology Co., Ltd.

is a variable interest entity that is contractually controlled by Shanghai JiuGe Business Management

Beijing XunLian

TianXia Technology Co., Ltd.

JiuGe Information Technology Co., Ltd.

is a variable interest entity that is contractually controlled by Shanghai JiuGe Business

Management Co., Ltd.

XunLian TianXia Technology Co., Ltd.

is a 99% owned subsidiary of Shanghai JiuGe Information Technology Co., Ltd.

Finger Motion Financial

Group Limited is a wholly-owned subsidiary of FingerMotion, Inc.

Finger Motion Financial

Company Limited is a wholly-owned subsidiary of Finger Motion Financial Group Limited.

Shanghai TengLian

JiuJiu Information Communication Technology Co., Ltd.

is a 99% owned subsidiary of Shanghai JiuGe Information Technology Co.,

Motion Financial Group Limited is a wholly-owned subsidiary of FingerMotion, Inc.

Motion Financial Company Limited is a wholly-owned subsidiary of Finger Motion Financial Group Limited.

TengLian JiuJiu Information Communication Technology Co., Ltd.

is a 99% owned subsidiary of Shanghai JiuGe Information Technology

we do not directly hold equity interests in the VIE, we are subject to risks and uncertainties of the interpretations and applications

of Chinese laws and regulations, including but not limited to, the validity and enforcement of the VIE Agreements among the WFOE,

the VIE and the shareholder of the VIE.

We are also subject to the risks and uncertainties about any future actions of the Chinese

government in this regard that could disallow the VIE structure, which would likely result in a material change in our operations

and may cause the value of our Common Shares to depreciate significantly or become worthless.

of Chinese laws and regulations, including but not limited to, the validity and enforcement of the VIE Agreements among the WFOE, the

VIE and the shareholder of the VIE.

We are also subject to the risks and uncertainties about any future actions of the Chinese government

in this regard that could disallow the VIE structure, which would likely result in a material change in our operations and may cause

the value of our Common Shares to depreciate significantly or become worthless.

VIE Agreements may not be as effective as direct ownership in providing operational control.

For instance, the VIE and its shareholders

could breach their contractual arrangements with us by, among other things, failing to conduct their operations in an acceptable

manner or taking other actions that are detrimental to our interests.

The shareholder of the VIE may not act in the best interests

of our Company or may not perform their obligations under the VIE Agreements.

Such risks exist throughout the period in which

we intend to operate certain portions of our business through the VIE Agreements with the VIE.

In the event that the VIE or its

shareholder fail to perform their respective obligations under the VIE Agreements, we may have to incur substantial costs and

expend additional resources to enforce such arrangements.

In addition, even if legal actions are taken to enforce the VIE Agreements,

there is uncertainty as to whether Chinese courts would recognize or enforce judgments of U.S.

courts against us or such persons

predicated upon the civil liability provisions of the securities laws of the United States or any state.

See “Risk Factors—Risks

Related to the VIE Agreements”.

We rely on the VIE Agreements with the VIE and its shareholder for a significant portion

of our business operations.

The VIE Agreements may not be as effective as direct ownership in providing operational control.

failure by the VIE or its shareholder to perform their obligations under such contractual arrangements would have a material and

adverse effect on our business.

of the date of this periodic report on Form 10-Q, we and the VIE are not required to seek permissions from the CSRC, the

Cyberspace Administration of China (the “CAC”), or any other entity that is required to approve of the operations

Nevertheless, Chinese regulatory authorities may in the future promulgate laws, regulations or implement rules that

require us, our subsidiaries or the VIEs to obtain permissions from such regulatory authorities to approve the operations of the

VIE or any securities listing.

Company operates the following lines of business:

could breach their contractual arrangements with us by, among other things, failing to conduct their operations in an acceptable manner

or taking other actions that are detrimental to our interests.

The shareholder of the VIE may not act in the best interests of our Company

or may not perform their obligations under the VIE Agreements.

Such risks exist throughout the period in which we intend to operate certain

portions of our business through the VIE Agreements with the VIE.

In the event that the VIE or its shareholder fail to perform their

respective obligations under the VIE Agreements, we may have to incur substantial costs and expend additional resources to enforce such

arrangements.

In addition, even if legal actions are taken to enforce the VIE Agreements, there is uncertainty as to whether Chinese

courts would recognize or enforce judgments of U.S.

courts against us or such persons predicated upon the civil liability provisions

of the securities laws of the United States or any state.

See “Risk Factors—Risks Related to the VIE Agreements”.

rely on the VIE Agreements with the VIE and its shareholder for a significant portion of our business operations.

The VIE Agreements

may not be as effective as direct ownership in providing operational control.

Any failure by the VIE or its shareholder to perform their

obligations under such contractual arrangements would have a material and adverse effect on our business.

of the date of this periodic report on Form 10-Q, we and the VIE are not required to seek permissions from the CSRC, the Cyberspace Administration

of China (the “CAC”), or any other entity that is required to approve of the operations of the VIE, other than a value-added

telecommunications business licence, which has already been obtained.

Nevertheless, Chinese regulatory authorities may in the future

promulgate laws, regulations or implement rules that require us, our subsidiaries or the VIEs to obtain permissions from such regulatory

authorities to approve the operations of the VIE or any securities listing.

Company is a mobile data specialist company that operates the following lines of business:

(i) Telecommunications Products and Services;

(ii) Value Added Product and Services;

(iii) SMS and MMS Services;

(iii) Short Message Services (“SMS”) and Multimedia Messaging Services (“MMS”);

(iv) a Rich Communication Services (“RCS”) platform;

(v) Big Data Insights;

and (vi) a Video Game Division

and (vi) a Video Game Division (inactive).

Telecommunications

Products and Services

Company’s current product mix consisting of payment and recharge services, data plans, subscription plans, mobile phones,

loyalty points redemption and other products bundles (i.e.

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

points redemption and other products bundles (i.e.

mobile protection plans).

Chinese mobile phone consumers often utilize

third-party e-marketing websites to pay their phone bills.

If the consumer connected directly to the telecommunications provider

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

Thus, consumers

log on to these e-marketer’s websites, click into their respective phone provider’s store, and “top up,”

or pay, their telecommunications provider for additional mobile data and talk time.

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

telecommunication company that processes the payment.

We have been granted one of these licenses by China Unicom and China Mobile,

each of which is a major telecommunications provider in China.

We principally earn revenue by providing mobile payment and recharge

services to customers of China Unicom and China Mobile.

conduct our mobile payment business through JiuGe Technology, our contractually controlled affiliate through the entry into a

series of agreements known as VIE Agreements in October 2018.

In the first half of 2018, JiuGe Technology secured contracts

with China Unicom and China Mobile to distribute mobile data for businesses and corporations in nine provinces/municipalities,

namely Chengdu, Jiangxi, Jiangsu, Chongqing, Shanghai, Zhuhai, Zhejiang, Shaanxi, Inner Mongolia, Henan and Fujian.

In September 2018,

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

JiuGe Technology signed a volume-based agreement with China Mobile Fujian to offer recharge services to the Fujian province which

we have launched and commercialized in November 2021.

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

to third-party channels and businesses.

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

the telecommunications companies we process.

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

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

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

to consumers through the use of our platform.

Accordingly, we earn income on the rebates we receive from China Unicom and China

Mobile, reduced by the amounts by which we discount the mobile data and talk time sold through our platform.

started and commercialized its “Business to Business” (“ B2B ”) model by integrating with various

e-commerce platforms to provide its mobile payment and recharge services to subscribers or end consumers.

In the first quarter

of 2019 FingerMotion expanded its business by commercializing its first “Business to Consumer” (“ B2C ”)

model, offering the telecommunication providers’ products and services, including data plans, subscription plans, mobile

phones, and loyalty points redemption, directly to subscribers or customers of the e-commerce companies, such as PinDuoDuo (“ PDD ”),

TMall (“ TMALL ”) and JD.Com (“ JD ”).

The Company is planning to further expand its universal

exchange platform by setting up B2C stores on several other major e-commerce platforms in China.

In addition to that, we have

been assigned as one of China’s Mobile’s loyalty redemption partner where we will be providing the services for their

customers via our platform.

Chinese mobile phone consumers often utilize third-party

e-marketing websites to pay their phone bills.

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

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

Thus, consumers log on to these e-marketer’s

websites, click into their respective phone provider’s store, and “top up,” or pay, their telecommunications provider

for additional mobile data and talk time.

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

company that processes the payment.

We have been granted one of these licenses by China Unicom and China Mobile, each of which is a major

telecommunications provider in China.

We principally earn revenue by providing mobile payment and recharge services to customers of China

Unicom and China Mobile.

conduct our mobile payment business through JiuGe Technology, our contractually controlled affiliate through the entry into a series

of agreements known as VIE Agreements in October 2018.

In the first half of 2018, JiuGe Technology secured contracts with China Unicom

and China Mobile to distribute mobile data for businesses and corporations in nine provinces/municipalities, namely Chengdu, Jiangxi,

Jiangsu, Chongqing, Shanghai, Zhuhai, Zhejiang, Shaanxi, Inner Mongolia, Henan and Fujian.

In September 2018, JiuGe Technology launched

and commercialized mobile payment and recharge services to businesses for China Unicom.

In May 2021, JiuGe Technology signed a volume-based

agreement with China Mobile Fujian to offer recharge services to the Fujian province which we have launched and commercialized in November

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

channels and businesses.

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

companies we process.

To encourage consumers to utilize our portal instead of using our competitors’ platforms or paying China

Unicom or China Mobile directly, we offer mobile data and talk time at a rate discounted from these companies’ stated rates, which

are also the rates we must pay to them to purchase the mobile data and talk time provided to consumers through the use of our platform.

Accordingly, we earn income on the rebates we receive from China Unicom and China Mobile, reduced by the amounts by which we discount

the mobile data and talk time sold through our platform.

started and commercialized its “Business to Business” (“ B2B ”) model by integrating with various e-commerce

platforms to provide its mobile payment and recharge services to subscribers or end consumers.

In the first quarter of 2019 FingerMotion

expanded its business by commercializing its first “Business to Consumer” (“ B2C ”) model, offering the

telecommunication providers’ products and services, including data plans, subscription plans, mobile phones, and loyalty points

redemption, directly to subscribers or customers of the e-commerce companies, such as PinDuoDuo (“ PDD ”), TMall (“ TMALL ”)

and JD.Com (“ JD ”).

The Company is planning to further expand its universal exchange platform by setting up B2C stores

on several other major e-commerce platforms in China.

In addition to that, we have been assigned as one of China’s Mobile’s

loyalty redemption partner where we will be providing the services for their customers via our platform.

Additionally,

as previously disclosed, on July 7, 2019, JiuGe Technology, our contractually controlled affiliate, entered into that certain

Yunnan Unicom Electronic Sales Platform Construction and Operation Cooperation Agreement (the “ Cooperation Agreement ”)

with China Unicom’s Yunnan subsidiary.

Under the Cooperation Agreement, JiuGe Technology is responsible for constructing

and operating China Unicom’s electronic sales platform through which consumers can purchase various goods and services from

China Unicom, including mobile telephones, mobile telephone service, broadband data services, terminals, “smart” devices

and related financial insurance.

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

the platform’s webpage in accordance with China Unicom’s specifications and policies, and applicable law, and bear

all expenses in connection therewith.

As consideration for the service it provides under the Cooperation Agreement, JiuGe Technology

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

The Cooperation Agreement

expires three years from the date of its signature with yearly auto-renewal terms, but it may be terminated by (i) JiuGe Technology

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

the recent fiscal year, the Company expanded its offering under their telecommunication product and services by increasing their

product line revenue streams.

In March 2020, FingerMotion secured a contract with both China Mobile and China Unicom to acquire

new users to take up the respective subscription plans.

as previously disclosed, on July 7, 2019, JiuGe Technology, our contractually controlled affiliate, entered into that certain Yunnan

Unicom Electronic Sales Platform Construction and Operation Cooperation Agreement (the “ Cooperation Agreement ”) with

China Unicom’s Yunnan subsidiary.

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

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

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

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

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

As consideration

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

sales it processes for China Unicom on the platform.

The Cooperation Agreement expires three years from the date of its signature with

yearly auto-renewal terms, but it may be terminated by (i) JiuGe Technology upon three months’ written notice or (ii) by China

Unicom unilaterally.

the recent fiscal year, the Company expanded its offering under their telecommunication product and services by increasing their product

line revenue streams.

In March 2020, FingerMotion secured a contract with both China Mobile and China Unicom to acquire new users to

take up the respective subscription plans.

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

This business will continue

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

This business will continue to contribute

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

Added Product and Services

are new product and services that the Company expects to secure and work with the telecommunication provider and all our e-commerce

platform partners to market.

The current and upcoming value-added product is the Mobile Protection programs which we plan to launch

In February 2022, our contractually controlled subsidiary, JiuGe Technology, through its 99% own subsidiary TengLian

signed an agreement with both China Unicom and China Mobile to co-operate to roll out the Mobile Device protection product which

is incorporated into the Telecommunication subscription plans in line with their roll out of new mobile phones and new 5G phones.

In mid-July 2022, we launched the roll out of the Mobile Device protection product with the roll out of the new mobile phones

and 5G phones.

are new product and services that the Company expects to secure and work with the telecommunication provider and all our e-commerce platform

partners to market.

The current and upcoming value-added product is the Mobile Protection programs which we plan to launch soon.

2022, our contractually controlled subsidiary, JiuGe Technology, through its 99% own subsidiary TengLian signed an agreement with both

China Unicom and China Mobile to co-operate to roll out the Mobile Device Protection product which is incorporated into the Telecommunication

subscription plans in line with their roll out of new mobile phones and new 5G phones.

In mid-July 2022, we launched the roll out of

the Mobile Device protection product with the roll out of the new mobile phones and 5G phones.

and MMS Services

March 7, 2019, the Company through JiuGe Technology acquired Beijing XunLian TianXia Technology Co., Ltd.

Technology” ), a company in the business of providing mass SMS text services to businesses looking to communicate with

large numbers of their customers and prospective customers.

With this acquisition, the Company expanded into a second partnership

with the telecom companies by acquiring bulk Short Message Service (“SMS ”) and Multimedia Messaging Service

( “MMS” ) bundles at reduced prices and offering bulk SMS services to end consumers with competitive pricing.

FingerMotion’s subsidiary, Beijing Technology, retains a license from the Ministry of Industry and Information Technology

(“MIIT”) to operate the SMS and MMS business in the PRC.

Similar to the mobile payment and recharge business,

Beijing Technology is required to make a deposit or bulk purchase in advance and has secured business customers, including premium

car manufacturers, hotel chains, airlines and e-commerce companies, that utilize Beijing Technology’s SMS integrated platform

to send bulk SMS text messages monthly.

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

guiding the Company’s customer to meet MIIT’s guidelines on messages composed, until the SMS messages have been delivered

successfully.

( “Beijing Technology” ),

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

and prospective customers.

With this acquisition, the Company expanded into a second partnership with the telecom companies by acquiring

bulk SMS and MMS bundles at reduced prices and offering bulk SMS services to end consumers with competitive pricing.

FingerMotion’s

subsidiary, Beijing Technology, retains a license from the Ministry of Industry and Information Technology (“MIIT”)

to operate the SMS and MMS business in the PRC.

Similar to the mobile payment and recharge business, Beijing Technology is required to

make a deposit or bulk purchase in advance and has secured business customers, including premium car manufacturers, hotel chains, airlines

and e-commerce companies, that utilize Beijing Technology’s SMS integrated platform to send bulk SMS text messages monthly.

Technology has the capability to manage and track the entire process, including guiding the Company’s customer to meet MIIT’s

guidelines on messages composed, until the SMS messages have been delivered successfully.

Communication Services

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

This RCS platform

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

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

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

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

For example, with the new 5G

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

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

This will allow telecommunication providers like China Unicom and China

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

their user retention.

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

For example, with the new 5G RCS message

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

book and buy flights by sending messages.

This will allow telecommunication providers like China Unicom and China Mobile to retain users

on their systems, without having to utilize third party apps or log onto the Internet, which will increase their user retention.

this to open up a new marketing channel for the Company’s current and prospective business partners.

Data Insights

July 2020, the Company launched its proprietary technology platform “Sapientus” as its big data insights arm

to deliver data-driven solutions and insights for businesses within the insurance, healthcare, and financial services industries.

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

analytics to develop revolutionary solutions targeted towards insurance and financial consumers.

Integrating diverse publicly

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

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

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

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

The ultimate objective is to promote,

enhance and deliver better value to our partners and customers.

July 2020, the Company launched its proprietary technology platform “Sapientus” as its big data insights arm to deliver data-driven

solutions and insights for businesses within the insurance, healthcare, and financial services industries.

The Company applies its vast

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

solutions targeted towards insurance and financial consumers.

Integrating diverse publicly available information, insurance and financial

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

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

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

penetration through novel product innovation, and more.

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

partners and customers.

Company’s proprietary risk assessment engine offers standard and customized scoring and appraisal services based on multi-dimensional

The Company has the ability to provide potential customers and partners with insights-driven and technology-enabled solutions

and applications including preferred risk selection, precision marketing, product customization, and claims management (e.g.,

fraud detection).

The Company’s mission is to deliver the next generation of data-driven solutions in the financial services,

healthcare, and insurance industries that result in more accurate risk assessments, more efficient processes, and a more delightful

user experience.

or around January 25, 2021, the Company’s wholly owned subsidiary, Finger Motion Financial Company Limited’s,

big data analytic arm branded “Sapientus,” entered into a services agreement with Pacific Life Re, a global life reinsurer

serving the insurance industry with a comprehensive suite of products and services.

December 2021, the Company through JiuGe Technology formed a collaborative research alliance with Munich Re in extending

behavioral analytics to enhance understanding of morbidity and behavioral patterns in China market, with the goal of creating

value for both insurers and the end insurance consumers through better technology, product offerings and customer experience.

and applications including preferred risk selection, precision marketing, product customization, and claims management (e.g., fraud detection).

The Company’s mission is to deliver the next generation of data-driven solutions in the financial services, healthcare, and insurance

industries that result in more accurate risk assessments, more efficient processes, and a more delightful user experience.

or around January 25, 2021, the Company’s wholly owned subsidiary, Finger Motion Financial Company Limited’s, big data analytic

arm branded “Sapientus,” entered into a services agreement with Pacific Life Re, a global life reinsurer serving the insurance

industry with a comprehensive suite of products and services.

December 2021, the Company through JiuGe Technology formed a collaborative research alliance with Munich Re in extending behavioral analytics

to enhance understanding of morbidity and behavioral patterns in China market, with the goal of creating value for both insurers and

the end insurance consumers through better technology, product offerings and customer experience.

Video Game Division

video game industry covers multiple sectors and is currently experiencing a move away from physical games towards digital software.

Advances in technology and streaming now allow users to download games rather than visiting retailers.

Video game publishers are

expanding their direct-to-consumer channels with mobile gaming, the current growth leader, and eSports and virtual reality gaining

momentum as the next big sectors.

In June 2018, we temporarily paused its publishing and operating plans for existing games,

and the Company’s board of directors decided to re-focus the company’s resources into new business opportunities in

China, particularly the mobile phone payment and data business.

in technology and streaming now allow users to download games rather than visiting retailers.

Video game publishers are expanding their

direct-to-consumer channels with mobile gaming, the current growth leader, and eSports and virtual reality gaining momentum as the next

In June 2018, we temporarily paused its publishing and operating plans for existing games, and the Company’s Board

of Directors decided to re-focus the company’s resources into new business opportunities in China, particularly the mobile phone

payment and data business.

of Operations

Months Ended August 31, 2022 Compared to Three Months Ended August 31, 2021

Months Ended November 30, 2022 Compared to Three Months Ended November 30, 2021

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

three months ended

For the three months ended

Cost of revenue

11 unchanged sentences

$ (2,703,955 )

$ (1,543,135 )

Basic Loss Per Share attributable to the Company

1 unchanged sentence

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

three months ended

For the three months ended

Telecommunication Products & Services

1 unchanged sentence

Total Revenue

recorded $4,982,957 in revenue for the three months ended August 31, 2022, a decrease of $403,957 or 7%, compared to the

three months ended August 31, 2021.

This decrease resulted from a decrease in revenue of $1,532,958 from our SMS & MMS

business, offset in part by an increase in revenue of $1,099,203 and $29,798 from our Telecommunication Products & Services

and Big Data business, respectively.

The Big Data business started recording revenue as it has recently secured a new contract

with Pacific Life Re in Asia to advance to the next phase of collaboration.

The recent outbreak of Covid-19 in China and the “lockdown’

in parts of China have slightly affected our operation, thus seeing a drop in the revenues.

However, all operations are beginning

to resume back to normal.

We principally earn revenue by providing mobile payment and recharge services to customers of telecommunications

companies in China.

Specifically, we earn a negotiated rebate amount from the telecommunications companies for all monies paid

by consumers to those companies that we process.

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

will continue to grow especially with the recent new funding that we secured in August, we foresee a higher revenue from this

Our SMS texting service however shown a drop as compared to the previous quarter.

The current lower margin contribution

from this service led to the Company redistributing our resources to other higher margin services.

However, our on-going plans

to secure more corporate clientele is expected to help boost our margins moving forward.

We also earned revenue during the most

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

The Company expects

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

recorded $11,402,935 in revenue for the three months ended November 30, 2022, an increase of $5,501,036 or 93%, compared to the three

months ended November 30, 2021.

This increase resulted from an increase in revenue of $7,065,008 and $187,500 from our Telecommunication

Products & Services and Big Data business, respectively, offset in part by a decrease in revenue of $1,751,472 from our SMS &

MMS business.

We principally earn revenue by providing mobile payment and recharge services to customers of telecommunications companies

Specifically, we earn a negotiated rebate amount from the telecommunications companies for all monies paid by consumers to

those companies that we process.

An increase in this line of business was evident especially on the mobile recharge revenue as we had

deployed certain funding that we had secured in the last few months to this line of business.

We plan to continue to develop this mobile

recharge business and expect that revenues would continue to grow when we continue to deploy more funds.

In contrast, our SMS texting

service has shown a drop in revenue as compared to the previous quarter.

We are facing some challenges in this line of business due to

the ongoing Covid outbreak in China.

As for Big Data business, the revenue is ongoing with the contract secured in August 2022 with Pacific

Life Re in Asia to advance to the next phase of collaboration expected to be completed by third quarter of our next financial year.

development with other re-insurance companies is in progress.

following table sets forth the Company’s cost of revenue for the periods indicated:

three months ended

For the three months ended

Telecommunication Products & Services

1 unchanged sentence

Total Cost of Revenue

recorded $4,565,173 in costs of revenue for the three months ended August 31, 2022, a decrease of $124,885 or 3%, compared

to the three months ended August 31, 2021.

As previously mentioned, we principally earn revenue by providing mobile payment

and recharge services to customers of telecommunications companies, subscription plans, and mobile phone sales in China.

this revenue, we incur the cost of the product, and certain customer acquisition costs, including discounts to our customers and

promotional expenses, which is reflected in our cost of revenue.

gross profit for the three months ended August 31, 2022 was $417,784, a decrease of $279,072 or 40%, compared to the three

months ended August 31, 2021.

This decrease in gross profit resulted from lower revenue and lower margin for the period.

recorded $10,544,321 in costs of revenue for the three months ended November 30, 2022, an increase of $5,609,497 or 114%, compared to

the three months ended November 30, 2021.

As previously mentioned, we principally earn revenue by providing mobile payment and recharge

services to customers of telecommunications companies, subscription plans, and mobile phone sales in China.

To earn this revenue, we

incur the cost of the product, and certain customer acquisition costs, including discounts to our customers and promotional expenses,

which is reflected in our cost of revenue.

gross profit for the three months ended November 30, 2022 was $858,614, a decrease of $108,461 or 11%, compared to the three months ended

November 30, 2021.

This decrease in gross profit resulted from lower profit margin for the period.

& Depreciation

recorded depreciation of $13,466 for fixed assets for the three months ended August 31, 2022, a decrease of $936 or 7%, compared

to the three months ended August 31, 2021.

This decrease resulted from a portion of our equipment having been fully depreciated.

recorded depreciation of $17,016 for fixed assets for the three months ended November 30, 2022, an increase of $2,295 or 16%, compared

to the three months ended November 30, 2021.

This increase resulted from the purchase of equipment.

& Administrative Expenses

following table sets forth the Company’s general and administrative expenses for the periods indicated:

three months ended

For the three months ended

Entertainment

2 unchanged sentences

Total G&A Expenses

recorded $1,275,869 in general and administrative expenses for the three months ended August 31, 2022, a decrease of $169,045

or 12%, compared to the three months ended August 31, 2021.

The reduction in general and administrative expenses was principally

a result of lower consulting expenses and lower salaries and wages expenses, which was slightly offset by the increase in rent,

travelling expenses and other expenses for the three months ended August 31, 2022 compared to the three months ended August 31,

recorded $1,635,800 in general and administrative expenses for the three months ended November 30, 2022, an increase of $114,686 or 8%,

compared to the three months ended November 30, 2021.

The increase in consulting, travelling and other expenses are principally due to

the funding exercise and the Company’s promotional activities during the period.

following table sets forth the Company’s marketing cost for the periods indicated:

three months ended

For the three months ended

Marketing Cost

recorded $169,389 in marketing cost for the three months ended August 31, 2022 for our telecommunication products and services

recorded $64,012 in marketing cost for the three months ended November 30, 2022, a decrease of $176,287 or 73% compared to the three

months ended November 30, 2021.

This decrease resulted from the product mix to meet the current market scenario which incurred less promotional

Marketing costs represent the costs of promoting our product offerings through all our platforms.

1 unchanged sentence

following table sets forth the Company’s research & development for the periods indicated:

three months ended

For the three months ended

Research & Development

incurred fees of $198,104 in research & development for the three months ended August 31, 2022 as compared to $144,549

for the three months ended August 31, 2021.

The increase of $53,555 or 37% was mainly due to higher data access and usage

fees charged by telecommunications companies.

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

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

The initial phase

of business application is to focus on insurance industry particularly in the area of underwriting risk rating, complementary

claims adjudication and assessment, and risk segmentation & market penetration.

incurred fees of $180,158 in research & development for the three months ended November 30, 2022 as compared to $158,055 for the

three months ended November 30, 2021.

The increase of $22,103 or14% was mainly due to higher data access and usage fees charged by telecommunications

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

Insights are mined from a multitude

of data sources, harmonized with the objectives of our various business partners.

The initial phase of business application is to focus

on insurance industry particularly in the area of underwriting risk rating, complementary claims adjudication and assessment, and risk

segmentation & market penetration.

division comprises of experienced actuaries, data scientists and computer programmers.

expenses for research & development include associated wages and salaries, data access fees and IT infrastructure.

the past year, we have deepened the Company’s determined commitment toward working with partners in elucidating consumer

insights via big data algorithms and applying behavioral analytics to the fintech sector in sparking new innovations and commercial

applications.

the past year, we have deepened the Company’s determined commitment toward working with partners in elucidating consumer insights

via big data algorithms and applying behavioral analytics to the fintech sector in sparking new innovations and commercial applications.

The following capture the most recent accomplishments and milestones:

● Strengthening

partnership network – Signed a new agreement to advance to the next phase of collaboration with Pacific Life Re in Asia.

Upgrade of the analytic

engine – Has enriched its algorithms with more elaborative auxiliary data, which, in conjunction with its existing information

system and records, will lend transformational support and capabilities to its analytics, empowering more precise and robust

results that are suited for commercial applications.

The collaborative research studies with leading industry partners have

enhanced and validated the Company’s analytic framework and insurance risk rating services platform, which is now ready

for deployment to the wide insurance and financial services industry.

API rollout for

market adoption – The Company’s risk rating services platform is built on an application programming interface

(API) structure that is integrated with its partners’ core system, linked to an underlying data repertoire and analytic

framework that facilitates real-time rating feedback to insurance companies.

Regular API upgrades and enhancements enable

greater flexibility in tightening service integration and broadening commercial opportunities with the Company’s partners.

Official patent

recognition – Over the past two years, Sapientus has been granted seven patents by the National Copyright Administration

of China (NCAC) for the abovementioned model algorithms and technological infrastructure as well as insurance-oriented applications,

for example, Risk Rating API Design, Insurance Risk Assessment platform and Insurance Fraud Detection System (two other applications

are still pending approval).

NCAC is the governing body for patent and copyright verification and approval in China.

The Company’s

successful applications for these patents validate Sapientus’ continuing innovation in data science and its application

in the field of insurance, finance, and beyond, demonstrating the Company’s active participation and contributions to

the industry.

partnership network – Signed a new agreement to advance to the next phase of collaboration

with Pacific Life Re in Asia.

of the analytic engine – We have enriched the algorithms with more elaborative auxiliary

data, which, in conjunction with the existing information system and records, will lend transformational

support and capabilities to the analytics, empowering more precise and robust results that

are suited for commercial applications.

The collaborative research studies with leading industry

partners have enhanced and validated our analytic framework and insurance risk rating services

platform, which is now ready for deployment to the wide insurance and financial services

rollout for market adoption – Our risk rating services platform is built on an application

programming interface (API) structure that is integrated with our partners’ core system,

linked to an underlying data repertoire and analytic framework that facilitates real-time

rating feedback to insurance companies.

Regular API upgrades and enhancements enable greater

flexibility in tightening service integration and broadening commercial opportunities with

our partners.

patent recognition – Over the past two years, Sapientus has been granted eight patents

by the National Copyright Administration of China (NCAC) for the abovementioned model algorithms

and technological infrastructure as well as insurance-oriented applications, for example,

Risk Rating API Design, Insurance Risk Assessment platform and Insurance Fraud Detection

System (one other applications is still pending approval).

NCAC is the governing body for

patent and copyright verification and approval in China.

The Company’s successful applications

for these patents validate Sapientus’ continuing innovation in data science and its

application in the field of insurance, finance, and beyond, demonstrating the Company’s

active participation and contributions to the industry.

Compensation Expenses

following table sets forth the Company’s share compensation expenses for the periods indicated:

three months ended

For the three months ended

Share compensation expenses

incurred fees of $823,431 in share issuance for consultants in consideration of the services which have been provided to the Company

for the three months ended August 31, 2022 as compared to $421,571 for the three months ended August 31, 2021.

of $167,024 or 40% drop as compared to the three month period ended August 31, 2021 was due to less consulting services associated

with the Company’s up-listing process as compared to such consulting services during the three month period ended August 31,

The rationale for rewarding these consultants and advisors with shares is to minimize the usage of cash by the Company to

allow the Company to use the cash to invest in revenue-generating activities.

recorded $1,911,375 in operating expenses for the three months ended August 31, 2022, as compared to $2,084,511 in operating

expenses for the three months ended August 31, 2021.

The decrease of $173,136 or 8%, for the three months ended August 31,

2022 is as set forth above.

for the three months ended November 30, 2022 as compared to $96,891 for the three months ended November 30, 2021.

The increase of $726,540

or 750% was mainly due to more consulting and advisory services associated with the Company’s funding activities.

The rationale

for rewarding these consultants and advisors with shares is to minimize the usage of cash by the Company to allow the Company to use

the cash to invest in revenue-generating activities.

recorded $2,720,417 in operating expenses for the three months ended November 30, 2022, as compared to $2,031,080 in operating expenses

for the three months ended November 30, 2021.

The increase of $689,337 or 34%, for the three months ended November 30, 2022 is as set

Loss attributable to the Company’s shareholders

net loss attributable to the Company’s shareholders was $1,537,365 for the three months ended August 31, 2022 and $1,455,764

for the three months ended August 31, 2021.

net loss attributable to the Company’s shareholders was $2,521,992 for the three months ended November 30, 2022 and $1,036,619

for the three months ended November 30, 2021.

The increase in net loss attributable to the Company’s shareholders of $1,485,373

$81,601 or 6% resulted primarily from the lower revenue and gross profit as discussed above.

Months Ended August 31, 2022 Compared to Six Months Ended August 31, 2021

or 143% resulted primarily from the lower gross profit, increase in expenses pertaining to the funding exercise and the provision for

the mandatory default amount on the Note issued on August 9, 2022.

Months Ended November 30, 2022 Compared to Nine Months Ended November 30, 2021

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

six months ended

For the nine months ended

Cost of revenue

15 unchanged sentences

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

six months ended

For the nine months ended

Telecommunication Products & Services

1 unchanged sentence

Total Revenue

recorded $9,838,080 in revenue for the six months ended August 31, 2022, a decrease of $1,545,323 or 14%, compared to the

six months ended August 31, 2021.

This decrease resulted from decrease in revenue of $2,354,653 and $68,918 from our SMS

& MMS business and Big Data business, respectively, offset in part by an increase in revenue of $878,248 from our Telecommunication

Products & Services.

The current outbreak of Covid-19 in China and the “lockdown’ in parts of China have slightly

affected our operation, thus seeing the drop in the revenues.

As of the date of this report, all operations are slowly moving

back to pre-lockdown period.

We principally earn revenue by providing mobile payment and recharge services to customers of telecommunications

companies in China.

Specifically, we earn a negotiated rebate amount from the telecommunications companies for all monies paid

by consumers to those companies that we process.

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

will continue to grow.

Our SMS texting service has however showed a drop as compared to last year.

The current lower margin contribution

from this service led to the Company redistributing our resources to other higher margin services.

However, our on-going plans

to secure more corporate clientele is expected to help boost our margins moving forward.

We also earned revenue during the most

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

The Company expects

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

first half year of the current fiscal year, our Big Data division secured a contract with Pacific Life Re, a global life reinsurance

serving the insurance industry with a comprehensive suite of products and services, to develop a holistic multi-faceted risk rating

concept, leveraging the Company’s proprietary approach to analytics by drawing data from novel sources and filtering them

through advance algorithms with the ultimate goal to apply new insights generated from our FingerMotion’s predictive model

to the traditional insurance industry.

In August 2022, after a successful project with Pacific Life Re in Asia, we secured

a further contract to advance to the next phase of collaboration.

We expect additional revenue from this division in the future.

recorded $21,241,015 in revenue for the nine months ended November 30, 2022, an increase of $3,955,713 or 23%, compared to the nine months

ended November 30, 2021.

This increase resulted from an increase in revenue of $7,943,256 and $118,582 from our Telecommunication Products

& Services and Big Data business, respectively, offset in part by a decrease in revenue of $4,106,125 from our SMS & MMS business.

We principally earn revenue by providing mobile payment and recharge services to customers of telecommunications companies in China.

Specifically, we earn a negotiated rebate amount from the telecommunications companies for all monies paid by consumers to those companies

that we process.

The increase in this line of business especially in the mobile recharge revenue was evident as we deployed certain funding

that we had secured in the last few months to this line of business.

We plan to continue to develop our mobile recharge business and

expect that revenues would continue to grow further when we continue to deploy more funds.

In contrast, our SMS texting service has shown

a drop in revenue as compared to last year.

We are facing some challenges in this line of business due to the ongoing Covid outbreak

During the first half year of the last fiscal year, our Big Data division secured a contract with Pacific Life Re, a global

life reinsurance serving the insurance industry with a comprehensive suite of products and services, to develop a holistic multi-faceted

risk rating concept, leveraging the Company’s proprietary approach to analytics by drawing data from novel sources and filtering

them through advance algorithms with the ultimate goal to apply new insights generated from our predictive model to the traditional insurance

In August 2022, after a successful project with Pacific Life Re in Asia, we secured a further contract to advance to the next

phase of collaboration which has contributed to the current revenue recorded.

following table sets forth the Company’s cost of revenue for the periods indicated:

six months ended

For the nine months ended

Telecommunication Products & Services

1 unchanged sentence

Total Cost of Revenue

recorded $9,043,225 in costs of revenue for the six months ended August 31, 2022, a decrease of $1,023,625 or 10%, compared

to the six months ended August 31, 2021.

As previously mentioned, we principally earn revenue by providing mobile payment

and recharge services to customers of telecommunications companies, subscription plans and mobile phone sales in China.

this revenue, we incur cost of the product, certain customer acquisition costs, including discounts to our customers and promotional

expenses, which is reflected in our cost of revenue.

gross profit for the six months ended August 31, 2022 was $794,855, a decrease of $521,698 or 40%, compared to the six months

ended August 31, 2021.

This decrease in gross profit resulted from lower revenue and lower margin for the period.

recorded $19,587,546 in costs of revenue for the nine months ended November 30, 2022, an increase of $4,585,872 or 31%, compared to the

nine months ended November 30, 2021.

As previously mentioned, we principally earn revenue by providing mobile payment and recharge services

to customers of telecommunications companies, subscription plans and mobile phone sales in China.

To earn this revenue, we incur cost

of the product, certain customer acquisition costs, including discounts to our customers and promotional expenses, which is reflected

in our cost of revenue.

gross profit for the nine months ended November 30, 2022 was $1,653,469, a decrease of $630,159 or 28%, compared to the nine months ended

November 30, 2021.

This decrease in gross profit resulted from lower profit margin for the period.

& Depreciation

recorded depreciation of $27,638 for fixed assets for the six months ended August 31, 2022, a decrease of $1,185 or 4%, compared

to the six months ended August 31, 2021.

This decrease resulted from a portion of our equipment have been fully depreciated.

recorded depreciation of $44,654 for fixed assets for the nine months ended November 30, 2022, an increase of $1,110 or 3%, compared

to the nine months ended November 30, 2021.

This increase resulted from the purchase of equipment.

& Administrative Expenses

following table sets forth the Company’s general and administrative expenses for the periods indicated:

six months ended

For the nine months ended

Entertainment

2 unchanged sentences

Total G&A Expenses

recorded $2,515,419 in general and administrative expenses for the six months ended August 31, 2022, a decrease of $109,242

or 4%, compared to the six months ended August 31, 2021.

The decrease in general and administrative expenses was primarily

a result of lower consulting expenses and lower salaries and wages expenses, which was partially offset by the increase in entertainment

expenses, rent and other expenses for the six months ended August 31, 2022 compared to the six months ended August 31,

recorded $4,151,219 in general and administrative expenses for the nine months ended November 30, 2022, an increase of $5,444 or 0.13%,

compared to the nine months ended November 30, 2021.

The increased in consulting, travelling and other expenses are principally due to

the funding exercise and the Company’s promotional activities during the period.

following table sets forth the Company’s marketing cost for the periods indicated:

six months ended

For the nine months ended

Marketing Cost

recorded $226,580 in marketing cost for the six months ended August 31, 2022 for our telecommunication products and services

recorded $290,592 in marketing cost for the nine months ended November 30, 2022, a decrease of $93,789 or 24% compared to the nine months

ended November 30, 2021.

This decrease resulted from the product mix to meet the current market scenario which incurred less promotional

Marketing costs represent the costs of promoting our product offerings through all our platforms.

1 unchanged sentence

following table sets forth the Company’s research & development for the periods indicated:

six months ended

For the nine months ended

Research & Development

incurred fees of $409,751 in research & development for the six months ended August 31, 2022 as compared to $279,978

for the six months ended August 31, 2021.

The increase of $129,773 or 46% was mainly due to higher data access and usage

fees charged by telecommunications companies.

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

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

The initial phase

of business application is to focus on insurance industry particularly in the area of underwriting risk rating, complementary

claims adjudication and assessment, and risk segmentation & market penetration.

incurred fees of $589,909 in research & development for the nine months ended November 30, 2022 as compared to $438,033 for the nine

months ended November 30, 2021.

The increase of $151,876 or 35% was mainly due to higher data access and usage fees charged by telecommunications

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

Insights are mined from a multitude

of data sources, harmonized with the objectives of our various business partners.

The initial phase of business application is to focus

on the insurance industry, particularly in the area of underwriting risk rating, complementary claims adjudication and assessment, and

risk segmentation & market penetration.

division comprises of experienced actuaries, data scientists, and computer programmers.

expenses for research & development include associated wages and salaries, data access fees and IT infrastructure.

the past year, we have deepened the Company’s determined commitment toward working with partners in elucidating consumer

insights via big data algorithms and applying behavioral analytics to the fintech sector in sparking new innovations and commercial

applications.

the past year, we have deepened the Company’s determined commitment toward working with partners in elucidating consumer insights

via big data algorithms and applying behavioral analytics to the fintech sector in sparking new innovations and commercial applications.

The following capture the most recent accomplishments and milestones:

● Strengthening

partnership network – Signed a new agreement to advance to the next phase of collaboration with Pacific Life Re in Asia.

Upgrade of the analytic

engine – Has enriched its algorithms with more elaborative auxiliary data, which, in conjunction with its existing information

system and records, will lend transformational support and capabilities to its analytics, empowering more precise and robust

results that are suited for commercial applications.

The collaborative research studies with leading industry partners have

enhanced and validated the Company’s analytic framework and insurance risk rating services platform, which is now ready

for deployment to the wide insurance and financial services industry.

API rollout for

market adoption – The Company’s risk rating services platform is built on an application programming interface

(API) structure that is integrated with its partners’ core system, linked to an underlying data repertoire and analytic

framework that facilitates real-time rating feedback to insurance companies.

Regular API upgrades and enhancements enable

greater flexibility in tightening service integration and broadening commercial opportunities with the Company’s partners.

Official patent

recognition – Over the past two years, Sapientus has been granted seven patents by the National Copyright Administration

of China (NCAC) for the abovementioned model algorithms and technological infrastructure as well as insurance-oriented applications,

for example, Risk Rating API Design, Insurance Risk Assessment platform and Insurance Fraud Detection System (two other applications

are still pending approval).

NCAC is the governing body for patent and copyright verification and approval in China.

The Company’s

successful applications for these patents validate Sapientus’ continuing innovation in data science and its application

in the field of insurance, finance, and beyond, demonstrating the Company’s active participation and contributions to

the industry.

partnership network – Signed a new agreement to advance to the next phase of collaboration

with Pacific Life Re in Asia.

of the analytic engine – We have enriched the algorithms with more elaborative auxiliary

data, which, in conjunction with the existing information system and records, will lend transformational

support and capabilities to the analytics, empowering more precise and robust results that

are suited for commercial applications.

The collaborative research studies with leading industry

partners have enhanced and validated our analytic framework and insurance risk rating services

platform, which is now ready for deployment to the wide insurance and financial services

rollout for market adoption – Our risk rating services platform is built on an application

programming interface (API) structure that is integrated with our partners’ core system,

linked to an underlying data repertoire and analytic framework that facilitates real-time

rating feedback to insurance companies.

Regular API upgrades and enhancements enable greater

flexibility in tightening service integration and broadening commercial opportunities with

our partners.

patent recognition – Over the past two years, Sapientus has been granted eight patents

by the National Copyright Administration of China (NCAC) for the abovementioned model algorithms

and technological infrastructure as well as insurance-oriented applications, for example,

Risk Rating API Design, Insurance Risk Assessment platform and Insurance Fraud Detection

System (one other applications is still pending approval).

NCAC is the governing body for

patent and copyright verification and approval in China.

The Company’s successful applications

for these patents validate Sapientus’ continuing innovation in data science and its

application in the field of insurance, finance, and beyond, demonstrating the Company’s

active participation and contributions to the industry.

Compensation Expenses

following table sets forth the Company’s share compensation expenses for the periods indicated:

six months ended

For the nine months ended

Share compensation expenses

incurred fees of $1,367,909 in share issuance for consultants in consideration of the services which have been provided to the Company

for the six months ended August 31, 2022 as compared to $482,546 for the six months ended August 31, 2021.

of $61,932 or 13% was due to the engagement of various consultants to the Company that were compensated with shares of the Company.

The rationale is to minimize the usage of cash by the Company to allow the Company to use the cash to invest in revenue-generating

recorded $3,723,866 in operating expenses for the six months ended August 31, 2022, as compared to $3,560,090 in operating

expenses for the six months ended August 31, 2021.

The increase of $163,776 or 5%, for the six months ended August 31,

2022 is as set forth above.

for the nine months ended November 30, 2022 as compared to $579,437 for the nine months ended November 30, 2021.

The increase of $788,472

or 136% was due to more consulting services and advisor associated with the Company’s recent funding activities.

The rationale

for rewarding these consultants and advisors with shares is to minimize the usage of cash by the Company to allow the Company to use

the cash to invest in revenue-generating activities.

recorded $6,444,283 in operating expenses for the nine months ended November 30, 2022, as compared to $5,591,170 in operating expenses

for the nine months ended November 30, 2021.

The increase of $853,113 or 15%, for the nine months ended November 30, 2022 is as set forth

Loss attributable to the Company’s shareholders

net loss attributable to the Company’s shareholders was $2,981,488 for the six months ended August 31, 2022 and $2,367,654

for the six months ended August 31, 2021.

The increase in net loss attributable to the Company’s shareholders of $613,834

or 26% resulted primarily from the lower revenue, lower margin and increase in total operating expenses as discussed above.

net loss attributable to the Company’s shareholders was $5,503,480 for the nine months ended November 30, 2022 and $3,404,273 for

the nine months ended November 30, 2021.

The increase in net loss attributable to the Company’s shareholders of $2,099,207 or 62%

resulted primarily from the lower gross profit, increase in expenses pertaining to the funding exercise and the provision for the mandatory

default amount on the Note issued on August 9, 2022.

and Capital Resources

following table sets out our cash and working capital as of August 31, 2022 and February 28, 2022:

following table sets out our cash and working capital as of November 30, 2022 and February 28, 2022:

Cash reserves

Working capital

August 31, 2022, we had cash and cash equivalents of $1,984,562, as compared to cash and cash equivalents of $461,933 on

February 28, 2022.

In order for us to continue to operate our mobile payment business, we must deposit funds with our telecommunication

companies from time to time in order to obtain access to the mobile data and talk-time we make available to consumers on our portal.

Accordingly, the amount of cash we have on hand fluctuates significantly from period to period as explained above to ensure our

cash is being used efficiently by our operations to generate revenues.

The Company otherwise does not have any planned capital

expenditures and has historically funded its operations from revenues and sales of securities, including convertible debt securities.

We believe that our cash on hand, cash equivalents, and short-term investments, along with our revenues from operations, will

fund our projected operating requirements, fund our current operations and repay our outstanding indebtedness, in each case, for

November 30, 2022, we had cash and cash equivalents of $11,870,526, as compared to cash and cash equivalents of $461,933 at February

The increase in the cash reserves is mainly due to the recent funds that we have raised.

In order for us to continue to operate

our mobile payment business, we must deposit funds with our telecommunication companies from time to time in order to obtain access to

the mobile data and talk time we make available to consumers on our portal.

With the recent funds that we have managed to raise, we have

deployed some of these funds into operations to increase our prepayments and deposits with the telecommunication companies and in return

able to generate a higher revenue.

Accordingly, the amount of cash we have on hand fluctuates significantly from period to period as

explained above to ensure our cash is being used efficiently by our operations to generate revenues.

The Company otherwise does not have

any planned capital expenditures and has historically funded its operations from revenues and sales of securities, including convertible

debt securities.

We believe that our cash on hand, cash equivalents, and short-term investments, along with our revenues from operations,

will fund our projected operating requirements, fund our current operations and repay our outstanding indebtedness, in each case, for

at least the next 12 months.

However, to grow our business substantially, we will need to increase the amount of funds we have

deposited with the telecommunications companies for which we process mobile recharge payments.

On August 9, 2022, the Company

secured a two-year, interest-free convertible promissory note with a principal amount of $4,800,000 representing a funded amount

of $4,000,000 with a 20% coupon rate.

The proceeds received were used as working capital and deposited to the telecommunication

companies for prepaid inventories.

The Company will continue to seek additional capital through public or private sales of our

equity or debt securities, or both.

We might also enter into financing arrangements with commercial banks or non-traditional lenders.

However, we cannot provide investors with any assurance that we will be able to raise additional funding from the sale of our

equity or debt securities, or both, in order to increase our deposits with our telecommunications company clients, or if available,

that such funding will be on terms acceptable to us.

However, to grow our business substantially, we will need to increase the amount of funds we have deposited

with the telecommunications companies for which we process mobile recharge payments.

Accordingly, we intend to continue to seek additional

capital through public or private sales of our equity or debt securities, or both.

We might also enter into financing arrangements with

commercial banks or non-traditional lenders.

We cannot provide investors with any assurance that we will be able to raise additional

funding from the sale of our equity or debt securities, or both, in order to increase our deposits with our telecommunications company

clients, or if available, that such funding will be on terms acceptable to us.

of Cash flows

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

six months ended

For the nine months ended

Net cash used in operating activities

6 unchanged sentences

Flow used in Operating Activities

cash used in operating activities increased by $272,213 in the six months ended August 31, 2022 compared to the six months

ended August 31, 2021, primarily due to an increase in prepayment and deposit of ($892,358) (August 31, 2021:

($2,014,573)),

a decrease in accounts payable of ($1,778,928) (August 31, 2021:

($86,230)) and decrease in accrual and other payable of

($585,539) (August 31, 2021:

offset by a decrease in account receivable of $1,686,094 (August 31, 2021:

decrease in other receivable of $14,789 (August 31, 2021:

($663,370)) and decrease in inventories of $1,289 (August 31,

cash used in operating activities increased by $477,753 in the nine months ended November 30, 2022 compared to the nine months ended

November 30, 2021, primarily due to an increase in prepayment and deposit of ($1,695,534) (November 30, 2021:

($2,798,735)), a decrease

in accounts payable of ($1,871,709) (November 30, 2021:

($798,171)) and decrease in lease liability of ($1,322) (November 30, 2021:

offset by a decrease in account receivable of $555,729 (November 30, 2021:

$760,120), decrease in other receivable of $141,173 (November

($646,529)), decrease in inventories of $1,253 (November 30, 2021:

($14,508)) and an increase in accrual and other payables

of $1,093,377 (November 30, 2021:

Flow used in Investing Activities

the six months ended August 31, 2022, investing activities decreased by $8,505 compared to the six months ended August 31,

the nine months ended November 30, 2022, investing activities increased by $53,985 compared to the nine months ended November 30, 2021.

Flow provided by Financing Activities

the six months ended August 31, 2022, financing activities increased by $1,948,709 compared to the six months ended August 31,

2021, which was primarily due to the issuance of convertible notes.

the nine months ended November 30, 2022, financing activities increased by $12,185,807 compared to the nine months ended November 30,

2021, which was primarily due to the issuance of convertible notes and the proceeds from issuance of shares of our common stock.

Sheet Arrangements

are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition,

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

that is material to investors.

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

is material to investors.

Accounting Policies

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

Summary of Principal Accounting Policies of

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

Data in our Annual Report on Form 10-K for our fiscal year ended February 28, 2022.

to “Critical Accounting Policies” under Item 7, Management’s Discussion and Analysis of Financial Condition

and Results of Operations in our Annual Report on Form 10-K for our fiscal year ended February 28, 2022.

Summary of Principal Accounting Policies of the Notes

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

Report on Form 10-K for our fiscal year ended February 28, 2022.

to “Critical Accounting Policies” under Item 7, Management’s Discussion and Analysis of Financial Condition and Results

of Operations in our Annual Report on Form 10-K for our fiscal year ended February 28, 2022.

Issued Accounting Pronouncements

Company does not believe recently issued but not yet effective accounting standards, if currently adopted, would have a material

effect on the consolidated financial position, statements of operations and cash flows.

Company does not believe recently issued but not yet effective accounting standards, if currently adopted, would have a material effect

on the consolidated financial position, statements of operations and cash flows.

3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

a smaller reporting company as defined in Rule 12b-2 under the Exchange Act, the Company is not required to provide the information

required by this item.

a smaller reporting company as defined in Rule 12b-2 under the Exchange Act, the Company is not required to provide the information required

by this item.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis