What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2023-05-30 compared with 2022-05-31 · 321 added, 201 removed, 628 unchanged (45% of the section changed)

5 unchanged sentences

of Independent Registered Public Accounting Firm

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

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

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

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

Consolidated Balance Sheets at February 28, 2023 and February 28, 2022

Consolidated Statements of Operations for the years ended February 28, 2023 and February 28, 2022

Consolidated Statement of Shareholders’ Equity for the years ended February 28, 2023 and February 28, 2022

Consolidated Statements of Cash Flows for the years ended February 28, 2023 and February 28, 2022

to the Consolidated Financial Statements

18 unchanged sentences

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

in Note 3 to the consolidated financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency

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

Managements plans in regard to these matters are

also described in Note 3.

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

this uncertainty.

in Note 3 to the consolidated financial statements, the Company has suffered recurring losses from operations that raise substantial

doubt about its ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note

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

financial statements are the responsibility of the Company’s management.

29 unchanged sentences

We have served as the Company’s auditor since 2017

PCAOB ID # 2769

FingerMotion,

5 unchanged sentences

Other receivables

Current Assets

Total Current Assets

Non-current Assets

1 unchanged sentence

Right-of-use asset

Non-current Assets

Total Non-current Assets

LIABILITIES AND SHAREHOLDER’S DEFICIT

2 unchanged sentences

Accrual and other payables

Loan payable, current portion

Stock subscription payables

Convertible notes payable, current portion

Lease liability, current portion

Current Liabilities

Total Current Liabilities

Non-current Liabilities

Loan payable, non-current portion

Convertible notes payable, non-current portion

Lease liability, non-current portion

Non-current Liabilities

Total Non-current Liabilities

TOTAL LIABILITIES

28 unchanged sentences

Stock compensation expenses

( 2,018,479 )

Total operating expenses

8 unchanged sentences

Exchange rate gain (loss)

Gain on disposal of subsidiary

Total other income (expense)

28 unchanged sentences

Statement of Shareholders’ Equity

Paid-in capital

Comprehensive

1 unchanged sentence

Non-controlling

Balance at March

at March 1, 2022

( 17,152,172 )

Common stock issued for cash

Common stock issued for professional

Execution of convertible notes

Stock subscribed / (cancelled)

paid-in capital - stock

Accumulated other comprehensive

stock issued for cash

stock issued for professional service

of convertible notes

exercise of warrants

paid-in capital - stock options

other comprehensive income

( 7,539,142 )

3 unchanged sentences

( 24,691,314 )

Paid-in capital

Comprehensive

1 unchanged sentence

Non-controlling

Balance at March 1, 2020

at March 1, 2021

( 12,208,728 )

Common stock issued for cash

Common stock issued for professional

Execution of convertible notes

Stock subscribed / (cancelled)

Accumulated other comprehensive

stock issued for cash

stock issued for professional service

of convertible notes

subscribed / (cancelled)

paid-in capital - stock options

other comprehensive income

( 4,943,444 )

10 unchanged sentences

Amortization and depreciation

Impairment of intangible assets

Gain on disposal of subsidiary

Impairment of fixed assets

Cashless exercise of warrants

Change in operating assets and liabilities:

(Increase) decrease in accounts receivable

( 1,437,329 )

(Increase) decrease in prepayment and deposit

( 1,074,983 )

( 2,684,965 )

(Increase) decrease in other receivable

( 1,872,266 )

(Increase) decrease in inventories

Increase (decrease) in accounts payable

( 3,237,152 )

Increase (decrease) in accrual and other payables

8 unchanged sentences

Cash flows from financing activities

Repayment to related parties

( 1,351,107 )

Execution of convertible notes

( 1,000,000 )

Proceed from loan payable

Proceed form convertible notes

Proceed form loan payable

Repayment of convertible notes

Advances from stock subscription payable

Common stock issued for cash

Cancellation of shares

Net cash provided by (used in) financing activities

1 unchanged sentence

Net change in cash

Cash at beginning of period

Cash at end of period

Cash at beginning of year

Cash at end of year

Major non-cash transactions:

Conversion of loan payables to shares

Execution of convertible note / Conversion of loan payables to shares

Supplemental disclosures of cash flow information:

2 unchanged sentences

FingerMotion,

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

the State of Delaware.

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

of the State of Delaware.

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

2 unchanged sentences

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

In July 2017 the Company acquired all of the

outstanding shares of Finger Motion Company Limited (FMCL), a Hong Kong corporation that is an information technology company

which specialize in operating and publishing mobile games.

In July 2017 the Company acquired all of

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

company which specialize in operating and publishing mobile games.

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

26 unchanged sentences

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.

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

and commitments of JiuGe Technology.

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

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

4 unchanged sentences

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

the mobile phone sales in China.

mobile phone sales in China.

It is 99% owned by JiuGe Technology.

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

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

to venture into R&D projects.

34 unchanged sentences

of the Company as of February 28, 2023 and February 28, 2022:

Schedule of Variable Interest Entities

and liabilities of the VIE

Schedule of variable interest entity

February 28, 2023

124 unchanged sentences

and equipment are stated at cost.

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

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

Estimated useful lives range from three to seven years .

classified as held for sale when management has the ability and intent to sell, in accordance with ASC Topic 360-45.

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

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

Estimated useful lives range from three 3

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

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

59 unchanged sentences

$ 4,940,548 for the years ended February 28, 2023 and February 28, 2022, respectively.

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

its business model, and ultimately, attain profitable operations.

Company’s continuation as a going concern depends on its ability to obtain additional financing to fund operations, implement its

business model, and ultimately, attain profitable operations.

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

including equity and debt financing or any similar financing.

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

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

Any additional equity or debt financing

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

The Companys

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

There can be no assurance that the Company can obtain additional equity

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

Any additional equity or debt financing may involve

substantial dilution to the Company’s stockholders, restrictive covenants, or high interest costs.

The Company’s long-term

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

recorded $ 34,054,205 and $ 22,927,415 in revenue, respectively, for the years ended February 28, 2023 and February 28, 2022.

Schedule of revenue

For the Year Ended

February 28, 2023

For the Year Ended

February 28, 2022

3 unchanged sentences

February 28, 2023 and February 28, 2022, the company has the following amounts related to tangible assets:

Schedule of property, plant and equipment

February 28, 2023

4 unchanged sentences

Depreciation expense for the years ended February 28, 2023 and February 28,

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

2022 totaled $ 20,801 and $ 14,039 , respectively.

6 – Intangible Assets

February 28, 2023 and February 28, 2022, the company has the following amounts related to intangible assets:

of Intangible Assets

Schedule of intangible assets

February 28, 2023

1 unchanged sentence

Mobile applications

Gross Intangible Assets

accumulated amortization

5 unchanged sentences

7 – Prepayment and Deposit

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

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

Our current vendors are China Unicom and China Mobile

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

Deposits also includes payments placed into

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

Deposits include payments placed into the

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

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

of Prepayment and Deposit

Schedule of prepaid expense

February 28, 2023

14 unchanged sentences

Prepayment and deposit

8 – Other Receivables

Schedule of other receivables

February 28, 2023

February 28, 2022

Other receivables represent:

Advances to suppliers

In-transit capital injection for a subsidiary

9 – Right-of-use Asset and Lease Liability

8 unchanged sentences

leases with an initial term of twelve months or less.

These leases are not recorded on the Companys balance sheet.

All operating

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

These leases are not recorded on the Company’s Consolidated balance sheet.

All operating lease expense is recognized on a straight-line basis over the lease term in the year ended February 28, 2023.

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

lease liability

Schedule of operating leases assets and liabilities

February 28, 2023

February 28, 2022

Right-of-use asset

Right-of-use asset, net

Lease Liability

Current lease liability

Non-current lease liability

Total lease liability

lease term and discount rate

4 unchanged sentences

following table summarizes the future minimum lease payments due under the Company’s operating leases as of February 28, 2023:

Schedule of Future Lease Minimum Lease Payment

Schedule of future minimum lease payments due

imputed interest

Total lease liability

9 – Loan Payable

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

of Loan Payable

April 8, 2020 to April 7, 2022

April 16, 2020 to April 15, 2022

July 29, 2020 to July 28, 2021

August 1, 2021 to January 31, 2022

Due to Related Parties

Due to Related Parties, Current

Due to Related Parties, Non-Current

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

Loans from Mr.

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

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

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

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

of $2.50 per share.

9 – Loan Payable (continued)

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

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

of $0.50 per share.

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

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

of $0.50 per share.

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

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

$5.00 per share.

10 – Convertible Notes Payable

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

The note is convertible

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

secured, two-year, interest-free convertible promissory note with a principal amount of $ 4,800,000 was issued on August 9, 2022 representing

a funded amount of $4,000,000 and a coupon of 20% (the “Note”).

The principal amount is payable commencing 180 days after

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

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

The note shall be available to be converted by the holder

any time after the earlier of 6 months from the date of issuance or the date of effectiveness of the registration statement covering

the applicable conversion shares into $ 0.0001 par value Common stock at $ 2.00 per share subject to adjustment as provided therein.

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

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

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

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

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

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

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

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

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

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

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

transaction documents or applicable law.

10 – Convertible Notes Payable (continued)

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

Note, which is $ 5,280,000 .

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

accelerating the Mandatory Default Amount to be due and payable.

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

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

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

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

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

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

11 - Common Stock

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

shares of common stock to consultants.

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

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

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

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

April 14, 2021, the Company issued 5,000 shares of our common stock at price of $2.00 per share to one individual pursuant to a consulting

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

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

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

March 7, 2022 the Company issued 5,000 shares of our common stock at a deemed price of $5.00 per share to one entity pursuant to a consulting

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

to a consulting agreement.

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

and one entity pursuant to consulting agreements.

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

consulting agreement.

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

consulting agreement.

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

consulting agreement.

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

to a consulting agreement.

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

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

a consulting agreement.

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

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

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

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

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

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

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

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

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

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

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

agreement as amended.

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

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

and one entity pursuant to consulting agreements.

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

consulting agreement.

October 19, 2022, the Company issued an aggregate of 25,000 shares of our common stock at a deemed price of $2.85 per share to two individuals

and one entity pursuant to consulting agreements.

11 - Common Stock (continued)

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

a consulting agreement.

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

October 19, 2022, the Company issued 10,000 shares of our common stock at a deemed price of $3.66 per share to one individual pursuant

to a consulting agreement.

October 19, 2022, the Company issued 5,000 shares of our common stock at a deemed price of $2.56 per share to one entity pursuant to

a consulting agreement.

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

exercise of warrants.

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

exercise of warrants.

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

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

a consulting agreement.

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

a consulting agreement.

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

to a consulting agreement.

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

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

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

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

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

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

January 19, 2023, the Company issued 5,000 shares of our common stock at a deemed price of $1.70 per share to one entity pursuant to

a consulting agreement.

January 19, 2023 , the Company issued an aggregate of 25,000 shares of our common stock at

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

January 19, 2023, the Company issued 125,000 shares of our common stock at a deemed price of $1.44 per share to one entity pursuant to

a consulting agreement.

January 19, 2023, the Company issued 16,313 shares of our common stock at a deemed price of $5.19 per share to one entity pursuant to

a consulting agreement.

January 19, 2023, the Company issued 40,000 shares of our common stock at a deemed price of $4.15 per share to one entity pursuant to

a consulting agreement.

February 7, 2023, the Company issued 1,721,766 shares of common stock at deemed price of $1.75

per share to its primary lender pursuant to the cashless exercise of warrants of the convertible promissory note (the “Note”)

issued to the Company’s primary lender on August 9, 2022.

February 7, 2023, the Company issued 25,000 shares of our common stock at a deemed price of $1.22 per share to one entity pursuant to

a consulting agreement.

11 - Common Stock (continued)

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

to the exercise of warrants.

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

February 16, 2023, the Company issued 500,000 shares of common stock at price of $ 2.00 per share

to its primary lender pursuant to the conversion of $ 1,000,000 of principal amount of the convertible promissory note (the “Note”)

issued to the Company’s primary lender on August 9, 2022.

February 22, 2023, the Company issued 500,000 shares of common stock at price of $ 2.00 per share

to its primary lender pursuant to the conversion of $ 1,000,000 of principal amount of the convertible promissory note (the “Note”)

issued to the Company’s primary lender on August 9, 2022

February 28, 2023, the Company issued 150,000 shares of our common stock at a deemed price of $ 0.74 per share to one individual pursuant

to a consulting agreement.

February 28, 2023, the Company issued 7,500 shares of our common stock at a deemed price of $ 2.47 per share to one entity pursuant to

a consulting agreement.

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

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

consulting agreement.

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

of February 28, 2023, and February 28, 2022, there were 49,432,214 and 42,627,260 shares of the Company’s common stock issued and

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

Share Purchase Warrants

A continuity schedule of

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

Purchase Warrants

continuity schedule of outstanding stock purchase warrants as at February 28, 2023, and the changes during the periods, is as follows:

Schedule of outstanding share purchase warrants

Weighted Average

5 unchanged sentences

Balance, February 28, 2022

During Fiscal 2022 and Fiscal

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

A summary of share purchase warrants outstanding

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

Issued in Connection with August 2022 Offering

Issued in Connection with September 2022 Offering

Issued in Connection with November 2022 Offering

Issued in Connection with October 2022 Offering

Cashless Exercised

( 3,478,261 )

Balance, February 28, 2023

Fiscal 2023 and Fiscal 2022, we received cash proceeds totaling $ 470,000 and $ 539,998 , respectively, from the exercise of stock purchase

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

the Company issued to the Investor a common stock purchase warrant (the “Warrant”) to acquire 3,478,261 shares of common

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

February 6, 2023, the Investor exercised the Warrant on the cashless exercise basis for all 3,478,261 warrants, resulting in the issuance

of 1,721,766 shares of common stock.

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

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

share (the “October 2020 Warrants”).

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

In addition, 50,000

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

Purchase Warrants (continued)

November 3, 2022, the Company issued 350,000 common stock purchase warrants to purchase 350,000 shares of its common stock at a price

of $5.00 per share until September 19, 2024 to one individual pursuant to a consulting agreement.

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

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

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

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

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

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

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

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

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

January 13, 2023, the Company’s board of directors has authorized a six month extension to the expiry date of the common stock

purchase warrants that the Company issued on January 13, 2021 which have an expiry date of January 13, 2023 and an exercise price of

$3.00 per share (the “January 2021 Warrants”).

The new expiry date of the January 2021 Warrants is July 13, 2023.

February 28, 2023, the Company issued 125,000 common stock purchase warrants to purchase 125,000 shares of its common stock at a price

of $ 5.00 per share until October 1, 2024 to one entity pursuant to a consulting agreement.

summary of stock purchase warrants outstanding and exercisable as at February 28, 2023 is as follows:

Schedule of share purchase warrants outstanding and exercisable

Number of Warrants

1 unchanged sentence

Exercise Price

Stock Options

December 28, 2021, we granted an aggregate of 4,545,000 stock options pursuant to our 2021 Stock Incentive Plan having an exercise

2 unchanged sentences

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

Securities Act provided by Rule 903 of Regulation

S promulgated under the U.S.

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

persons, and upon the exemption

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

Securities Act provided by Rule 903 of

Regulation S promulgated under the U.S.

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

persons and upon

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

Securities Act for two individuals who are U.S.

The stock options are all

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

The fair value of these stock

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

Year Ended February 28,

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

of the date of grant.

At our annual meeting of stockholders held on February 17, 2023, the stockholders approved an amendment to the exercise

price of the outstanding stock options from $8.00 to $3.84.

fair value of these stock options was estimated at the date of grant, using the Black-Scholes Option Valuation Model, with the following

weighted average assumptions:

Schedule of valuation assumptions

Expected Risk-Free Interest Rate

3 unchanged sentences

Weighted-Average Grant Date Fair Value

A continuity schedule of

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

Number of Stock

continuity schedule of outstanding stock options as of February 28, 2023, and the changes during the period, is as follows:

Schedule of stock option activity

Number of Stock Options

Exercise Price

2 unchanged sentences

Balance, February 28, 2023

The table below sets forth

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

Year Ended February 28,

Number of Options Exercised on Forfeiture Basis

Number of Options Exercised on Cash Basis

Total Number of Options Exercised

Number of Shares Issued on Cash Exercise

Number of Shares Issued on Forfeiture Basis

Total Number of Shares Issued Upon Exercise of Options

Cash Received from Exercise of Stock Options

Total Intrinsic Value of Options Exercised

A continuity schedule of outstanding unvested

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

Number of Unvested

Weighted Average

Stock Options

Grant Date Fair Value

Balance, February 28, 2020

Cancelled/Forfeited

Balance, February 28, 2021

Balance, February 28, 2022

As at February 28, 2022,

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

A summary of stock options

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

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

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

of Options Exercised on Forfeiture Basis

of Options Exercised on Cash Basis

Number of Options Exercised

of Shares Issued on Cash Exercise

of Shares Issued on Forfeiture Basis

Number of Shares Issued Upon Exercise of Options

Received from Exercise of Stock Options

Intrinsic Value of Options Exercised

Options (continued)

continuity schedule of outstanding unvested stock options at February 28, 2023, and the changes during period, is as follows:

Schedule of unvested restricted stock

Date Fair Value

February 28, 2021

February 28, 2022

February 28, 2023

of February 28, 2023, the aggregate intrinsic value of all outstanding stock options granted was estimated at $ 0 as the current price

is lower than the revised strike price.

summary of stock options outstanding and exercisable as of February 28, 2023 is as follows:

Schedule of stock options

Options Outstanding

6 unchanged sentences

Contractual Term

Exercisable at

February 28, 2022

Exercisable at February 28, 2023

Exercise Price

1 unchanged sentence

Contractual Term

$ 7.00 to $ 9.00

12 - Earnings Per Share

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

of Earning Per Share

Schedule of basic and diluted earnings per common share

For the years ended

21 unchanged sentences

People’s Republic of China (PRC)

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

tax at 25 % .

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

and subject to PRC income tax at 25 % .

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

1 unchanged sentence

effective income tax rates for the years ended February 28, 2023 and February 28, 2022 are as follows:

of Effective Income Tax Rate

Schedule of effective income tax rate reconciliation

For the years ended

February 28, 2023

26 unchanged sentences

Deferred tax asset, net

13 - Related Parties Transaction

of related parties

with the Company

Liew Yow Ming

Non-controlling

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

of Related Parties Transactions

February 28, 2022

February 28, 2021

Loan payables

Liew Yow Ming

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

Interest expenses incurred were $ 170,141

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

14 - Commitments and Contingencies

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

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

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

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

principal amount less a coupon of 20%).

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

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

price shall be reduced to such price.

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

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

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

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

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

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

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

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

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

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

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

transaction documents or applicable law.

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

Note, which is $ 5,280,000 .

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

accelerating the Mandatory Default Amount to be due and payable.

On February 15, 2023 and February 22, 2023, the Investor provided notice

of partial conversion of the Note of 500,000 shares respectively on each date amounting to a total conversion of $ 2,000,000 of principal

On March 17, 2023, the Investor again provided notice of conversion of the Note of 2,465,816 shares amounting to a total of conversion

of $ 2,128,000 of principal amount.

On or about April 6, 2023, the Company paid the full outstanding balance of the Note which also includes

the 10% Mandatory Default Amount.

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

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

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

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

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

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

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

4 unchanged sentences

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data