What changed in this filing

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Item 1. Financial Statements

2023-07-14 compared with 2023-01-17 · 978 added, 283 removed, 649 unchanged (66% of the section changed)

2 unchanged sentences

CONSOLIDATED INTERIM FINANCIAL STATEMENTS

the nine months ended November 30, 2022

the three months ended May 31, 2023

- Expressed in U.S.

15 unchanged sentences

Accrual and other payables

Stock subscription payables

Convertible notes payable, current portion

12 unchanged sentences

Authorized 200,000,000 shares;

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

issued and outstanding 51,988,030 shares and 49,432,214 issued and outstanding at May 31, 2023 and February 28, 2023 respectively

Additional paid-in capital

8 unchanged sentences

TOTAL LIABILITIES AND SHAREHOLDERS EQUITY

FingerMotion, Inc.

Unaudited Condensed Consolidated Statements of Operations

FingerMotion,

Condensed Consolidated Statements of Operations

Three Months Ended

Nine Months Ended

Cost of revenue

1 unchanged sentence

( 4,478,052 )

( 19,587,546 )

( 15,001,674 )

Amortization & depreciation

2 unchanged sentences

( 1,239,550 )

( 4,151,219 )

( 4,145,775 )

Marketing Cost

1 unchanged sentence

Stock compensation expenses

( 1,367,909 )

Total operating expenses

1 unchanged sentence

( 1,812,491 )

( 6,444,283 )

( 5,591,170 )

Net loss from operations

1 unchanged sentence

( 1,435,420 )

( 4,790,814 )

( 3,307,542 )

Other income (expense):

6 unchanged sentences

$ ( 1,444,668 )

$ ( 5,504,481 )

$ ( 3,401,295 )

Income tax expenses

1 unchanged sentence

$ ( 1,444,668 )

$ ( 5,504,481 )

$ ( 3,401,295 )

Net profit attributable to the non-controlling interest

2 unchanged sentences

$ ( 1,444,123 )

$ ( 5,503,480 )

$ ( 3,404,273 )

Other comprehensive income:

3 unchanged sentences

$ ( 1,749,493 )

$ ( 6,214,913 )

$ ( 3,345,662 )

comprehensive income (loss) attributable to non-controlling interest

2 unchanged sentences

$ ( 1,749,404 )

$ ( 6,214,199 )

$ ( 3,345,830 )

NET LOSS PER SHARE

6 unchanged sentences

Weighted Average Common Shares Outstanding - Diluted

FingerMotion, Inc.

Unaudited Condensed Consolidated Statement of Shareholders’ Equity

Capital Paid in Excess of

Paid-in Capital - Stock

Other Comprehensive

FingerMotion,

Condensed Consolidated Statement of Shareholders Equity

Paid-in capital

Comprehensive

Stockholders

Non-controlling

stock options

Balance at March 1, 2023

2 unchanged sentences

Common stock issued for professional service

Execution of convertible notes

Accumulated other comprehensive income

4 unchanged sentences

( 25,956,785 )

Common stock issued for cash

Common stock issued for professional service

Accumulated other comprehensive income

( 1,537,365 )

( 1,538,095 )

Balance at August 31, 2022

( 20,133,660 )

Common stock issued for cash

Common stock issued for professional service

Accumulated other comprehensive income

( 2,521,992 )

( 2,521,718 )

Balance at November 30, 2022

( 22,655,652 )

Capital Paid in Excess of

Paid-in Capital - Stock

Other Comprehensive

Paid-in capital

Comprehensive

Stockholders

Non-controlling

stock options

Balance at March 1, 2022

1 unchanged sentence

Common stock issued for cash

Common stock issued for professional

Accumulated other comprehensive

at May 30, 2021

( 13,120,618 )

Common stock issued for cash

Common stock issued for professional

Execution of convertible notes

Accumulated other comprehensive

( 1,455,764 )

( 1,454,617 )

at August 31, 2021

( 14,576,382 )

Common stock issued for cash

Common stock issued for professional

Accumulated other comprehensive

Common stock issued for professional service

Accumulated other comprehensive income

( 1,444,123 )

1 unchanged sentence

( 1,444,668 )

at November 30, 2021

Balance at May 31, 2022

( 18,596,295 )

FingerMotion, Inc.

Unaudited Condensed Consolidated Statements of Cash Flows

Nine Months Ended

FingerMotion,

Condensed Consolidated Statements of Cash Flows

Three Months Ended

$ ( 1,264,262 )

3 unchanged sentences

Amortization and depreciation

Impairment of fixed assets

Change in operating assets and liabilities:

1 unchanged sentence

(Increase) decrease in prepayment and deposit

( 1,695,534 )

( 2,798,735 )

(Increase) decrease in others receivable

(Increase) decrease in inventories

( 1,659,906 )

Increase (decrease) in accounts payable

4 unchanged sentences

( 2,577,951 )

( 5,122,691 )

Cash flows from investing activities

3 unchanged sentences

Proceed from convertible note

Proceed from loan payable

Advances from stock subscription payables

Repayment of convertible note

( 1,135,333 )

Common stock issued for cash

Net cash provided by (used in) financing activities

( 1,075,333 )

Effect of exchange rates on cash and cash equivalents

Net change in cash

( 3,815,329 )

Cash at beginning of period

5 unchanged sentences

FINGERMOTION,

months ended November 30, 2022 and 2021

months ended May 31, 2023 and 2022

to the Condensed Consolidated Financial Statements

1 unchanged sentence

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 JiuGe Technology.

and commitments of the JiuGe Technology.

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

5 unchanged sentences

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

mobile phone sales in China.

the mobile phone sales in China.

It is 99% owned by JiuGe Technology.

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

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

to venture into R&D projects.

FINGERMOTION,

months ended November 30, 2022 and 2021

months ended May 31, 2023 and 2022

to the Condensed Consolidated Financial Statements

31 unchanged sentences

FINGERMOTION,

months ended November 30, 2022 and 2021

months ended May 31, 2023 and 2022

to the Condensed Consolidated Financial Statements

1 unchanged sentence

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

statements of the Company as of November 30, 2022 and February 28, 2022:

statements of the Company as of May 31, 2023 and February 28, 2023:

and liabilities of the VIE

Schedule of variable interest entity

November 30, 2022

February 28, 2023

4 unchanged sentences

Total liabilities

and liabilities of the VIE’s Subsidiaries

November 30, 2022

and liabilities of the VIE Subsidiary

February 28, 2023

5 unchanged sentences

FINGERMOTION,

months ended November 30, 2022 and 2021

months ended May 31, 2023 and 2022

to the Condensed Consolidated Financial Statements

1 unchanged sentence

Result of VIE

For the Three Months Ended

Cost of revenue

( 5,346,244 )

Gross profit (loss)

( 1,149,147 )

Amortization and depreciation

General and administrative expenses

( 1,664,299 )

( 1,702,284 )

Marketing cost

3 unchanged sentences

$ ( 752,417 )

Profit (loss) from operations

Loss from operations

$ ( 285,669 )

1 unchanged sentence

Interest income

Total other income (expense)

Total other income

Net profit (loss)

1 unchanged sentence

$ ( 457,394 )

Result of VIE’s Subsidiaries

nine months Ended

Result of VIE Subsidiary

For the Three Months Ended

Cost of revenue

1 unchanged sentence

( 3,328,904 )

Gross profit (loss)

Amortization and depreciation

4 unchanged sentences

$ ( 142,361 )

$ ( 504,456 )

Profit (loss) from operations

$ ( 100,178 )

Loss from operations

Interest income

Total other income (expense)

Total other income

Net profit (loss)

$ ( 100,082 )

FINGERMOTION,

months ended November 30, 2022 and 2021

months ended May 31, 2023 and 2022

to the Condensed Consolidated Financial Statements

25 unchanged sentences

economy or other industry changes.

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

the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value.

carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized

to the extent that the carrying value exceeds its fair value.

Fair value is determined through various valuation techniques, including

discounted cash flow models, relief from royalty income approach, quoted market values and third-party independent appraisals, as considered

If circumstances require a long-lived asset or asset group to be tested for possible impairment, the

Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value.

If the carrying

value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the

extent that the carrying value exceeds its fair value.

Fair value is determined through various valuation techniques, including discounted

cash flow models, relief from royalty income approach, quoted market values and third-party independent appraisals, as considered necessary.

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

of the respective assets.

The assumptions and estimates used to determine future values and the remaining useful lives of long-lived

assets are complex and subjective.

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

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

The assumptions and estimates used to determine future values and remaining useful lives of long-lived assets

are complex and subjective.

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

and internal factors such as the Companys business strategy and its forecasts for specific market expansion.

Receivable and Concentration of Risk

6 unchanged sentences

FINGERMOTION,

months ended November 30, 2022 and 2021

months ended May 31, 2023 and 2022

to the Condensed Consolidated Financial Statements

18 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 3 to 7 seven

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

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.

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

10 unchanged sentences

FINGERMOTION,

months ended November 30, 2022 and 2021

months ended May 31, 2023 and 2022

to the Condensed Consolidated Financial Statements

44 unchanged sentences

FINGERMOTION,

months ended November 30, 2022 and 2021

months ended May 31, 2023 and 2022

to the Condensed Consolidated Financial Statements

2 unchanged sentences

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

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

of $ 5,504,481 and $ 3,401,295 for the nine months ended November 30, 2022 and 2021, respectively.

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

business model, and ultimately, attain profitable operations.

had an accumulated deficit of $ 25,956,785 and $ 24,691,314 as at May 31, 2023 and February 28, 2023 respectively, and had a net loss of

$ 1,264,262 and $ 1,444,668 for the three months ended May 31, 2023 and 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.

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

including equity and debt financing or any similar financing.

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

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

Any additional equity or debt financing may involve

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

The Company’s long-term

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

recorded $ 21,241,015 and $ 17,285,302 in revenue, respectively, for the nine months ended November 30, 2022 and 2021.

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

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

Any additional equity or debt financing

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

The Companys

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

recorded $ 12,169,091 and $ 4,855,123 in revenue, respectively, for the three months ended May 31, 2023 and 2022.

Schedule of revenue

For the nine months ended

For the three months ended

Telecommunication Products & Services

1 unchanged sentence

5 – Equipment

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

May 31, 2023 and February 28, 2023, the company has the following amounts related to tangible assets:

Schedule of property, plant and equipment

February 28, 2023

accumulated depreciation

1 unchanged sentence

significant residual value is estimated for the equipment.

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

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

Depreciation expense for the three months ended May 31, 2023 and 2022 totaled

$ 7,943 and $ 3,079 , respectively.

FINGERMOTION,

months ended November 30, 2022 and 2021

months ended May 31, 2023 and 2022

to the Condensed Consolidated Financial Statements

6 – Intangible Assets

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

May 31, 2023 and February 28, 2023, the company has the following amounts related to intangible assets:

Schedule of intangible assets

February 28, 2023

Mobile applications

3 unchanged sentences

significant residual value is estimated for these intangible assets.

Amortization expenses for the nine months ended November 30, 2022

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

Amortization expense for the three months ended May 31, 2023 and

2022 totaled $ 10,399 and $ 11,093 , respectively.

7 – Prepayment and Deposit

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

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

Our current vendors are China Unicom and China Mobile

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

Deposits include payments placed into the

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

Deposits also includes payments placed into

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

The platforms are PinDuoDuo, Tmall and JD.com.

Schedule of prepaid expense

February 28, 2023

Telecommunication Products & Services

4 unchanged sentences

Prepayment and deposit

February 28, 2023

SMS & MMS Business

5 unchanged sentences

FINGERMOTION,

months ended November 30, 2022 and 2021

months ended May 31, 2023 and 2022

to the Condensed Consolidated Financial Statements

8 – Other Receivables

May 31, 2023 and February 28, 2023, the company has the following amounts related to other receivables:

Schedule of other receivables

February 28, 2023

Other receivables represent:

Advances to suppliers

In-transit capital injection for a subsidiary

Loan for capital injection for a subsidiary

9 – Right-of-use Asset and Lease Liability

4 unchanged sentences

right to use the underlying asset for the lease term.

The Company’s obligations to make lease payments are included in "Lease

The Companys obligation to make lease payments are included in Lease

liability on the Companys Condensed Consolidated Balance Sheet.

3 unchanged sentences

Balance Sheet.

All operating lease expense is recognized on a straight-line basis over the lease term in the nine months ended November

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

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

Schedule of operating leases assets and liabilities

February 28, 2023

Right-of-use asset

7 unchanged sentences

Weighted-average discount rate

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

following table summarizes the future minimum lease payments due under the Companys operating leases as of May 31, 2023:

Schedule of future minimum lease payments due

2 unchanged sentences

FINGERMOTION,

months ended November 30, 2022 and 2021

months ended May 31, 2023 and 2022

to the Condensed Consolidated Financial Statements

9 - Convertible Notes Payable

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

10 - Convertible Note Payable

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

The note is convertible

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

April 28, 2023, the Company paid the Note Payable of $ 730,000 .

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

22 unchanged sentences

accelerating the Mandatory Default Amount to be due and payable.

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 amount.

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

2 unchanged sentences

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.

We 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.

FINGERMOTION,

months ended May 31, 2023 and 2022

to the Condensed Consolidated Financial Statements

11 - Common Stock

1 unchanged sentence

shares of common stock to consultants.

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

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

Company issued 2,477,200 shares of common stock during the fiscal year ended February 28, 2022 pursuant to the conversion of promissory

notes in the aggregate amount of $ 1,941,000 .

Company cancelled 15,000 shares of common stock during the fiscal year ended February 28, 2022 pursuant to a financial advisory service

FINGERMOTION,

months ended November 30, 2022 and 2021

to the Condensed Consolidated Financial Statements

10 - Common Stock (Continued)

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

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

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

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

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

a consulting agreement.

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

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

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

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

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

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

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

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

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

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

to a consulting agreement.

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

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

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

a consulting agreement.

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

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

a consulting agreement.

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

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

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

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.

FINGERMOTION,

months ended November 30, 2022 and 2021

to the Condensed Consolidated Financial Statements

10 - Common Stock (Continued)

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

22 unchanged sentences

a consulting agreement.

FINGERMOTION,

months ended May 31, 2023 and 2022

to the Condensed Consolidated Financial Statements

11 - Common Stock (continued)

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

2 unchanged sentences

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

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

exercise of warrants.

1 unchanged sentence

exercise of warrants.

FINGERMOTION,

months ended November 30, 2022 and 2021

to the Condensed Consolidated Financial Statements

10 - Common Stock (Continued)

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 20,000 shares of our common stock at price of $3.00 per share to two individuals pursuant to the

exercise of warrants.

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

10 unchanged sentences

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 Companys primary lender on August 9, 2022.

FINGERMOTION,

months ended May 31, 2023 and 2022

to the Condensed Consolidated Financial Statements

11 - Common Stock (continued)

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.

February 15, 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 Companys 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 Companys 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.

March 17, 2023, we issued 2,465,816 shares of common stock at price of $ 0.863 per share to our primary lender pursuant to the conversion

of $ 2,128,000 of principal amount of the Note issued to our primary lender on August 9, 2022.

April 18, 2023, we issued 20,000 shares of common stock at a price of $ 3.00 per share pursuant to the exercise of warrants.

April 24, 2023, we issued 70,000 shares of our common stock at a deemed price of $ 1.64 per share to one entity pursuant to a consulting

of May 31, 2023 there were 51,988,030 shares of the Companys common stock issued and outstanding, and none of the preferred shares

were issued and outstanding.

FINGERMOTION,

months ended May 31, 2023 and 2022

to the Condensed Consolidated Financial Statements

Purchase Warrants

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

continuity schedule of outstanding share purchase warrants as at May 31, 2023, and the changes during the periods, is as follows:

Schedule of outstanding share purchase warrants

11 unchanged sentences

Issued in Connection with November 2022 Offering

Balance, November 30, 2022

Issued in Connection with October 2022 Offering

Cashless Exercised

( 3,478,261 )

Balance, February 28, 2023

Balance, May 31, 2023

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

2 unchanged sentences

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

FINGERMOTION,

months ended November 30, 2022 and 2021

to the Condensed Consolidated Financial Statements

Purchase Warrants (continued)

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 Companys board of directors authorized a six month extension to the expiry date of the common stock purchase

4 unchanged sentences

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

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

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

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

November 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.

FINGERMOTION,

months ended May 31, 2023 and 2022

to the Condensed Consolidated Financial Statements

Purchase Warrants (continued)

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

2 unchanged sentences

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

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

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 Companys 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.

April 18, 2023 , the Company received $ 60,000 from the

exercise of warrants for the purchase of 20,000 shares of common stock of the Company at a price of $ 3.00 per share from 1 individual.

April 19, 2023, 188,500 stock purchase warrants at an exercise price of $ 2.00 per share have expired.

summary of share purchase warrants outstanding and exercisable as at May 31, 2023 is as follows:

Schedule of share purchase warrants outstanding and exercisable

2 unchanged sentences

Exercise Price

FINGERMOTION,

months ended May 31, 2023 and 2022

to the Condensed Consolidated Financial Statements

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

10 unchanged sentences

of the date of grant.

FINGERMOTION,

months ended November 30, 2022 and 2021

to the Condensed Consolidated Financial Statements

Purchase Warrants (continued)

At our annual meeting of stockholders held on February 17, 2023, the stockholder 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

1 unchanged sentence

Schedule of valuation assumptions

February 28, 2023

Expected Risk-Free Interest Rate

3 unchanged sentences

Weighted-Average Grant Date Fair Value

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

continuity schedule of outstanding stock options as at May 31, 2023, and the changes during the three months periods, is as follows:

Schedule of stock option activity

3 unchanged sentences

Cancelled/Forfeited

Balance, November 30, 2022

Options (continued)

Balance, May 31, 2023

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

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

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

Schedule of unvested restricted stock

Number of Unvested

Weighted Average

Stock Options

Grant Date Fair Value

Balance, February 28, 2021

Balance, February 28, 2022

Cancel / Forfeited

Balance, November 30, 2022

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

FINGERMOTION,

months ended November 30, 2022 and 2021

months ended May 31, 2023 and 2022

to the Condensed Consolidated Financial Statements

of November 30, 2022, the aggregate intrinsic value of all outstanding stock options granted was estimated at $ 0 as the current price

is lower than the strike price.

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

Options (continued)

continuity schedule of outstanding unvested stock options at May 31, 2023, and the changes during the three months periods, is as follows

Schedule of unvested restricted stock

Date Fair Value

February 28, 2021

February 28, 2022

February 28, 2023

at May 31, 2023, the aggregate intrinsic value of all outstanding stock options granted was estimated at $0 as the current price is lower

than the strike price.

summary of stock options outstanding and exercisable as at May 31, 2023 is as follows:

Schedule of stock options

Average Remaining

at November 30, 2022

at May 31, 2023

Average Remaining

$ 7.00 to $ 9.00

12 - Earnings Per Share

1 unchanged sentence

Schedule of basic and diluted earnings per common share

For the nine months ended

For the three months ended

Numerator - basic and diluted

5 unchanged sentences

Loss per common share — diluted

FINGERMOTION,

months ended May 31, 2023 and 2022

to the Condensed Consolidated Financial Statements

13 - Income Taxes

6 unchanged sentences

The Company generated

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

FINGERMOTION,

months ended November 30, 2022 and 2021

to the Condensed Consolidated Financial Statements

12 - Income Taxes (continued)

a taxable loss for the three months ended May 31, 2023 and 2022.

Motion Company Limited is incorporated in Hong Kong and Hong Kongs profits tax rate is 16.5 % .

Finger Motion Company Limited did

not earn any income that was derived in Hong Kong for the nine months ended November 30, 2022 and 2021.

not earn any income that was derived in Hong Kong for the three months ended May 31, 2023 and 2022.

Peoples Republic of China (PRC)

3 unchanged sentences

The Companys

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

effective income tax rates for the three months ended May 31, 2023 and 2022 are as follows:

Schedule of effective income tax rate reconciliation

For the nine months ended

For the three months ended

statutory tax rate

3 unchanged sentences

Effective tax rate

November 30, 2022 and February 28, 2022, the Company has a deferred tax asset of $ 1,375,870 and $ 1,235,861 , resulting from certain net

operating losses in U.S., respectively.

The ultimate realization of deferred tax assets depends on the generation of future taxable income

during the periods in which those net operating losses are available.

May 31, 2023 and February 28, 2023, the Company has a deferred tax asset of $ 316,368 and $ 1,884,786 , resulting from certain net operating

losses in U.S., respectively.

The ultimate realization of deferred tax assets depends on the generation of future taxable income during

the periods in which those net operating losses are available.

The Company considers projected future taxable income and tax planning

5 unchanged sentences

portion or all of the valuation allowance.

At November 30, 2022 and February 28, 2022, the valuation allowance was $ 1,375,870 and $ 1,235,861 ,

At May 31, 2023 and February 28, 2023, the valuation allowance was $ 316,368 and $ 1,884,786 ,

respectively.

Schedule of deferred tax assets and liabilities

February 28, 2023

Deferred tax asset from operating losses carry-forwards

1 unchanged sentence

( 1,884,786 )

( 1,235,861 )

Deferred tax asset, net

13 - Commitments and Contingencies

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

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

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

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

principal amount less a coupon of 20%).

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

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

price shall be reduced to such price.

FINGERMOTION,

months ended November 30, 2022 and 2021

months ended May 31, 2023 and 2022

to the Condensed Consolidated Financial Statements

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

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

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

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

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

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

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

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

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

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

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

transaction documents or applicable law.

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

Note, which is $ 5,280,000 .

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

accelerating the Mandatory Default Amount to be due and payable.

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

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

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

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

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

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

14 - Commitments and Contingencies

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

1 unchanged sentence

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

2 – MANAGEMENTS 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.

Note Regarding Forward-Looking Statements

following managements discussion and analysis of the Companys 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 three months ended May 31, 2023, and our Annual Report on Form 10-K for the fiscal

year ended February 28, 2023, 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, 2023, 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, 2023, our most recently completed year end, to May

31, 2023, and our results of operations for the three months ended May 31, 2023, and should be read in conjunction with Item 7, Managements

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, 2023.

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 Companys 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 111 Somerset Road, Level 3, Singapore 238164, and our telephone number at that address is

(347) 349-5339.

are a holding company incorporated in Delaware and not an operating company incorporated in the Peoples 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.

following diagram depicts our corporate structure:

holding company structure presents unique risks as our investors may never directly hold equity interests in our subsidiaries or the

VIE, and will be dependent upon contributions from our subsidiaries and the VIE to finance our cash flow needs.

Our subsidiaries and

the VIE are currently not required to obtain permission from the Chinese authorities including the China Securities Regulatory Commission

(the CSRC ), or Cybersecurity Administration Committee (the CAC ), to operate or to issue securities

to foreign investors.

However, as of March 31, 2023, pursuant to the Overseas Listing Trial Measures promulgated by the CSRC, we may

have to file with the CSRC with respect to a new offering of our securities.

The business of our subsidiaries and the VIE until now are

not subject to cybersecurity review with the CAC, given that:

(i) data processed in our business does not have a bearing on national

security and thus may not be classified as core or important data by the authorities;

(ii) we do not possess a large amount of personal

information in our business operations.

In addition, we are not subject to merger control review by Chinas anti-monopoly enforcement

agency due to the level of our revenues which provided from us and audited by our auditor and the fact that we currently do not expect

to propose or implement any acquisition of control of, or decisive influence over, any company with revenues within China of more than

RMB400 million.

Currently, these statements and regulatory actions have had no impact on our daily business operations, the ability to

accept foreign investments and list our securities on an U.S.

or other foreign exchange.

However, since these statements and regulatory

actions, including the Overseas Listing Trial Measures, are new, it is uncertain what potential impact such modified or new laws and

regulations will have on our daily business operation, the ability to accept foreign investments and list our securities on an U.S.

other foreign exchange.

operate, the VIE and Beijing XunLian TianXia Technology Co., Ltd.

are required to obtain, and have obtained, a value-added telecommunications

business licence from PRC authorities.

In connection with our previous issuance of securities to foreign investors, under current PRC

laws, regulations and regulatory rules, as of the date of this periodic report on Form 10-Q, we, our PRC subsidiaries and the VIE, (i)

are not required to obtain permissions from the CSRC except that as of March 31, 2023 we may have to file with the CSRC with respect

to a new offering of our securities, (ii) are not required to go through cybersecurity review by the CAC, and (iii) have received or

were not denied such requisite permissions by any PRC authority.

If we, our subsidiaries or the VIE (i) do not receive or maintain such

permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required or (iii) applicable laws, regulations,

or interpretations change and we are required to obtain such permissions or approvals in the future, we may be subject to government

enforcement actions, investigations, penalties, sanctions and fines imposed by the CSRC, the CAC and relevant departments of the State

In severe circumstances, the business of our PRC subsidiary may be ordered to suspend and its business qualifications and licences

may be revoked.

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

We own 100% of the equity of a WFOE, Shanghai JiuGe Business Management Co., Ltd.

( JiuGe Management ),

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.

Any securities that we offer will be 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.

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 VIEs

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.

a result, investors in our Common Shares are not purchasing an equity interest in the VIE but instead are purchasing equity interest

in FingerMotion, Inc., a Delaware holding company.

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 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.

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

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:

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 ).

This agreement

was duly signed among the WFOE and the VIE.

Under this agreement, the WFOE will provide the following services to the VIE on an exclusive

(i) providing a comprehensive solution for all technical issues required for the VIEs business;

(ii) providing training

to the professional technicians of the VIE;

(iii) assisting the VIE in collecting technical and commercial information and conducting

market surveys;

(iv) assisting the VIE in procuring business opportunities to obtain contracts awarded by the telecom carries in

China and maintaining the commercial relationship with the telecom carries;

(v) introducing clients to the VIE and assisting the

VIE in developing commercial and cooperative relationship with the clients;

(vi) providing suggestions and opinions on establishment

and improvement of the VIEs corporate structure, management system and departmental organization;

(vii) assisting the VIE

in formulating annual business plans, the draft of which shall be made available to WFOE by the VIE prior to the end of November

(viii) granting license to the VIE to use WFOEs intellectual property necessary for the services;

and (ix) providing

other consulting and technical services at the request of the VIE.

The VIE will pay to the WFOE service fees equivalent to the after-tax

net profits distributable by the VIE to its shareholder each year, as set forth in the audited financial statements in accordance

with the PRC accounting standards, ensuring all the distributable profits of the VIE will be dispatched to the WFOE.

not assign any of its rights and obligations under the JiuGe Technology Consulting Services Agreement without prior written consent

This agreement ensures that the WFOE and investors will be able to legally obtain the profits of the VIE, and transfer

them to the WFOE more conveniently in the form of service fee;

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 ).

This agreement was duly signed between the WFOE and Ms.

Under this agreement, the WFOE loaned RMB 10,000,000 to Ms.

Li Li, as the sole shareholder of the VIE, solely for the purpose

of the capital contribution of the subscribed capital of the VIE.

The WFOE has the right to convert the whole or any part of the

outstanding principal amount into the equity interests in the VIE and may demand repayment of any or all of the principal amount/

As security for performance and discharge of Ms.

Li Lis obligations under the JiuGe Technology Loan Agreement, Ms.

Li Li pledged

100% equity interests in the VIE, representing the entire registered capital of the VIE, by way of first-ranking security to the

This agreement could constrain Ms.

Li Li to cooperate with WFOEs instructions and avoid damaging the rights and interests

of the WFOE and investors;

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 ).

The Power of Attorney Agreement was duly issued by Ms.

Under the JiuGe Technology Power of Attorney Agreement, the WFOE is the exclusive agent who may exercise, at WFOEs

sole discretion, all the rights and powers in respect of all the 100% equity interests held by Ms.

Li Li in the VIE on Ms.

behalf, including without limitation to propose to convene, attend and vote at the shareholders meeting of the VIE.

Li cannot assign her rights and obligations under the JiuGe Technology Power of Attorney Agreement without prior written consent

of the WFOE and the WFOE will bear its own costs, expenses and fees in connection with performance of the JiuGe Technology Power

of Attorney Agreement.

This agreement ensures that the WFOE can replace Ms.

LI Li in the operation and management of the VIE, and

controlling its assets;

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 ).

This agreement was duly signed by and among Ms.

Li Li, the WFOE and the VIE.

this agreement, the WFOE has an exclusive, irrevocable and unconditional option to purchase or to designate a third party to purchase

100% equity interests of the VIE at RMB one (1) yuan or the lowest amount of consideration permitted under the laws of PRC at any

time, giving the WFOE a sole discretion to exercise such option at any time and in any manner as permitted by the laws of PRC.

to the JiuGe Technology Call Option Agreement, Ms.

Li Li may not, without prior written consent of the WFOE:

(i) transfer or dispose

of the equity interests in the VIE or the assets of the VIE in any manner;

(ii) create any encumbrance of any kind over the equity

interests in the VIE, other than the VIE Agreements;

and (iii) resolve to or procure the VIE to:

(a) change its registered capital;

(b) amend its articles of association;

(d) appoint, remove or replace its senior management;

(e) make or receive investment of any kind or merge or consolidate with any entity;

(f) change information filed at the competent

authorities in the PRC;

(g) make any lending or borrowing or provide security of any kind;

(h) pay, make or declare any dividend,

charge, fee or other distribution of any kind;

(i) incure, create or permit to subsist or have any outstanding financial indebtedness;

(j) enter into any agreements that conflict with the JiuGe Technology Call Option Agreement;

or (k) do any acts that would adversely

impair the VIEs ability to perform the obligations under the VIE Agreements.

Li Li nor the VIE may assign any

of its rights and obligations under the agreement without the prior written consent of WFOE or unilaterally terminate the agreement.

This agreement is one of the guarantees for WFOE and investors to ensure that the VIE will not have any potential equity changes

that endanger the rights and interests of WFOE and investors;

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 Technologys performance of its obligations under the JiuGe Technology Consulting Services

Agreement (the JiuGe Technology Share Pledge Agreement ).

This agreement was duly signed among Ms.

WFOE and the VIE.

Under this agreement, all the equity interests of the VIE held by Ms.

Li Li were pledged to the WFOE, giving the

WFOE a right to exercise the share pledge where Ms.

Li Li or the VIE violates the VIE Agreements.

This measure under this agreement

will result in the equity of the VIE being locked, making it impossible for any third party to legally obtain the equity of the VIE

without the prior consent of the WFOE.

PRC counsel has reviewed these agreements and believes that all the VIE Agreements were duly signed and are not in violation of applicable

We are of the opinion that the VIE Agreements are valid and giving the WFOE a full control over the VIE in respect of the

current and effective PRC laws and regulations.

However, the VIE Agreements have never been challenged or recognized in court for the

time being, and the PRC government may determine that the VIE Agreements are not in compliance with applicable PRC laws, rules and regulations

compared with direct ownership, there may be less effective in controlling through the VIE structure.

the first half of 2018, JiuGe Technology secured contracts with China Unicom and China Mobile to distribute mobile data for businesses

and corporations in 9 provinces/municipalities, namely Chengdu, Jiangxi, Jiangsu, Chongqing, Shanghai, Zhuhai, Zhejiang, Shaanxi and

Inner Mongolia.

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 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.

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

Currently, the Companys 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 Technologys

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 Companys 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

Yunnans 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 platforms webpage in accordance

with China Unicom Yunnans 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

by (i) JiuGe Technology upon three months written notice or (ii) by China Unicom Yunnan unilaterally.

The Cooperation Agreement

contains customary representations from each party regarding such partys 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 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.

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.

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

of Incorporation /

Motion Company Limited (1)

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.

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.

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.

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.

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 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 incorporated in Delaware, USA, with its head office located at 111 Somerset Road, Level 3,

Singapore 238164.

The Company operates the following lines of business:

(i) Telecommunications Products and Services;

(ii) Value Added

Products and 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 Games Division (inactive).

Telecommunications

Products and Services

Companys 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-marketers

websites, click into their respective phone providers 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 United Network Communications Group Co., Ltd.

( China Unicom ) and China Mobile Communications Corporation ( 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 Shanghai JiuGe Technology Co., Ltd.

( JiuGe Technology ), our contractually

controlled affiliate through the entry into the 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 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 )

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 Chinas Mobiles 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 Unicoms Yunnan subsidiary.

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

China Unicoms 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 platforms webpage in accordance

with China Unicoms 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

a yearly auto-renewal clause, 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.

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 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.

( 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.

FingerMotions

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 Technologys SMS integrated platform to send bulk SMS text messages monthly.

Technology has the capability to manage and track the entire process, including guiding the Companys customer to meet MIITs

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

Communication Services

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

This RCS 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 Companys 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.

Companys 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 Companys 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 Companys wholly owned subsidiary, Finger Motion Financial Company Limiteds, 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.

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 Companys Board

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

payment and data business.

or about April 6, 2023, we eliminated our remaining convertible debt with our primary lender as a result of conversions by the primary

lender and payment by us to the primary lender.

April 28, 2023, we repaid in full the US$730,000 convertible note that was issued in favor of Dr.

Liew Yow Ming on May 1, 2022.

of Operations

Months Ended May 31, 2023 Compared to Three Months Ended May 31, 2022

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

For the three months ended

Cost of revenue

$ (11,506,542 )

$ (4,478,052 )

Total operating expenses

$ (1,842,051 )

$ (1,812,491 )

Total other income (expenses)

Net Loss attributable to the Companys shareholders

$ (1,265,471 )

$ (1,444,123 )

Foreign currency translation adjustment

Comprehensive loss attributable to the Company

$ (1,749,404 )

Basic Loss Per Share attributable to the Company

Diluted Loss Per Share attributable to the Company

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

For the three months ended

Telecommunication Products & Services

SMS & MMS Business

Total Revenue

recorded $12,169,091 in revenue for the quarter ended May 31, 2023, an increase of $7,313,968 or 151%, compared to the quarter ended

May 31, 2022.

This increase resulted from an increase in revenue of $10,459,139 and $149,706 from our Telecommunication Products &

Services and Big Data business, respectively, offset in part by a decrease in revenue of $3,330,877 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.

Declining revenue was attributed to a shift in our risk management focus.

However, we believe

this business will still be a major revenue and profit contributor to our overall financial health and ongoing effort are being undertaken

to improve this line of business.

In FY2021, 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 Companys 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 industry.

upon the successful implementation of the initial phase, Pacific Life Re proceeded with Phase 2 in the previous fiscal year.

last quarter of FY2022, we established a collaborative research alliance with Munich Re in extending behavioural analytics to enhance

understanding of morbidity and behavioural patterns in the Chinese market.

The objective is to create value for both insurers and the

end insurance consumers through technology advancements, improved product offerings and enhanced customer experiences.

The collaboration

with Munich Re was further extended in the last quarter of FY2023.The revenue recorded during the current quarter in our Big Data division

is a result of both the contracts with Pacific Life Re and Munich Re.

following table sets forth the Companys cost of revenue for the periods indicated:

For the three months ended

Telecommunication Products & Services

SMS & MMS Business

Total Cost of Revenue

recorded $11,506,542 in costs of revenue for the quarter ended May 31, 2023, an increase of $7,028,490 or 157%, compared to the quarter

ended May 31, 2022.

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

gross profit for the quarter ended May 31, 2023 was $662,549, an increase of $285,478 or 76%, compared to the quarter ended May 31, 2022.

This increase in gross profit resulted from higher revenue for the period.

& Depreciation

recorded depreciation of $18,342 for fixed assets for the quarter ended May 31, 2023, an increase of $4,170 or 29%, compared to the quarter

ended May 31, 2022.

& Administrative Expenses

following table sets forth the Companys general and administrative expenses for the periods indicated:

For the three months ended

Entertainment

Salaries & Wages

Technical Fee

Total G&A Expenses

recorded $1,361,990 in general and administrative expenses for the quarter ended May 31, 2023, an increase of $122,440 or 10%, compared

to the quarter ended May 31, 2022.

The key increases, especially for consulting, entertainment, and travelling in the quarter ended May

31, 2023 as compared to the previous quarter ended May 31, 2022, were mainly a result of potential funding activities being undertaken

and IT & Technical Fees.

As for the IT and Technical Fees, we are putting more resources into the development and enhancement of

our platform.

following table sets forth the Companys marketing cost for the periods indicated:

For the three months ended

Marketing Cost

recorded ($6,841) in marketing cost for the quarter ended May 31, 2023 for our telecommunication products and services business due to

overprovision no longer required and now adjusted.

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

our platforms.

& Development

following table sets forth the Companys research & development for the periods indicated:

For the three months ended

Research & Development

incurred fees of $172,099 in research & development for the quarter ended May 31, 2023 as compared to $211,647 for the quarter ended

May 31, 2022.

The decrease of $39,548 or 19% was due to the savings from data access and usage fee charged by telecommunications company.

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 Companys 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.

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 industry.

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 Companys

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 Companys active participation and contributions to the industry.

Compensation Expenses

following table sets forth the Companys share compensation expenses for the periods indicated:

For the three months ended

Share compensation expenses

incurred fees of $296,461 in share issuance for consultants in consideration of the services which have been provided to the company

for the quarter ended May 31, 2023 as compared to $289,931 for the quarter ended May 31, 2022.

The increase of $6,530 or 2% was due to

the engagement of consultants to the Company that were compensated with shares of the company.

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

recorded $1,842,051 in operating expenses for the quarter ended May 31, 2023, as compared to $1,812,491 in operating expenses for the

quarter ended May 31, 2022.

The increase of $29,560 or 2%, for the quarter ended May 31, 2023 is as set forth above.

Loss attributable to the Companys shareholders

net loss attributable to the Companys shareholders was $1,265,471 for the quarter ended May 31, 2023 and $1,444,123 for the quarter

ended May 31, 2022.

The decrease in net loss attributable to the Companys shareholders of $178,652 or 12% resulted primarily from

the higher revenue and gross profit as discussed above.

and Capital Resources

following table sets out our cash and working capital as of May 31, 2023 and February 28, 2023:

As at May 31,

As at February 28,

Cash and cash equivalents

Working capital

May 31, 2023, we had cash and cash equivalents of $5,424,912, as compared to cash and cash equivalents of $9,240,241 at February 28,

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.

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.

did, however, raise $60,000 through the sale of shares of our common stock in a private placement transaction exempt from the registration

requirements of the Securities Act during the period ended May 31, 2023.

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

For the three months ended

Net cash used in operating activities

$ (2,577,951 )

Net cash used in investing activities

Net cash provided by financing activities

$ (1,075,333 )

Effect of exchange rates on cash & cash equivalents

Net increase (decrease) in cash and cash equivalents

$ (3,815,329 )

Flow used in Operating Activities

cash used in operating activities increased by $2,155,983 in the three months ended May 31, 2023 compared to the three months ended May

31, 2022, primarily due to an increase in account receivable of ($322,774) (May 31, 2022:

$887,094), increase in other receivable of

($1,659,906) (May 31, 2022:

$975), decrease in accrual and other payable of ($645,872) (May 31, 2022:

$832,880) and decrease in lease

liability of ($1,188) (May 31, 2022:

offset by decrease in prepayment and deposit of $899,836 (May 31, 2022:

$326,836) and increase

in accounts payable of $32,328 (May 31, 2022:

($1,418,270)).

Flow used in Investing Activities

the quarter ended May 31, 2023, net cash used in investing activities increased by $380 compared to $Nil in the quarter ended May 31,

The increase resulted from the purchase of equipment.

Flow provided by Financing Activities

the quarter ended May 31, 2023, net cash provided by financing activities decreased by $1,805,333 compared to $730,000 provided by financing

activities in the quarter ended May 31, 2022.

The decrease was primarily due to the repayment of convertible notes.

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.

have determined that we do not have any material subsequent events to report.

Accounting Policies

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

Summary of Principal Accounting Policies of the Notes

to the 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, 2023 filed with the SEC on May 30, 2023.

to Critical Accounting Policies under Item 7, Managements 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, 2023 filed with the SEC on May 30, 2023.

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.

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.

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

What changed 10-Q

Item 1. Financial Statements