What changed in this filing

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Item 1A. Risk Factors

2023-10-13 compared with 2023-07-14 · 99 added, 86 removed, 1100 unchanged (14% of the section changed)

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We generated a net loss of approximately $1.4 million during

the three-month period ended May 31, 2023 and net losses of approximately $7.5 million, $4.9 million and $4.3 million for the years ended

February 28, 2023, 2022 and 2021, respectively.

At May 31, 2023 and February 28, 2023, we had an accumulated deficit of approximately

the six-month period ended August 31, 2023 and net losses of approximately $7.5 million, $4.9 million and $4.3 million for the years

ended February 28, 2023, 2022 and 2021, respectively.

At August 31, 2023 and February 28, 2023, we had an accumulated deficit of approximately

$26.1 million and $24.7 million, respectively.

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or maintain profitability.

we fail to effectively manage our growth, our business, financial condition and results of operations could be adversely effected.

we fail to effectively manage our growth, our business, financial condition and results of operations could be adversely affected.

are currently experiencing growth in our business.

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The COVID-19 pandemic has resulted in significant financial

market volatility and uncertainty in recent weeks.

market volatility and uncertainty in recent years.

A continuation or worsening of the levels of market disruption and volatility seen

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depend on our key personnel and other highly skilled personnel, and if we fail to attract, retain, motivate or integrate our personnel,

our business, financial condition and results of operations could be adversely effected.

our business, financial condition and results of operations could be adversely affected.

success depends in part on the continued service of our founders, senior management team, key technical employees and other highly skilled

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could have a material adverse effect on our business, financial condition and results of operations.

actual or perceived security or privacy breach could interrupt our operations, harm our brand and adversely effect our reputation, brand,

actual or perceived security or privacy breach could interrupt our operations, harm our brand and adversely affect our reputation, brand,

business, financial condition and results of operations.

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or co-insurance requirements, could have an adverse effect on our reputation, brand, business, financial condition and results of operations.

failures and resulting interruptions in the availability of our platform or offerings could adversely effect our business, financial

failures and resulting interruptions in the availability of our platform or offerings could adversely affect our business, financial

condition and results of operations.

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However, these products may ultimately be unsuccessful.

may be subject to claims, lawsuits, government investigations and other proceedings that may adversely effect our business, financial

may be subject to claims, lawsuits, government investigations and other proceedings that may adversely affect our business, financial

condition and results of operations .

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Any of these consequences

could adversely effect our business, financial condition and results of operations.

could adversely affect our business, financial condition and results of operations.

Furthermore, under certain circumstances, we have

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grow our business, FingerMotion currently looks to take advantage of the immense growth in the total variety of mobile services provided

The combined business revenue in the telecom sector rose 8% year on year to about USD232.43 billion in 2021, with the growth

rate up 4.1 percentage point from 2020.

https://english.news.cn/20220201/da5fa2c2aa614d948e960e7776f84c76/c.html ).

the Company to continue to grow, the deposit with the Telecoms needs to increase, as most of the revenue we process is dependent on the

size of the deposit we have with each Telecom.

We will likely need to raise additional capital to materially increase the amounts of

these deposits.

If we raise additional funds through the issuance of equity, equity-linked or debt securities, those securities may have

rights, preferences or privileges senior to those of our common stock, and our existing stockholders may experience dilution.

financing secured by us in the future could involve restrictive covenants relating to our capital-raising activities and other financial

and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities.

cannot be certain that additional funding will be available to us on favorable terms, or at all.

If we are unable to obtain adequate

funding or funding on terms satisfactory to us, when we require it, our ability to continue to support our business growth and to respond

to business challenges could be significantly limited, and our business, financial condition and results of operations could be adversely

On February 1, 2022, the Xinhua News Agency reported that the combined business revenue in the telecom sector rose 8% year

on year to about USD232.43 billion in 2021, with the growth rate up 4.1 percentage points from 2020, according to the PRC Ministry of

Industry and Information Technology.

For the Company to continue to grow, the deposit with the Telecoms needs to increase, as most of

the revenue we process is dependent on the size of the deposit we have with each Telecom.

We will likely need to raise additional capital

to materially increase the amounts of these deposits.

If we raise additional funds through the issuance of equity, equity-linked or debt

securities, those securities may have rights, preferences or privileges senior to those of our common stock, and our existing stockholders

may experience dilution.

Any debt financing secured by us in the future could involve restrictive covenants relating to our capital-raising

activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue

business opportunities.

We cannot be certain that additional funding will be available to us on favorable terms, or at all.

unable to obtain adequate funding or funding on terms satisfactory to us, when we require it, our ability to continue to support our

business growth and to respond to business challenges could be significantly limited, and our business, financial condition and results

of operations could be adversely affected.

by others that we infringed their proprietary technology or other intellectual property rights could harm our business.

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property, or we may agree to a settlement that prevents us from distributing our offerings or a portion thereof, which could adversely

effect our business, financial condition and results of operations.

affect our business, financial condition and results of operations.

respect to any intellectual property rights claim, we may have to seek out a license to continue operations found to be in violation

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affected offerings), effort and expense and may ultimately not be successful.

Any of these events could adversely effect our business,

Any of these events could adversely affect our business,

financial condition and results of operations.

Related to Our Securities

stock has limited liquidity.

common stock has limited liquidity.

common stock began trading on the Nasdaq Capital Market on December 28, 2021, and before that it traded on the OTCQX operated by OTC

Markets Group Inc.

Trading volume in our shares may be sporadic and the price could experience volatility.

Trading volume in our Common Shares may be sporadic and the price could experience volatility.

If adverse market conditions

exist, you may have difficulty selling your shares.

exist, you may have difficulty selling your Common Shares.

market price of our common stock may fluctuate significantly in response to numerous factors, some of which are beyond our control, including

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or anticipated fluctuations in our operating results;

in financial estimates by securities analysts or our failure to perform in line with such estimates;

in market valuations of other companies, particularly those that market services such as ours;

in financial estimates by securities analysts or our failure to perform in line with such

in market valuations of other companies, particularly those that market services such as

● announcements

by us or our competitors of significant innovations, acquisitions, strategic partnerships, joint ventures or capital commitments;

by us or our competitors of significant innovations, acquisitions, strategic partnerships,

joint ventures or capital commitments;

● introduction

of product enhancements that reduce the need for our products;

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price for our Common Shares.

Certificate of Incorporation, as amended, authorize the issuance of up to 200,000,000 shares of common stock and up to 1,000,000 shares

of preferred stock.

Our Board of Directors has the authority to issue additional shares of our capital stock to provide additional financing

in the future and designate the rights of the preferred shares, which may include voting, dividend, distribution or other rights that

are preferential to those held by the common stockholders.

The issuance of any such common or preferred shares may result in a reduction

of the book value or market price of our outstanding common shares.

To grow our business substantially, we will likely have to issue

additional equity securities to obtain working capital to deposit with the telecommunications companies for which we process mobile recharge

Our efforts to fund our intended business plans will therefore result in dilution to our existing stockholders.

If we do issue

any such additional common shares, such issuance also will cause a reduction in the proportionate ownership and voting power of all other

Certificate of Incorporation, as amended, authorize the issuance of up to 200,000,000 Common Shares and up to 1,000,000 shares of preferred

stock ( Preferred Shares ).

Our Board of Directors has the authority to issue additional shares of our capital stock

to provide additional financing in the future and designate the rights of the preferred shares, which may include voting, dividend, distribution

or other rights that are preferential to those held by the common stockholders.

The issuance of any such common or preferred shares may

result in a reduction of the book value or market price of our outstanding common shares.

To grow our business substantially, we will

likely have to issue additional equity securities to obtain working capital to deposit with the telecommunications companies for which

we process mobile recharge payments.

Our efforts to fund our intended business plans will therefore result in dilution to our existing

stockholders.

As a result of such dilution, if you acquire common shares your proportionate ownership interest and voting power could

be decreased.

Furthermore, any such issuances could result in a change of control or a reduction in the market price for our common shares.

If we do issue any such additional common shares, such issuance also will cause a reduction in the proportionate ownership

and voting power of all other stockholders.

As a result of such dilution, if you acquire common shares your proportionate ownership interest

and voting power could be decreased.

Furthermore, any such issuances could result in a change of control or a reduction in the market

price for our common shares.

we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce

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Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors

to lose confidence in our reported financial and other information, which would likely adversely effect the market price of our common

to lose confidence in our reported financial and other information, which would likely adversely affect the market price of our common

Industry Regulatory Authority (FINRA) sales practice requirements may also limit a stockholders ability to buy and

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or restricting the operations of JiuGe Technology or JiuGe Management;

conditions or requirements in respect of the VIE Agreements with which JiuGe Technology or JiuGe Management may not be able to comply;

conditions or requirements in respect of the VIE Agreements with which JiuGe Technology or

JiuGe Management may not be able to comply;

our company to restructure the relevant ownership structure or operations;

other regulatory or enforcement actions that could adversely affect our companys business;

the business licenses and/or the licenses or certificates of JiuGe Management, and/or voiding the VIE Agreements.

the business licenses and/or the licenses or certificates of JiuGe Management, and/or voiding

the VIE Agreements.

of these actions could adversely affect our ability to manage, operate and gain the financial benefits of JiuGe Technology, which would

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cause other adverse financial consequences.

of JiuGe Technology have potential conflicts of interest with our Company which may adversely effect our business.

of JiuGe Technology have potential conflicts of interest with our Company which may adversely affect our business.

Li is the legal representative and general manager, and also a shareholder of JiuGe Technology.

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rely on the approval certificates and business license held by JiuGe Management and any deterioration of the relationship between JiuGe

Management and JiuGe Technology could materially and adversely effect our business operations.

Management and JiuGe Technology could materially and adversely affect our business operations.

operate our mobile data business in China on the basis of the approval certificates, business license and other requisite licenses held

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JiuGe Management exercises the purchase option it holds over JiuGe Technologys share capital pursuant to the VIE Agreements, the

payment of the purchase price could materially and adversely effect our financial position.

payment of the purchase price could materially and adversely affect our financial position.

the VIE Agreements, JiuGe Technologys shareholders have granted JiuGe Management an option for the maximum period of time permitted

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As JiuGe Technology is already our contractually controlled affiliate, JiuGe Managements exercising

of the option would not bring immediate benefits to our company, and payment of the purchase prices could adversely effect our financial

of the option would not bring immediate benefits to our company, and payment of the purchase prices could adversely affect our financial

Related to Doing Business in China

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current operations are conducted in the PRC.

In addition, most of our directors and officers are nationals and residents of countries

In addition, all of our directors and officers are nationals and residents of countries

other than the United States.

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federal securities laws against us and our

officers and directors, most of whom are not residents in the United States and the substantial majority of whose assets are located

outside the United States.

In addition, there is uncertainty as to whether the courts of the PRC would recognize or enforce judgments

officers and directors, all of whom are not residents in the United States and the substantial majority of whose assets are located outside

the United States.

In addition, there is uncertainty as to whether the courts of the PRC would recognize or enforce judgments of U.S.

The recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law.

Courts in China

may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based on treaties between

Courts in China may

recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based on treaties between

China and the country where the judgment is made or on reciprocity between jurisdictions.

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Listing Trial Measures, if the issuer meets both the following conditions, the overseas securities offering and listing conducted by

such issuer will be determined as indirect overseas offering, which shall subject to the filing procedure set forth under the Overseas

such issuer will be determined as indirect overseas offering, which shall be subject to the filing procedure set forth under the Overseas

Listing Trial Measures:

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Protection Law (second draft for consultation), regulations and guidelines relating to the multi-level protection scheme and any other

future laws and regulations may entail significant expenses and could materially effect our business.

future laws and regulations may entail significant expenses and could materially affect our business.

has implemented or will implement rules and is considering a number of additional proposals relating to data protection.

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Moreover, the legal uncertainty created by

the Data Security Law and the recent Chinese government actions could materially adversely effect our ability, on favorable terms, to

the Data Security Law and the recent Chinese government actions could materially adversely affect our ability, on favorable terms, to

raise capital, including engaging in follow-on offerings of our securities in the U.S.

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certain that the Chinese regulatory authorities will not impose more stringent restrictions on the convertibility of the RMB.

in exchange rates could adversely effect our business and the value of our securities.

in exchange rates could adversely affect our business and the value of our securities.

value of our common stock will be indirectly affected by the foreign exchange rate between U.S.

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to PRC regulations and approvals.

by us to our wholly-owned subsidiary in China, which is a foreign-invested enterprise, cannot exceed statutory limits and must be

registered with the State Administration of Foreign Exchange of the PRC (the SAFE ) or its local counterparts;

by us to our affiliated entities, which are domestic PRC entities, over a certain threshold must be approved by the relevant government

authorities and must also be registered with the SAFE or its local counterparts;

contributions to our wholly-owned subsidiary must file a record with the PRC Ministry of Commerce ( MOFCOM ) or

its local counterparts and shall also be limited to the difference between the registered capital and the total investment amount.

by us to our wholly-owned subsidiary in China, which is a foreign-invested enterprise, cannot

exceed statutory limits and must be registered with the State Administration of Foreign Exchange

of the PRC (the SAFE ) or its local counterparts;

by us to our affiliated entities, which are domestic PRC entities, over a certain threshold

must be approved by the relevant government authorities and must also be registered with

the SAFE or its local counterparts;

contributions to our wholly-owned subsidiary must file a record with the PRC Ministry of

Commerce ( MOFCOM ) or its local counterparts and shall also be limited

to the difference between the registered capital and the total investment amount.

cannot assure you that we will be able to obtain these government registrations or filings on a timely basis, or at all.

If we fail to

finish such registrations or filings, our ability to capitalize our PRC subsidiarys operations may be adversely effected, which

could adversely effect our liquidity and our ability to fund and expand our business.

finish such registrations or filings, our ability to capitalize our PRC subsidiarys operations may be adversely affected, which

could adversely affect our liquidity and our ability to fund and expand our business.

March 30, 2015, the SAFE promulgated a notice relating to the administration of foreign invested company of its capital contribution

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beneficial holders to fines or legal sanctions, restrict our overseas or cross-border investment activities, limit our subsidiarys

and affiliates ability to make distributions or pay dividends or affect our ownership structure, which could adversely effect

and affiliates ability to make distributions or pay dividends or affect our ownership structure, which could adversely affect

our business and prospects.

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or other PRC government authorities and may prevent us from further granting options under our share incentive plans to our employees.

Such events could adversely effect our business operations.

Such events could adversely affect our business operations.

the New EIT Law, we may be classified as a resident enterprise of China.

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Violations of the FCPA or Chinese anti-corruption laws may result

in severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively effect our business, operating

in severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect our business, operating

results and financial condition.

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fines and penalties on our operations in the PRC, limit our operating privileges in the PRC, delay or restrict the conversion and remittance

of our funds in foreign currencies into the PRC, or take other actions that could materially and adversely effect our business, financial

of our funds in foreign currencies into the PRC, or take other actions that could materially and adversely affect our business, financial

condition, results of operations, reputation and prospects, as well as the trading price of our common stock.

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following conditions, the overseas securities offering and listing conducted by such issuer will be determined as indirect overseas offering,

which shall subject to the filing procedure set forth under the Overseas Listing Trial Measures:

which shall be subject to the filing procedure set forth under the Overseas Listing Trial Measures:

(i) 50% or more of the issuers

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the SEC must implement a process for identifying such registrants.

As of the date of this Annual Report, the SEC is seeking public comment

on this identification process.

Consistent with the HFCAA, the amendments will require any identified registrant to submit documentation

to the SEC establishing that the registrant is not owned or controlled by a government entity in that jurisdiction, and will also require,

among other things, disclosure in the registrants annual report regarding the audit arrangements of, and government influence

on, such registrant.

Consistent with the HFCAA, the amendments will require any identified

registrant to submit documentation to the SEC establishing that the registrant is not owned or controlled by a government entity in that

jurisdiction, and will also require, among other things, disclosure in the registrants annual report regarding the audit arrangements

of, and government influence on, such registrant.

June 22, 2021, the U.S.

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the HFCAA (available at https://www.sec.gov/hfcaa ) and, as a result, we will be required to comply with the submission

or disclosure requirements in our annual report covering the fiscal year ending February 28, 2023.

or disclosure requirements in our annual report covering the fiscal year ended February 28, 2023.

If we are so identified for another

two consecutive years, the SEC would prohibit our securities from trading on a securities exchange or in the over-the-counter trading

market in the United States the earliest in early 2024

market in the United States.

As noted above, on December 15, 2022, the PCAOB vacated its previous determinations that it is unable to

inspect and investigate completely PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong.

until such time as the PCAOB issues any new determination, we do not expect to be at risk of having our securities subject to a trading

prohibition under the HFCAA.

the HFCAA (as amended by the Consolidated Appropriations Act, 2023), our securities may be prohibited from trading on the U.S.

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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 1A. Risk Factors