What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-01-16 compared with 2023-10-13 · 575 added, 533 removed, 1409 unchanged (44% of the section changed)

2 unchanged sentences

CONSOLIDATED INTERIM FINANCIAL STATEMENTS

the six months ended August 31, 2023

the nine months ended November 30, 2023

- Expressed in U.S.

27 unchanged sentences

Authorized 1,000,000 shares;

and outstanding - 0 - shares.

issued and outstanding - 0 - shares.

Common Stock, par value $ .0001 per share;

Authorized 200,000,000

issued and outstanding 52,381,952 shares and 49,432,214 issued and outstanding at August 31, 2023 and February 28, 2023

Authorized 200,000,000 shares;

issued and outstanding 52,545,350 shares and 49,432,214 issued and outstanding at November 30, 2023 and February 28, 2023 respectively

Additional paid-in capital

4 unchanged sentences

Accumulated other comprehensive income

Stockholders equity before non-controlling

Stockholders equity before non-controlling interests

Non-controlling interests

TOTAL SHAREHOLDERS

TOTAL LIABILITIES

AND SHAREHOLDERS EQUITY

FingerMotion,

Condensed Consolidated Statements of Operations

TOTAL SHAREHOLDERS EQUITY

TOTAL LIABILITIES AND SHAREHOLDERS EQUITY

FingerMotion, Inc.

Unaudited Condensed Consolidated Statements of Operations

Three Months Ended

Six Months Ended

Cost of revenue

Nine Months Ended

Cost of revenuex

( 5,502,151 )

11 unchanged sentences

Stock compensation expenses

( 1,367,909 )

Total operating expenses

7 unchanged sentences

( 3,340,816 )

( 4,790,814 )

Other income (expense):

13 unchanged sentences

$ ( 5,504,481 )

Net profit (loss) attributable

to the non-controlling interest

Net loss attributable to the Companys

Net profit (loss) attributable to the non-controlling interest

Net loss attributable to the Companys shareholders

$ ( 1,944,343 )

9 unchanged sentences

$ ( 6,214,913 )

Comprehensive loss attributable

to non-controlling interest

Comprehensive loss attributable to the

Comprehensive loss attributable to non-controlling interest

Comprehensive loss attributable to the Company

$ ( 1,692,409 )

11 unchanged sentences

FingerMotion, Inc.

Unaudited Condensed Consolidated

Statement of Shareholders Equity

Unaudited Condensed Consolidated Statement of Shareholders Equity

Comprehensive

20 unchanged sentences

( 26,090,866 )

stock issued for cash

stock issued for professional service

net-stock exercise of options

other comprehensive income

( 1,944,343 )

( 1,945,803 )

at November, 2023

( 28,035,209 )

Paid-in capital

Comprehensive

1 unchanged sentence

Non-controlling

at March 1, 2022

stock options

Balance at March 1, 2022

( 17,152,172 )

stock issued for cash

stock issued for professional service

other comprehensive income

Common stock issued for cash

Common stock issued for professional service

Accumulated other comprehensive income

( 1,444,123 )

1 unchanged sentence

( 1,444,668 )

at May 31, 2022

Balance at May 31, 2022

( 18,596,295 )

stock issued for cash

stock issued for professional service

other comprehensive income

Common stock issued for cash

Common stock issued for professional service

Accumulated other comprehensive income

( 1,537,365 )

1 unchanged sentence

( 1,538,095 )

at August 31, 2022

Balance at August 31, 2022

( 20,133,660 )

Common stock issued for cash

Common stock issued for professional service

Accumulated other comprehensive income

( 2,521,992 )

( 2,521,718 )

Balance at November 30, 2022

( 22,655,652 )

FingerMotion,

Condensed Consolidated Statements of Cash Flows

Six Months Ended

Nine Months Ended

$ ( 3,344,717 )

$ ( 5,504,481 )

Adjustments to reconcile net loss to net

cash provided by (used in) operating activities:

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

Share based compensation expenses

5 unchanged sentences

(Increase) decrease in prepayment and deposit

( 1,113,267 )

( 1,695,534 )

(Increase) decrease in others receivable

5 unchanged sentences

Increase (decrease) in due to lease liability

Net Cash provided by (used in) operating

Net Cash provided by (used in) operating activities

( 6,953,025 )

2 unchanged sentences

Purchase of equipment

Net cash provided by (used in) investing

Net cash provided by (used in) investing activities

Cash flows from financing activities

3 unchanged sentences

Common stock issued for cash

Net cash provided by (used in) financing

Net cash provided by (used in) financing activities

Effect of exchange rates on cash and cash equivalents

8 unchanged sentences

FINGERMOTION,

months ended August 31, 2023 and 2022

months ended November 30, 2023 and 2022

to the Condensed Consolidated Financial Statements

52 unchanged sentences

FINGERMOTION,

months ended August 31, 2023 and 2022

months ended November 30, 2023 and 2022

to the Condensed Consolidated Financial Statements

31 unchanged sentences

FINGERMOTION,

months ended August 31, 2023 and 2022

months ended November 30, 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 August 31, 2023 and February 28, 2023:

statements of the Company as of November 30, 2023 and February 28, 2023:

and liabilities of the VIE

Schedule of variable interest entity

August 31, 2023

November 30, 2023

February 28, 2023

5 unchanged sentences

and liabilities of the VIE Subsidiary

August 31, 2023

November 30, 2023

February 28, 2023

2 unchanged sentences

Current liabilities

$ ( 290,974 )

Non-current liabilities

Total liabilities

$ ( 290,974 )

FINGERMOTION,

months ended August 31, 2023 and 2022

months ended November 30, 2023 and 2022

to the Condensed Consolidated Financial Statements

1 unchanged sentence

Result of VIE

For the Six Months Ended

For the Nine Months Ended

November 30, 2023

For the Nine Months Ended

November 30, 2022

Cost of revenue

12 unchanged sentences

$ ( 164,969 )

$ ( 1,086,805 )

Interest income

3 unchanged sentences

Result of VIE Subsidiary

For the Six Months Ended

For the Nine Months Ended

November 30, 2023

For the Nine Months Ended

November 30, 2022

Cost of revenue

15 unchanged sentences

FINGERMOTION,

months ended August 31, 2023 and 2022

months ended November 30, 2023 and 2022

to the Condensed Consolidated Financial Statements

46 unchanged sentences

FINGERMOTION,

months ended August 31, 2023 and 2022

months ended November 30, 2023 and 2022

to the Condensed Consolidated Financial Statements

34 unchanged sentences

FINGERMOTION,

months ended August 31, 2023 and 2022

months ended November 30, 2023 and 2022

to the Condensed Consolidated Financial Statements

44 unchanged sentences

FINGERMOTION,

months ended August 31, 2023 and 2022

months ended November 30, 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 $ 26,090,866 and $ 24,691,314 as at August 31, 2023 and February 28, 2023 respectively, and had a net loss

of $ 1,398,914 and $ 2,982,763 for the six months ended August 31, 2023 and 2022, respectively.

had an accumulated deficit of $ 28,035,209 and $ 24,691,314 as at November 30, 2023 and February 28, 2023 respectively, and had a net loss

of $ 3,344,717 and $ 5,504,481 for the nine months ended November 30, 2023 and 2022, respectively.

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

8 unchanged sentences

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

recorded $ 21,448,257 and $ 9,838,080 in revenue, respectively, for the six months ended August 31, 2023 and 2022.

recorded $ 27,588,403 and $ 21,241,015 in revenue, respectively, for the nine months ended November 30, 2023 and 2022.

Schedule of revenue

For the six months ended

August 31, 2023

August 31, 2022

For the nine months ended

November 30, 2023

November 30, 2022

Telecommunication Products & Services

1 unchanged sentence

5 – Equipment

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

November 30, 2023 and February 28, 2023, the company has the following amounts related to tangible assets:

Schedule of property, plant and equipment

August 31, 2023

November 30, 2023

February 28, 2023

2 unchanged sentences

significant residual value is estimated for the equipment.

Depreciation expense for the six months ended August 31, 2023 and 2022 totalled

$ 15,616 and $ 5,878 , respectively.

Depreciation expense for the nine months ended November 30, 2023 and 2022

totalled $ 23,231 and $ 12,823 , respectively.

FINGERMOTION,

months ended August 31, 2023 and 2022

months ended November 30, 2023 and 2022

to the Condensed Consolidated Financial Statements

6 – Intangible Assets

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

November 30, 2023 and February 28, 2023, the company has the following amounts related to intangible assets:

Schedule of intangible assets

August 31, 2023

November 30, 2023

February 28, 2023

4 unchanged sentences

significant residual value is estimated for these intangible assets.

Amortization expense for the six months ended August 31, 2023 and

2022 totalled $ 20,397 and $ 21,760 , respectively.

Amortization expenses for the nine months ended November 30, 2023

and 2022 totalled $ 30,307 and $ 31,831 , respectively.

7 – Prepayment and Deposit

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

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

Our current vendors are China Unicom and China Mobile

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

Deposits also includes payments placed into

Deposits also include payments placed into

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

1 unchanged sentence

Schedule of prepaid expense

August 31, 2023

November 30, 2023

February 28, 2023

5 unchanged sentences

Prepayment and deposit

August 31, 2023

November 30, 2023

February 28, 2023

6 unchanged sentences

FINGERMOTION,

months ended August 31, 2023 and 2022

months ended November 30, 2023 and 2022

to the Condensed Consolidated Financial Statements

8 – Other Receivables

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

November 30, 2023 and February 28, 2023, the company has the following amounts related to other receivables:

Schedule of other receivables

August 31, 2023

November 30, 2023

February 28, 2023

2 unchanged sentences

In-transit capital injection for a subsidiary

Security deposit

Other receivables

11 unchanged sentences

Balance Sheet.

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

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

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

Schedule of operating leases assets and liabilities

August 31, 2023

November 30, 2023

February 28, 2023

5 unchanged sentences

Total lease liability

Remaining lease term and

discount rate

August 31, 2023

Remaining lease term and discount rate

November 30, 2023

Weighted-average remaining lease term

Weighted-average discount rate

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

following table summarizes the future minimum lease payments due under the Companys operating leases as of November 30, 2023:

Schedule of future minimum lease payments due

1 unchanged sentence

FINGERMOTION,

months ended August 31, 2023 and 2022

months ended November 30, 2023 and 2022

to the Condensed Consolidated Financial Statements

38 unchanged sentences

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

We have advised the holder that the aggregate Private Placement Proceeds

exceeded $10,000,000 and the holder did not seek to waive or require payment of 25% of the proceeds as repayment of the Note.

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

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

FINGERMOTION,

months ended August 31, 2023 and 2022

months ended November 30, 2023 and 2022

to the Condensed Consolidated Financial Statements

33 unchanged sentences

FINGERMOTION,

months ended August 31, 2023 and 2022

months ended November 30, 2023 and 2022

to the Condensed Consolidated Financial Statements

24 unchanged sentences

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 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

4 unchanged sentences

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.

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 August 31, 2023 and 2022

months ended November 30, 2023 and 2022

to the Condensed Consolidated Financial Statements

6 unchanged sentences

of principal amount of the convertible promissory note (the Note) issued to the Companys primary lender on August

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 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

13 unchanged sentences

consulting agreement.

of August 31, 2023 there were 52,381,952 shares of the Companys common stock issued and outstanding, and none of the preferred

September 5, 2023, the Company issued 2,500 shares of our common stock at a deemed price of $ 2.47 per share to one entity pursuant to

a consulting agreement and issued 70,000 shares of our common stock at a deemed price of $ 1.64 per share to one entity pursuant to a

consulting agreement.

September 14, 2023, two officers of the Company exercised an aggregate of 180,400 stock options on a deemed net-stock exercise basis

resulting in the issuance of an aggregate of 90,898 shares of our common stock and the forfeiture of 89,502 stock options to the Company.

of November 30, 2023 there were 52,545,350 shares of the Companys common stock issued and outstanding, and none of the preferred

shares were issued and outstanding.

FINGERMOTION,

months ended August 31, 2023 and 2022

months ended November 30, 2023 and 2022

to the Condensed Consolidated Financial Statements

Purchase Warrants

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

continuity schedule of outstanding share purchase warrants as at November 30, 2023, and the changes during the periods, is as follows:

Schedule of outstanding share purchase warrants

17 unchanged sentences

Cashless Exercised

Balance, August 31, 2023

Balance, November 30, 2023

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

13 unchanged sentences

FINGERMOTION,

months ended August 31, 2023 and 2022

months ended November 30, 2023 and 2022

to the Condensed Consolidated Financial Statements

2 unchanged sentences

of $ 1.75 per share until August 9, 2027 to Benchmark pursuant to a financial advisory agreement.

November 29, 2022, the Company issued 28,312 common stock purchase warrants to purchase 28,312 shares of its common stock at a price

of $ 8.22 per share until November 4, 2025 , to Benchmark pursuant to a financial advisory agreement.

November 29, 2022, the Company issued 10,000 common stock purchase warrants to purchase 10,000 shares of its common stock at a price

of $ 6.70 per share until November 21, 2025 , to Benchmark pursuant to a financial advisory agreement.

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

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

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

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

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

5 unchanged sentences

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.

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 having an exercise price of $ 2.00 per share expired.

2 unchanged sentences

July 13, 2023, 1,137,668 stock purchase warrants having an exercise price of $ 3.00 per share expired.

July 17, 2023, Benchmark exercised 168,000 warrants on the cashless exercise basis resulting in the issuance of 121,422 shares of common

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

July 17, 2023, Benchmark exercised 168,000 warrants on the cashless exercise basis resulting

in the issuance of 121,422 shares of common stock.

summary of share purchase warrants outstanding and exercisable as at November 30, 2023 is as follows:

Schedule of share purchase warrants outstanding and exercisable

2 unchanged sentences

Exercise Price

September 19, 2024

November 4, 2025

November 21, 2025

October 1,2024

FINGERMOTION,

months ended August 31, 2023 and 2022

months ended November 30, 2023 and 2022

to the Condensed Consolidated Financial Statements

15 unchanged sentences

Schedule of valuation assumptions

February 28, 2023

Expected Risk-Free Interest Rate

3 unchanged sentences

Weighted-Average Grant Date Fair Value

July 28, 2023, the Company granted an aggregate of 2,648,500 stock options pursuant to the Companys 2023 Stock Incentive Plan

having an exercise price of $ 4.62 per share and an expiry date of five years from the date of grant to 22 individuals who were employees

and consultants of the Companys subsidiaries and contractually controlled affiliate.

The stock options are all subject to vesting

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

July 28, 2023, the Company granted an aggregate of 2,648,500 stock options pursuant to the Companys

2023 Stock Incentive Plan having an exercise price of $ 4.62 per share and an expiry date of five years from the date of grant to

22 individuals who were employees and consultants of the Companys subsidiaries and contractually controlled affiliate.

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

of the date of grant.

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

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 at August 31, 2023, and the changes during the six months periods, is as follows:

continuity schedule of outstanding stock options as at November 30, 2023, and the changes during the nine months periods, is as follows:

Schedule of stock option activity

2 unchanged sentences

Balance, February 28, 2023

Cancelled/Forfeited

Balance, May 31, 2023

1 unchanged sentence

Vested – July 28, 2023

Balance, August 31, 2023

Balance, November 30, 2023

FINGERMOTION,

months ended August 31, 2023 and 2022

months ended November 30, 2023 and 2022

to the Condensed Consolidated Financial Statements

2 unchanged sentences

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

November 30, 2023

February 28, 2023

Number of Options Exercised on Forfeiture Basis

6 unchanged sentences

Total Intrinsic Value of Options Exercised

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

continuity schedule of outstanding unvested stock options at November 30, 2023, and the changes during the nine months periods, is as

Schedule of unvested restricted stock

Date Fair Value

February 28, 2023

Options Grant - July 28, 2023

– July 28, 2023

August 31, 2023

at August 31, 2023, the aggregate intrinsic value of all outstanding stock options granted was estimated at $ 6,080,331 as the current

price as of August 31, 2023 is $ 5.11 .

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

Number of Unvested

Weighted Average

Stock Options

Grant Date Fair Value

Balance, February 28, 2023

Cancelled / Forfeited

Balance, May 31, 2023

Stock Options Grant - July 28, 2023

Vested – July 28, 2023

Balance, November 30, 2023

at November 30, 2023, the aggregate intrinsic value of the outstanding stock options granted on 28 December 2021 was estimated at $1,398,306

as the current price as of November 30, 2023 is $4.23 while the aggregate intrinsic value of the outstanding stock options granted on

28 July, 2023 is 0 as the current price as of November, 30, 2023 is lower than the strike price.

summary of stock options outstanding and exercisable as at November 30, 2023 is as follows:

Schedule of stock options

3 unchanged sentences

Average Remaining

Exercisable at August 31, 2023

Exercisable at November 30, 2023

Exercise Price

3 unchanged sentences

FINGERMOTION,

months ended August 31, 2023 and 2022

months ended November 30, 2023 and 2022

to the Condensed Consolidated Financial Statements

2 unchanged sentences

Schedule of basic and diluted earnings per common share

For the six months ended

August 31, 2023

August 31, 2022

For the nine months ended

November 30, 2023

November 30, 2022

Numerator - basic and diluted

1 unchanged sentence

$ ( 5,504,481 )

Weighted average number of common shares outstanding

Weighted average number of common shares outstanding —basic

Weighted average number of common shares outstanding —diluted

Loss per common share — basic

8 unchanged sentences

The Company generated

a taxable loss for the six months ended August 31, 2023 and 2022.

a taxable loss for the nine months ended November 30, 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 six months ended August 31, 2023 and 2022.

not earn any income that was derived in Hong Kong for the nine months ended November 30, 2023 and 2022.

Peoples Republic of China (PRC)

1 unchanged sentence

and subject to PRC income tax at 25 % .

FINGERMOTION,

months ended August 31, 2023 and 2022

to the Condensed Consolidated Financial Statements

13 - Income Taxes (continued)

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

The Companys

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

effective income tax rates for nine months ended November 30, 2023 and 2022 are as follows:

Schedule of effective income tax rate reconciliation

For the six months ended

August 31, 2023

August 31, 2022

For the nine months ended

November 30, 2023

November 30, 2022

statutory tax rate

3 unchanged sentences

Effective tax rate

August 31, 2023 and February 28, 2023, the Company has a deferred tax asset of $ 349,888 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.

FINGERMOTION,

months ended November 30, 2023 and 2022

to the Condensed Consolidated Financial Statements

13 - Income Taxes (continued)

November 30, 2023 and February 28, 2023, the Company has a deferred tax asset of $ 835,974 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 August 31, 2023 and February 28, 2023, the valuation allowance was $ 349,888 and $ 1,884,786 ,

At November 30, 2023 and February 28, 2023, the valuation allowance was $ 835,974 and $ 1,884,786 ,

respectively.

Schedule of deferred tax assets and liabilities

August 31, 2023

November 30, 2023

February 28, 2023

4 unchanged sentences

14 - Commitments and Contingencies

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

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

15 - Subsequent Events

September 5, 2023, the Company issued 2,500 shares of our common stock at a deemed price of $ 2.47 per share to one entity pursuant to

a consulting agreement and issued 70,000 shares of our common stock at a deemed price of $ 1.64 per share to one entity pursuant to a

consulting agreement.

September 14, 2023, two officers of the Company exercised an aggregate of 180,400 stock options on a deemed net-stock exercise basis

resulting in the issuance of an aggregate of 90,898 shares of our common stock and the forfeiture of 89,502 stock options to the Company.

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

8 unchanged sentences

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

limitation, this Quarterly Report on Form 10-Q for the six months ended August 31, 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.

limitation, this Quarterly Report on Form 10-Q for the nine months ended November 30, 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 August

31, 2023, and our results of operations for the three and six months ended August 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.

MD&A is focused on material changes in our financial condition from February 28, 2023, our most recently completed year end, to November

30, 2023, and our results of operations for the three and nine months ended November 30, 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.

4 unchanged sentences

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.

principal executive offices are located at 111 Somerset Road, Level 3, Singapore 238164, and our telephone number is (347) 349-5339.

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

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following diagram depicts our corporate structure:

Our 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

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

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.

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.

To 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 Council.

In severe circumstances, the

business of our PRC subsidiary may be ordered to suspend and its business qualifications and licences may be revoked.

To address challenges resulting from laws, policies

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

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

We own 100% of the equity of

a WFOE, Shanghai JiuGe Business Management Co., Ltd.

( 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.

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

Any securities that we offer will be securities of the Company, the Delaware holding company, not of the VIE.

We 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.

As a 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.

As 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.

Share Exchange Agreement

Effective 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.

As a result of the Share Exchange Agreement and

the other transactions contemplated thereunder, FMCL became a wholly owned subsidiary of the Company.

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.

This 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.

VIE Agreements

On October 16, 2018, the Company, through its

indirect wholly owned subsidiary, Shanghai JiuGe Business Management Co., Ltd.

( JiuGe Management ), entered into

a series of agreements known as variable interest agreements (the VIE Agreements ) pursuant to which Shanghai JiuGe

Information Technology Co., Ltd.

( JiuGe Technology ) became our contractually controlled affiliate.

The use of VIE

agreements is a common structure used to acquire PRC corporations, particularly in certain industries in which foreign investment is

restricted or forbidden by the PRC government.

The VIE Agreements include a Consulting Services Agreement, a Loan Agreement, a Power

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

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 disfavours 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 JiuGe Technology.

We operate our mobile payment platform business through JiuGe Technology.

The VIE Agreements included:

VIE Agreements included:

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

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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

The loan amount has now been increased to RMB50,000,000.

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 WFOE.

This agreement could constrain Ms.

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

of the WFOE and investors;

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

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without the prior consent of the WFOE.

Our PRC counsel has reviewed these agreements and believes that all the VIE Agreements were

duly signed and are not in violation of applicable laws of PRC.

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.

Our PRC counsel has reviewed these agreements and believes that all the VIE Agreements were duly signed and

are not in violation of applicable laws of PRC.

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 established contracts with China Unicom and China Mobile, initiating the provision of mobile

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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

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

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

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,

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of Operations

Months Ended August 31, 2023 Compared to the Three Months Ended August 31, 2022

Months Ended November 30, 2023 Compared to the Three Months Ended November 30, 2022

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

For the three months ended

August 31, 2023

August 31, 2022

November 30, 2023

November 30, 2022

Cost of revenue

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$ (1,944,343 )

$ (2,521,992 )

Foreign currency translation adjustment

6 unchanged sentences

For the three months ended

August 31, 2023

August 31, 2022

November 30, 2023

November 30, 2022

Telecommunication Products & Services

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Total Revenue

recorded $9,279,166 in revenue for the three months ended August 31, 2023, an increase of $4,296,209 or 86%, compared to the three months

ended August 31, 2022.

This increase resulted from an increase in revenue of $6,383,730 from our Telecommunication Products & Services,

buoyed by both the addition of a new product line and organic expansion, and an increase in revenue of $14,246 from our Big Data business,

offset in part by a decrease in revenue of $2,101,767 from our SMS & MMS business.

recorded $6,140,146 in revenue for the three months ended November 30, 2023, a decrease of $5,262,789 or 46%, compared to the three months

ended November 30, 2022.

This decrease resulted from decrease in revenue of $4,220,079, $860,794 and $181,916 from our Telecommunication

Products & Services, SMS & MMS business and Big Data business, respectively.

We principally earn revenue by providing mobile

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from the telecommunications companies for all monies paid by consumers to those companies that we process.

The notable revenue escalation

in the Telecommunication Products & Services not only reflect our recent capital allocation into this domain, leveraging funds received

in the preceding months but also our efforts in diversifying our offerings with new product line.

We foresee sustained growth for this

segment as we strategize to allocate more resources in the coming months.

Contrastingly, our SMS and MMS business has reduced substantially

as compared to the previous three months ended August 31, 2022.

Changes in the government protocol for SMS and MMS distribution resulted

in a significant decline in our revenue in this sector, compelling us to focus on our other business lines.

However, its imperative

to note that we remain optimistic about the SMS and MMS business.

It continues to hold significance in our broader financial picture,

and we are diligently formulating enhancements to rejuvenate this services performance.

In shifting focus to our Big Data business

in FY2021, we forged a valuable alliance 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 of applying new

insights generated from our predictive model to the traditional insurance industry.

Building upon the successful implementation of the

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

During the 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.

While the revenue of our Big Data division has seen a positive shift in the current quarter, primarily

due to our collaborations with Pacific Life Re and Munich Re, the magnitude of this growth has been modest.

However, we are optimistic

and anticipate more significant improvements in the upcoming periods.

In the recent quarter, we

have navigated through some market challenges that have modestly impacted our revenue streams across various segments.

The recent period

has seen a decline in our Telecommunication Products & Services division, which we believe is temporary.

We remain confident that

this is a short-term challenge, and we are poised for a strong recovery, reaffirming its significance within our suite of services.

SMS and MMS business has experienced a significant downturn, primarily due to regulatory measures.

We are actively re-evaluating our

approach to adapt to these changes and uncover alternative avenues for growth within this segment.

As for our Big Data business, despite

this quarters revenue contraction, we believe the horizon looks bright.

Sapientus is gearing up to commercialize our cutting-edge

Big Data models, anticipating more partnership expansions and broadened commercial applications in the forthcoming year.

We are encouraged

by the steady progress with our existing partners, with large-scale commercialization expected within the next 2-3 years.

modules are rapidly advancing, aimed at transcending traditional boundaries to include sales and customer engagements empirical

validation of our models over the past year, which we believe promises a shift towards more profitable profit-sharing models in the future.

Despite the challenges reflected in this quarters financials, we are channelling our resources towards innovative exploration

of new business areas.

Our commitment to diversification and innovation is unwavering, and we believe it is fundamental to building a

resilient, long-term enterprise.

We recognize that the current landscape is dynamic, and we are adapting our strategies accordingly

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

For the three months ended

August 31, 2023

August 31, 2022

November 30, 2023

November 30, 2022

Telecommunication Products & Services

1 unchanged sentence

Total Cost of Revenue

recorded $7,437,632 in costs of revenue for the three months ended August 31, 2023, an increase of $2,872,459 or 63%, compared to the

three months ended August 31, 2022.

recorded $5,502,151 in costs of revenue for the three months ended November 30, 2023, a decrease of $5,042,170 or 48%, compared to the

three months ended November 30, 2022.

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

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in our cost of revenue.

gross profit for the three months ended August 31, 2023 was $1,841,534, an increase of $1,423,750 or 341%, compared to the three months

ended August 31, 2022.

The significant increase in gross profit was attributed to not only the enhanced revenue for the period but also

the introduction of new product mix within the Telecommunication Products & Services.

gross profit for the three months ended November 30, 2023 was $637,995, a decrease of $220,619 or 26%, compared to the three months ended

November 30, 2022.

The decrease is primarily due to reduced revenues in all three key segments, reflecting a tough economic climate and

competitive pressures.

& Depreciation

recorded depreciation of $17,671 for fixed assets for the three months ended August 31, 2023, an increase of $4,205 or 31%, compared

to the three months ended August 31, 2022.

recorded depreciation of $17,525 for fixed assets for the three months ended November 30, 2023, an increase of $509 or 3%, compared to

the three months ended November 30, 2022.

& Administrative Expenses

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For the three months ended

August 31, 2023

August 31, 2022

November 30, 2023

November 30, 2022

Entertainment

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Total G&A Expenses

recorded $1,634,356 in general and administrative expenses for the three months ended August 31, 2023, an increase of $358,487 or 28%,

compared to the three months ended August 31, 2022.

recorded $2,256,185 in general and administrative expenses for the three months ended November 30, 2023, an increase of $620,385 or 38%,

compared to the three months ended November 30, 2022.

The increase encompasses a range of costs integral to the Companys ongoing

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For the three months ended

August 31, 2023

August 31, 2022

November 30, 2023

November 30, 2022

Marketing Cost

recorded $53,437 in marketing cost for the three months ended August 31, 2023, being a decrease of $110,952 or 66%, compared to the three

months ended August 31, 2022.

recorded $40,963 in marketing cost for the three months ended November 30, 2023, being a decrease of $23,049 or 36%, compared to the

three months ended November 30, 2022.

These marketing costs were for our telecommunication products and services business.

Marketing costs represent

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

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

& Development

1 unchanged sentence

For the three months ended

August 31, 2023

August 31, 2022

November 30, 2023

November 30, 2022

Research & Development

incurred fees of $176,956 in research & development for the three months ended August 31, 2023 as compared to $198,104 for the three

months ended August 31, 2022.

incurred fees of $176,119 in research & development for the three months ended November 30, 2023 as compared to $180,158 for the

three months ended November 30, 2022.

The decrease of $4,039 or 2% was due to the savings from data access and usage fee charged by telecommunications

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

The following capture the most recent accomplishments and milestones:

Over the course of 2023, Sapientus has made great strides on several fronts:

market implementation, analytical advancement, and network

These developments proceed in parallel with continued efforts to enrich our portfolio line-up towards fulfilling our commercialization

potential and value creation objectives:

of an analytic engine within the leading reinsurers risk assessment and selection system.

Our rating models have been onboarded onto our partners innovative digital solutions platform as an embedded component of their

underwriting engine.

Through this pilot adoption, we brought forward both integrative as well as complementary value through injecting

new data-driven insights and risk-scoring capabilities into our partners system.

We believe this arrangement strategically positions

Sapientus for further market recognition and partnership opportunities.

Currently, our rating models are being used by more than 20 major insurance companies, with increasing reach in terms of user base and

business coverage as our reinsurer partner continues to actively engage more insurance clients and apply our model results across wider

spectrums of product lines including medical and Critical Illness (CI) portfolios.

enhancement through calibration against empirical data - We have deepened our analytic capabilities in generating risk insights and

behavioural understanding through sharpening our proprietary modeling tools with empirical insurance claims data, in conjunction

with our partners medical as well as non-medical underwriting guidelines.

The elevated intelligence of our system could empower

our partners with greater latitude of risk and value segmentation abilities critical for successful portfolio management.

Strengthening

partnership network – Signed the Phase 2 Collaboration Agreement with Pacific Life Re in Asia in August 2022.

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 existing partnerships and broadening into new engagements - We continue to leverage our vast analytical assets and reinvent our

capabilities to better serve existing partners as well as recruit new collaboration parties.

As part of our new business and partner

acquisition strategy, we have been actively developing and promoting new value propositions, such as offering proprietary analytic

tools and insights that facilitate more effective sales profiling and creative product innovations, capturing a wider commercial

patent recognition – Over the past four years, Sapientus has been granted nine 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.

for example, Risk Rating API Design, and Insurance Risk Assessment platform and Insurance Fraud Detection System.

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.

is important to emphasize that our allocation to research and development is foundational to our technology-oriented operations.

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For the three months ended

August 31, 2023

August 31, 2022

November 30, 2023

November 30, 2022

Share compensation expenses

incurred fees of $108,213 in share issuance for consultants in consideration of the services which have been provided to the Company

for the three months ended August 31, 2023, as compared to $254,547 for the three months ended August 31, 2022.

for the three months ended November 30, 2023, as compared to $823,431 for the three months ended November 30, 2022.

The decrease of $715,218

1 unchanged sentence

The rationale

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

the cash to invest in revenue-generating activities.

recorded $2,041,838 in operating expenses for the three months ended August 31, 2023, as compared to $1,911,375 in operating expenses

for the three months ended August 31, 2022.

The increase of $130,463 or 7%, for the three months ended August 31, 2023, is as set forth

for compensating these consultants and advisors with shares is to (i) minimize the usage of cash by the Company to allow the Company

to use the cash to invest in revenue-generating activities, and (ii) ensure that their contributions are closely tied to the growth and

prosperity of our Company.

recorded $2,599,005 in operating expenses for the three months ended November 30, 2023, as compared to $2,720,417 in operating expenses

for the three months ended November 30, 2022.

The decrease of $121,412 or 4%, for the three months ended November 30, 2023, is as set

loss attributable to the Companys shareholders

net loss attributable to the Companys shareholders was $134,081 for the three months ended August 31, 2023, and $1,537,365 for

the three months ended August 31, 2022.

net loss attributable to the Companys shareholders was $1,944,343 for the three months ended November 30, 2023, and $2,521,992

for the three months ended November 30, 2022.

The decrease in net loss attributable to the Companys shareholders of $577,649 or

resulted primarily from the higher revenue and gross profit as discussed above.

Months Ended August 31, 2023 Compared to the Six Months Ended August 31, 2022

23% is as discussed above.

Months Ended November 30, 2023 Compared to the Nine Months Ended November 30, 2022

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

For the six months ended

August 31, 2023

August 31, 2022

For the nine months ended

November 30, 2023

November 30, 2022

Cost of revenue

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

For the six months ended

August 31, 2023

August 31, 2022

For the nine months ended

November 30, 2023

November 30, 2022

Telecommunication Products & Services

1 unchanged sentence

Total Revenue

recorded $21,448,257 in revenue for the six months ended August 31, 2023, an increase of $11,610,177 or 118%, compared to the six months

ended August 31, 2022.

This increase resulted from an increase in revenue of $16,878,869 from our Telecommunication Products & Services,

buoyed by both the addition of a new product line and organic expansion, and an increase of revenue of $163,952 from our Big Data business,

offset in part by a decrease in revenue of $5,432,644 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 recent past

months to this line of business.

The notable revenue escalation in the Telecommunication Products & Services not only reflects our

recent capital allocation into this domain, leveraging funds received in the preceding months but also our efforts in diversifying our

offerings with new product lines.

We foresee sustained growth for this segment as we strategize to allocate more resources in the coming

Contrastingly, our SMS and MMS business has reduced substantially as compared to the previous six months ended August 31, 2022.

Changes in the government protocol for SMS and MMS distribution resulted in a significant decline in our revenue in this sector, compelling

us to focus on our other business lines.

recorded $27,588,403 in revenue for the nine months ended November 30, 2023, an increase of $6,347,388 or 30%, compared to the nine months

ended November 30, 2022.

This increase resulted from an increase in revenue of $12,658,790 from our Telecommunication Products &

Services, buoyed by both the addition of a new product line and organic expansion;

offset in part by a decrease in revenue of $6,293,438

from our SMS & MMS business and a decrease of revenue of $17,964 from our Big Data 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 recent

past months to this line of business.

The notable revenue escalation in the Telecommunication Products & Services not only reflects

our capital allocation into this domain, leveraging funds received in the preceding months but also our efforts in diversifying our offerings

with new product lines.

We foresee sustained growth for this segment as we strategize to allocate more resources in the near future.

Contrastingly, our SMS and MMS business has reduced substantially as compared to the previous nine months ended November 30, 2022.

in the government protocol for SMS and MMS distribution resulted in a significant decline in our revenue in this sector, compelling us

to focus on our other business lines.

However, its imperative to note that we remain optimistic about the SMS and MMS business.

It continues to hold significance in our broader financial picture, and we are diligently formulating enhancements to rejuvenate this

services performance.

In shifting focus to our Big Data business in FY2021, we forged a valuable alliance 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

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

During the 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 six month period in our Big

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

While the revenue of our Big Data division has seen

a positive shift in the current six month period, primarily due to our collaborations with Pacific Life Re and Munich Re, the magnitude

of this growth has been modest.

However, we are optimistic and anticipate more significant improvements in the upcoming periods.

It continues to hold significance in our broader financial picture, and we are actively re-evaluating our approach to adapt to these

changes and uncover alternative avenues for growth within this segment.

In shifting focus to our Big Data business in FY2021, we forged

a valuable alliance 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.

Building upon the successful implementation of the initial phase, Pacific

Life Re proceeded with Phase 2 in the previous fiscal year.

During the 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

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 nine-month period in our Big Data division is a result of both the contracts with Pacific Life Re

and Munich Re.

While the revenue of our Big Data division has seen a positive shift in the current nine-month period, primarily due to

our collaborations with Pacific Life Re and Munich Re, the magnitude of this growth has been modest.

However, we are optimistic and anticipate

more significant improvements in the upcoming periods.

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

For the six months ended

August 31, 2023

August 31, 2022

For the nine months ended

November 30, 2023

November 30, 2022

Telecommunication Products & Services

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Total Cost of Revenue

recorded $18,944,174 in costs of revenue for the six months ended August 31, 2023, an increase of $9,900,949 or 109%, compared to the

six months ended August 31, 2022.

recorded $24,446,325 in costs of revenue for the nine months ended November 30, 2023, an increase of $4,858,779 or 25%, compared to the

nine months ended November 30, 2022.

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

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in our cost of revenue.

gross profit for the six months ended August 31, 2023 was $2,504,083, an increase of $1,709,228 or 215%, compared to the six months ended

August 31, 2022.

The significant increase in gross profit was attributed to not only the enhanced revenue for the period but also the

introduction of new product mix within the Telecommunication Products & Services.

gross profit for the nine months ended November 30, 2023 was $3,142,078, an increase of $1,488,609 or 90%, compared to the nine months

ended November 30, 2022.

The significant increase in gross profit was attributed to not only the enhanced revenue for the period but

also the introduction of new product mix within the Telecommunication Products & Services.

& Depreciation

recorded depreciation of $36,013 for fixed assets for the six months ended August 31, 2023, an increase of $8,375 or 30%, compared to

the six months ended August 31, 2022.

recorded depreciation of $53,538 for fixed assets for the nine months ended November 30, 2023, an increase of $8,884 or 20%, compared

to the nine months ended November 30, 2022.

& Administrative Expenses

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

For the six months ended

August 31, 2023

August 31, 2022

For the nine months ended

November 30, 2023

November 30, 2022

Entertainment

2 unchanged sentences

Total G&A Expenses

recorded $2,996,346 in general and administrative expenses for the six months ended August 31, 2023, an increase of $480,927 or 19%,

compared to six months ended August 31, 2022.

The increase encompasses a range of costs integral to the Companys ongoing operational

and administrative requirements.

The expenses include, but are not limited to, regulatory filings, professional services fees, ongoing

funding activities, and other costs associated with adhering to both domestic and international operational standards and requirements.

recorded $5,252,531 in general and administrative expenses for the nine months ended November 30, 2023, an increase of $1,101,312 or

27%, compared to nine months ended November 30, 2022.

The increase encompasses a range of costs integral to the Companys ongoing

operational and administrative requirements.

The expenses include, but are not limited to, regulatory filings, professional services

fees, ongoing funding activities, and other costs associated with adhering to both domestic and international operational standards and

requirements.

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

For the six months ended

August 31, 2023

August 31, 2022

For the nine months ended

November 30, 2023

November 30, 2022

Marketing Cost

recorded $51,596 in marketing cost for the six months ended August 31, 2023, being a decrease of $174,984 or 77%, compared to the six

months ended August 31, 2022.

recorded $92,559 in marketing cost for the nine months ended November 30, 2023, being a decrease of $198,033 or 68%, compared to the

nine months ended November 30, 2022.

These marketing costs were for our telecommunication products and services business.

Marketing costs represent

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

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 six months ended

August 31, 2023

August 31, 2022

For the nine months ended

November 30, 2023

November 30, 2022

Research & Development

incurred fees of $349,055 in research & development for the six months ended August 31, 2023, as compared to $409,751 for the six

months ended August 31, 2022.

The decrease of $60,696 or 15% was due to the savings from data access and usage fee charged by telecommunications

incurred fees of $525,174 in research & development for the nine months ended November 30, 2023, as compared to $589,909 for the

nine months ended November 30, 2022.

The decrease of $64,735 or 11% was due to the savings from data access and usage fee charged by

telecommunications company.

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

6 unchanged sentences

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 behavioural analytics to the fintech sector in sparking new innovations and commercial applications.

The following capture the most recent accomplishments and milestones:

the course of 2023, Sapientus has made great strides on several fronts:

market implementation, analytical advancement, and network engagement.

These developments proceed in parallel with continued efforts to enrich our portfolio line-up towards fulfilling our commercialization

potential and value creation objectives:

of an analytic engine within the leading reinsurers risk assessment and selection system.

Our rating models have been onboarded onto our partners innovative digital solutions platform as an embedded component of their

underwriting engine.

Through this pilot adoption, we brought forward both integrative as well as complementary value through injecting

new data-driven insights and risk-scoring capabilities into our partners system.

We believe this arrangement strategically positions

Sapientus for further market recognition and partnership opportunities.

Currently, our rating models are being used by more than 20 major insurance companies, with increasing reach in terms of user base and

business coverage as our reinsurer partner continues to actively engage more insurance clients and apply our model results across wider

spectrums of product lines including medical and Critical Illness (CI) portfolios.

enhancement through calibration against empirical data - We have deepened our analytic capabilities in generating risk insights and

behavioural understanding through sharpening our proprietary modelling tools with empirical insurance claims data, in conjunction with

our partners medical as well as non-medical underwriting guidelines.

The elevated intelligence of our system could empower

our partners with a greater latitude of risk and value segmentation abilities critical for successful portfolio management.

Strengthening

partnership network – Signed the Phase 2 Collaboration Agreement with Pacific Life Re in Asia in August 2022.

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 existing partnerships and broadening into new engagements -We continue to leverage our vast analytical assets and reinvent our

capabilities to better serve existing partners as well as recruit new collaboration parties.

As part of our new business and partner

acquisition strategy, we have been actively developing and promoting new value propositions, such as offering proprietary analytic

tools and insights that facilitate more effective sales profiling and creative product innovations, capturing a wider commercial

patent recognition – Over the past four 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.

for example, Risk Rating API Design, and Insurance Risk Assessment platform and Insurance Fraud Detection System.

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.

is important to emphasize that our allocation to research and development is foundational to our technology-oriented operations.

3 unchanged sentences

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

For the six months ended

August 31, 2023

August 31, 2022

For the nine months ended

November 30, 2023

November 30, 2022

Share compensation expenses

incurred fees of $559,092 in share issuance for consultants in consideration of the services which have been provided to the company

for the six months ended August 31, 2023, as compared to $544,478 for the six months ended August 31, 2022.

The decrease of $93,599 or

17% was due to the reduced engagement of consultants to the Company that were compensated with shares of our common stock.

for the nine months ended November 30, 2023, as compared to $1,367,909 for the nine months ended November 30, 2022.

The decrease of $808,817

or 59% was due to the reduced engagement of consultants to the Company that were compensated with shares of our common stock.

The rationale

1 unchanged sentence

the cash to invest in revenue-generating activities.

recorded $3,883,889 in operating expenses for the six months ended August 31, 2023, as compared to $3,723,866 in operating expenses for

the six months ended August 31, 2022.

The increase of $160,023 or 4%, for the six months ended August 31, 2023, is as set forth above.

recorded $6,482,894 in operating expenses for the nine months ended November 30, 2023, as compared to $6,444,283 in operating expenses

for the nine months ended November 30, 2022.

The increase of $38,611 or 1%, for the nine months ended November 30, 2023, is as set forth

Loss attributable to the Companys shareholders

net loss attributable to the Companys shareholders was $1,399,552 for the six months ended August 31, 2023, and $2,981,488 for

the six months ended August 31, 2022.

The decrease in net loss attributable to the Companys shareholders of $1,581,936 or 53%

resulted primarily from the higher revenue and gross profit as discussed above.

net loss attributable to the Companys shareholders was $3,343,895 for the nine months ended November 30, 2023, and $5,503,480

for the nine months ended November 30, 2022.

The decrease in net loss attributable to the Companys shareholders of $2,159,585

or 39% 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 August 31, 2023 and February 28, 2023:

As at August 31,

following table sets out our cash and working capital as of November 30, 2023 and February 28, 2023:

As at November 30,

As at February 28,

1 unchanged sentence

Working capital

August 31, 2023, we had cash and cash equivalents of $4,043,279, as compared to cash and cash equivalents of $9,240,241 at February 28,

Our mobile payment business model necessitates periodic fund deposits with our telecommunication companies to obtain access to

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

Our recent capital influx enabled us to amplify our prepayments

and deposits with the telecommunication entities, subsequently driving a surge in revenue.

Therefore, the observed variability in our

cash holdings is a deliberate operational strategy to optimize revenue generation.

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 and cash equivalents, coupled with our operating revenues, will sufficiently cover our projected operational

needs and address our outstanding liabilities for the upcoming year.

For more expansive growth, further enhancing our deposits with telecommunication

entities will be crucial.

In line with this, 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 $840,000 through the exercise of warrants to purchase shares of our common stock during the six months ended August

November 30, 2023, we had cash and cash equivalents of $1,934,565, as compared to cash and cash equivalents of $9,240,241 at February

Our mobile payment business model necessitates periodic fund deposits with our telecommunication companies to obtain access

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

The capital influx from our November 2022 private placements

enabled us to subsequently amplify our prepayments and deposits with the telecommunication entities, subsequently driving a surge in

Therefore, the observed variability in our cash holdings is a deliberate operational strategy to try to optimize revenue generation.

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 and cash equivalents, coupled with our operating

revenues, will sufficiently cover our projected operational needs and address our outstanding liabilities for the next 12 monhts.

more expansive growth, further enhancing our deposits with telecommunication entities will be crucial.

In line with this, 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 $840,000 through the exercise of warrants to purchase shares of our common stock during the nine months ended November

30, 2023, which transactions were exempt from the registration requirements of the U.S.

2 unchanged sentences

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

For the six months ended

August 31, 2023

August 31, 2022

For the nine months ended

November 30, 2023

November 30, 2022

Net cash used in operating activities

7 unchanged sentences

Flow used in Operating Activities

cash used in operating activities increased by $1,088,319 in the six months ended August 31, 2023 compared to the six months ended August

31, 2022, primarily due to an increase in account receivable of ($7,292,931) (August 31, 2022:

$1,686,094), increase in other receivable

of ($2,067,397) (August 31, 2022:

$14,789), decrease in accrual and other payable of ($434,852) (August 31, 2022:

($585,539)) and decrease

in lease liability of ($2,673) (August 31, 2022:

offset by decrease in prepayment and deposit of $329,727 (August 31, 2022:

and increase in accounts payable of $5,327,561 (August 31, 2022:

cash used in operating activities increased by $1,352,581 in the nine months ended November 30, 2023 compared to the nine months ended

November 30, 2022, primarily due to an increase in account receivable of ($5,072,577) (November 30, 2022:

$555,729), increase in prepayment

and deposit of ($1,113,267) (November 30, 2022:

($1,695,534)), increase in other receivable of ($2,161,319) (November 30, 2022:

decrease in accrual and other payable of ($102,182) (November 30, 2022:

$1,093,377) and decrease in lease liability of ($4,618) (November

offset by increase in accounts payable of $3,864,745 (November 30, 2022:

($1,871,709)).

Flow used in Investing Activities

the six months ended August 31, 2023, net cash used in investing activities decreased by $3,748 compared to $4,120 in the six months

ended August 31, 2022.

the nine months ended November 30, 2023, net cash used in investing activities decreased by $67,382 compared to $67,761 in the nine months

ended November 30, 2022.

Flow provided by Financing Activities

the six months ended August 31, 2023, net cash provided by financing activities decreased by $5,825,333 compared to $5,530,000 provided

by financing activities in the six months ended August 31, 2022.

The decrease was primarily due to the repayment of convertible notes

and a decrease in the sale of equity securities during the six months ended August 31, 2023.

the nine months ended November 30, 2023, net cash used by financing activities was $295,333 compared to net cash provided by financing

activities during the nine months ended November 30, 2022 was $17,550,000, which reflects a decrease of $17,845,333 from the $17,550,000

provided by financing activities in the nine months ended November 30, 2022.

The decrease was primarily due to the repayment of convertible

notes and a decrease in the sale of equity securities during the nine months ended November 30, 2023.

Sheet Arrangements

2 unchanged sentences

is material to investors.

September 5, 2023, the Company issued 2,500 shares of our common stock at a deemed price of $2.47 per share to one entity pursuant to

a consulting agreement and issued 70,000 shares of our common stock at a deemed price of $1.64 per share to one entity pursuant to a

consulting agreement.

September 14, 2023, two officers of the Company exercised an aggregate of 180,400 stock options on a deemed net-stock exercise basis

resulting in the issuance of an aggregate of 90,898 shares of our common stock and the forfeiture of 89,502 stock options to the Company.

Accounting Policies

12 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements