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Item 8. Financial Statements and Supplementary Data

2024-05-29 compared with 2023-05-30 · 553 added, 603 removed, 346 unchanged (77% of the section changed)

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

FINGERMOTION,

FINANCIAL STATEMENTS

the year ended February 28, 2023

to the Financial Statements

of Independent Registered Public Accounting Firm

FINGERMOTION, INC.

CONSOLIDATED FINANCIAL STATEMENTS

For the year ended February 29, 2024

(Expressed in U.S.

Index to the Financial Statements

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets at February 29, 2024 and February 28, 202 3

2 unchanged sentences

Consolidated Statements of Cash Flows for the years ended February 29, 2024 and February 28, 202 3

to the Consolidated Financial Statements

Notes to the Consolidated Financial Statements

Centurion ZD CPA & Co.

Certified Public Accountants (Practising)

1304, 13/F, Two Harbourfront, 22 Tak Fung Street, Hunghom, Hong Kong.

Unit 1304, 13/F, Two Harbourfront, 22 Tak Fung Street, Hunghom, Hong Kong.

香港紅磡德豐街22號海濱廣場二期 13樓1304室

1 unchanged sentence

(852) 2122 9078

of Independent Registered Public Accounting Firm

the Board of Directors and Stockholders of FingerMotion, Inc.

on the Financial Statements

have audited the accompanying consolidated balance sheets of FingerMotion, Inc.

(the “Company”) as of February 28, 2023 and

2022, and the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for each

of the two years in the period ended February 28, 2023 and 2022, and the related notes (collectively referred to as the “financial

statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position

of the Company as of February 28, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the

period ended February 28, 2023 and 2022 in conformity with accounting principles generally accepted in the United States of America.

Doubt about the Company’s Ability to continue as a Going Concern

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

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

doubt about its ability to continue as a going concern.

Report of Independent Registered Public Accounting

To the Board of Directors and Stockholders

of FingerMotion, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheets of FingerMotion, Inc.

(the “Company”) as of February 29, 2024 and February 28, 2023, and the related consolidated

statements of operations and comprehensive loss, stockholders’ equity and cash flows for each of the two years in the period ended

February 29, 2024 and February 28, 2023, and the related notes (collectively referred to as the “financial statements”).

our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as

of February 29, 2024 and February 28, 2023, and the results of its operations and its cash flows for each of the two years in the period

ended February 29, 2024 and February 28, 2023 in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s

Ability to continue as a Going Concern

The accompanying consolidated financial statements

have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 3 to the consolidated financial statements,

the Company has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 3.

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

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

Our responsibility is to express an opinion on the Company’s

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

The consolidated financial statements do not include

any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

Audit Matters

audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be

communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and

(2) involved our especially challenging, subjective, or complex judgments.

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from

the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,

subjective, or complex judgments.

We determined that there are no critical audit matters.

Centurion ZD CPA & Co.

/s/ Centurion ZD CPA & Co.

Centurion ZD CPA & Co.

We have served as the Company’s auditor since 2017

FingerMotion,

Balance Sheets

PCAOB ID # 2769

FingerMotion, Inc.

Consolidated Balance Sheets

Current Assets

38 unchanged sentences

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

FingerMotion,

Statements of Operations

FingerMotion, Inc.

Consolidated Statements of Operations

Cost of revenue

47 unchanged sentences

Weighted Average Common Shares Outstanding - Diluted

FingerMotion,

Statement of Shareholders’ Equity

FingerMotion, Inc.

Consolidated Statement of Shareholders’ Equity

Paid-in capital

Comprehensive

1 unchanged sentence

Non-controlling

at March 1, 2022

stock options

Balance at March 1, 2023

( 24,691,314 )

stock issued for cash

stock issued for professional service

of convertible notes

exercise of warrants

paid-in capital - stock options

other comprehensive income

Common stock issued for cash

Common stock issued for professional service

Execution of convertible notes

Cashless exercise of warrants

Deemed net-stock exercise of options

Additional paid-in capital - stock options

Accumulated other comprehensive income

( 3,757,519 )

1 unchanged sentence

( 3,812,017 )

at February 28, 2023

Balance at February 29, 2024

( 28,448,833 )

Paid-in capital

Comprehensive

1 unchanged sentence

Non-controlling

at March 1, 2021

stock options

Balance at March 1, 2022

( 17,152,172 )

stock issued for cash

stock issued for professional service

of convertible notes

subscribed / (cancelled)

paid-in capital - stock options

other comprehensive income

Common stock issued for cash

Common stock issued for professional service

Execution of convertible notes

Cashless exercise of warrants

Additional paid-in capital - stock options

Accumulated other comprehensive income

( 7,539,142 )

1 unchanged sentence

( 7,538,837 )

at February 28, 2022

Balance at February 28, 2023

( 24,691,314 )

FingerMotion,

Statements of Cash Flows

FingerMotion, Inc.

Consolidated Statements of Cash Flows

$ ( 3,812,017 )

7 unchanged sentences

(Increase) decrease in accounts receivable

( 7,855,567 )

(Increase) decrease in prepayment and deposit

3 unchanged sentences

( 1,444,834 )

( 1,872,266 )

(Increase) decrease in inventories

8 unchanged sentences

Purchase of equipment

Purchase of intangible assets

Net cash provided by (used in) investing activities

1 unchanged sentence

Proceed form convertible notes

Proceed form loan payable

Repayment of convertible notes

( 1,135,333 )

Advances from stock subscription payable

3 unchanged sentences

Net change in cash

( 7,723,009 )

Cash at beginning of year

4 unchanged sentences

Interest paid

1 – Nature of Business and basis of Presentation

FingerMotion,

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

of the State of Delaware.

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

owners who rent or lease their property to third-party tenants.

Company changed its name to FingerMotion, Inc.

Note 1 – Nature of Business and basis of Presentation

FingerMotion, Inc.

fka Property Management Corporation

of America (the “Company”) was incorporated on January 23, 2014, under the laws of the State of Delaware.

The Company then

offered management and consulting services to residential and commercial real estate property owners who rent or lease their property

to third-party tenants.

The Company changed its name to FingerMotion,

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

In July 2017 the Company acquired all of

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

company which specialize in operating and publishing mobile games.

to the Share Exchange Agreement with FMCL, effective July 13, 2017 (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.

At the Closing

Date, the Company issued 12,000,000 shares of common stock to the FMCL shareholders.

In addition, the Company issued 600,000 shares to

other consultants in connection with the transactions contemplated by the Share Exchange Agreement.

transaction was accounted for as a “reverse acquisition” since, immediately following completion of the transaction, the

shareholders of FMCL effectuated control of the post-combination Company.

For accounting purposes, FMCL was deemed to be the accounting

acquirer in the transaction and, consequently, the transaction is treated as a recapitalization of FMCL (i.e., a capital transaction

involving the issuance of shares by the Company for the shares of FMCL).

Accordingly, the consolidated assets, liabilities, and results

of operations of FMCL became the historical financial statements of FingerMotion, Inc.

and its subsidiaries, and the Company’s

assets, liabilities and results of operations were consolidated with FMCL beginning on the acquisition date.

No step-up in basis or intangible

assets or goodwill were recorded in this transaction.

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

FMCL, a Hong Kong corporation, was formed in April 6, 2016.

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 JiuGe Management’s 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 Technology.

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

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

Motion Financial Company Limited was incorporated on January 24, 2020, and is 100% owned by FingerMotion, Inc.

The company has been activated

for the insurtech business during the last quarter of the fiscal year where the Big Data division secured its first contract and recorded

TengLian JiuJiu Information Communication Technology Co., Ltd.

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

mobile phone sales in China.

It is 99% owned by JiuGe Technology.

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

to venture into R&D projects.

2 - Summary of Principal Accounting Policies

of Consolidation and Presentation

consolidated financial statements have been prepared in accordance with U.S.

In July 2017 the Company acquired all of the outstanding shares of Finger Motion Company

Limited (“FMCL”), a Hong Kong corporation that is an information technology company which specialize in operating and publishing

mobile games.

Pursuant to the Share Exchange Agreement with

FMCL, effective July 13, 2017 (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.

At the Closing Date, the Company issued 12,000,000 shares

of common stock to the FMCL shareholders.

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

contemplated by the Share Exchange Agreement.

The transaction was accounted for as a “reverse

acquisition” since, immediately following completion of the transaction, the shareholders of FMCL effectuated control of the post-combination

For accounting purposes, FMCL was deemed to be the accounting acquirer in the transaction and, consequently, the transaction

is treated as a recapitalization of FMCL (i.e., a capital transaction involving the issuance of shares by the Company for the shares of

Accordingly, the consolidated assets, liabilities, and results of operations of FMCL became the historical financial statements

of FingerMotion, Inc.

and its subsidiaries, and the Company’s assets, liabilities and results of operations were consolidated with

FMCL beginning on the acquisition date.

No step-up in basis or intangible assets or goodwill were recorded in this transaction.

As a result of the Share Exchange Agreement and

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

FMCL, a Hong Kong corporation, was

formed in April 6, 2016.

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.,

(“JiuGe Technology”) became JiuGe Management’s 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 Technology.

On March 7, 2019, JiuGe Technology also acquired

99% of the equity interest of Beijing XunLian (“BX”), a subsidiary that provides bulk distribution of SMS messages for JiuGe

customers at discounted rates.

Finger Motion Financial Company Limited was incorporated

on January 24, 2020, and is 100% owned by FingerMotion, Inc.

The company has been activated for the insurtech business during the last

quarter of the fiscal year where the Big Data division secured its first contract and recorded revenue.

Shanghai TengLian JiuJiu Information Communication

Technology Co., Ltd.

was incorporated on December 23, 2020, for the purpose of venturing into mobile phone sales in China.

It is 99% owned

by JiuGe Technology.

On February 5, 2021, JiuGe Technology disposed

of its 99% owned subsidiary, Suzhou BuGuNiao Digital Technology Co., Ltd which was established to venture into R&D projects.

Note 2 - Summary of Principal Accounting Policies

Principles of Consolidation and Presentation

The consolidated financial statements have been

prepared in accordance with U.S.

generally accepted accounting principles (“U.S.

The consolidated financial statements include the financial statements of the Company, and its wholly-owned subsidiaries.

All intercompany

accounts, transactions, and profits have been eliminated upon consolidation.

2 - Summary of Principal Accounting Policies (continued)

interest entity

to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Section 810, “Consolidation”

(“ASC 810”), the Company is required to include in its consolidated financial statements, the financial statements of its

variable interest entities (“VIEs”).

ASC 810 requires a VIE to be consolidated if that company is subject to a majority of

the risk of loss for the VIE or is entitled to receive a majority of the VIE’s residual returns.

VIEs are those entities in which

a company, through contractual arrangements, bears the risk of, and enjoys the rewards normally associated with ownership of the entity,

and therefore the company is the primary beneficiary of the entity.

ASC 810, a reporting entity has a controlling financial interest in a VIE, and must consolidate that VIE, if the reporting entity has

both of the following characteristics:

(a) the power to direct the activities of the VIE that most significantly affect the VIE’s

economic performance;

and (b) the obligation to absorb losses, or the right to receive benefits, that could potentially be significant

The reporting entity’s determination of whether it has this power is not affected by the existence of kick-out rights

or participating rights, unless a single enterprise, including its related parties and de - facto agents, have the unilateral ability

to exercise those rights.

JiuGe Technology’s actual stockholders do not hold any kick-out rights that affect the consolidation

determination.

the VIE agreements disclosed in Note 1, the Company is deemed the primary beneficiary of JiuGe Technology.

Accordingly, the results of

JiuGe Technology have been included in the accompanying consolidated financial statements.

JiuGe Technology has no assets that are collateral

for or restricted solely to settle their obligations.

The creditors of JiuGe Technology do not have recourse to the Company’s general

following assets and liabilities of the VIE and VIE’s subsidiaries are included in the accompanying consolidated financial statements

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

and liabilities of the VIE

The consolidated financial statements

include the financial statements of the Company, and its wholly-owned subsidiaries.

All intercompany accounts, transactions, and profits

have been eliminated upon consolidation.

Note 2 - Summary of Principal Accounting Policies

Variable interest entity

Pursuant to Financial Accounting Standards Board

(“FASB”) Accounting Standards Codification (“ASC”) Section 810, “Consolidation” (“ASC 810”),

the Company is required to include in its consolidated financial statements, the financial statements of its variable interest entities

ASC 810 requires a VIE to be consolidated if that company is subject to a majority of the risk of loss for the VIE

or is entitled to receive a majority of the VIE’s residual returns.

VIEs are those entities in which a company, through contractual

arrangements, bears the risk of, and enjoys the rewards normally associated with ownership of the entity, and therefore the company is

the primary beneficiary of the entity.

Under ASC 810, a reporting entity has a controlling

financial interest in a VIE, and must consolidate that VIE, if the reporting entity has both of the following characteristics:

power to direct the activities of the VIE that most significantly affect the VIE’s economic performance;

and (b) the obligation

to absorb losses, or the right to receive benefits, that could potentially be significant to the VIE.

The reporting entity’s determination

of whether it has this power is not affected by the existence of kick-out rights or participating rights, unless a single enterprise,

including its related parties and de - facto agents, have the unilateral ability to exercise those rights.

JiuGe Technology’s actual

stockholders do not hold any kick-out rights that affect the consolidation determination.

Through the VIE agreements disclosed in Note 1,

the Company is deemed the primary beneficiary of JiuGe Technology.

Accordingly, the results of JiuGe Technology have been included in

the accompanying consolidated financial statements.

JiuGe Technology has no assets that are collateral for or restricted solely to settle

their obligations.

The creditors of JiuGe Technology do not have recourse to the Company’s general credit.

The following assets and liabilities of the VIE

and VIE’s subsidiaries are included in the accompanying consolidated financial statements of the Company as of February 29, 2024

and February 28, 2023:

Assets and liabilities of the VIE

Schedule of variable interest entity

6 unchanged sentences

Total liabilities

and liabilities of the VIE Subsidiary

Assets and liabilities of the VIE Subsidiary

February 29, 2024

5 unchanged sentences

Total liabilities

2 - Summary of Principal Accounting Policies (Continued)

Result of VIE

Note 2 - Summary of Principal Accounting Policies

Operating Result of VIE

For the Year Ended

4 unchanged sentences

( 11,820,554 )

( 15,800,926 )

Gross profit (loss)

10 unchanged sentences

$ ( 1,522,788 )

$ ( 1,364,400 )

Interest income

2 unchanged sentences

$ ( 1,401,277 )

$ ( 1,326,026 )

Result of VIE Subsidiary

Operating Result of VIE Subsidiary

For the Year Ended

6 unchanged sentences

Gross profit (loss)

$ ( 4,910,153 )

Amortization and depreciation

6 unchanged sentences

Profit (loss) from operations

$ ( 5,446,681 )

Interest income

1 unchanged sentence

Net profit (loss)

2 - Summary of Principal Accounting Policies (Continued)

preparation of the Company’s financial statements in conformity with generally accepted accounting principles of the United States

of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure

of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during

the reporting period.

Management makes its best estimate of the ultimate outcome for these items based on historical trends and other

information available when the financial statements are prepared.

$ ( 5,449,765 )

Note 2 - Summary of Principal Accounting Policies

Use of Estimates

The preparation of the Company’s financial

statements in conformity with generally accepted accounting principles of the United States of America requires management to make estimates

and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the

date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Management makes its best

estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements

are prepared.

Actual results could differ from those estimates.

Risks and Uncertainties

Company relies on cloud-based hosting through a global accredited hosting provider.

Certain Risks and Uncertainties

The Company relies on cloud-based hosting through

a global accredited hosting provider.

Management believes that alternate sources are available;

however, disruption or termination of this relationship could adversely affect our operating results in the near-term.

Intangible Assets

intangible assets are recorded at cost and are amortized over 3 - 10 years.

Similar to tangible property and equipment, the Company periodically

evaluates identifiable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount

may not be recoverable.

of Long-Lived Assets

Company classifies its long-lived assets into:

however, disruption or termination of

this relationship could adversely affect our operating results in the near-term.

Identifiable Intangible Assets

Identifiable intangible assets are recorded at

cost and are amortized over 3 - 10 years.

Similar to tangible property and equipment, the Company periodically evaluates identifiable intangible

assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Impairment of Long-Lived Assets

The Company classifies its long-lived assets into:

(i) computer and office equipment;

(ii) furniture and fixtures, (iii) leasehold improvements,

and (iv) finite – lived intangible assets.

assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying

value of such assets may not be fully recoverable.

It is possible that these assets could become impaired as a result of technology,

economy or other industry changes.

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

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

If the carrying

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

extent that the carrying value exceeds its fair value.

Fair value is determined through various valuation techniques, including discounted

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

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

of the respective assets.

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

are complex and subjective.

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

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

Receivable and Concentration of Risk

receivable, net is stated at the amount the Company expects to collect, or the net realizable value.

The Company provides a provision

for allowances that includes returns, allowances and doubtful accounts equal to the estimated uncollectible amounts.

The Company estimates

its provision for allowances based on historical collection experience and a review of the current status of trade accounts receivable.

It is reasonably possible that the Company’s estimate of the provision for allowances will change.

and finance lease right-of-use assets and lease liabilities are recognized at the commencement date based on the present value of the

future lease payments over the lease term.

When the rate implicit to the lease cannot be readily determined, the Company utilizes its

incremental borrowing rate in determining the present value of the future lease payments.

The incremental borrowing rate is derived from

information available at the lease commencement date and represents the rate of interest that the Company would have to pay to borrow

on a collateralized basis over a similar term and amount equal to the lease payments in a similar economic environment.

The right-of-use

asset includes any lease payments made and lease incentives received prior to the commencement date.

Operating lease right-of-use assets

also include any cumulative prepaid or accrued rent when the lease payments are uneven throughout the lease term.

The right-of-use assets

and lease liabilities may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise

2 - Summary of Principal Accounting Policies (Continued)

and Cash Equivalents

and cash equivalents represent cash on hand, demand deposits, and other short-term highly liquid investments placed with banks, which

have original maturities of three months or less and are readily convertible to known amounts of cash.

and Equipment

and equipment are stated at cost.

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

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

Estimated useful lives range from three 3

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

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

potential common shares outstanding during the period are included in diluted earnings per share.

Accounting Standard Codification Topic 260 (“ASC 260”), “Earnings Per Share,” requires that employee equity share

options, non-vested shares and similar equity instruments granted to employees be treated as potential common shares in computing diluted

(ii) furniture and fixtures, (iii) leasehold improvements, and (iv) finite – lived intangible

Long-lived assets held and used by the Company

are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be fully

It is possible that these assets could become impaired as a result of technology, economy or other industry changes.

If circumstances

require a long-lived asset or asset group to be tested for possible impairment, the Company first compares undiscounted cash flows expected

to be generated by that asset or asset group to its carrying value.

If the carrying value of the long-lived asset or asset group is not

recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value.

Fair value is determined through various valuation techniques, including discounted cash flow models, relief from royalty income approach,

quoted market values and third-party independent appraisals, as considered necessary.

The Company makes various assumptions and estimates

regarding estimated future cash flows and other factors in determining the fair values of the respective assets.

The assumptions and estimates

used to determine future values and remaining useful lives of long-lived assets are complex and subjective.

They can be affected by various

factors, including external factors such as industry and economic trends, and internal factors such as the Company’s business strategy

and its forecasts for specific market expansion.

Accounts Receivable and Concentration of Risk

Accounts receivable, net is stated at the amount

the Company expects to collect, or the net realizable value.

The Company provides a provision for allowances that includes returns, allowances

and doubtful accounts equal to the estimated uncollectible amounts.

The Company estimates its provision for allowances based on historical

collection experience and a review of the current status of trade accounts receivable.

It is reasonably possible that the Company’s

estimate of the provision for allowances will change.

Operating and finance lease right-of-use assets

and lease liabilities are recognized at the commencement date based on the present value of the future lease payments over the lease term.

When the rate implicit to the lease cannot be readily determined, the Company utilizes its incremental borrowing rate in determining the

present value of the future lease payments.

The incremental borrowing rate is derived from information available at the lease commencement

date and represents the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term and

amount equal to the lease payments in a similar economic environment.

The right-of-use asset includes any lease payments made and lease

incentives received prior to the commencement date.

Operating lease right-of-use assets also include any cumulative prepaid or accrued

rent when the lease payments are uneven throughout the lease term.

The right-of-use assets and lease liabilities may include options to

extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

Note 2 - Summary of Principal Accounting Policies

Cash and Cash Equivalents

Cash and cash equivalents represent cash on hand,

demand deposits, and other short-term highly liquid investments placed with banks, which have original maturities of three months or less

and are readily convertible to known amounts of cash.

Property and Equipment

Property and equipment are stated at cost.

of property and equipment is provided using the straight-line method for financial reporting purposes at rates based on the estimated

useful lives of the assets.

Estimated useful lives range from three to seven years.

Land is classified as held for sale when management

has the ability and intent to sell, in accordance with ASC Topic 360-45.

Earnings Per Share

Diluted earnings per share should be based on the actual number of options or shares granted and not yet forfeited,

unless doing so would be anti-dilutive.

The Company uses the “treasury stock” method for equity instruments granted in share-based

payment transactions provided in ASC 260 to determine diluted earnings per share.

Antidilutive securities represent potentially dilutive

securities which are excluded from the computation of diluted earnings or loss per share as their impact was antidilutive.

Company adopted ASC 606, Revenue from Contracts with Customers (“ASC 606”) beginning on January 1, 2018 using the modified

retrospective approach.

ASC 606 establishes principles for reporting information about the nature, amount, timing and uncertainty of

revenue and cash flows arising from the entity’s contracts to provide goods or services to customers.

The core principle requires

an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration

that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied.

Company has assessed the impact of the guidance by reviewing its existing customer contracts and current accounting policies and practices

to identify differences that will result from applying the new requirements, including the evaluation of its performance obligations,

transaction price, customer payments, transfer of control and principal versus agent considerations.

Based on the assessment, the Company

concluded that there was no change to the timing and pattern of revenue recognition for its current revenue streams in scope of ASC 606

and therefore there was no material changes to the Company’s consolidated financial statements upon adoption of ASC 606.

Company recognizes revenue from providing hosting and integration services and licensing the use of its technology platform to its customers.

The Company recognizes revenue when all of the following conditions are satisfied:

Basic (loss) earnings per share is based on the

weighted average number of common shares outstanding during the period while the effects of potential common shares outstanding during

the period are included in diluted earnings per share.

FASB Accounting Standard Codification Topic 260

(“ASC 260”), “Earnings Per Share,” requires that employee equity share options, non-vested shares and similar

equity instruments granted to employees be treated as potential common shares in computing diluted earnings per share.

Diluted earnings

per share should be based on the actual number of options or shares granted and not yet forfeited, unless doing so would be anti-dilutive.

The Company uses the “treasury stock” method for equity instruments granted in share-based payment transactions provided in

ASC 260 to determine diluted earnings per share.

Antidilutive securities represent potentially dilutive securities which are excluded

from the computation of diluted earnings or loss per share as their impact was antidilutive.

Revenue Recognition

The Company adopted ASC 606, Revenue from Contracts

with Customers (“ASC 606”) beginning on January 1, 2018 using the modified retrospective approach.

ASC 606 establishes principles

for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts

to provide goods or services to customers.

The core principle requires an entity to recognize revenue to depict the transfer of goods

or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those

goods or services recognized as performance obligations are satisfied.

The Company has assessed the impact of the guidance

by reviewing its existing customer contracts and current accounting policies and practices to identify differences that will result from

applying the new requirements, including the evaluation of its performance obligations, transaction price, customer payments, transfer

of control and principal versus agent considerations.

Based on the assessment, the Company concluded that there was no change to the timing

and pattern of revenue recognition for its current revenue streams in scope of ASC 606 and therefore there was no material changes to

the Company’s consolidated financial statements upon adoption of ASC 606.

The Company recognizes revenue from providing

hosting and integration services and licensing the use of its technology platform to its customers.

The Company recognizes revenue when

all of the following conditions are satisfied:

(1) there is persuasive evidence of an arrangement;

(2) the service has been provided to the customer (for licensing, revenue is recognized when the Company’s technology is used to

provide hosting and integration services);

(2) the service has been provided to

the customer (for licensing, revenue is recognized when the Company’s technology is used to provide hosting and integration services);

(3) the amount of fees to be paid by the customer is fixed or determinable;

and (4) the collection

of fees is probable.

We account for our multi-element arrangements, such as instances where we design a custom website and separately

offer other services such as hosting, which are recognized over the period for when services are performed.

2 - Summary of Principal Accounting Policies (Continued)

Company uses the asset and liability method of accounting for income taxes in accordance with Accounting Standards Codification (“ASC”)

740, “Income Taxes” (“ASC 740”).

and (4) the collection of fees is probable.

We account for

our multi-element arrangements, such as instances where we design a custom website and separately offer other services such as hosting,

which are recognized over the period for when services are performed.

The Company uses the asset and liability method

of accounting for income taxes in accordance with Accounting Standards Codification (“ASC”) 740, “Income Taxes”

Under this method, income tax expense is recognized as the amount of:

payable or refundable for the current year and (ii) future tax consequences attributable to differences between financial statement carrying

amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted

tax rates expected to apply to taxable income in the years which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that

includes the enactment date.

A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of available

evidence it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Non-controlling

interests held 1% of the shares of two of our subsidiaries are recorded as a component of our equity, separate from the Company’s

Purchase or sales of equity interests that do not result in a change of control are accounted for as equity transactions.

of operations attributable to the non-controlling interest are included in our consolidated results of operations and, upon loss of control,

the interest sold, as well as interest retained, if any, will be reported at fair value with any gain or loss recognized in earnings.

Issued Accounting Pronouncements

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

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

3 - Going Concern

accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates,

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

The Company had an accumulated

deficit of $ 24,691,314 and $ 17,152,172 as at February 28, 2023 and February 28, 2022 respectively, and had a net loss of $ 7,538,837 and

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

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

business model, and ultimately, attain profitable operations.

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

including equity and debt financing or any similar financing.

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

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

Any additional equity or debt financing may involve

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

The Company’s long-term

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

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

(i) taxes payable or refundable for the

current year and (ii) future tax consequences attributable to differences between financial statement carrying amounts of existing assets

and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply

to taxable income in the years which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets

and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date.

valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of available evidence it is more likely

than not that some portion or all of the deferred tax assets will not be realized.

Note 2 - Summary of Principal Accounting Policies

Non-controlling interest

Non-controlling interests held 1% of the shares

of two of our subsidiaries are recorded as a component of our equity, separate from the Company’s equity.

Purchase or sales of equity

interests that do not result in a change of control are accounted for as equity transactions.

Results of operations attributable to the

non-controlling interest are included in our consolidated results of operations and, upon loss of control, the interest sold, as well

as interest retained, if any, will be reported at fair value with any gain or loss recognized in earnings.

Recently Issued Accounting Pronouncements

The Company does not believe recently issued but

not yet effective accounting standards, if currently adopted, would have a material effect on the consolidated financial position, statements

of operations and cash flows.

Note 3 - Going Concern

The accompanying consolidated financial statements

have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets

and satisfaction of liabilities in the normal course of business.

The Company had an accumulated deficit of $ 28,448,833 and $ 24,691,314

as at February 29, 2024 and February 28, 2023 respectively, and had a net loss of $ 3,812,017 and $ 7,538,837 for the years ended February

29, 2024 and February 28, 2023, respectively.

The Company’s continuation as a going concern

depends on its ability to obtain additional financing to fund operations, implement its business model, and ultimately, attain profitable

The Company will need to secure additional funds through various means, including equity and debt financing or any similar

There can be no assurance that the Company can obtain additional equity or debt financing, if and when needed, on terms acceptable

to the Company, or at all.

Any additional equity or debt financing may involve substantial dilution to the Company’s stockholders,

restrictive covenants, or high interest costs.

The Company’s long-term liquidity also depends upon its ability to generate revenues

and achieve profitability.

Note 4 - Revenue

We recorded $ 35,791,685 and $ 34,054,205 in revenue,

respectively, for the years ended February 29, 2024 and February 28, 2023.

Schedule of revenue

5 unchanged sentences

SMS & MMS Business

5 – Equipment

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

Note 5 – Equipment

At February 29, 2024 and February 28, 2023, the

company has the following amounts related to tangible assets:

Schedule of property, plant and equipment

3 unchanged sentences

Net equipment

significant residual value is estimated for the equipment.

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

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

6 – Intangible Assets

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

No significant residual value is estimated for

the equipment.

Depreciation expense for the years ended February 29, 2024 and February 28, 2023 totaled $ 30,536 and $ 20,801 , respectively.

Note 6 – Intangible Assets

At February 29, 2024 and February 28, 2023, the

company has the following amounts related to intangible assets:

Schedule of intangible assets

5 unchanged sentences

Net intangible assets

significant residual value is estimated for these intangible assets.

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

28, 2022 totaled $ 42,302 and $ 46,956 , respectively.

7 – Prepayment and Deposit

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 include payments placed into the

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

No significant residual value is estimated for

these intangible assets.

Amortization expense for the years ended February 29, 2024 and February 28, 2023 totaled $ 40,373 and $ 42,302 ,

respectively.

Note 7 – Prepayment and Deposit

Prepaid 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 include payments placed into the e-commerce platforms where we offer our products

and services.

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

4 unchanged sentences

Deposit Paid / Prepayment

Deposit received

Net Prepaid expenses for Telecommunication Products & Services

Others prepayment

4 unchanged sentences

Deposit Paid / Prepayment

Deposit received

Net Prepaid expenses for SMS

Others prepayment

Prepayment and deposit

8 – Other Receivables

Note 8 – Other Receivables

Schedule of other receivables

4 unchanged sentences

In-transit capital injection for a subsidiary

9 – Right-of-use Asset and Lease Liability

Company has entered into lease agreements with various third parties.

Security deposit

Other receivables

Note 9 – Right-of-use Asset and Lease

The Company has entered into lease agreements

with various third parties.

The terms of operating leases are one to two years.

These operating

leases are included in “Right-of-use Asset” on the Company’s Consolidated Balance Sheet and represent the Company’s

right to use the underlying asset for the lease term.

The Company’s obligation to make lease payments are included in “Lease

liability” on the Company’s Consolidated Balance Sheet.

Additionally, the Company has entered into various short-term operating

leases with an initial term of twelve months or less.

These operating leases are included in “Right-of-use

Asset” on the Company’s Consolidated Balance Sheet and represent the Company’s right to use the underlying asset for

the lease term.

The Company’s obligation to make lease payments are included in “Lease liability” on the Company’s

Consolidated Balance Sheet.

Additionally, the Company has entered into various short-term operating leases with an initial term of twelve

months or less.

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

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

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

All operating lease expense is recognized

on a straight-line basis over the lease term in the year ended February 29, 2024.

Information related to the Company’s right-of-use

assets and related lease liabilities were as follows:

Schedule of operating leases assets and liabilities

7 unchanged sentences

Total lease liability

lease term and discount rate

Weighted-average

remaining lease term

Weighted-average

discount rate

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

Remaining lease term and discount rate

February 29, 2024

Weighted-average remaining lease term

Weighted-average discount rate

The following table summarizes the future minimum

lease payments due under the Company’s operating leases as of February 29, 2024:

Schedule of future minimum lease payments due

imputed interest

Total lease liability

10 – Convertible Notes Payable

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

The note is convertible

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

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

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

The principal amount is payable commencing 180 days after

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

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

The note shall be available to be converted by the holder

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

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

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

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

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

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

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

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

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

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

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

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

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

transaction documents or applicable law.

10 – Convertible Notes Payable (continued)

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

Note, which is $ 5,280,000 .

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

accelerating the Mandatory Default Amount to be due and payable.

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

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

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

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

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

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

11 - Common Stock

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

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

to a consulting agreement.

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

and one entity pursuant to consulting agreements.

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

consulting agreement.

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

consulting agreement.

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

consulting agreement.

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

to a consulting agreement.

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

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

a consulting agreement.

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

agreement as amended.

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

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

and one entity pursuant to consulting agreements.

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

consulting agreement.

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

and one entity pursuant to consulting agreements.

11 - Common Stock (continued)

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

a consulting agreement.

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

to a consulting agreement.

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

a consulting agreement.

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

exercise of warrants.

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

Note 10 – Convertible Notes Payable

A Note Payable having a Face Value of $ 730,000

on May 1, 2022 and accruing interest at 20 % is due on April 30, 2023.

The note is convertible anytime from the date of issuance into $ 0.0001

par value Common Stock at $ 4.00 per share.

On April 28, 2023, the Company repaid the Note

Payable of $ 730,000 .

Note 11 - Common Stock

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

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

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

On April 24, 2023, the Company 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.

On July 17, 2023, the Company issued 121,422 shares

of our common stock at a deemed price of $ 1.75 per share to The Benchmark Company, LLC (“Benchmark”) pursuant to the cashless

exercise of warrants.

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

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

a consulting agreement.

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

a consulting agreement.

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

to a consulting agreement.

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

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

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

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

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

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

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

a consulting agreement.

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

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

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

a consulting agreement.

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

a consulting agreement.

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

a consulting agreement.

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

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

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

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

a consulting agreement.

11 - Common Stock (continued)

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

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

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

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

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

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

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

to a consulting agreement.

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

a consulting agreement.

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

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

Purchase Warrants

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

On August 3, 2023, the Company issued 260,000

shares of our common stock at a price of $ 3.00 per share to three individuals pursuant to the exercise of warrants.

Note 11 - Common Stock (continued)

On August 3, 2023, the Company issued 12,500 shares

of our common stock at a deemed price of $ 2.47 per share to one entity pursuant to a consulting agreement.

On 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.

On 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.

As of February 29, 2024, and February 28, 2023,

there were 52,545,350 and 49,432,214 shares of the Company’s common stock issued and outstanding, and none of the preferred shares

were issued and outstanding.

Stock Purchase Warrants

A continuity schedule

of outstanding stock purchase warrants as at February 29, 2024, and the changes during the periods, is as follows:

Schedule of outstanding share purchase warrants

2 unchanged sentences

Balance, February 28, 2023

Issued in Connection with October 2020 Offering

Issued in Connection with January 2021 Offering

Balance, February 28, 2021

Balance, February 28, 2022

Issued in Connection with August 2022 Offering

Issued in Connection with September 2022 Offering

Issued in Connection with November 2022 Offering

Issued in Connection with October 2022 Offering

Cashless Exercised

( 1,137,668 )

Cashless Exercised

Balance, February 29, 2024

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

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

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

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

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

of 1,721,766 shares of common stock.

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

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

share (the “October 2020 Warrants”).

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

In addition, 50,000

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

Purchase Warrants (continued)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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.

On July 13, 2023, the Company received $ 780,000

from the exercise of warrants for the purchase of 260,000 shares of common stock of the Company at a price of $ 3.00 per share from three

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

On July 17, 2023, Benchmark

exercised 168,000 warrants on the cashless exercise basis resulting in the issuance of 121,422 shares of common stock.

A summary of stock purchase warrants outstanding

and exercisable as at February 29, 2024 is as follows:

Schedule of share purchase warrants outstanding and exercisable

2 unchanged sentences

Exercise Price

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

price of $8.00 per share and an expiry date of five years from the date of grant to 40 individuals who were directors, officers, employees

and consultants of the Company.

September 19, 2024

November 4, 2025

November 21, 2025

October 1,2024

Stock Options

December 28, 2021, the Company granted an aggregate of 4,545,000 stock options pursuant to the Company’s 2021 Stock Incentive Plan

having an exercise price of $ 8.00 per share and an expiry date of five years from the date of grant to 40 individuals who were directors,

officers, employees and consultants of the Company.

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

Securities Act provided by Rule 903 of

Regulation S promulgated under the U.S.

Securities Act provided

by Rule 903 of Regulation S promulgated under the U.S.

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

persons and upon

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

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

Securities Act for two individuals who are U.S.

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

of the date of grant.

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

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

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

weighted average assumptions:

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.

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

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

The strike price adjustment did not affect the fair value.

The fair value of these

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

Schedule of valuation assumptions

February 29, 2024

February 28, 2023

Expected Risk-Free Interest Rate

3 unchanged sentences

Weighted-Average Grant Date Fair Value

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

On July 28, 2023, the

Company granted an aggregate of 2,648,500 stock options pursuant to the Company’s 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 Company’s 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

The fair value of these

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

Schedule of valuation assumptions

February 29, 2024

February 28, 2023

Expected Risk-Free Interest Rate

Expected Volatility

Expected Life in Years

Expected Dividend Yield

Weighted-Average Grant Date Fair Value

A continuity schedule

of outstanding stock options as at February 29, 2024, and the changes during the period, is as follows:

Schedule of stock option activity

4 unchanged sentences

Balance, February 28, 2023

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

Stock Options Grant - July 28, 2023

Balance, February 29, 2024

Stock Options (continued)

The table below sets forth the number of issued

shares and cash received upon exercise of stock options:

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

of Options Exercised on Forfeiture Basis

of Options Exercised on Cash Basis

Number of Options Exercised

of Shares Issued on Cash Exercise

of Shares Issued on Forfeiture Basis

Number of Shares Issued Upon Exercise of Options

Received from Exercise of Stock Options

Intrinsic Value of Options Exercised

Options (continued)

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

Schedule of unvested restricted stock

Date Fair Value

February 29, 2024

February 28, 2023

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

is lower than the revised strike price.

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

Number of Options Exercised on Forfeiture Basis

Number of Options Exercised on Cash Basis

Total Number of Options Exercised

Number of Shares Issued on Cash Exercise

Number of Shares Issued on Forfeiture Basis

Total Number of Shares Issued Upon Exercise of Options

Cash Received from Exercise of Stock Options

Total Intrinsic Value of Options Exercised

A continuity schedule

of outstanding unvested stock options at February 29, 2024, and the changes during the period, is as follows

Schedule of unvested restricted stock

Number of Unvested

Weighted Average

Stock Options

Grant Date Fair Value

Balance, February 28, 2023

Stock Options Grant - July 28, 2023

Vested – July 28, 2023

Vested – December 28, 2023

Balance, February 29, 2024

As at February 29, 2024,

the aggregate intrinsic value of the outstanding stock options granted on 28 December 2021 was estimated at $0 as the current price as

of February 29, 2024 is $2.67 which is lower than the strike price while the aggregate intrinsic value of the outstanding stock options

granted on July 28, 2023 is $0 as the current price as of February 29, 2024 is lower than the strike price.

A summary of stock options

outstanding and exercisable as at February 29, 2024 is as follows:

Schedule of stock options

12 unchanged sentences

$ 7.00 to $ 9.00

12 - Earnings Per Share

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

$ 4.00 to $ 5.00

Note 12 – Earnings Per Share

The following table sets forth the computation of basic and diluted

earnings per common share:

Schedule of basic and diluted earnings per common share

9 unchanged sentences

Loss per common share — diluted

13 - Income Taxes

Company and its subsidiaries file separate income tax returns.

United States of America

FingerMotion,

is incorporated in the State of Delaware in the U.S.

Note 13 – Income Taxes

The Company and its subsidiaries file separate income tax returns.

The United States of America

FingerMotion, Inc.

is incorporated in the State

of Delaware in the U.S.

and is subject to a U.S.

federal corporate income tax of 21 % .

The Company generated

a taxable loss for the years ended February 28, 2023 and February 28, 2022.

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

Finger Motion Company Limited did

not earn any income that was derived in Hong Kong for the years ended February 28, 2023 and February 28, 2022.

People’s Republic of China (PRC)

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

and subject to PRC income tax at 25 % .

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

The Company’s

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

The Company generated a taxable loss for the years

ended February 29, 2024 and February 28, 2023.

Finger Motion Company Limited is incorporated

in Hong Kong and Hong Kong’s profits tax rate is 16.5 % .

Finger Motion Company Limited did not earn any income that was derived in

Hong Kong for the years ended February 29, 2024 and February 28, 2023.

The People’s Republic of China (PRC)

JiuGe Management, JiuGe Technology, Beijing XunLian

and Shanghai TengLian JiuJiu were incorporated in the People’s Republic of China and subject to PRC income tax at 25 % .

Income tax mainly consists of foreign income tax

at statutory rates and the effects of permanent and temporary differences.

The Company’s effective income tax rates for years ended

February 29, 2024 and February 28, 2023, are as follows:

Schedule of effective income tax rate reconciliation

7 unchanged sentences

Effective tax rate

February 28, 2023 and February 28, 2022, the Company has a deferred tax asset of $ 1,884,786 and $ 1,235,861 , resulting from certain net

operating losses in U.S., respectively.

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

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

The Company considers projected future taxable income and tax planning

strategies in making its assessment.

At present, the Company concludes that it is more-likely-than-not that the Company will be able

to realize all of its tax benefits in the near future and therefore a valuation allowance has been provided for the full value of the

deferred tax asset.

A valuation allowance will be maintained until sufficient positive evidence exists to support the reversal of any

portion or all of the valuation allowance.

At February 28, 2023 and February 28, 2022, the valuation allowance was $ 1,884,786 and $ 1,235,861

respectively.

Note 13 - Income Taxes (continued)

At February 29, 2024 and February 28, 2023, the

Company has a deferred tax asset of $ 939,380 and $ 1,884,786 , resulting from certain net operating losses in U.S., respectively.

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 strategies in making its assessment.

the Company concludes that it is more-likely-than-not that the Company will be able to realize all of its tax benefits in the near future

and therefore a valuation allowance has been provided for the full value of the deferred tax asset.

A valuation allowance will be maintained

until sufficient positive evidence exists to support the reversal of any portion or all of the valuation allowance.

At February 29, 2024

and February 28, 2023, the valuation allowance was $ 939,380 and $ 1,884,786 , respectively.

Schedule of deferred tax assets and liabilities

3 unchanged sentences

Valuation allowance

( 1,884,786 )

( 1,235,861 )

Deferred tax asset, net

14 - Commitments and Contingencies

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

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

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

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

principal amount less a coupon of 20%).

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

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

price shall be reduced to such price.

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

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

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

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

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

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

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

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

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

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

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

transaction documents or applicable law.

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

Note, which is $ 5,280,000 .

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

accelerating the Mandatory Default Amount to be due and payable.

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

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

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

of $ 2,128,000 of principal amount.

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

the 10% Mandatory Default Amount.

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

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

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

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

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

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

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

15 – Subsequent Events

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

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

did not have any disagreements on accounting and financial disclosures with our present accounting firm during the reporting period.

Note 14 - Commitments and Contingencies

Legal proceedings

The Company is not aware of any material outstanding

claim and litigation against it.

Note 15 - Subsequent Events

Subsequent to February 29, 2024, the Company received

subscriptions to purchase 310,000 shares of its common stock at $ 2.50 per share on a private placement basis.

As of May 28, 2024, the

Company has received $ 775,000 in subscription proceeds.

Except for the above, the Company has determined

that it does not have any other material subsequent events to disclose in these consolidated financial statements.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

ON ACCOUNTING AND FINANCIAL DISCLOSURE

We did not have any disagreements on accounting

and financial disclosures with our present accounting firm during the reporting period.

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data