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Item 1. Financial Statements

2024-06-28 compared with 2024-01-16 · 523 added, 1671 removed, 313 unchanged (88% of the section changed)

FINANCIAL STATEMENTS

FINGERMOTION,

CONSOLIDATED INTERIM FINANCIAL STATEMENTS

the nine months ended November 30, 2023

- Expressed in U.S.

FingerMotion,

Consolidated Balance Sheets

ITEM 1 – FINANCIAL STATEMENTS

FINGERMOTION, INC.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the three months ended May 31, 2024

(Unaudited - Expressed in U.S.

FingerMotion, Inc.

Condensed Consolidated Balance Sheets

Current Assets

13 unchanged sentences

Stock subscription payables

Convertible notes payable, current portion

Lease liability, current portion

1 unchanged sentence

Non-current Liabilities

Convertible note payable, non-current portion

Lease liability, non-current portion

7 unchanged sentences

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

issued and outstanding 52,712,850 shares and 52,545,350 issued and outstanding at May 31, 2024 and February 29, 2024 respectively

Additional paid-in capital

11 unchanged sentences

Three Months Ended

Nine Months Ended

Cost of revenuex

( 5,502,151 )

( 10,544,321 )

Cost of revenue

( 7,692,094 )

4 unchanged sentences

( 1,361,990 )

( 5,252,531 )

( 4,151,219 )

Marketing Cost

1 unchanged sentence

Stock compensation expenses

( 1,367,909 )

Total operating expenses

1 unchanged sentence

( 1,842,051 )

( 6,482,894 )

( 6,444,283 )

Net loss from operations

1 unchanged sentence

( 1,179,502 )

( 3,340,816 )

( 4,790,814 )

Other income (expense):

6 unchanged sentences

$ ( 1,264,262 )

$ ( 3,344,717 )

$ ( 5,504,481 )

Income tax expenses

1 unchanged sentence

$ ( 1,264,262 )

$ ( 3,344,717 )

$ ( 5,504,481 )

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

Net profit attributable to the non-controlling interest

Net loss attributable to the Company’s shareholders

1 unchanged sentence

$ ( 1,265,471 )

$ ( 3,343,895 )

$ ( 5,503,480 )

Other comprehensive income:

3 unchanged sentences

$ ( 851,663 )

$ ( 3,615,474 )

$ ( 6,214,913 )

Comprehensive loss attributable to non-controlling interest

comprehensive income (loss) attributable to non-controlling interest

Comprehensive loss attributable to the Company

1 unchanged sentence

$ ( 851,615 )

$ ( 3,615,451 )

$ ( 6,214,199 )

NET PROFIT (LOSS) PER SHARE

NET LOSS PER SHARE

Loss Per Share - Basic

Loss Per Share - Diluted

NET PROFIT (LOSS) PER SHARE ATTRIBUTABLE TO THE COMPANY

NET LOSS PER SHARE ATTRIBUTABLE TO THE COMPANY

Loss Per Share - Basic

4 unchanged sentences

Unaudited Condensed Consolidated Statement of Shareholders’ Equity

Paid-in capital

Comprehensive

1 unchanged sentence

Non-controlling

at March 1, 2023

Balance at March 1, 2024

( 28,448,833 )

stock issued for cash

stock issued for professional service

of convertible notes

other comprehensive income

profit (loss)

Common stock issued for professional

Additional paid-in capital

– stock options

Accumulated other comprehensive

( 1,655,904 )

3 unchanged sentences

( 30,104,737 )

stock issued for cash

stock issued for professional service

exercise of warrants

paid-in capital – stock options

other comprehensive income

at August 31, 2023

( 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

2 unchanged sentences

Non-controlling

stock options

Balance at March 1, 2023

1 unchanged sentence

Common stock issued for cash

Common stock issued for professional service

Accumulated other comprehensive income

( 1,444,123 )

( 1,444,668 )

Balance at May 31, 2022

( 18,596,295 )

Common stock issued for cash

Common stock issued for professional service

Accumulated other comprehensive income

( 1,537,365 )

( 1,538,095 )

Balance at August 31, 2022

( 20,133,660 )

Common stock issued for cash

Common stock issued for professional service

Accumulated other comprehensive income

Common stock issued for professional

Execution of convertible notes

Accumulated other comprehensive

( 1,265,471 )

1 unchanged sentence

( 1,264,262 )

Balance at November 30, 2022

at May 31, 2023

( 25,956,785 )

FingerMotion,

Condensed Consolidated Statements of Cash Flows

Nine Months Ended

FingerMotion, Inc.

Unaudited Condensed Consolidated Statements of Cash Flows

Three Months Ended

$ ( 1,655,832 )

3 unchanged sentences

Amortization and depreciation

Impairment of fixed assets

Change in operating assets and liabilities:

2 unchanged sentences

(Increase) decrease in prepayment and deposit

( 1,113,267 )

( 1,695,534 )

(Increase) decrease in others receivable

( 1,659,906 )

(Increase) decrease in inventories

Increase (decrease) in accounts payable

( 1,871,709 )

Increase (decrease) in accrual and other payables

7 unchanged sentences

Cash flows from financing activities

Proceed from convertible note

Advance from stock subscription payable

Repayment of convertible note

2 unchanged sentences

Net cash provided by (used in) financing activities

( 1,075,333 )

Effect of exchange rates on cash and cash equivalents

7 unchanged sentences

Interest paid

FINGERMOTION,

months ended November 30, 2023 and 2022

to the Condensed Consolidated Financial Statements

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.

FINGERMOTION, INC.

Three months ended May 31, 2024 and 2023

Notes to the Condensed Consolidated Financial Statements

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, Inc.

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 Companys

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 Managements 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 Technology 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 2021 where the Big Data division secured its first contract and

recorded revenue.

TengLian JiuJiu Information Communication Technology Co., Ltd.

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

the mobile phone sales in China.

It is 99% owned by JiuGe Technology.

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

to venture into R&D projects.

FINGERMOTION,

months ended November 30, 2023 and 2022

to the Condensed Consolidated Financial Statements

2 - Summary of Principal Accounting Policies

of Consolidation and Presentation

condensed 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.

FINGERMOTION, INC.

Three months ended May 31, 2024 and 2023

Notes to the Condensed Consolidated Financial Statements

Note 1 – Nature of Business and basis of Presentation (continued)

Shanghai KeShunXiang Automobile Service Co., Ltd.

was incorporated on April 10, 2024 for the purpose of venturing into the communication and streaming services in China.

It is 99% owned

by JiuGe Technology.

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 condensed 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.

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 VIEs 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 VIEs

economic performance;

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

The reporting entitys 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 Technologys 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 Companys general

FINGERMOTION,

months ended November 30, 2023 and 2022

to the Condensed Consolidated Financial Statements

2 - Summary of Principal Accounting Policies (Continued)

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

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

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.

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 (“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.

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.

FINGERMOTION, INC.

Three months ended May 31, 2024 and 2023

Notes to the Condensed Consolidated Financial Statements

Note 2 - Summary of Principal Accounting Policies

The following assets and liabilities of the VIE and

VIE’s subsidiaries are included in the accompanying condensed consolidated financial statements of the Company as of May 31, 2024

and February 29, 2024:

Assets and liabilities of the VIE

Schedule of variable interest entity

November 30, 2023

February 29, 2024

4 unchanged sentences

Total liabilities

and liabilities of the VIE Subsidiary

November 30, 2023

Assets and liabilities of the VIE’s Subsidiaries

February 29, 2024

4 unchanged sentences

Total liabilities

FINGERMOTION,

months ended November 30, 2023 and 2022

to the Condensed Consolidated Financial Statements

2 - Summary of Principal Accounting Policies (Continued)

Result of VIE

For the Nine Months Ended

November 30, 2023

For the Nine Months Ended

November 30, 2022

FINGERMOTION, INC.

Three months ended May 31, 2024 and 2023

Notes to the Condensed Consolidated Financial Statements

Note 2 - Summary of Principal Accounting Policies

Operating Result of VIE

For the Three Months Ended

Cost of revenue

( 5,346,244 )

( 10,492,448 )

Amortization and depreciation

General and administrative expenses

( 1,672,860 )

( 1,664,299 )

Marketing cost

3 unchanged sentences

$ ( 655,139 )

Net profit (loss) from operations

Loss from operations

$ ( 480,522 )

4 unchanged sentences

$ ( 460,534 )

Result of VIE Subsidiary

For the Nine Months Ended

November 30, 2023

For the Nine Months Ended

November 30, 2022

$ ( 249,243 )

Operating Result of VIE’s Subsidiaries

For the Three Months Ended

Cost of revenue

7 unchanged sentences

$ ( 529,053 )

$ ( 363,745 )

Net profit (loss) from operations

$ ( 100,178 )

Loss from operations

Interest income

1 unchanged sentence

Net profit (loss)

$ ( 100,082 )

FINGERMOTION,

months ended November 30, 2023 and 2022

to the Condensed Consolidated Financial Statements

2 - Summary of Principal Accounting Policies (Continued)

preparation of the Companys 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.

FINGERMOTION, INC.

Three months ended May 31, 2024 and 2023

Notes to the Condensed Consolidated Financial Statements

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 Companys 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 Companys estimate of the provision for allowances will change.

FINGERMOTION,

months ended November 30, 2023 and 2022

to the Condensed Consolidated Financial Statements

2 - Summary of Principal Accounting Policies (Continued)

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

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.

(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 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.

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.

FINGERMOTION, INC.

Three months ended May 31, 2024 and 2023

Notes to the Condensed Consolidated Financial Statements

Note 2 - Summary of Principal Accounting Policies

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.

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.

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

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

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

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.

FINGERMOTION,

months ended November 30, 2023 and 2022

to the Condensed Consolidated Financial Statements

2 - Summary of Principal Accounting Policies (Continued)

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 entitys 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 Companys 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.

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.

FINGERMOTION, INC.

Three months ended May 31, 2024 and 2023

Notes to the Condensed Consolidated Financial Statements

Note 2 - Summary of Principal Accounting Policies

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 Companys 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.

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

740, Income Taxes (ASC 740).

(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);

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.

The Company uses the asset and liability method of

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

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 Companys

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.

FINGERMOTION,

months ended November 30, 2023 and 2022

to the Condensed Consolidated Financial Statements

3 - Going Concern

accompanying condensed 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.

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

its business model, and ultimately, attain profitable operations.

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

including equity and debt financing or any similar financing.

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

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

Any additional equity or debt financing

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

The Companys

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

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

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 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.

FINGERMOTION, INC.

Three months ended May 31, 2024 and 2023

Notes to the Condensed Consolidated Financial Statements

Note 3 - Going Concern

The accompanying condensed 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 $ 30,104,737 and

$ 28,448,833 as at May 31, 2024 and February 29, 2024 respectively, and had a net loss of $ 1,655,832 and $ 1,264,262 for the three months

ended May 31, 2024 and 2023, respectively.

The Company’s continuation as a going concern

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

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 will be able to obtain additional equity or debt financing, if and when needed,

on terms acceptable to the Company, or at all.

Any additional equity or debt financing may involve substantial dilution to the 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 $ 8,373,983 and $ 12,169,091 in revenue,

respectively, for the three months ended May 31, 2024 and 2023.

Schedule of revenue

For the nine months ended

November 30, 2023

November 30, 2022

For the three months ended

Telecommunication Products & Services

SMS & MMS Business

5 – Equipment

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

Note 5 – Equipment

At May 31, 2024 and February 29, 2024, the company

has the following amounts related to tangible assets:

Schedule of property, plant and equipment

November 30, 2023

February 29, 2024

1 unchanged sentence

Net equipment

significant residual value is estimated for the equipment.

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

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

FINGERMOTION,

months ended November 30, 2023 and 2022

to the Condensed Consolidated Financial Statements

6 – Intangible Assets

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

No significant residual value is estimated for the equipment.

expenses for the three months ended May 31, 2024 and 2023 totaled $ 6,898 and $ 7,943 , respectively.

FINGERMOTION, INC.

Three months ended May 31, 2024 and 2023

Notes to the Condensed Consolidated Financial Statements

Note 6 – Intangible Assets

At May 31, 2024 and February 29, 2024, the company

has the following amounts related to intangible assets:

Schedule of intangible assets

November 30, 2023

February 29, 2024

3 unchanged sentences

Net intangible assets

significant residual value is estimated for these intangible assets.

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 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 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 expenses for the three months ended May 31, 2024 and 2023 totaled $ 5,116 and $ 10,399 , 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 also include payments placed into the e-commerce platforms where we offer our

products and services.

The platforms are PinDuoDuo, Tmall and JD.com.

Schedule of prepaid expense

November 30, 2023

February 29, 2024

1 unchanged sentence

Deposit Paid / Prepayment

Deposit received

Net Prepaid expenses for Telecommunication Products & Services

Others prepayment

Prepayment and deposit

November 30, 2023

February 29, 2024

1 unchanged sentence

Deposit Paid / Prepayment

Deposit received

Net Prepaid expenses for SMS

Others prepayment

Prepayment and deposit

FINGERMOTION,

months ended November 30, 2023 and 2022

to the Condensed Consolidated Financial Statements

8 – Other Receivables

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

Note 8 – Other Receivables

At May 31, 2024 and February 29, 2024, the company

has the following amounts related to other receivables:

Schedule of other receivables

November 30, 2023

February 29, 2024

1 unchanged sentence

Advances to suppliers

In-transit capital injection for a subsidiary

Security deposit

Other receivables

9 – Right-of-use Asset and Lease Liability

Company has entered into lease agreements with various third parties.

FINGERMOTION, INC.

Three months ended May 31, 2024 and 2023

Notes to the Condensed Consolidated Financial Statements

Note 9 – Right-of-use Asset and Lease Liability

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 Companys Condensed Consolidated Balance Sheet and represent the Companys

right to use the underlying asset for the lease term.

The Companys obligation to make lease payments are included in Lease

liability on the Companys Condensed 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 Companys Condensed Consolidated

These operating leases are included in "Right-of-use Asset"

on the Company's Condensed Consolidated Balance Sheet and represent the Company’s right to use the underlying asset for the lease

The Company’s obligation to make lease payments are included in "Lease liability" on the Company's Condensed Consolidated

Balance Sheet.

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:

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

These leases are not recorded on the Company's Condensed Consolidated Balance Sheet.

All operating lease expense is recognized on

a straight-line basis over the lease term in the three months ended May 31, 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

November 30, 2023

February 29, 2024

6 unchanged sentences

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 November 30, 2023:

The following table summarizes the future minimum

lease payments due under the Company’s operating leases as of May 31, 2024:

Schedule of future minimum lease payments due

imputed interest

FINGERMOTION,

months ended November 30, 2023 and 2022

to the Condensed Consolidated Financial Statements

10 - Convertible Note Payable

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

The note was convertible

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

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

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

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

The principal amount was 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 provided 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 ($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 holders 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.

February 15, 2023 and February 22, 2023, the Investor provided notice of partial conversion of the Note of 500,000 shares respectively

on each date amounting to a total conversion of $ 2,000,000 of principal amount.

On March 17, 2023, the Investor again provided notice

of conversion of the Note of 2,465,816 shares amounting to a total of conversion of $ 2,128,000 of principal amount.

On or about April

6, 2023, the Company paid the full outstanding balance of the Note which also included 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 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 November 30, 2023 and 2022

to the Condensed Consolidated Financial Statements

11 - Common Stock

Company issued 1,261,566 shares of common stock for the year ended February 28, 2022 for consideration of $ 5,694,499 , including 125,000

shares of common stock to consultants.

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

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

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

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

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

to a consulting agreement.

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.

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.

FINGERMOTION,

months ended November 30, 2023 and 2022

to the Condensed Consolidated Financial Statements

11 - Common Stock (continued)

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

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 two individuals pursuant to the

exercise of warrants.

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

exercise of warrants.

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

FINGERMOTION, INC.

Three months ended May 31, 2024 and 2023

Notes to the Condensed Consolidated Financial Statements

Note 10 - Convertible Note Payable

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

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

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

par value Common Stock at $ 4.00 per share.

On April 28, 2023, the Company paid the Note Payable

of $ 730,000 .

Note 11 - Common Stock

2023, we issued 2,465,816 shares of common stock at price of $ 0.863 per share to our primary lender pursuant to the conversion of $ 2,128,000

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

2023, we 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, we issued 70,000 shares of our

common stock at a deemed price of $ 1.64 per share to one entity pursuant to a consulting 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 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 finders 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 Companys primary lender on August 9, 2022.

FINGERMOTION,

months ended November 30, 2023 and 2022

to the Condensed Consolidated Financial Statements

11 - Common Stock (continued)

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

a consulting agreement.

February 15, 2023, the Company issued 500,000

shares of common stock at price of $ 2.00

per share to its primary lender pursuant to the conversion of $ 1,000,000

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

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

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

issued to the Companys primary lender on August 9, 2022

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

to a consulting agreement.

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

a consulting agreement.

March 17, 2023, 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.

April 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.

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.

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.

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.

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.

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 November 30, 2023 and 2022

to the Condensed Consolidated Financial Statements

Purchase Warrants

continuity schedule of outstanding share purchase warrants as at November 30, 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.

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.

On March 29, 2024, the Company issued 17,500 shares

of our common stock at a deemed price of $ 2.80 per share to one entity pursuant to consulting agreements, dated February 27, 2023 and

February 24, 2024.

On March 29, 2024, the Company issued 150,000 shares

of our common stock under its 2023 Stock Incentive Plan at a deemed price of $ 2.15 per share to two individuals pursuant to consulting

As of May 28, 2024, the Company has received $ 775,000

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

As of May 31, 2024 there were 52,712,850 shares of

the Company’s common stock issued and outstanding, and none of the preferred shares were issued and outstanding.

FINGERMOTION, INC.

Three months ended May 31, 2024 and 2023

Notes to the Condensed Consolidated Financial Statements

Share Purchase Warrants

A continuity schedule of

outstanding share purchase warrants as at May 31, 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 )

Balance, February 28, 2023

( 1,137,668 )

Cashless Exercised

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

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 Companys 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.

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.

FINGERMOTION,

months ended November 30, 2023 and 2022

to the Condensed Consolidated Financial Statements

Purchase Warrants (continued)

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

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

$ 3.00 per share (the January 2021 Warrants).

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

February 28, 2023, the Company issued 125,000 common

stock purchase warrants to purchase 125,000 shares of its common stock at a price of $ 5.00 per share until October 1, 2024 to one entity

pursuant to a consulting agreement.

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

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

Balance, May 31, 2024

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.

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 individuals.

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 individuals.

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 stock.

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

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 share purchase warrants outstanding

and exercisable as at May 31, 2024 is as follows:

Schedule of share purchase warrants outstanding and exercisable

6 unchanged sentences

October 1,2024

FINGERMOTION,

months ended November 30, 2023 and 2022

to the Condensed Consolidated Financial Statements

December 28, 2021, the Company granted an aggregate of 4,545,000 stock options pursuant to the Companys 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.

FINGERMOTION, INC.

Three months ended May 31, 2024 and 2023

Notes to the Condensed Consolidated Financial Statements

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

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

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

Securities Act for two individuals who are U.S.

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

fourth anniversary of the date 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.

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:

Securities Act for two individuals who are

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.

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

The fair value of these stock

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

Schedule of valuation assumptions

5 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.

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

weighted average assumptions:

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 assumptions:

Schedule of valuation assumptions

5 unchanged sentences

Weighted-Average Grant Date Fair Value

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

A continuity schedule of

outstanding stock options as at May 31, 2024, and the changes during the period, is as follows:

Schedule of stock option activity

2 unchanged sentences

Balance, February 28, 2022

Balance, May 31, 2023

Cancelled/Forfeited

Balance, February 28, 2023

Stock Options Grant - July 28, 2023

Vested – July 28, 2023

Balance, November 30, 2023

FINGERMOTION,

months ended November 30, 2023 and 2022

to the Condensed Consolidated Financial Statements

Options (continued)

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

Balance, May 31, 2024

FINGERMOTION, INC.

Three months ended May 31, 2024 and 2023

Notes to the Condensed Consolidated Financial Statements

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

November 30, 2023

February 29, 2024

7 unchanged sentences

Total Intrinsic Value of Options Exercised

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

A continuity schedule of

outstanding unvested stock options at May 31, 2024, and the changes during the three months periods, is as follows:

Schedule of unvested restricted stock

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:

Vested – December 28, 2023

Balance, May 31, 2024

As at May 31, 2024, the aggregate

intrinsic value of the outstanding stock options granted on December 28, 2021 was estimated at $0 as the current price as of May 31, 2024

is $3.14 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 May 31, 2024 is lower than the strike price.

A summary of stock options

outstanding and exercisable as at May 31, 2024 is as follows:

Schedule of stock options

1 unchanged sentence

Options Exercisable

Range of Exercise

Outstanding at

Exercise Price

Average Remaining

Exercisable at November 30, 2023

Weighted Average Remaining

Contractual Term

Exercisable at May 31, 2024

Exercise Price

Average Remaining

Weighted Average Remaining

Contractual Term

$ 7.00 to $ 9.00

$ 4.00 to $ 5.00

FINGERMOTION,

months ended November 30, 2023 and 2022

to the Condensed Consolidated Financial Statements

12 - Earnings Per Share

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

FINGERMOTION, INC.

Three months ended May 31, 2024 and 2023

Notes to the Condensed Consolidated Financial Statements

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

For the nine months ended

November 30, 2023

November 30, 2022

For the three months ended

Numerator - basic and diluted

5 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 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 nine months ended November 30, 2023 and 2022.

Peoples Republic of China (PRC)

Management, JiuGe Technology, Beijing XunLian and Shanghai TengLian JiuJiu were incorporated in the Peoples 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 Companys

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

The Company generated a taxable loss for the three

months ended May 31, 2024 and 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 three months ended May 31, 2024 and 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 the three months

ended May 31, 2024 and 2023 are as follows:

Schedule of effective income tax rate reconciliation

For the nine months ended

November 30, 2023

November 30, 2022

For the three months ended

statutory tax rate

3 unchanged sentences

Effective tax rate

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

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

respectively.

FINGERMOTION, INC.

Three months ended May 31, 2024 and 2023

Notes to the Condensed Consolidated Financial Statements

Note 13 – Income Taxes (continued)

At May 31, 2024 and February 29, 2024, the Company

has a deferred tax asset of $ 413,976 and $ 939,380 , 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 May 31, 2024 and February 29, 2024, the valuation

allowance was $ 413,976 and $ 939,380 , respectively.

Schedule of deferred tax assets and liabilities

November 30, 2023

February 29, 2024

1 unchanged sentence

Valuation allowance

( 1,884,786 )

Deferred tax asset, net

14 - Commitments and Contingencies

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

2 – MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

terms the Registrant, we, us, our, FingerMotion and the Company

mean FingerMotion, Inc.

or as the context requires, collectively with its consolidated subsidiaries and contractually controlled companies.

Note Regarding Forward-Looking Statements

following managements discussion and analysis of the Companys financial condition and results of operations (the MD&A)

contains forward-looking statements that involve risks, uncertainties and assumptions including, among others, statements regarding our

capital needs, business plans and expectations.

In evaluating these statements, you should consider various factors, including the risks,

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

limitation, this Quarterly Report on Form 10-Q for the 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 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.

June 21, 2017, the Company amended its certificate of incorporation to effect a 1-for-4 reverse stock split of the Companys outstanding

common stock, to increase the authorized shares of common stock to 200,000,000 shares and to change the name of the Company from Property

Management Corporation of America to FingerMotion, Inc. (the Corporate Actions ).

The Corporate

Actions and the amended certificate of incorporation became effective on June 21, 2017.

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

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

PRC or China ).

As a holding company, we conduct a significant part of our operations through

our subsidiaries and through the VIE Agreements with the VIE based in China.

following diagram depicts our corporate structure:

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

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

Our subsidiaries and

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

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

to foreign investors.

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

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

The business of our subsidiaries and the VIE until now are

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

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

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

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

information in our business operations.

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

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

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

RMB400 million.

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

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

or other foreign exchange.

However, since these statements and regulatory

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

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

other foreign exchange.

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

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

business licence from PRC authorities.

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

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

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

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

were not denied such requisite permissions by any PRC authority.

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

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

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

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

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

may be revoked.

address challenges resulting from laws, policies and practices that may 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.

VIE Agreements included:

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

and business consultancy to JiuGe Technology (the JiuGe Technology Consulting Services Agreement ).

This agreement

was duly signed among the WFOE and the VIE.

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

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

(ii) providing training

to the professional technicians of the VIE;

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

market surveys;

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

China and maintaining the commercial relationship with the telecom carries;

(v) introducing clients to the VIE and assisting the

VIE in developing commercial and cooperative relationship with the clients;

(vi) providing suggestions and opinions on establishment

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

(vii) assisting the VIE

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

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

and (ix) providing

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

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

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

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

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

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

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

loan agreement through which JiuGe Management grants a loan to the Legal Representative of JiuGe Technology for the purpose of capital

contribution (the JiuGe Technology Loan Agreement ).

This agreement was duly signed between the WFOE and Ms.

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

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

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

The 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;

power of attorney agreement under which the owner of JiuGe Technology has vested their collective voting control over JiuGe Technology

to JiuGe Management and will only transfer their equity interests in JiuGe Technology to JiuGe Management or its designee(s) (the

JiuGe Technology Power of Attorney Agreement ).

The Power of Attorney Agreement was duly issued by Ms.

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

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

Li Li in the VIE on Ms.

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

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

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

of Attorney Agreement.

This agreement ensures that the WFOE can replace Ms.

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

controlling its assets;

call option agreement under which the owner of JiuGe Technology has granted to JiuGe Management the irrevocable and unconditional

right and option to acquire all of their equity interests in JiuGe Technology or transfer these rights to a third party (the JiuGe

Technology Call Option Agreement ).

This agreement was duly signed by and among Ms.

Li Li, the WFOE and the VIE.

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

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

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

to the JiuGe Technology Call Option Agreement, Ms.

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

(i) transfer or dispose

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

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

interests in the VIE, other than the VIE Agreements;

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

(a) change its registered capital;

(b) amend its articles of association;

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

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

(f) change information filed at the competent

authorities in the PRC;

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

(h) pay, make or declare any dividend,

charge, fee or other distribution of any kind;

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

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

or (k) do any acts that would adversely

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

Li Li nor the VIE may assign any

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

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

that endanger the rights and interests of WFOE and investors;

share pledge agreement under which the owner of JiuGe Technology has pledged all of their rights, titles and interests in JiuGe Technology

to JiuGe Management to guarantee JiuGe Technologys performance of its obligations under the JiuGe Technology Consulting Services

Agreement (the JiuGe Technology Share Pledge Agreement ).

This agreement was duly signed among Ms.

WFOE and the VIE.

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

Li Li were pledged to the WFOE, giving the

WFOE a right to exercise the share pledge where Ms.

Li Li or the VIE violates the VIE Agreements.

This measure under this agreement

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

without the prior consent of the WFOE.

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

data services to businesses and corporations in key provinces/municipalities including Chengdu, Jiangxi, Jiangsu, Chongqing, Shanghai,

Zhuhai, Zhejiang, Shaanxi and Inner Mongolia.

As with all dynamic markets, the specifics of our operational contracts have naturally

evolved over time but our dedication to these provinces is unwavering, and we consistently enhance our service and product offerings

to ensure optimal service.

Additionally, as we continue to grow, there is the potential for our reach to expand into additional provinces

September 2018, JiuGe Technology launched and commercialized mobile payment and recharge services to businesses for China Unicom.

JiuGe Technology mobile payment and recharge platform enables the seamless delivery of real-time payment and recharge services to third-party

channels and businesses.

We earn a negotiated rebate amount from each of China Unicom and China Mobile for all monies paid by consumers

to China Unicom and China Mobile that we process.

To encourage consumers to utilize our portal instead of using our competitors

platforms or paying China Unicom or China Mobile directly, we offer mobile data and talk time at a rate discounted from these companies

stated rates, which are also the rates we must pay to them to purchase the mobile data and talk time provided to consumers through the

use of our platform.

Accordingly, we earn income on the rebates we receive from the telecommunications companies, reduced by the amounts

by which we discount the mobile data and talk time sold through our platform.

October 2018, China Unicom and China Mobile awarded JiuGe Technology with contracts that established partnerships for data analysis,

that could unlock potential value-added services.

description of the VIE Agreements discussed above do not purport to be complete and are qualified in their entirety by reference to the

terms of the VIE Agreements, which were filed as exhibits to our Current Report on Form 8-K filed with the SEC on December 27, 2018 and

are incorporated by reference herein.

The English translation version of the JiuGe Technology Share Pledge Agreement was filed as Exhibit

10.6 to our Form S-1/A (Amendment No.

1) filed with the SEC on January 5, 2023, and is incorporated by reference herein.

of Beijing Technology

March 7, 2019, the Company through JiuGe Technology acquired Beijing Technology, a company in the business of providing mass SMS text

services to businesses looking to communicate with large numbers of their customers and prospective customers.

Through Beijing Technology,

the Company entered into the business of mass SMS text message service as a compliment to its mobile payment and recharge business.

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

Currently, the Companys SMS

integrated platform is processing more than 150 million SMS text messages per month.

Beijing Technology retains a license from the Ministry

of Industry and Information Technology ( MIIT ) to operate SMS and MMS business in the PRC.

Similar to the mobile

recharge business, Beijing Technology is required to make a deposit or bulk purchase in advance and has secured business customers that

will utilize Beijing Technologys SMS integrated platform to send bulk SMS text messages monthly.

Beijing Technology has the capability

to manage and track the entire process, including to assist the Companys clients to fulfil the government guidelines, until the

SMS messages have been delivered successfully.

Unicom Cooperation Agreement

July 7, 2019, JiuGe Technology entered into that certain Yunnan Unicom Electronic Sales Platform Construction and Operation Cooperation

Agreement (the Cooperation Agreement ) with China United Network Communications Limited Yunnan Branch ( China

Unicom Yunnan ).

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

Yunnans electronic sales platform through which consumers can purchase various goods and services from China Unicom Yunnan, including

mobile telephones, mobile telephone service, broadband data services, terminals, smart devices and related financial insurance.

The Cooperation Agreement provides that JiuGe Technology is required to construct and operate the platforms webpage in accordance

with China Unicom Yunnans specifications and policies, and applicable law, and bear all expenses in connection therewith.

As consideration

for the services it provides under the Cooperation Agreement, JiuGe Technology receives a percentage of the revenue received from all

sales it processes for China Unicom Yunnan on the platform.

Cooperation Agreement expires three years from the date of its signature, subject to a yearly auto-renewal clause, which is currently

in an auto-renewal period, but it may be terminated by (i) JiuGe Technology upon three months written notice or (ii) by China

Unicom Yunnan unilaterally.

The Cooperation Agreement contains customary representations from each party regarding such partys

authority to enter into and perform under the Cooperation Agreement, and provides customary events of default, including for various

types of failure to perform.

Any disputes arising between the parties under the Cooperation Agreement will be adjudicated in Chinese

description of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the terms of

the Cooperation Agreement, which was filed as an exhibit to our Current Report on Form 8-K filed with the SEC on November 9, 2019 and

is incorporated by reference herein.

January 2022, Shanghai TengLian JiuJiu Information Communication Technology Co., Ltd.

( TengLian ) (a 99% owned subsidiary

of Shanghai JiuGe Information Technology Co., Ltd.) signed a co-operation agreement with China Unicom to launch the Device Protection

program for mobile phones and the new 5G phones.

Intercorporate

Relationships

following is a list of all of our subsidiaries and the corresponding date of jurisdiction of incorporation or organization and the ownership

interest of each entity.

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

of Incorporation /

Motion Company Limited (1)

Motion (CN) Global Limited (2)

Motion (CN) Limited (3)

JiuGe Business Management Co., Ltd.

JiuGe Information Technology Co., Ltd.

Contractually

controlled (5)

XunLian TianXia Technology Co., Ltd.

Contractually

Motion Financial Group Limited (7)

Motion Financial Company Limited (8)

TengLian JiuJiu Information Communication Technology Co., Ltd.

Contractually

Motion Company Limited is a wholly-owned subsidiary of FingerMotion, Inc.

Motion (CN) Global Limited is a wholly-owned subsidiary of FingerMotion, Inc.

Motion (CN) Limited is a wholly-owned subsidiary of Finger Motion (CN) Global Limited.

JiuGe Business Management Co., Ltd.

is a wholly-owned subsidiary of Finger Motion (CN) Limited.

JiuGe Information Technology Co., Ltd.

is a variable interest entity that is contractually controlled by Shanghai JiuGe Business

Management Co., Ltd.

XunLian TianXia Technology Co., Ltd.

is a 99% owned subsidiary of Shanghai JiuGe Information Technology Co., Ltd.

Motion Financial Group Limited is a wholly-owned subsidiary of FingerMotion, Inc.

Motion Financial Company Limited is a wholly-owned subsidiary of Finger Motion Financial Group Limited.

TengLian JiuJiu Information Communication Technology Co., Ltd.

is a 99% owned subsidiary of Shanghai JiuGe Information Technology

we do not directly hold equity interests in the VIE, we are subject to risks and uncertainties of the interpretations and applications

of Chinese laws and regulations, including but not limited to, the validity and enforcement of the VIE Agreements among the WFOE, the

VIE and the shareholder of the VIE.

We are also subject to the risks and uncertainties about any future actions of the Chinese government

in this regard that could disallow the VIE structure, which would likely result in a material change in our operations and may cause

the value of our Common Shares to depreciate significantly or become worthless.

VIE Agreements may not be as effective as direct ownership in providing operational control.

For instance, the VIE and its shareholders

could breach their contractual arrangements with us by, among other things, failing to conduct their operations in an acceptable manner

or taking other actions that are detrimental to our interests.

The shareholder of the VIE may not act in the best interests of our Company

or may not perform their obligations under the VIE Agreements.

Such risks exist throughout the period in which we intend to operate certain

portions of our business through the VIE Agreements with the VIE.

In the event that the VIE or its shareholder fail to perform their

respective obligations under the VIE Agreements, we may have to incur substantial costs and expend additional resources to enforce such

arrangements.

In addition, even if legal actions are taken to enforce the VIE Agreements, there is uncertainty as to whether Chinese

courts would recognize or enforce judgments of U.S.

courts against us or such persons predicated upon the civil liability provisions

of the securities laws of the United States or any state.

See Risk Factors—Risks Related to the VIE Agreements.

rely on the VIE Agreements with the VIE and its shareholder for a significant portion of our business operations.

The VIE Agreements

may not be as effective as direct ownership in providing operational control.

Any failure by the VIE or its shareholder to perform their

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

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

other entity that is required to approve of the operations of the VIE, other than a value-added telecommunications business licence,

which has already been obtained.

Nevertheless, Chinese regulatory authorities may in the future promulgate laws, regulations or implement

rules that require us, our subsidiaries or the VIEs to obtain permissions from such regulatory authorities to approve the operations

of the VIE or any securities listing.

Company is a mobile data specialist company incorporated in Delaware, USA, with its head office located at 111 Somerset Road, Level 3,

Singapore 238164.

The Company operates the following lines of business:

(i) Telecommunications Products and Services;

(ii) Value Added

Products and Services (iii) Short Message Services ( SMS ) and Multimedia Messaging Services ( MMS );

(iv) a Rich Communication Services ( RCS ) platform;

(v) Big Data Insights;

and (vi) a Video Games Division (inactive).

Telecommunications

Products and Services

Companys current product mix consisting of payment and recharge services, data plans, subscription plans, mobile phones, loyalty

points redemption and other products bundles (i.e.

mobile protection plans).

Chinese mobile phone consumers often utilize third-party

e-marketing websites to pay their phone bills.

If the consumer connected directly to the telecommunications provider to pay his or her

bill, the consumer would miss out on any benefits or marketing discounts that e-marketers provide.

Thus, consumers log on to these e-marketers

websites, click into their respective phone providers store, and top up, or pay, their telecommunications provider

for additional mobile data and talk time.

connect to the respective mobile telecommunications providers, these e-marketers must utilize a portal licensed by the applicable telecommunication

company that processes the payment.

We have been granted one of these licenses by China United Network Communications Group Co., Ltd.

( China Unicom ) and China Mobile Communications Corporation ( China Mobile ), each of which is

a major telecommunications provider in China.

We principally earn revenue by providing mobile payment and recharge services to customers

of China Unicom and China Mobile.

conduct our mobile payment business through JiuGe Technology, our contractually controlled affiliate through the entry into the VIE Agreements

in October 2018.

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

data for businesses and corporations in nine provinces/municipalities, namely Chengdu, Jiangxi, Jiangsu, Chongqing, Shanghai, Zhuhai,

Zhejiang, Shaanxi, Inner Mongolia, Henan and Fujian.

In September 2018, JiuGe Technology launched and commercialized mobile payment and

recharge services to businesses for China Unicom.

In May 2021, JiuGe Technology signed a volume-based agreement with China Mobile Fujian

to offer recharge services to the Fujian province which we have launched and commercialized in November 2021.

JiuGe Technology mobile payment and recharge platform enables the seamless delivery of real-time payment and recharge services to third-party

channels and businesses.

We earn a rebate from each telecommunications company on the funds paid by consumers to the telecommunications

companies we process.

To encourage consumers to utilize our portal instead of using our competitors platforms or paying China

Unicom or China Mobile directly, we offer mobile data and talk time at a rate discounted from these companies stated rates, which

are also the rates we must pay to them to purchase the mobile data and talk time provided to consumers through the use of our platform.

Accordingly, we earn income on the rebates we receive from China Unicom and China Mobile, reduced by the amounts by which we discount

the mobile data and talk time sold through our platform.

started and commercialized its Business to Business ( B2B ) model by integrating with various e-commerce

platforms to provide its mobile payment and recharge services to subscribers or end consumers.

In the first quarter of 2019 FingerMotion

expanded its business by commercializing its first Business to Consumer ( B2C ) model, offering the

telecommunication providers products and services, including data plans, subscription plans, mobile phones, and loyalty points

redemption, directly to subscribers or customers of the e-commerce companies, such as PinDuoDuo ( PDD ), TMall ( TMALL )

The Company is planning to further expand its universal exchange platform by setting up B2C stores on several other major

e-commerce platforms in China.

In addition to that, we have been assigned as one of Chinas Mobiles loyalty redemption partner

where we will be providing the services for their customers via our platform.

Additionally,

as previously disclosed, on July 7, 2019, JiuGe Technology, our contractually controlled affiliate, entered into that certain Cooperation

Agreement with China Unicom Yunnan, whereby JiuGe Technology is responsible for constructing and operating China Unicoms electronic

sales platform through which consumers can purchase various goods and services from China Unicom, including mobile telephones, mobile

telephone service, broadband data services, terminals, smart devices and related financial insurance.

The Cooperation Agreement

provides that JiuGe Technology is required to construct and operate the platforms webpage in accordance with China Unicoms

specifications and policies, and applicable law, and bear all expenses in connection therewith.

As consideration for the service JiuGe

Technology provides under the Cooperation Agreement, it receives a percentage of the revenue received from all sales it processes for

China Unicom on the platform.

The Cooperation Agreement expires three years from the date of its signature with a yearly auto-renewal

clause, which is currently in an auto-renewal period, but it may be terminated by (i) JiuGe Technology upon three months written

notice or (ii) by China Unicom unilaterally.

the recent fiscal year, the Company expanded its offering under their telecommunication product and services by increasing their product

line revenue streams.

In March 2020, FingerMotion secured a contract with both China Mobile and China Unicom to acquire new users to

take up the respective subscription plans.

February 2021, we increased the mobile phones sales to end users using all of our platforms.

This business will continue to contribute

to the overall revenue for the group as part of our offering to our customers.

Added Product and Services

are new product and services that the Company expects to secure and work with the telecommunication provider and all our e-commerce platform

partners to market.

In February 2022, our contractually controlled subsidiary, JiuGe Technology, through its 99% own subsidiary TengLian

signed an agreement with both China Unicom and China Mobile to co-operate to roll out the Mobile Device Protection product which is incorporated

into the Telecommunication subscription plans in line with their roll out of new mobile phones and new 5G phones.

In mid-July 2022, we

launched the roll out of the Mobile Device protection product with the roll out of the new mobile phones and 5G phones.

and MMS Services

March 7, 2019, the Company through JiuGe Technology acquired Beijing Technology Co, a company in the business of providing mass SMS text

services to businesses looking to communicate with large numbers of their customers and prospective customers.

With this acquisition,

the Company expanded into a second partnership with the telecom companies by acquiring bulk SMS and MMS bundles at reduced prices and

offering bulk SMS services to end consumers with competitive pricing.

Beijing Technology retains a license from MIIT to operate the SMS

and MMS business in the PRC.

Similar to the mobile payment and recharge business, Beijing Technology is required to make a deposit or

bulk purchase in advance and has secured business customers, including premium car manufacturers, hotel chains, airlines and e-commerce

companies, that utilize Beijing Technologys SMS integrated platform to send bulk SMS text messages monthly.

Beijing Technology

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

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

Communication Services

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

This RCS platform will be a proprietary business messaging platform that enables businesses and brands to communicate and service their

customers on the 5G infrastructure, delivering a better and more efficient user experience at a lower cost.

For example, with the new

5G RCS message service, consumers will have the ability to list available flights by sending a message regarding a holiday and will also

be able to book and buy flights by sending messages.

This will allow telecommunication providers like China Unicom and China Mobile to

retain users on their systems, without having to utilize third party apps or log onto the Internet, which will increase their user retention.

We expect this to open up a new marketing channel for the Companys current and prospective business partners.

Data Insights

July 2020, the Company launched its proprietary technology platform Sapientus as its big data insights arm to deliver data-driven

solutions and insights for businesses within the insurance, healthcare, and financial services industries.

The Company applies its vast

experience in the insurance and financial services industry and capabilities in technology and data analytics to develop revolutionary

solutions targeted towards insurance and financial consumers.

Integrating diverse publicly available information, insurance and financial

based data with technology and finally registering them into the FingerMotion telecommunications and insurance ecosystem, the Company

would be able to provide functional insights and facilitate the transformation of key components of the insurance value chain, including

driving more effective and efficient underwriting, enabling fraud evaluation and management, empowering channel expansion and market

penetration through novel product innovation, and more.

The ultimate objective is to promote, enhance and deliver better value to our

partners and customers.

Companys proprietary risk assessment engine offers standard and customized scoring and appraisal services based on multi-dimensional

The Company has the ability to provide potential customers and partners with insights-driven and technology-enabled solutions

and applications including preferred risk selection, precision marketing, product customization, and claims management (e.g., fraud detection).

The Companys mission is to deliver the next generation of data-driven solutions in the financial services, healthcare, and insurance

industries that result in more accurate risk assessments, more efficient processes, and a more delightful user experience.

or around January 25, 2021, the Companys wholly owned subsidiary, Finger Motion Financial Company Limiteds, big data analytic

arm branded Sapientus, entered into a services agreement with Pacific Life Re, a global life reinsurer serving the insurance

industry with a comprehensive suite of products and services.

December 2021, the Company through JiuGe Technology formed a collaborative research alliance with Munich Re in extending behavioural

analytics to enhance understanding of morbidity and behavioural patterns in China market, with the goal of creating value for both insurers

and the end insurance consumers through better technology, product offerings and customer experience.

Video Game Division

video game industry covers multiple sectors and is currently experiencing a move away from physical games towards digital software.

in technology and streaming now allow users to download games rather than visiting retailers.

Video game publishers are expanding their

direct-to-consumer channels with mobile gaming, the current growth leader, and eSports and virtual reality gaining momentum as the next

In June 2018, we temporarily paused its publishing and operating plans for existing games, and the Companys Board

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

payment and data business.

of Operations

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

November 30, 2023

November 30, 2022

Cost of revenue

$ (5,502,151 )

$ (10,544,321 )

Total operating expenses

$ (2,599,005 )

$ (2,720,417 )

Total other income (expenses)

Net loss attributable to the Companys shareholders

$ (1,944,343 )

$ (2,521,992 )

Foreign currency translation adjustment

Comprehensive loss attributable to the Company

$ (1,692,409 )

$ (2,703,955 )

Basic Loss Per Share attributable to the Company

Diluted Loss Per Share attributable to the Company

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

For the three months ended

November 30, 2023

November 30, 2022

Telecommunication Products & Services

SMS & MMS Business

Total Revenue

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

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.

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

November 30, 2023

November 30, 2022

Telecommunication Products & Services

SMS & MMS Business

Total Cost of Revenue

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

to customers of telecommunications companies, subscription plans, and mobile phone sales in China.

To earn this revenue, we incur cost

of the product, certain customer acquisition costs, including discounts to our customers and promotional expenses, which is reflected

in our cost of revenue.

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 $17,525 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

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

For the three months ended

November 30, 2023

November 30, 2022

Entertainment

Salaries & Wages

Technical Fee

Total G&A Expenses

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

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 three months ended

November 30, 2023

November 30, 2022

Marketing Cost

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.

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

& Development

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

For the three months ended

November 30, 2023

November 30, 2022

Research & Development

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

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

Insights are mined from a

multitude of data sources, harmonized with the objectives of our various business partners.

The initial phase of business application

is to focus on the insurance industry, particularly in the area of underwriting risk rating, complementary claims adjudication and assessment,

and risk segmentation & market penetration.

division comprises of experienced actuaries, data scientists, and computer programmers.

expenses for research & development include associated wages and salaries, data access fees and IT infrastructure.

the past year, we have deepened the Companys determined commitment toward working with partners in elucidating consumer insights

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

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

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, 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.

steadfast dedication to innovation remains undiminished, and we expect to persistently advance in our developmental endeavours to reinforce

our technological edge.

Compensation Expenses

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

For the three months ended

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

The decrease of $715,218

or 87% was due to the reduced engagement of consultants to the Company that were compensated with shares of our common stock.

The rationale

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 $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

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 nine months ended

November 30, 2023

November 30, 2022

Cost of revenue

$ (24,446,325 )

$ (19,587,546 )

Total operating expenses

$ (6,482,894 )

$ (6,444,283 )

Total other income (expenses)

Net loss attributable to the Companys shareholders

$ (3,343,895 )

$ (5,503,480 )

Foreign currency translation adjustment

Comprehensive loss attributable to the Company

$ (3,615,451 )

$ (6,214,199 )

Basic Loss Per Share attributable to the Company

Diluted Loss Per Share attributable to the Company

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

For the nine months ended

November 30, 2023

November 30, 2022

Telecommunication Products & Services

SMS & MMS Business

Total Revenue

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 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 nine months ended

November 30, 2023

November 30, 2022

Telecommunication Products & Services

SMS & MMS Business

Total Cost of Revenue

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

to customers of telecommunications companies, subscription plans and mobile phone sales in China.

To earn this revenue, we incur cost

of the product, certain customer acquisition costs, including discounts to our customers and promotional expenses, which is reflected

in our cost of revenue.

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 $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 nine months ended

November 30, 2023

November 30, 2022

Entertainment

Salaries & Wages

Technical Fee

Total G&A Expenses

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 nine months ended

November 30, 2023

November 30, 2022

Marketing Cost

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.

& Development

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

For the nine months ended

November 30, 2023

November 30, 2022

Research & Development

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.

Insights are mined from a

multitude of data sources, harmonized with the objectives of our various business partners.

The initial phase of business application

is to focus on the insurance industry, particularly in the area of underwriting risk rating, complementary claims adjudication and assessment,

and risk segmentation & market penetration.

division comprises of experienced actuaries, data scientists, and computer programmers.

expenses for research & development include associated wages and salaries, data access fees and IT infrastructure.

the 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

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, 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.

steadfast dedication to innovation remains undiminished, and we expect to persistently advance in our developmental endeavours to reinforce

our technological edge.

Compensation Expenses

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

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 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

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

the cash to invest in revenue-generating activities.

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 $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 November 30, 2023 and February 28, 2023:

As at November 30,

As at February 28,

Cash and cash equivalents

Working capital

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.

Securities Act of 1933, as amended (the U.S.

Securities Act ).

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

For the nine months ended

November 30, 2023

November 30, 2022

Net cash used in operating activities

$ (6,953,025 )

$ (5,600,444 )

Net cash used in investing activities

Net cash provided by (used in) financing activities

Effect of exchange rates on cash & cash equivalents

Net increase (decrease) in cash and cash equivalents

$ (7,305,676 )

Flow used in Operating Activities

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 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 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

are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition,

changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that

is material to investors.

Accounting Policies

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

Summary of Principal Accounting Policies of the Notes

to the Consolidated Financial Statements as presented under Item 8, Financial Statements and Supplementary Data in our Annual Report

on Form 10-K for our fiscal year ended February 28, 2023 filed with the SEC on May 30, 2023.

to Critical Accounting Policies under Item 7, Managements Discussion and Analysis of Financial Condition and Results

of Operations in our Annual Report on Form 10-K for our fiscal year ended February 28, 2023 filed with the SEC on May 30, 2023.

Issued Accounting Pronouncements

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

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

3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

a smaller reporting company as defined in Rule 12b-2 under the Exchange Act, the Company is not required to provide the information required

by this item.

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

On June 1, 2024, the Company’s

wholly owned subsidiary, Finger Motion Company Limited (the “ Borrower ”), entered into a loan agreement with Dr.

Yow Ming (the “ Lender ”) whereby the Lender agreed to advance a short-term loan facility of SGD$370,000 (the “ Loan ”)

to the Borrower for working capital purposes.

As of the date hereof, the full amount of the Loan has been drawn upon by the Borrower.

Each drawdown portion of the Loan is due one (1) year from the date of the drawdown, unless extended by the Lender.

If the Lender agrees,

the Borrower may prepay the whole or any part of the Loan by providing the Lender not less than three (3) business days prior written

notice and subject to payment of interest accrued thereon.

Any prepayment of the Loan shall be in an amount of SGD$50,000 or multiples

The Loan shall bear interest at the rate of 1.67% per month, any such interest to accrue from day to day and to be calculated

based on a 365-day year, and is payable on a monthly basis on or before the last day of each successive month.

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