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Item 4. Controls and Procedures

2024-06-28 compared with 2024-01-16 · 85 added, 73 removed, 4 unchanged (98% of the section changed)

4 – CONTROLS AND PROCEDURES

of Disclosure Controls and Procedures

management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure

controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of November 30, 2023.

disclosure controls and procedures are designed to ensure that information required to be disclosed by us in reports that we file or

submit under the Exchange Act is (1) recorded, processed, summarized, and reported within the time periods specified in the SECs

rules and forms, and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer,

as appropriate to allow timely decisions regarding required disclosure.

Our management recognizes that any controls and procedures, no

matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily

applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

on such evaluation of our disclosure controls and procedures as of November 30, 2023, our Chief Executive Officer and Chief Financial

Officer concluded that due to the existence of material weaknesses in our internal controls over financial reporting, as discussed in

more detail below, our disclosure controls and procedures were not completely effective as of November 30, 2023.

Management has continued

to monitor the implementation of the remediation plan described below.

quarterly report on internal control over financial reporting

Companys internal control over financial reporting ( ICFR ) is designed under the supervision of our Chief

Executive Officer, acting in the capacity of principal executive officer, and our Chief Financial Officer, acting in the capacity of

principal financial officer, and effected by our board of directors, management and other personnel, to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with

ITEM 4 – CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief

Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as such term is

defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Annual Report.

Our disclosure

controls and procedures are designed to ensure that information required to be disclosed by us in reports that we file or submit under

the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms,

and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate

to allow timely decisions regarding required disclosure.

Our management recognizes that any controls and procedures, no matter how well

designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment

in evaluating the cost-benefit relationship of possible controls and procedures.

Based on such evaluation of our disclosure controls

and procedures as of May 31, 2024, our Chief Executive Officer and Chief Financial Officer concluded that due to the existence of material

weaknesses in our internal controls over financial reporting, as discussed in more detail below, our disclosure controls and procedures

were not effective as of May 31, 2024.

Management has continued to monitor the implementation of the remediation plan described below.

Management’s quarterly report on internal

control over financial reporting

Management of FingerMotion, Inc.

is responsible for

establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f)

and 15d-15(f).

The Company’s internal control over financial reporting (“ ICFR ”) is designed under the supervision

of our Chief Executive Officer, acting in the capacity of principal executive officer, and our Chief Financial Officer, acting in the

capacity of principal financial officer, and effected by our board of directors, management and other personnel, to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance

generally accepted accounting principles, or GAAP.

The Company’s ICFR includes those policies and procedures that:

to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Companys

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in

accordance with GAAP, and that the Companys receipts and expenditures are being made only in accordance with authorizations of

the Companys management and directors;

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the

Company’s assets;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial

statements in accordance with GAAP, and that the Company’s receipts and expenditures are being made only in accordance with authorizations

of the Company’s management and directors;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized

acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

management of the Company is responsible for establishing and maintaining adequate ICFR for the Company.

Our management assessed the

effectiveness of the Companys internal control over financial reporting as of November 30, 2023 in accordance with the framework

in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission

(the COSO Framework ).

As a quickly growing development-stage company with limited resources, management is in the

process of building the necessary infrastructure of controls, following the COSO Framework, to ensure that more stringent policies and

procedures will be in place in the near future.

However, based on our current review, management concluded that, during the period covered

by this report, material weaknesses in ICFR as follows:

we maintain foundational documentation of our internal control policies and procedures, we recognize the importance of aligning fully

with the requirements of Section 404 of the Sarbanes-Oxley Act.

As a reporting company, we are currently refining our documentation

to further strengthen our internal controls over financial reporting, aiming to ensure they meet the highest standards and governance

expectations.;

have limited segregation of duties and oversight of work performed as well as lack of compensating controls in the Companys

finance and accounting functions due to limited personnel.

As a result, segregation of all conflicting duties may not always be possible

and may not be economically feasible.

Furthermore, we cannot provide reasonable assurance that receipts and expenditures are being

made only in accordance with management and director authorization.

However, to the extent possible, the initiation of transactions,

the custody of assets and the recording of transactions should be performed by separate individuals.

order to remediate the documented material weaknesses, management has implemented corporate governance policies and charters that will

further align the Companys governance procedures with the requirements noted in the Sarbanes-Oxley Act, including a Codes of Business

Conduct and Ethics, which reflects the overall corporate principles, policies and values that provides overall guidance for our control

Notwithstanding

the assessment that our ICFR was not effective as of November 30, 2023 and that there are material weaknesses as identified herein, we

believe that our consolidated financial statements contained in this Quarterly Report fairly present our financial position, results

of operations and cash flows for the period covered thereby in all material respects.

We are committed to continuing to improve our internal

control processes and we are undertaking measures to remediate the material weaknesses we have identified and generally strengthen our

internal control over financial reporting.

We will also continue to further review, optimize, and enhance our financial reporting controls

and procedures.

These material weaknesses will not be considered remediated until the applicable remediated controls operate for a sufficient

period of time and management has concluded, through testing, that these controls are operating effectively.

in internal control over financial reporting

for the remediation procedures being implemented by the Company as described above, there have been no other changes in our internal

control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our fiscal

quarter ended November 30, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over

financial reporting.

II – OTHER INFORMATION

1 – LEGAL PROCEEDINGS

Company is not a party to any pending legal proceeding.

We are not aware of any pending legal proceeding to which any of our officers,

directors, affiliates or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest

adverse to us.

Because of its

inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Therefore, even those systems

determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation, projections

of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in

conditions or that the degree of compliance with the policies or procedures may deteriorate.

Our management, including our principal financial

officer, assessed the effectiveness of the Company’s internal control over financial reporting as of May 31, 2024 in accordance

with the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations

of the Treadway Commission (the “ COSO Framework ”).

Based on this assessment,

Management concluded that certain aspects of the Company's internal control over financial reporting as of May 31, 2024, were not effective.

A material weakness, as defined

in standards established pursuant to the Sarbanes-Oxley Act, is a deficiency or combination of deficiencies in internal controls over

financial reporting such that there is a reasonable possibility that a material misstatement for our annual or interim consolidated financial

statements will not be prevented or detected on a timely basis.

The ineffectiveness of our

internal control over financial reporting was due to the following material weakness, which also existed as of February 29, 2024:

We have limited segregation of duties and oversight of work performed as well as lack of compensating controls in the Company’s finance and accounting functions due to limited personnel.

As a result, segregation of all conflicting duties may not always be possible and may not be economically feasible.

Furthermore, we cannot provide reasonable assurance that receipts and expenditures are being made only in accordance with management and director authorization.

However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals.

Management’s Plan

to Remediate the Material Weaknesses:

Management has taken significant

steps towards remediation of these material weaknesses in 2023 and has been implementing and continues to implement measures designed

to ensure that control deficiencies contributing to the material weakness are remediated, such that these controls are designed, implemented,

validated, and operating effectively.

The remediation actions include:

Management has documented a complete set of controls incorporating segregation of duties, separate individuals performing and reviewing controls, and proper authorization and segregation of duties around payments and expenditures in 2023.

Management has implemented most of these controls in calendar year 2023 and will complete implementation in calendar year 2024.

Management has implemented corporate governance policies and charters that will further align the Company’s governance procedures with the requirements noted in the Sarbanes-Oxley Act, including a Codes of Business Conduct and Ethics, which reflects the overall corporate principles, policies and values that provides overall guidance for our control procedures.

Notwithstanding the assessment that our ICFR was not

effective as of May 31, 2024 and that there is a material weaknesses as identified herein, we believe that our consolidated financial

statements contained in this Quarterly Report fairly present our financial position, results of operations and cash flows for the period

covered thereby in all material respects.

We are committed to continuing to improve our internal control processes and we are undertaking

measures to remediate the material weakness we have identified and generally strengthen our internal control over financial reporting.

We will also continue to further review, optimize, and enhance our financial reporting controls and procedures.

This material weakness

will not be considered remediated until the applicable remediated controls operate for a sufficient period of time and management has

concluded, through testing, that these controls are operating effectively.

Changes in internal control over financial reporting

Except for the remediation procedures being implemented

by the Company as described above, there have been no other changes in our internal control over financial reporting (as defined in Rules

13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our fiscal quarter ended May 31, 2024, that have materially affected,

or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1 – LEGAL PROCEEDINGS

The Company is not a party to any pending legal proceeding.

We are not aware of any pending legal proceeding to which any of our officers, directors, affiliates or any beneficial holders of 5% or

more of our voting securities are adverse to us or have a material interest adverse to us.

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 4. Controls and Procedures