What changed in this filing

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Item 1. Financial Statements

2024-10-15 compared with 2024-06-28 · 322 added, 255 removed, 581 unchanged (50% of the section changed)

ITEM 1 – FINANCIAL STATEMENTS

FINANCIAL STATEMENTS

FINGERMOTION, INC.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the three months ended May 31, 2024

For the six months ended August 31, 2024

(Unaudited - Expressed in U.S.

15 unchanged sentences

Accrual and other payables

Stock subscription payables

Stock subscription receivables

Lease liability, current portion

10 unchanged sentences

Authorized 200,000,000 shares;

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

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

Additional paid-in capital

11 unchanged sentences

Three Months Ended

Six Months Ended

Cost of revenue

1 unchanged sentence

( 7,437,632 )

( 15,849,829 )

( 18,944,174 )

Amortization & depreciation

2 unchanged sentences

( 1,634,356 )

( 3,429,813 )

( 2,996,346 )

Marketing cost

4 unchanged sentences

( 2,041,838 )

( 4,350,172 )

( 3,883,889 )

Net loss from operations

1 unchanged sentence

( 3,367,255 )

( 1,379,806 )

Other income (expense):

6 unchanged sentences

$ ( 134,652 )

$ ( 3,346,383 )

$ ( 1,398,914 )

Income tax expenses

1 unchanged sentence

$ ( 134,652 )

Net profit attributable to the non-controlling interest

$ ( 3,346,383 )

$ ( 1,398,914 )

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

Net loss attributable to the Company’s shareholders

1 unchanged sentence

$ ( 134,081 )

$ ( 3,344,133 )

$ ( 1,399,552 )

Other comprehensive income:

3 unchanged sentences

$ ( 1,071,623 )

comprehensive income (loss) attributable to non-controlling interest

$ ( 3,168,916 )

$ ( 1,923,286 )

Comprehensive loss attributable to non-controlling interest

Comprehensive loss attributable to the Company

1 unchanged sentence

$ ( 1,071,427 )

NET LOSS PER SHARE

$ ( 3,168,033 )

$ ( 1,923,042 )

NET PROFIT (LOSS) PER SHARE

Loss Per Share - Basic

Loss Per Share - Diluted

NET LOSS PER SHARE ATTRIBUTABLE TO THE COMPANY

NET PROFIT (LOSS) PER SHARE ATTRIBUTABLE TO THE COMPANY

Loss Per Share - Basic

8 unchanged sentences

Non-controlling

stock options

Balance at March 1, 2024

( 28,448,833 )

Common stock issued for professional

Additional paid-in capital

– stock options

Accumulated other comprehensive

Common stock issued for professional service

Additional paid-in capital – stock options

Accumulated other comprehensive income

( 1,655,904 )

1 unchanged sentence

( 1,655,832 )

at May 31, 2024

Balance at May 31, 2024

( 30,104,737 )

Additional paid-in capital – stock options

Accumulated other comprehensive income

( 1,688,229 )

( 1,690,551 )

Balance at August 31, 2024

( 31,792,966 )

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

Common stock issued for professional service

Execution of convertible notes

Accumulated other comprehensive

Accumulated other comprehensive income

Net profit (loss)

( 1,265,471 )

1 unchanged sentence

( 1,264,262 )

at May 31, 2023

Balance at May 31, 2023

( 25,956,785 )

Common stock issued for cash

Common stock issued for professional service

Cashless exercise of warrants

Additional paid-in capital – stock options

Accumulated other comprehensive income

Balance at August 31, 2023

( 26,090,866 )

FingerMotion, Inc.

Unaudited Condensed Consolidated Statements of Cash Flows

Three Months Ended

Six Months Ended

$ ( 3,346,383 )

6 unchanged sentences

( 12,209,223 )

( 7,292,931 )

(Increase) decrease in prepayment and deposit

(Increase) decrease in others receivable

(Increase) decrease in other receivables

( 2,067,397 )

9 unchanged sentences

Cash flows from financing activities

Advance from stock subscription payable

Proceed from loan payable

Repayment of convertible note

( 1,135,333 )

Advances from stock subscription receivable

Common stock issued for cash

Net cash provided by (used in) financing activities

( 1,075,333 )

Effect of exchange rates on cash and cash equivalents

8 unchanged sentences

FINGERMOTION, INC.

Three months ended May 31, 2024 and 2023

Six months ended August 31, 2024 and 2023

Notes to the Condensed Consolidated Financial Statements

6 unchanged sentences

to third party tenants.

The Company changed its name to FingerMotion, Inc.

The Company changed its name to FingerMotion,

on July 13, 2017 after a change in control.

2 unchanged sentences

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.

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

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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.

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

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On March 7, 2019, JiuGe Technology also acquired

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

at discounted rates.

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.

Finger Motion Financial Company Limited was incorporated

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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.

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

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

Six months ended August 31, 2024 and 2023

Notes to the Condensed Consolidated Financial Statements

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Principles of Consolidation and Presentation

The consolidated financial statements have been prepared

in accordance with U.S.

The condensed consolidated financial statements

have been prepared in accordance with U.S.

generally accepted accounting principles (“U.S.

The consolidated financial statements include

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

All intercompany accounts, transactions, and profits have

been eliminated upon consolidation.

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.

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.

Pursuant to Financial Accounting Standards Board

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

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

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

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

VIEs are those entities in which a company, through contractual

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

the primary beneficiary of the entity.

Under ASC 810, a reporting entity has a controlling

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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.

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

2 unchanged sentences

FINGERMOTION, INC.

Three months ended May 31, 2024 and 2023

Six months ended August 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

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 August

31, 2024 and February 29, 2024:

1 unchanged sentence

Schedule of variable interest entity

August 31, 2024

February 29, 2024

4 unchanged sentences

Total liabilities

Assets and liabilities of the VIE’s Subsidiaries

Assets and liabilities of the VIE Subsidiary

August 31, 2024

February 29, 2024

5 unchanged sentences

FINGERMOTION, INC.

Three months ended May 31, 2024 and 2023

Six months ended August 31, 2024 and 2023

Notes to the Condensed Consolidated Financial Statements

1 unchanged sentence

Operating Result of VIE

For the Three Months Ended

For the Six Months Ended

August 31, 2024

For the Six Months Ended

August 31, 2023

Cost of revenue

( 3,506,562 )

( 11,604,478 )

Amortization and depreciation

General and administrative expenses

( 1,020,074 )

( 1,128,927 )

Marketing cost

3 unchanged sentences

$ ( 1,314,045 )

Loss from operations

$ ( 480,522 )

Net profit (loss) from operations

$ ( 859,394 )

3 unchanged sentences

$ ( 823,143 )

$ ( 249,243 )

Operating Result of VIE’s Subsidiaries

For the Three Months Ended

Operating Result of VIE Subsidiaries

For the Six Months Ended

August 31, 2024

For the Six Months Ended

August 31, 2023

Cost of revenue

7 unchanged sentences

$ ( 772,907 )

Loss from operations

$ ( 234,660 )

Net profit (loss) from operations

$ ( 225,426 )

Interest income

1 unchanged sentence

Net profit (loss)

$ ( 224,972 )

FINGERMOTION, INC.

Three months ended May 31, 2024 and 2023

Six months ended August 31, 2024 and 2023

Notes to the Condensed Consolidated Financial Statements

1 unchanged sentence

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.

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.

6 unchanged sentences

Identifiable Intangible Assets

Identifiable intangible assets are recorded at cost

and are amortized over 3 - 10 years.

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

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(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.

Long-lived assets held and used by the Company

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

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

14 unchanged sentences

Accounts Receivable and Concentration of Risk

Accounts receivable, net is stated at the amount the

Company expects to collect, or the net realizable value.

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

5 unchanged sentences

FINGERMOTION, INC.

Three months ended May 31, 2024 and 2023

Six months ended August 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.

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

21 unchanged sentences

Earnings Per Share

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.

Basic (loss) earnings per share is based on the

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

the period are included in diluted earnings per share.

FASB Accounting Standard Codification Topic 260

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

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

Diluted earnings

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

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

ASC 260 to determine diluted earnings per share.

Antidilutive securities represent potentially dilutive securities which are excluded

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

FINGERMOTION, INC.

Three months ended May 31, 2024 and 2023

Six months ended August 31, 2024 and 2023

Notes to the Condensed Consolidated Financial Statements

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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:

The Company recognizes revenue from providing

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

The Company recognizes revenue when

all of the following conditions are satisfied:

(1) there is persuasive evidence of an arrangement;

(2) the service has been provided to the customer

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

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

(2) the service has been provided to

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

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

and (4) the collection of fees is probable.

We account for our multi-element

arrangements, such as instances where we design a custom website and separately offer other services such as hosting, which are recognized

over the period for when services are performed.

The Company uses the asset and liability method of

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

We account for

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

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

The Company uses the asset and liability method

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

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

(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.

(i) taxes payable or refundable for the

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

and liabilities and their respective tax bases.

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

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

The effect on deferred tax assets

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

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

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

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.

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

4 unchanged sentences

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

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

Six months ended August 31, 2024 and 2023

Notes to the Condensed Consolidated Financial Statements

4 unchanged sentences

The Company had an accumulated deficit of $ 31,792,966 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.

$ 28,448,833 as at August 31, 2024 and February 29, 2024, respectively, and had a net loss of $ 3,346,383 and $ 1,398,914 for the six months

ended August 31, 2024 and 2023, respectively.

The Company’s continuation as a going concern

9 unchanged sentences

We recorded $ 16,832,746 and $ 21,448,257 in revenue,

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

respectively, for the six months ended August 31, 2024 and 2023.

Schedule of revenue

For the three months ended

For the six months ended

August 31, 2024

August 31, 2023

Telecommunication Products & Services

SMS & MMS Business

Command & Communication

Note 5 – Equipment

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

has the following amounts related to tangible assets:

At August 31, 2024 and February 29, 2024, the

company has the following amounts related to equipment:

Schedule of property, plant and equipment

August 31, 2024

February 29, 2024

2 unchanged sentences

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.

expense for the six months ended August 31, 2024 and 2023 totalled $ 13,521 and $ 15,616 , respectively.

FINGERMOTION, INC.

Three months ended May 31, 2024 and 2023

Six months ended August 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:

At August 31, 2024 and February 29, 2024, the

company has the following amounts related to intangible assets:

Schedule of intangible assets

August 31, 2024

February 29, 2024

3 unchanged sentences

Net intangible assets

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.

No significant residual value is estimated for

these intangible assets.

Amortization expense for the six months ended August 31, 2024 and 2023 totalled $ 10,233 and $ 20,397 , respectively.

Note 7 – Prepayment and Deposit

Prepaid expenses consist of the deposit pledge to

the vendor for stock credits for resale.

Prepaid expenses consist of the deposit pledge

to the vendor for stocks 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.

Deposits also includes 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

February 29, 2024

Telecommunication Products & Services

Deposit Paid / Prepayment

Others prepayment

August 31, 2024

February 29, 2024

SMS & MMS Business

Deposit Paid / Prepayment

Note 8 – Other Receivables

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

has the following amounts related to other receivables:

At August 31, 2024 and February 29, 2024, the

company has the following amounts related to other receivables:

Schedule of other receivables

August 31, 2024

February 29, 2024

4 unchanged sentences

FINGERMOTION, INC.

Three months ended May 31, 2024 and 2023

Six months ended August 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.

Note 9 – Right-of-use Asset and Lease

The Company has entered into lease agreements

with various third parties.

The terms of operating leases are one to two years.

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

on the Company's 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.

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

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 term.

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

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 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.

All operating lease expense

is recognized on a straight-line basis over the lease term in the six months ended August 31, 2024.

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

1 unchanged sentence

Schedule of operating leases assets and liabilities

August 31, 2024

February 29, 2024

6 unchanged sentences

Remaining lease term and discount rate

August 31, 2024

Weighted-average remaining lease term

1 unchanged sentence

The following table summarizes the future minimum

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

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

Schedule of future minimum lease payments due

imputed interest

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

A 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.

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

of $ 730,000 .

On April 28, 2023, the Company repaid the Note

Payable of $ 730,000 .

FINGERMOTION, INC.

Six months ended August 31, 2024 and 2023

Notes to the Condensed Consolidated Financial Statements

Note 11 - Common Stock

2 unchanged sentences

18, 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 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

1 unchanged sentence

exercise of warrants.

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 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 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

4 unchanged sentences

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

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, however, on August

5, 2024, the Board of the Directors of the Company authorized a reduction of the subscription price from $2.50 to $1.50 per share, such

that the non-brokered private placement offering (the “Offering”) of up to 800,000 shares for aggregate proceeds of up to

$2,000,000 will now be up to 1,333,333 shares for aggregate proceeds of up to $2,000,000.

As of August 31, 2024, the Company has received

$ 1,605,000 in subscription proceeds to purchase 1,070,000 shares of its common stock at $ 1.50 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.

As of August 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

Six months ended August 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:

A continuity schedule

of outstanding share purchase warrants as at August 31, 2024, and the changes during the periods, is as follows:

Schedule of outstanding share purchase warrants

Weighted Average

Exercise Price

Balance, February 28, 2023

1 unchanged sentence

Cashless Exercised

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.

Balance, August 31, 2024

18, 2023 , the Company received $ 60,000 from the exercise of warrants for the purchase of 20,000 shares of common stock of the

Company at a price of $ 3.00 per share from 1 individual.

April 19, 2023, 188,500 stock purchase warrants having an exercise price of $ 2.00 per share expired.

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

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

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

2 unchanged sentences

A summary of share purchase warrants outstanding

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

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

Schedule of share purchase warrants outstanding and exercisable

7 unchanged sentences

FINGERMOTION, INC.

Three months ended May 31, 2024 and 2023

Six months ended August 31, 2024 and 2023

Notes to the Condensed Consolidated Financial Statements

13 unchanged sentences

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:

The fair value of these

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

Schedule of valuation assumptions

February 29, 2024

Expected Risk-Free Interest Rate

3 unchanged sentences

Weighted-Average Grant Date Fair Value

On July 28, 2023, the Company

granted an aggregate of 2,648,500 stock options pursuant to the Company’s 2023 Stock

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

2 unchanged sentences

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:

The fair value of these

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

Schedule of valuation assumptions

February 29, 2024

Expected Risk-Free Interest Rate

3 unchanged sentences

Weighted-Average Grant Date Fair Value

A continuity schedule of

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

A continuity schedule

of outstanding stock options as at August 31, 2024, and the changes during the six months periods, is as follows:

Schedule of stock option activity

Number of Stock Options

Stock Options

Exercise Price

3 unchanged sentences

Stock Options Grant - July 28, 2023

Balance, May 31, 2024

Balance, August 31, 2024

FINGERMOTION, INC.

Three months ended May 31, 2024 and 2023

Six months ended August 31, 2024 and 2023

Notes to the Condensed Consolidated Financial Statements

3 unchanged sentences

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

February 29, 2024

Number of Options Exercised on Forfeiture Basis

6 unchanged sentences

Total Intrinsic Value of Options Exercised

A continuity schedule of

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

A continuity schedule

of outstanding unvested stock options at August 31, 2024, and the changes during the six months periods, is as follows:

Schedule of unvested restricted stock

Weighted Average

Stock Options

3 unchanged sentences

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.

Vested – July 28, 2024

Balance, August 31, 2024

As at August 31, 2024,

the aggregate intrinsic value of all outstanding stock options granted was estimated at $0 as the current price as of August 30, 2024

is $ 2.22 , which is lower than the strike price of all outstanding options.

A summary of stock options

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

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

Schedule of stock options

3 unchanged sentences

Outstanding at

Exercise Price

Weighted Average Remaining

Contractual Term

Exercisable at May 31, 2024

Exercise Price

Weighted Average Remaining

Contractual Term

at August 31, 2024

$ 7.00 to $ 9.00

1 unchanged sentence

FINGERMOTION, INC.

Three months ended May 31, 2024 and 2023

Six months ended August 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:

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 three months ended

For the six months ended

August 31, 2024

August 31, 2023

Numerator - basic and diluted

9 unchanged sentences

FingerMotion, Inc.

is incorporated in the State of

Delaware in the U.S.

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 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 Company generated a taxable loss for the six

months ended August 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 six months ended August 31, 2024 and 2023.

The People’s Republic of China (PRC)

1 unchanged sentence

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:

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 six

months ended August 31, 2024 and 2023 are as follows:

Schedule of effective income tax rate reconciliation

For the three months ended

For the six months ended

August 31, 2024

August 31, 2023

statutory tax rate

4 unchanged sentences

FINGERMOTION, INC.

Three months ended May 31, 2024 and 2023

Six months ended August 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.

At August 31, 2024 and February 29, 2024, the

Company has a deferred tax asset of $ 836,033 and $ 939,380 , resulting from certain net operating losses in U.S., respectively.

realization of deferred tax assets depends on the generation of future taxable income during the periods in which those net operating

losses are available.

The Company considers projected future taxable income and tax planning strategies in making its assessment.

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.

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 August 31, 2024

and February 29, 2024, the valuation allowance was $ 836,033 and $ 939,380 , respectively.

Schedule of deferred tax assets and liabilities

August 31, 2024

February 29, 2024

6 unchanged sentences

claim and litigation against it.

Note 15 - Subsequent Events

Note 15 – Loan Payable

On June 1, 2024, the Company’s

10 unchanged sentences

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

On July 18, 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$1,500,000 (the “ Loan ”)

to the Borrower for working capital purposes.

As of the date hereof, SGD$1,000,000 of the Loan has been drawn upon by the Borrower.

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 1.50% 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.

Note 16 - Subsequent Events

On September 4, 2024, the remaining SGD$500,000

of the SGD$1,500,000 Loan has been fully drawn upon by the Borrower.

FINGERMOTION, INC.

Six months ended August 31, 2024 and 2023

Notes to the Condensed Consolidated Financial Statements

On October 11, 2024, the Company issued 1,095,000

shares of common stock to 15 individuals due to the closing of its private placement at $1.50 per share for gross proceeds of $ 1,642,500 .

In connection with the closing of the private placement, the Company paid cash finder’s fees of an aggregate of $ 158,000 to three

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