What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2024-10-15 compared with 2024-06-28 · 503 added, 308 removed, 463 unchanged (64% of the section changed)

6 unchanged sentences

Cautionary Note Regarding Forward-Looking Statements

The following management’s discussion and

analysis of the Company’s 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.

The following management’s discussion

and analysis of the Company’s 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 three months ended May 31, 2024, and our Annual Report on Form 10-K for the fiscal year ended February 29,

Report on Form 10-Q for the six months ended August 31, 2024, and our Annual Report on Form 10-K for the fiscal year ended February 29,

2024, including the consolidated financial statements and related notes contained therein.

4 unchanged sentences

2024, and Item 1A - Risk Factors, under Part II - Other Information of this Quarterly Report.

This MD&A is focused on material changes in our

financial condition from February 29, 2024, our most recently completed year end, to May 31, 2024, and our results of operations for the

three months ended May 31, 2024, and should be read in conjunction with Item 7, Management’s 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 29, 2024.

This MD&A is focused on material changes in

our financial condition from February 29, 2024, our most recently completed year end, to August 31, 2024, and our results of operations

for the three and six months ended August 31, 2024, and should be read in conjunction with Item 7, Management’s 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 29,

Corporate Information

14 unchanged sentences

The following diagram depicts our corporate structure:

Our holding company structure presents unique risks

as our investors may never directly hold equity interests in our subsidiaries or the VIE, and will be dependent upon contributions from

our subsidiaries and the VIE to finance our cash flow needs.

Our 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

2 unchanged sentences

However, as of March 31, 2023, pursuant

to the Overseas Listing Trial Measures promulgated by the CSRC, we will be required to file with the CSRC with respect to a new offering of our

The business of our subsidiaries and the VIE until now are not subject to cybersecurity review with the CAC, given that:

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;

to the Overseas Listing Trial Measures promulgated by the CSRC, we will be required 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

(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 China’s 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.

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.

In addition, we are

not subject to merger control review by China’s anti-monopoly enforcement agency due to the level of our revenues which provided

from us and audited by our auditor and the fact that we currently do not expect to propose or implement any acquisition of control of,

or decisive influence over, any company with revenues within China of more than RMB400 million.

Currently, these statements and regulatory

actions have had no impact on our daily business operations, the ability to accept foreign investments and list our securities on an U.S.

or other foreign exchange.

To operate, the VIE and Beijing XunLian TianXia Technology

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.

or other foreign exchange.

To operate, the VIE and Beijing XunLian TianXia

Technology Co., Ltd.

are required to obtain, and have obtained, a value-added telecommunications business licence from PRC authorities.

In connection

with our previous issuance of securities to foreign investors, under current PRC laws, regulations and regulatory rules, as of the date

of this periodic report on Form 10-Q, we, our PRC subsidiaries and the VIE, (i) are not required to obtain permissions from the CSRC except

that as of March 31, 2023 we will be required to file with the CSRC with respect to a new offering of our securities, (ii) are not required to

go through cybersecurity review by the CAC, and (iii) have received or were not denied such requisite permissions by any PRC authority.

If we, our subsidiaries or the VIE (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such

permissions or approvals are not required or (iii) applicable laws, regulations, or interpretations change and we are required to obtain

such permissions or approvals in the future, we may be subject to government enforcement actions, investigations, penalties, sanctions

and fines imposed by the CSRC, the CAC and relevant departments of the State Council.

In severe circumstances, the business of our PRC

subsidiary may be ordered to suspend and its business qualifications and licenses may be revoked.

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 will be required to file with the CSRC with respect to a new offering of our securities,

(ii) are not required to go through cybersecurity review by the CAC, and (iii) have received or were not denied such requisite permissions

by any PRC authority.

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

conclude that such permissions or approvals are not required or (iii) applicable laws, regulations, or interpretations change and we are

required to obtain such permissions or approvals in the future, we may be subject to government enforcement actions, investigations, penalties,

sanctions and fines imposed by the CSRC, the CAC and relevant departments of the State Council.

In severe circumstances, the business

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

To address challenges resulting from laws, policies

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

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

We own 100% of the equity of a

WFOE, Shanghai JiuGe Business Management Co., Ltd.

(“ JiuGe Management ”), which has entered into the VIE Agreements

with the VIE, which is owned by Ms.

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

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

We own 100% of the equity of a WFOE,

Shanghai JiuGe Business Management Co., Ltd.

(“ JiuGe Management ”), which has entered into the VIE Agreements with the

VIE, which is owned by Ms.

Li Li the legal representative and general manager, and also the shareholder of the VIE.

3 unchanged sentences

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

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 VIE’s

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 VIE’s

economic performance, (ii) receive substantially all of the economic benefits of the VIE, and (iii) have an exclusive call option to purchase,

18 unchanged sentences

a concurrent financing but not a condition of closing the Share Exchange Agreement.

As a result of the Share Exchange Agreement and the

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

As a result of the Share Exchange Agreement and

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

The Company operates its video game

2 unchanged sentences

in the telecommunication business and have since refocused into this business.

This description of the Share Exchange Agreement does

not purport to be complete and is qualified in its entirety by reference to the terms of the Share Exchange Agreement, which was filed

as an exhibit to our Current Report on Form 8-K filed with the SEC on July 20, 2017 and incorporated by reference herein.

This description of the Share Exchange Agreement

does not purport to be complete and is qualified in its entirety by reference to the terms of the Share Exchange Agreement, which was

filed as an exhibit to our Current Report on Form 8-K filed with the SEC on July 20, 2017 and incorporated by reference herein.

VIE Agreements

On October 16, 2018, the Company, through its indirect

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

(“ JiuGe Management ”), entered into a series of

agreements known as variable interest agreements (the “ VIE Agreements ”) pursuant to which Shanghai JiuGe Information

Technology Co., Ltd.

On October 16, 2018, the Company, through its

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

(“ JiuGe Management ”), entered into a

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

Information Technology Co., Ltd.

(“ JiuGe Technology ”) became our contractually controlled affiliate.

The use of VIE agreements

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

forbidden by the PRC government.

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

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

our mobile payment platform business through JiuGe Technology.

The use of VIE

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

or forbidden by the PRC government.

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

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

We operate our mobile payment platform business through JiuGe Technology.

The VIE Agreements included:

62 unchanged sentences

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.

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

9 unchanged sentences

our reach to expand into additional provinces in the PRC.

In September 2018, JiuGe Technology launched and commercialized

mobile payment and recharge services to businesses for China Unicom.

The 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.

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.

In 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.

This 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.

In September 2018, JiuGe Technology launched and

commercialized mobile payment and recharge services to businesses for China Unicom.

The 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.

In 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.

This 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.

translation version of the JiuGe Technology Share Pledge Agreement was filed as Exhibit 10.6 to our Form S-1/A (Amendment No.

18 unchanged sentences

China Unicom Cooperation Agreement

On July 7, 2019, JiuGe Technology entered into that

certain Yunnan Unicom Electronic Sales Platform Construction and Operation Cooperation Agreement (the “ Cooperation Agreement ”)

On 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 ”).

8 unchanged sentences

Agreement, JiuGe Technology receives a percentage of the revenue received from all sales it processes for China Unicom Yunnan on the platform.

The 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

The 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.

4 unchanged sentences

parties under the Cooperation Agreement will be adjudicated in Chinese courts.

This 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.

This 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.

In January 2022, Shanghai TengLian JiuJiu Information

39 unchanged sentences

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

Because 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

Because 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.

2 unchanged sentences

significantly or become worthless.

The 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 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

13 unchanged sentences

and adverse effect on our business.

As 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.

The 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

As 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.

The 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;

(ii) Value Added Products and Services (iii) Short Message

Services (“ SMS ”) and Multimedia Messaging Services (“ MMS ”);

(iv) a Rich Communication Services (“ RCS ”)

(v) Big Data Insights;

15 unchanged sentences

We principally earn revenue by providing mobile payment and recharge services to customers of China Unicom and China Mobile.

We 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

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.

The 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.

We 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

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

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.

The 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

31 unchanged sentences

secured a contract with both China Mobile and China Unicom to acquire new users to take up the respective subscription plans.

In 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.

In 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.

Value Added Product and Services

24 unchanged sentences

Rich Communication Services

In 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.

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 Company’s

current and prospective business partners.

Currently, the deployment of this RCS platform is under review, with discussion ongoing among

government bodies, major service providers, and telecommunication companies.

These deliberations aim to assess the potential market impacts

and establish the necessary consents before the launch, considering the significant changes the platform may introduce to user interactions

with existing services.

These discussions seek to ensure that all stakeholders’ concerns are addressed comprehensively.

issues are resolved and the necessary approval is obtained, we anticipate a substantial enhancement in our service offerings and an expansion

of our market reach.

In 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 Company’s current and prospective business partners.

Currently, the deployment of this RCS platform is under review, with

discussion ongoing among government bodies, major service providers, and telecommunication companies.

These deliberations aim to assess

the potential market impacts and establish the necessary consents before the launch, considering the significant changes the platform

may introduce to user interactions with existing services.

These discussions seek to ensure that all stakeholders’ concerns are

addressed comprehensively.

Once these issues are resolved and the necessary approval is obtained, we anticipate a substantial enhancement

in our service offerings and an expansion of our market reach.

Big Data Insights

10 unchanged sentences

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

The Company’s proprietary risk assessment engine

offers standard and customized scoring and appraisal services based on multi-dimensional factors.

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 Company’s 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.

The Company’s proprietary risk assessment

engine offers standard and customized scoring and appraisal services based on multi-dimensional factors.

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 Company’s 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.

On or around January 25, 2021, the Company’s

7 unchanged sentences

Our Video Game Division

The video game industry covers multiple sectors and

is currently experiencing a move away from physical games towards digital software.

Advances 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 big sectors.

In June 2018, we temporarily paused

its publishing and operating plans for existing games, and the Company’s Board of Directors decided to re-focus the Company’s

resources into new business opportunities in China, particularly the mobile phone payment and data business.

The video game industry covers multiple sectors

and is currently experiencing a move away from physical games towards digital software.

Advances 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 Company’s Board of Directors decided

to re-focus the Company’s resources into new business opportunities in China, particularly the mobile phone payment and data business.

Recent Developments

On April 17, 2024, our contractually

controlled subsidiary, JiuGe Technology, is entering into arrangements with certain electric vehicle (“EV”) charging station

providers in the PRC to allow EV owners who have subscribed to the Da Ge app to locate and charge their vehicles, which is expected to

significantly expand DaGe’s usage.

On July 9, 2024, our

contractual controlled subsidiary, JiuGe Technology, embarked on the development of crisis and emergency response solutions.

These solutions

are designed to facilitate collaboration with dispatchers, first responders, and healthcare agencies during emergency situations in China.

JiuGe Technology has received its first order for its Advance Mobile Integrated Command and Communication Platform (“C2 Platform”),

to be installed in all vehicles and apparatuses involved in the country’s civil emergency crisis program.

On August 19, 2024, we

announced that JiuGe Technology’s Advance Mobile Integrated C2 Platform, to be integrated into Maxus vehicles produced by SAIC Motor

Corporation Limited, has officially received national certification from China’s MIIT.

This marks the first certification of its

kind, aimed to expedite the deployment of the emergency response vehicles across China.

This certification validates the platform’s

quality, reliability, and advanced technological features, enabling us to commence the assembly and rollout of vehicles equipped with

our platform and technology.

On September 10, 2024,

we appointed CT International LLP as our new independent registered public accounting firm, succeeding our previous auditors, Centurion

Results of Operations

Three Months Ended May 31, 2024 Compared to Three Months Ended

The following table sets forth our results of operations

for the periods indicated:

Three Months Ended August 31, 2024 Compared to the Three Months

Ended August 31, 2023

The following table sets forth our results of

operations for the periods indicated:

For the three months ended

August 31, 2024

August 31, 2023

Cost of revenue

7 unchanged sentences

$ (1,688,229 )

$ (1,265,471 )

Foreign currency translation adjustment

1 unchanged sentence

$ (1,448,196 )

$ (1,071,427 )

Basic Loss Per Share attributable to the Company

Diluted Loss Per Share attributable to the Company

The following table sets forth the Company’s revenue from its three

lines of business for the periods indicated:

The following table sets forth the Company’s revenue from its

three lines of business for the periods indicated:

For the three months ended

August 31, 2024

August 31, 2023

Telecommunication Products & Services

SMS & MMS Business

Command & Communication

Total Revenue

We recorded $8,373,983 in revenue for the three months

ended May 31, 2024, a decrease of $3,795,108 or 31%, compared to the three months ended May 31, 2023.

This decrease resulted from an increase

in revenue of $8,155,673 from our SMS & MMS business, offset by decreases in revenue of $11,801,075 and $149,706 from our Telecommunication

Products & Services and Big Data businesses, 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.

For the three months ended May 31, 2024, our SMS & MMS business

saw a significant revenue increase due to the strategic reallocation of resources to this segment, allowing us to capitalize on higher

margins and improved profitability.

This strategic shift reflects our focus on optimizing our business portfolio by prioritizing higher-margin

segments, which has resulted in a corresponding decrease in revenue from our Telecommunication Product & Services.

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

Company’s 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 behavioral analytics to enhance understanding of morbidity

and behavioral patterns in the Chinese market.

The objective is to create value for both insurers and the end insurance consumers through

technology advancements, improved product offerings and enhanced customer experiences.

Following the successful execution of our joint

initiatives with Munich Re, we are now in active discussion to develop a new partnership arrangement.

We recorded $8,458,763 in revenue for the three

months ended August 31, 2024, a decrease of $820,403 or 9%, compared to the three months ended August 31, 2023.

This decrease resulted

from an increase in revenue of $28,730 from our Command & Communication, offset by decreases in revenue of $767,965, $4,422 and $76,746

from our Telecommunication Products & Services, SMS & MMS business and Big Data businesses, 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.

For the three months ended August 31, 2024, revenue contribution came mainly from the Telecommunication Products & Services segment.

In shifting focus to our Big Data business since FY2021, we forged an alliance and collaborative partnerships with two key reinsurance

companies, Pacific Life Re and Munich Re, which enabled us to develop a holistic multi-faceted risk rating concept, leveraging the Company’s

proprietary approach to analytics by drawing data from novel sources and filtering them through advance algorithms with the ultimate goal

of applying new insights generated from our predictive model to the traditional insurance industry and extending behavioral analytics

to enhance understanding of morbidity and behavioral patterns in the Chinese market.

Our goal is to create value for both insurers and

end consumers by driving technological advancements, improving product offerings, and enhancing customer experiences.

After successfully

executing joint initiatives with Munich Re, we are now actively working on promoting our data capabilities to customers.

Cost of Revenue

The following table sets forth the Company’s cost of revenue for

the periods indicated:

The following table sets forth the Company’s cost of revenue

for the periods indicated:

For the three months ended

August 31, 2024

August 31, 2023

Telecommunication Products & Services

SMS & MMS Business

Command & Communication

Total Cost of Revenue

We recorded $7,692,094 in costs of revenue for the

three months ended May 31, 2024, a decrease of $3,814,448 or 33%, compared to the three months ended May 31, 2023.

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.

Our gross profit for the three months ended May 31,

2024 was $681,889, an increase of $19,340 or 3%, compared to the three months ended May 31, 2023.

This increase in gross profit resulted

from higher profit margins for the period.

We recorded $8,157,735 in costs of revenue for

the three months ended August 31, 2024, an increase of $720,103 or 10%, compared to the three months ended August 31, 2023.

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.

Our gross profit for the three months ended August

31, 2024 was $301,028, a decrease of $1,540,506 or 84%, compared to the three months ended August 31, 2023.

The significant decrease in

gross profit was primarily due to the higher margins realized from the Cloud business segment under the Telecommunication Product &

Services during the prior period.

In contrast, the current period’s product mix resulted in a lower gross profit generated from

recharge services revenue.

Amortization & Depreciation

We recorded depreciation of $12,014 for fixed assets

for the three months ended May 31, 2024, a decrease of $6,328 or 35%, compared to the three months ended May 31, 2023.

We recorded depreciation of $11,740 for fixed

assets for the three months ended August 31, 2024, a decrease of $5,931 or 34%, compared to the three months ended August 31, 2023.

General & Administrative Expenses

2 unchanged sentences

For the three months ended

August 31, 2024

August 31, 2023

Entertainment

3 unchanged sentences

We recorded $1,548,036 in general and administrative

expenses for the three months ended May 31, 2024, an increase of $519,787 or 38%, compared to the three months ended May 31, 2023.

key increases, especially for salaries, technical fee, travelling and others in the three months ended May 31, 2024 as compared to the

three months ended May 31, 2023.

The increase encompasses a range of costs integral to the Company’s ongoing operational and administrative

requirements and these increases are necessary to support the Company’s growth and ongoing operational needs.

expenses for the three months ended August 31, 2024, a decrease of $86,320 or 5%, compared to the three months ended August 31, 2023.

The expenses encompass a range of costs integral to the Company’s ongoing operational and administrative requirements;

which 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.

Marketing Cost

2 unchanged sentences

For the three months ended

August 31, 2024

August 31, 2023

Marketing Cost

We recorded $62,524 in marketing cost for the three

months ended May 31, 2024, being an increase of $69,365 or 1,014%, compared to the three months ended May 31, 2023.

These marketing costs

were incurred across our various business segments including promoting our newly launched DaGe platform.

Marketing costs represent the

costs of promoting our product offerings through all our platforms.

We recorded $71,582 in marketing cost for the

three months ended August 31, 2024, being an increase of $13,145 or 22%, compared to the three months ended August 31, 2023.

of these marketing costs were incurred in promoting our newly launched Da Ge App platform.

Research & Development

2 unchanged sentences

For the three months ended

August 31, 2024

August 31, 2023

Research & Development

We incurred fees of $178,993 in research & development

for the three months ended May 31, 2024 as compared to $172,099 for the three months ended May 31, 2023.

The increase of $6,894 or 4%

was due to the data access and usage fees charged by telecommunications company.

We incurred fees of $180,273 in research &

development for the three months ended August 31, 2024 as compared to $176,956 for the three months ended August 31, 2023.

of $3,317 or 2% was due to the data access and usage fee charged by telecommunications companies.

Our Insurtech division focuses on consumer behavioral

13 unchanged sentences

with continued efforts to enrich our portfolio line-up towards fulfilling our commercialization potential and value creation objectives:

Deployment of an analytic engine within the leading reinsurer’s risk assessment and selection system.

● Deployment of an analytic engine

within the leading reinsurer’s risk assessment and selection system.

Our rating models have been onboarded onto our partner’s innovative digital solutions platform as an embedded component of their underwriting engine.

9 unchanged sentences

The Company’s 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 Company’s active participation and contributions to the industry.

It is important to emphasize that our allocation to

research and development is foundational to our technology-oriented operations.

It is important to emphasize that our allocation

to research and development is foundational to our technology-oriented operations.

Our steadfast dedication to innovation remains undiminished,

4 unchanged sentences

For the three months ended

August 31, 2024

August 31, 2023

Share compensation expenses

We incurred fees of $222,670 in share issuance for

consultants in consideration of the services which have been provided to the Company for the three months ended May 31, 2024 as compared

to $296,461 for the three months ended May 31, 2023.

The decrease of $73,791 or 25% was due to the reduced engagement of consultants to

the Company that were compensated with shares of our common stock, which highlights our effort to minimize equity issuances as part of

our broader financial strategy to optimize equity issuances.

However, we will continue to employ equity compensation for consultants selectively,

aligning with our strategic and financial objectives.

We incurred fees of $180,563 in share issuance

for consultants in consideration of the services which have been provided to the Company for the three months ended August 31, 2024, as

compared to $154,418 for the three months ended August 31, 2023.

The increase of $26,145 or 17% was due to the 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 minimize the usage of cash by the Company to allow the Company to use the cash to invest in revenue-generating activities.

Operating Expenses

We recorded $2,357,978 in operating expenses for the

three months ended May 31, 2024, as compared to $1,842,051 in operating expenses for the three months ended May 31, 2023.

of $515,927 or 28%, for the three months ended May 31, 2024 is as set forth above.

We recorded $1,992,194 in operating expenses for

the three months ended August 31, 2024, as compared to $2,041,838 in operating expenses for the three months ended August 31, 2023.

decrease of $49,644 or 2%, for the three months ended August 31, 2024, is as set forth above.

Net loss attributable to the Company’s

The net loss attributable to the Company’s shareholders

was $1,655,904 for the three months ended May 31, 2024 and $1,265,471 for the three months ended May 31, 2023.

The increase in net loss

attributable to the Company’s shareholders of $390,433 or 31% resulted primarily from the higher general & administrative expenses

as discussed above.

The net loss attributable to the Company’s

shareholders was $1,688,229 for the three months ended August 31, 2024, and $134,081 for the three months ended August 31, 2023.

in net loss attributable to the Company’s shareholders of $1,554,148 or 1,159% resulted primarily from the reduced revenue and gross

profit as discussed above.

Six Months Ended August 31, 2024 Compared to the Six Months

Ended August 31, 2023

The following table sets forth our results of

operations for the periods indicated:

For the six months ended

August 31, 2024

August 31, 2023

Cost of revenue

$ (15,849,829 )

$ (18,944,174 )

Total operating expenses

$ (4,350,172 )

$ (3,883,889 )

Total other income (expenses)

Net loss attributable to the Company’s shareholders

$ (3,344,133 )

$ (1,399,552 )

Foreign currency translation adjustment

Comprehensive loss attributable to the Company

$ (3,168,033 )

$ (1,923,042 )

Basic Loss Per Share attributable to the Company

Diluted Loss Per Share attributable to the Company

The following table sets forth the Company’s revenue from its

three lines of business for the periods indicated:

For the six months ended

August 31, 2024

August 31, 2023

Telecommunication Products & Services

SMS & MMS Business

Command & Communication

Total Revenue

We recorded $16,832,746 in revenue for the six

months ended August 31, 2024, a decrease of $4,615,511 or 22%, compared to the six months ended August 31, 2023.

This decrease resulted

from increases in revenue of $8,151,251 and $28,730 from our SMS & MMS and Command & Communication businesses, respectively, offset

by decreases in revenue of $12,569,040 and $226,452 from our Telecommunication Products & Services and Big Data businesses, 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.

For the three months ended August 31, 2024, our SMS & MMS business saw a significant revenue increase compensating for a shortfall

from the recharge services.

The Company is constantly reallocating its resources when needed, reflecting our focus on optimizing our business

portfolio by prioritizing higher-margin segments, which during the six months ended August 31, 2024, resulted in a corresponding decrease

in revenue from our Telecommunication Products & Services.

However, this shift could not compensate for the higher revenue generated

from recharge services in the previous six months ended August 31, 2023.

In shifting focus to our Big Data business, since FY2021, we

forged an alliance and collaborative partnerships with two key reinsurance companies, Pacific Life Re and Munich Re, which enabled us

to develop a holistic multi-faceted risk rating concept, leveraging the Company’s 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 and extending behavioral analytics to enhance understanding of morbidity and behavioral patterns

in the Chinese market.

Our goal is to create value for both insurers and end consumers by driving technological advancements, improving

product offerings, and enhancing customer experiences.

After successfully executing joint initiatives with Munich Re, we are now actively

working on promoting our data capabilities to customers.

Cost of Revenue

The following table sets forth the Company’s cost of revenue

for the periods indicated:

For the six months ended

August 31, 2024

August 31, 2023

Telecommunication Products & Services

SMS & MMS Business

Command & Communication

Total Cost of Revenue

We recorded $15,849,829 in costs of revenue for

the six months ended August 31, 2024, a decrease of $3,094,345 or 16%, compared to the six months ended August 31, 2023.

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.

Our gross profit for the six months ended August

31, 2024 was $982,917, a decrease of $1,521,166 or 61%, compared to the six months ended August 31, 2023.

The significant decline in gross

profit was primarily due to the higher margin product mix in the Telecommunication Product & Services segment during the prior period,

particularly from our cloud business.

In contrast, there were no contributions from the cloud business during the current six months,

which typically generates higher margin.

Amortization & Depreciation

We recorded depreciation of $23,754 for fixed

assets for the six months ended August 31, 2024, a decrease of $12,259 or 34%, compared to the six months ended August 31, 2023.

General & Administrative Expenses

The following table sets forth the Company’s

general and administrative expenses for the periods indicated:

For the six months ended

August 31, 2024

August 31, 2023

Entertainment

Salaries & Wages

Technical Fee

Total G&A Expenses

We recorded $3,429,813 in general and administrative

expenses for the six months ended August 31, 2024, an increase of $433,467 or 14%, compared to six months ended August 31, 2023.

encompasses a range of costs integral to the Company’s 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.

Marketing Cost

The following table sets forth the Company’s

marketing cost for the periods indicated:

For the six months ended

August 31, 2024

August 31, 2023

Marketing Cost

We recorded $134,106 in marketing cost for the

six months ended August 31, 2024, being an increase of $82,510 or 160%, compared to the six months ended August 31, 2023.

of these marketing costs were incurred in promoting our newly launched Da Ge App platform.

Research & Development

The following table sets forth the Company’s

research & development for the periods indicated:

For the six months ended

August 31, 2024

August 31, 2023

Research & Development

We incurred fees of $359,266 in research &

development for the six months ended August 31, 2024, as compared to $349,055 for the six months ended August 31, 2023.

The increase of

$10,211 or 3% was due to the data access and usage fee charged by telecommunications companies.

Our Insurtech division focuses on consumer behavioral

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.

This division comprises of experienced actuaries,

data scientists, and computer programmers.

The expenses for research & development include

associated wages and salaries, data access fees and IT infrastructure.

Over 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:

● Deployment of an analytic engine

within the leading reinsurer’s risk assessment and selection system.

- Our rating models have been onboarded

onto our partner’s 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 partner’s 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.

Model enhancement through calibration against empirical data - We have deepened our analytic capabilities in generating risk insights and behavioral understanding through sharpening our proprietary modelling tools with empirical insurance claims data, in conjunction with our partner’s 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 audience.

Official 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.

It is important to emphasize that our allocation

to research and development is foundational to our technology-oriented operations.

Our steadfast dedication to innovation remains undiminished,

and we expect to persistently advance in our developmental endeavors to reinforce our technological edge.

Share Compensation Expenses

The following table sets forth the Company’s

share compensation expenses for the periods indicated:

For the six months ended

August 31, 2024

August 31, 2023

Share compensation expenses

We incurred fees of $403,233 in share issuance

for consultants in consideration of the services which have been provided to the company for the six months ended August 31, 2024, as

compared to $450,879 for the six months ended August 31, 2023.

The decrease of $47,646 or 11% 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.

Operating Expenses

We recorded $4,350,172 in operating expenses for

the six months ended August 31, 2024, as compared to $3,883,889 in operating expenses for the six months ended August 31, 2023.

of $466,283 or 12%, for the six months ended August 31, 2024, is as set forth above.

Net Loss attributable to the Company’s

The net loss attributable to the Company’s

shareholders was $3,344,133 for the six months ended August 31, 2024, and $1,399,552 for the six months ended August 31, 2023.

in net loss attributable to the Company’s shareholders of $1,944,581 or 139% resulted primarily from the reduced revenue and gross

profit as discussed above.

Liquidity and Capital Resources

The following table sets out our cash and working

capital as of May 31, 2024 and February 29, 2024:

As at May 31,

capital as of August 31, 2024 and February 29, 2024:

As at August 31,

As at February 29,

1 unchanged sentence

Working capital

At May 31, 2024, we had cash and cash equivalents

At August 31, 2024, we had cash and cash equivalents

of $810,284, as compared to cash and cash equivalents of $1,517,232 at February 29, 2024.

6 unchanged sentences

to carefully monitor and manage our cash flows.

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 months.

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

In line with this, we intend to continue to seek additional capital through public or private sales of our equity or debt securities,

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

We did, however, as of May 28, 2024, receive $775,000

We believe that our cash on hand and cash equivalents, along with our revenues from operations,

will fund our core operations and repay our outstanding indebtedness for at least the next 12 months.

However, we anticipate the need

for additional capital to support the rollout of our Command & Communication business as well for more continued growth, increasing

our deposits with telecommunication entities will be crucial.

To support all these, we intend to continue to seek additional capital through

public or private sales of our equity or debt securities, or both.

We may also explore entering 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 support the rollout of our Command & Communication business and increase

our deposits with our telecommunications company clients, or if available, that such funding will be on terms acceptable to us.

We did, however, as of August 31, 2024, receive

$1,605,000 in subscription proceeds to purchase 1,070,000 shares of our common stock at $1.50 per share on a private placement basis.

When we issue

the shares pursuant to the subscription agreements, we intend to rely upon the exemption from the registration requirements of the U.S.

When we issue the shares pursuant to the subscription agreements, we intend to rely upon the exemption from the registration requirements

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

Securities Act ”) provided by Rule 903 of Regulation S promulgated under

Securities Act ”) provided by Rule 903 of Regulation S promulgated

under the U.S.

Securities Act.

Statement of Cashflows

The following table provides a summary of cash flows

for the periods presented:

For the three months ended

The following table provides a summary of cash

flows for the periods presented:

For the six months ended

August 31, 2024

August 31, 2023

Net cash used in operating activities

3 unchanged sentences

Net cash provided by (used in) financing activities

$ (1,075,333 )

Effect of exchange rates on cash & cash equivalents

2 unchanged sentences

Cash Flow used in Operating Activities

Net cash used in operating activities decreased by

$1,168,012 in the three months ended May 31, 2024 compared to the three months ended May 31, 2023, primarily due to an increase in account

receivable of ($7,762,176) (May 31, 2023:

($322,774)), increase in other receivable of ($150,316) (May 31, 2023:

($1,659,906));

by decrease in prepayment and deposit of $24,000 (May 31, 2023:

$899,836), increase in accounts payable of $6,884,661 (May 31, 2023:

increase in accrual and other payable of $833,177 (May 31, 2023:

($645,872)) and increase in lease liability of $12,006 (May 31, 2023:

Net cash used in operating activities decreased

by $1,969,990 in the six months ended August 31, 2024 compared to the six months ended August 31, 2023, primarily due to an increase in

account receivable of ($12,209,223) (August 31, 2023:

($7,292,931)) and increase in prepayment and deposit of ($22,226) (August 31, 2023:

offset by decrease in other receivable of $527,972 (August 31, 2023:

($2,067,397)), increase in accounts payable of $10,002,702

(August 31, 2023:

$5,327,561), increase in accrual and other payable of $1,369,869 (August 31, 2023:

($434,852)) and increase in lease

liability of $11,448 (August 31, 2023:

Cash Flow used in Investing Activities

During the three months ended May 31, 2024, net cash

used in investing activities decreased by $380 compared to $380 in the three months ended May 31, 2023.

During the six months ended August 31, 2024, net

cash used in investing activities increased by $1,369 compared to $372 in the six months ended August 31, 2023.

Cash Flow provided by Financing Activities

During the three months ended May 31, 2024, net cash

provided by financing activities was $775,000 compared to net cash used by financing activities during the three months ended May 31,

During the six months ended August 31, 2024, net

cash provided by financing activities was $2,629,688 compared to net cash used by financing activities during the six months ended August

31, 2023 of $295,333.

The increase was due to the receipt of subscription proceeds to purchase 1,070,000 shares of our common stock at

per share on a private placement basis.

$1.50 per share on a private placement basis and short-term loan facility of SGD$1,370,000.

Off-Balance Sheet Arrangements

There 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.

There 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.

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.

Liew 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.

Other than the above, we have determined that we do

not have any material subsequent events to report.

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

of the SGD$1,500,000 Loan has been fully drawn upon by our wholly owned subsidiary, Finger Motion Company Limited.

On October 11, 2024, we issued 1,095,000 shares

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

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

Other than the above, we have determined that

we do not have any material subsequent events to report.

Critical Accounting Policies

For 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 29, 2024

For 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

29, 2024 filed with the SEC on May 29, 2024.

3 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.

4 unchanged sentences

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis