What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-01-14 compared with 2024-10-15 · 256 added, 219 removed, 747 unchanged (39% of the section changed)

12 unchanged sentences

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

Report on Form 10-Q for the nine months ended November 30, 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.

These factors, or any one of them, may cause

our actual results or actions in the future to differ materially from any forward-looking statement made in this document.

Refer to “Cautionary

Note Regarding Forward-looking Statements” as disclosed in our Annual Report on Form 10-K for the fiscal year ended February 29,

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

These factors, or any one of them, may

cause our actual results or actions in the future to differ materially from any forward-looking statement made in this document.

to “Cautionary Note Regarding Forward-looking Statements” as disclosed in our Annual Report on Form 10-K for the fiscal year

ended February 29, 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 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,

our financial condition from February 29, 2024, our most recently completed year end, to November 30, 2024, and our results of operations

for the three and nine months ended November 30, 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

Corporate Information

258 unchanged sentences

Name of Entity

Place of Incorporation /

Place of Incorporation / Formation

Ownership Interest

217 unchanged sentences

Recent Developments

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

On November 29, 2024,

Michael Chan resigned as a director of the Company.

Results of Operations

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

Ended August 31, 2023

Three Months Ended November 30, 2024 Compared to the Three Months

Ended November 30, 2023

The following table sets forth our results of

1 unchanged sentence

For the three months ended

August 31, 2024

August 31, 2023

November 30, 2024

November 30, 2023

Cost of revenue

7 unchanged sentences

$ (1,660,801 )

$ (1,944,343 )

Foreign currency translation adjustment

7 unchanged sentences

For the three months ended

August 31, 2024

August 31, 2023

November 30, 2024

November 30, 2023

Telecommunication Products & Services

3 unchanged sentences

We recorded $8,534,079 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.

months ended November 30, 2024, an increase of $2,393,933 or 39%, compared to the three months ended November 30, 2023.

This increase

resulted from an increase in revenue of $2,362,960 and $36,557 from our Telecommunication Products & Services and SMS & MMS businesses,

respectively;

offset by decreases in revenue of $5,584 from our Big Data business.

We principally earn revenue by providing mobile payment

and recharge services to customers of telecommunications companies in China.

Specifically, we earn a negotiated rebate amount from the

telecommunications companies for all monies paid by consumers to those companies that we process.

For the three months ended November

30, 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

2 unchanged sentences

For the three months ended

August 31, 2024

August 31, 2023

November 30, 2024

November 30, 2023

Telecommunication Products & Services

3 unchanged sentences

We recorded $8,090,509 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.

the three months ended November 30, 2024, an increase of $2,588,358 or 47%, compared to the three months ended November 30, 2023.

As previously

3 unchanged sentences

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.

Our gross profit for the three months ended November

30, 2024 was $443,570, a decrease of $194,425 or 30%, compared to the three months ended November 30, 2023.

The 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

Amortization & Depreciation

We recorded depreciation of $11,561 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.

assets for the three months ended November 30, 2024, a decrease of $5,964 or 34%, compared to the three months ended November 30, 2023.

General & Administrative Expenses

2 unchanged sentences

For the three months ended

August 31, 2024

August 31, 2023

November 30, 2024

November 30, 2023

Entertainment

3 unchanged sentences

We recorded $1,579,619 in general and administrative

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.

expenses for the three months ended November 30, 2024, a decrease of $676,566 or 30%, compared to the three months ended November 30,

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.

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

November 30, 2024

November 30, 2023

Marketing Cost

We recorded $140,478 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.

three months ended November 30, 2024, being an increase of $99,515 or 243%, compared to the three months ended November 30, 2023.

majority 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

November 30, 2024

November 30, 2023

Research & Development

We incurred fees of $146,735 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.

development for the three months ended November 30, 2024 as compared to $176,119 for the three months ended November 30, 2023.

of $29,384 or 17% was due to the reduced 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.

2 unchanged sentences

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.

● 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.

11 unchanged sentences

For the three months ended

August 31, 2024

August 31, 2023

November 30, 2024

November 30, 2023

Share compensation expenses

We incurred fees of $179,284 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.

for consultants in consideration of the services which have been provided to the Company for the three months ended November 30, 2024,

as compared to $108,213 for the three months ended November 30, 2023.

The increase of $71,071 or 66% 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 $2,057,677 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.

the three months ended November 30, 2024, as compared to $2,599,005 in operating expenses for the three months ended November 30, 2023.

The decrease of $541,328 or 21%, for the three months ended November 30, 2024, is as set forth above.

Net loss attributable to the Company’s

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

shareholders was $1,660,801 for the three months ended November 30, 2024, and $1,944,343 for the three months ended November 30, 2023.

The decrease in net loss attributable to the Company’s shareholders of $283,542 or 15%, is as discussed above.

Nine Months Ended November 30, 2024 Compared to the Nine Months

Ended November 30, 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

For the nine months ended

November 30, 2024

November 30, 2023

Cost of revenue

16 unchanged sentences

three lines of business for the periods indicated:

For the six months ended

August 31, 2024

August 31, 2023

For the nine months ended

November 30, 2024

November 30, 2023

Telecommunication Products & Services

2 unchanged sentences

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.

We recorded $25,366,825 in revenue for the nine

months ended November 30, 2024, a decrease of $2,221,578 or 8%, compared to the nine months ended November 30, 2023.

This decrease resulted

4 unchanged sentences

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.

For the nine months ended November 30, 2024, our revenue remained primarily driven by our Telecommunication Products & Services segment,

despite a decrease compared to the same period in 2023.

The SMS & MMS business experienced a notable increase during this period,

reflecting our ongoing efforts to optimize our business portfolio and allocate resources strategically.

However, the overall revenue from

recharge services for the nine months ended November, 2024 was lower than prior corresponding period, it continues to be the primary contributor

to our overall perfomance.

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

1 unchanged sentence

for the periods indicated:

For the six months ended

August 31, 2024

August 31, 2023

For the nine months ended

November 30, 2024

November 30, 2023

Telecommunication Products & Services

3 unchanged sentences

We recorded $23,940,338 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.

the nine months ended November 30, 2024, a decrease of $505,987or 2%, compared to the nine months ended November 30, 2023.

As previously

3 unchanged sentences

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.

Our gross profit for the nine months ended November

30, 2024 was $1,426,487, a decrease of $1,715,591 or 55%, compared to the nine months ended November 30, 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

nine months, which typically generates higher margin.

Amortization & Depreciation

We recorded depreciation of $35,315 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.

assets for the nine months ended November 30, 2024, a decrease of $18,223 or 34%, compared to the nine months ended November 30, 2023.

General & Administrative Expenses

1 unchanged sentence

general and administrative expenses for the periods indicated:

For the six months ended

August 31, 2024

August 31, 2023

For the nine months ended

November 30, 2024

November 30, 2023

Entertainment

3 unchanged sentences

We recorded $4,997,452 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.

expenses for the nine months ended November 30, 2024, a decrease of $255,079 or 5%, compared to the nine months ended November 30, 2023.

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

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

1 unchanged sentence

marketing cost for the periods indicated:

For the six months ended

August 31, 2024

August 31, 2023

For the nine months ended

November 30, 2024

November 30, 2023

Marketing Cost

We recorded $274,584 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.

nine months ended November 30, 2024, being an increase of $182,025 or 197%, compared to the nine months ended November 30, 2023.

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

2 unchanged sentences

research & development for the periods indicated:

For the six months ended

August 31, 2024

August 31, 2023

For the nine months ended

November 30, 2024

November 30, 2023

Research & Development

We incurred fees of $506,001 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.

development for the nine months ended November 30, 2024, as compared to $525,174 for the nine months ended November 30, 2023.

of $19,173 or 4% 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.

- 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.

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.

13 unchanged sentences

share compensation expenses for the periods indicated:

For the six months ended

August 31, 2024

August 31, 2023

For the nine months ended

November 30, 2024

November 30, 2023

Share compensation expenses

We incurred fees of $582,517 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

for consultants in consideration of the services which have been provided to the Company for the nine months ended November 30, 2024,

as compared to $559,092 for the nine months ended November 30, 2023.

The increase of $23,425 or 4% was due to the engagement of consultants

to the Company that were compensated with shares of our common stock.

3 unchanged sentences

We recorded $6,395,869 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.

the nine months ended November 30, 2024, as compared to $6,482,894 in operating expenses for the nine months ended November 30, 2023.

The decrease of $87,025 or 1%, the nine months ended November 30, 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.

shareholders was $5,004,934 for the nine months ended November 30, 2024, and $3,343,895 for the nine months ended November 30, 2023.

increase in net loss attributable to the Company’s shareholders of $1,661,039 or 50% 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 August 31, 2024 and February 29, 2024:

As at August 31,

capital as of November 30, 2024 and February 29, 2024:

As at November 30, 2024

As at February 29, 2024

1 unchanged sentence

Working capital

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

At November 30, 2024, we had cash and cash equivalents

of $164,600, as compared to cash and cash equivalents of $1,517,232 at February 29, 2024.

Our mobile payment business model necessitates

periodic fund deposits with our telecommunication companies to obtain access to the mobile data and talk time we make available to consumers

on our portal.

Additionally, our expansion into the cloud-based business, which features a longer collection cycle, has led to an increase

in accounts receivable and consequently, a greater strain on our liquidity.

To manage these operational demands effectively, we have had

to carefully monitor and manage our cash flows.

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

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

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

under the U.S.

Securities Act.

Our business model, particularly in mobile payment,

requires periodic fund deposits with our telecommunication companies to obtain access to the mobile data and talk time we make available

to consumers on our portal.

Additionally, the expansion into areas such as cloud-based business, which features a longer collection cycle,

as well as investments in other growth initiatives, has increased our accounts receivable and placed added pressure on our liquidity.

To manage these operational demands effectively, we have had to carefully monitor and manage our cash flows.

We anticipate our cash on

hand and cash equivalents, along with our revenues from operations, will support our ongoing operations and repayment of outstanding indebtedness

in the near term.

However, to sustain our growth and support strategic initiatives, including the rollout of our Command & Communication

business and increase deposits with telecommunication companies, we will require additional capital.

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.

On October 11, 2024, we closed a private placement

of 1,095,000 shares of our common stock at a price of $1.50 per share for gross proceeds of $1,642,500, most of which subscription proceeds

were received during the prior quarter ended August 31, 2024.

Statement of Cashflows

1 unchanged sentence

flows for the periods presented:

For the six months ended

August 31, 2024

August 31, 2023

For the nine months ended

November 30, 2024

November 30, 2023

Net cash used in operating activities

6 unchanged sentences

$ (1,352,632 )

$ (7,305,676 )

Cash Flow used in Operating Activities

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:

Net cash used in operating activities decreased by $2,366,159 in the

nine months ended November 30, 2024 compared to the nine months ended November 30, 2023, primarily due to an increase in account receivable

of ($17,296,795) (November 30, 2023:

($5,072,577)) and increase in inventories ($31,096) (November 30, 2023 :

offset by decrease

in prepayment and deposit of $1,390,794 (November 30, 2023:

($1,113,267)), decrease in other receivable of $1,438,128 (November 30, 2023:

($2,161,319)), increase in accounts payable of $13,319,337 (November 30, 2023:

$3,864,745), increase in accrual and other payable of $567,593

(November 30, 2023:

($102,182)) and increase in lease liability of $10,314 (November 30, 2023:

Cash Flow used in Investing Activities

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.

During the nine months ended November 30, 2024,

net cash used in investing activities increased by $1,326 compared to $379 in the nine months ended November 30, 2023 due to the purchase

of equipment.

Cash Flow provided by Financing Activities

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

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

During the nine months ended November 30, 2024,

net cash provided by financing activities was $3,239,306 compared to net cash used by financing activities during the nine months ended

November 30, 2023 of $295,333.

The increase was due to the receipt of subscription proceeds to purchase 1,095,000 shares of our common

stock at $1.50 per share on a private placement basis and short-term loan facilities of an aggregate of SGD$2,120,000.

Off-Balance Sheet Arrangements

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Subsequent Events

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.

On December 3, 2024,

following the resignation of Michael Chan as a director of the Company creating a vacancy on each of the Board’s audit committee

and the compensation committee, the Board appointed Hsien Loong Wong as a member of the audit committee of the Board and appointed Yew

Poh Leong as the chair of the audit committee of the Board.

In addition, the Board appointed Eng Ho Ng as a member of the compensation

committee of the Board.

On December 16, 2024,

we and Univest Securities, LLC mutually agreed effective December 16, 2024 to terminate the At-the-Market Issuance Sales Agreement, dated

September 11, 2023.

On December 20, 2024,

we entered into a Securities Purchase Agreement with certain institutional investors (the “ Purchasers ”), which provided

for the issuance and sale, in a registered direct offering by us of (i) 3,333,336 shares of our Common Stock and (ii) Common Warrants

to purchase up to an aggregate of 5,000,004 shares of our common stock (the “ Offering ”) at a combined purchase price

of $1.50 per share and one and one-half Common Warrants.

Each share of Common Stock was offered together

with one and one-half Common Warrants, with each whole Common Warrant to purchase one share of Common Stock.

The Common Warrants have

an exercise price of $1.50 per share of Common Stock.

The Common Warrants are exercisable upon issuance and expire five years from the

date of issuance.

The exercise price of the Common Warrants is subject to adjustment for share dividend, share splits, share combinations

and similar capital transactions, as further described in the Common Warrants.

In addition, the exercise price of the Common Warrants

is subject to reduction in the event of certain Common Stock and Common Stock equivalent issuances, other than certain agreed exempt issuances,

at a price lower than the exercise price of the Common Warrants then in effect.

Furthermore, if at any time on or after the date of issuance

there occurs any share split, share dividend, share combination recapitalization or other similar transaction involving our common stock

(each, a “ Share Combination Event ”) and the lowest daily volume weighted average price during the period commencing

five consecutive trading days immediately preceding and ending immediately after the five consecutive trading days beginning on the date

of such Share Combination Event, is less than the exercise price of the Common Warrants then in effect, then the exercise price of the

Common Warrants will be reduced to the lowest daily volume weighted average price during such period.

The Purchase Agreement contains customary representations

and warranties and agreements of us and the Purchasers, and customary indemnification rights and obligations of the parties.

the Purchase Agreement includes a participation right in favor of the Purchasers under which the Purchasers will be entitled, for a period

of one year following closing, to participate in our future equity financings up to a participation rate of a maximum of 40% of such offering.

We have agreed not to enter into or complete certain equity financings, subject to certain agreed exemptions, for a 60 day period from

the date of closing of the Offering.

In addition, we have agreed not to enter into any “Variable Rate Transactions”, as defined

in the Purchase Agreement, for a period of six months following closing of the Offering, provided that we are entitled to proceed with

an “at-the-market offering” after the expiry of the initial 60 day period following closing.

Certain of our directors, officers

and 10% stockholders also entered into lock-up agreements in connection with the Offering under which they have agreed not to sell or

transfer any of their equity securities in us for a period of 60 days, subject to certain customary exceptions.

In connection with the Offering, we entered into

a Placement Agency Agreement on December 20, 2024 with Roth Capital Partners, LLC (the “ Placement Agent ”), as the exclusive

placement agent in connection with the Offering.

As compensation to the Placement Agent, we paid the Placement Agent a cash fee of 7.0%

of the aggregate gross proceeds raised in the Offering and issued to the Placement Agent a Placement Agent Warrant to purchase up to 250,000

shares of our Common Stock at an exercise price of $1.88 per share for a term of five years from the date of commencement of sales in

the Offering.

The Placement Agent Warrant includes adjustment provisions equivalent to the adjustment provisions provided to the Purchasers

under the Common Warrants, as described above.

In addition, we have agreed to pay the Placement Agent up to $110,000 for its expenses.

The shares of Common Stock, the Common Warrants

and the Placement Agent Warrants described above and the shares of Common Stock underlying each of the Common Warrants and the Placement

Agent Warrant were offered and sold pursuant to the Registration Statement on Form S-3 (File No.

333-274456), which was declared effective

by the Securities and Exchange Commission on September 29, 2023.

We filed a prospectus supplement to the base prospectus incorporated

in the Registration Statement with the SEC on December 23, 2024 in connection with the Offering, which closed on December 23, 2024.

We received net proceeds of approximately $4.44

million from the Offering, after deducting the estimated offering expenses payable by us, including the fees and expenses of the Placement

We intend to use the net proceeds from the Offering for general corporate and working capital purposes.

Other than the above, we have determined that

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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