What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-05-29 compared with 2024-05-29 · 509 added, 196 removed, 703 unchanged (50% of the section changed)

5 unchanged sentences

Index to the Financial Statements

Report of Independent Registered Public Accounting Firm

of Independent Registered Public Accounting Firm (Firm ID 6967 )

Consolidated Balance Sheets at February 28, 2025 and February 29, 2024

Consolidated Statements of Operations for the years ended February 28, 2025 and February 29, 2024

Consolidated Statement of Shareholders’ Equity for the years ended February 29, 2024 and February 28, 202 3

Consolidated Statement of Stockholders’ Equity for the years ended February 28, 2025 and February 29, 2024

Consolidated Statements of Cash Flows for the years ended February 28, 2025 and February 29, 2024

Notes to the Consolidated Financial Statements

Centurion ZD CPA & Co.

Certified Public Accountants (Practising)

Unit 1304, 13/F, Two Harbourfront, 22 Tak Fung Street, Hunghom, Hong Kong.

香港紅磡德豐街22號海濱廣場二期 13樓1304室

(852) 2126 2388 Fax 傳真:

(852) 2122 9078

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Board of Directors and Stockholders

of FingerMotion, Inc.

To the Board of Directors and

Stockholders of FingerMotion, Inc.

Opinion on the Financial Statements

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balance sheets of FingerMotion, Inc.

(the “Company”) as of February 29, 2024 and February 28, 2023, and the related consolidated

statements of operations and comprehensive loss, stockholders’ equity and cash flows for each of the two years in the period ended

February 29, 2024 and February 28, 2023, and the related notes (collectively referred to as the “financial statements”).

our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as

of February 29, 2024 and February 28, 2023, and the results of its operations and its cash flows for each of the two years in the period

ended February 29, 2024 and February 28, 2023 in conformity with accounting principles generally accepted in the United States of America.

(the Company) as of February 28, 2025 and February 29, 2024, and the related consolidated statements

of operations, Stockholders’ equity, and cash flows for each of the years in the two-year period ended February 28, 2025 and February

29, 2024, and the related notes (collectively referred to as the consolidated financial statements).

In our opinion, the consolidated

financial statements present fairly, in all material respects, the financial position of the Company as of February 28, 2025 and February

29, 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended February 28, 2025 and

February 29, 2024, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s

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Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

These consolidated financial statements are the

responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial

statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United

States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and

the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated

financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we

engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding

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Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from

the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,

subjective, or complex judgments.

We determined that there are no critical audit matters.

/s/ Centurion ZD CPA & Co.

Centurion ZD CPA & Co.

We have served as the Company’s auditor since 2017

PCAOB ID # 2769

the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide

a reasonable basis for our opinion.

Emphasis of Matters

The February 29, 2024 consolidated financial statements,

which were audited by another auditor, have been restated (See Note 16).

/s/ CT International LLP

We have served as the Company’s auditor

San Francisco, California

FingerMotion, Inc.

Consolidated Balance Sheets

2024 (Restated)

Current Assets

Cash and cash equivalents

Accounts receivable

Accounts receivable, net

Prepayment and deposit

4 unchanged sentences

Right-of-use asset

Deferred tax asset

Total Non-current Assets

3 unchanged sentences

Accrual and other payables

Stock subscription payables

Convertible notes payable, current portion

Loan payable, current portion

Lease liability, current portion

1 unchanged sentence

Non-current Liabilities

Convertible notes payable, non-current portion

Lease liability, non-current portion

Deferred tax liabilities

Total Non-current Liabilities

TOTAL LIABILITIES

SHAREHOLDERS’ EQUITY

STOCKHOLDERS’ EQUITY

Preferred stock, par value $ 0.0001 per share;

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Non-controlling interests

TOTAL SHAREHOLDERS’ EQUITY

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

TOTAL STOCKHOLDERS’ EQUITY

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

The accompanying notes are an integral part of these consolidated financial

FingerMotion, Inc.

Consolidated Statements of Operations

2024 (Restated)

Cost of revenue

7 unchanged sentences

Research & development

Credit impairment loss

Stock compensation expenses

( 2,018,479 )

Total operating expenses

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$ ( 3,812,017 )

Income tax expenses

Income tax benefit

$ ( 5,109,342 )

$ ( 3,812,017 )

Net profit attributable to the non-controlling interest

Net loss attributable to the Company’s shareholders

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

Net loss attributable to the Company’s stockholders

$ ( 5,112,804 )

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Weighted Average Common Shares Outstanding - Diluted

The accompanying notes are an integral part of these consolidated financial

FingerMotion, Inc.

Consolidated Statement of Shareholders’ Equity

Consolidated Statement of Stockholders’ Equity

Paid-in capital

3 unchanged sentences

stock options

Balance at March 1, 2023

Balance at March 1, 2024 (As restated)

( 29,074,580 )

1 unchanged sentence

Common stock issued for professional service

Execution of convertible notes

Cashless exercise of warrants

Deemed net-stock exercise of options

Additional paid-in capital - stock options

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stock options

Balance at March 1, 2022

Balance at March 1, 2023 (As originally reported)

( 24,691,314 )

Prior Period Adjustments

Balance at March 1, 2023 (As restated)

( 25,263,077 )

Common stock issued for cash

2 unchanged sentences

Cashless exercise of warrants

Deemed net-stock exercise of options

Additional paid-in capital - stock options

3 unchanged sentences

( 3,812,017 )

Balance at February 28, 2023

Balance at February 29, 2024 (As restated)

( 29,074,580 )

The accompanying notes are an integral part of these consolidated financial

FingerMotion, Inc.

Consolidated Statements of Cash Flows

2024 (Restated)

$ ( 5,109,342 )

3 unchanged sentences

Amortization and depreciation

Impairment of fixed assets

Cashless exercise of warrants

Change in operating assets and liabilities:

(Increase) decrease in accounts receivable

Amortization of right-of-use assets

Provision for expected credit losses

Deferred income taxes

( 6,665,539 )

(Increase) decrease in prepayment and deposit

Changes in operating assets and liabilities

(Increase) decrease in accounts receivable, net

( 24,860,498 )

( 7,919,533 )

(Increase) decrease in other receivable

(Increase) decrease in prepayment and deposit

( 1,365,105 )

( 1,525,857 )

(Increase) decrease in other receivable

(Increase) decrease in inventories

Increase (decrease) in accounts payable

( 3,237,152 )

Increase (decrease) in accrual and other payables

Increase (decrease) in due to lease liability

Net Cash provided by (used in) operating activities

Net Cash used in operating activities

( 8,179,304 )

2 unchanged sentences

Purchase of equipment

Net cash provided by (used in) investing activities

Net cash used in investing activities

Cash flows from financing activities

Proceed form convertible notes

Repayment of convertible notes

( 1,135,333 )

Advances from stock subscription payable

Proceed from loan payable

Repayment of loan payable

Common stock issued for cash

9 unchanged sentences

Interest paid

The accompanying notes are an integral part of these consolidated financial

Note 1 – Nature of Business and basis of Presentation

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In July 2017 the Company acquired all of the outstanding shares of Finger Motion Company

Limited (“FMCL”), a Hong Kong corporation that is an information technology company which specialize in operating and publishing

mobile games.

Limited (“FMCL”), a Hong Kong corporation formed on April 6, 2016, that is an information technology company which then specialized

in operating and publishing mobile games.

Pursuant to the Share Exchange Agreement with

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

FMCL, a Hong Kong corporation, was

formed in April 6, 2016.

On October 16, 2018, the Company through its indirect

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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.

a common structure used to acquire operational control of 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

On March 7, 2019, JiuGe Technology also acquired

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of its 99% owned subsidiary, Suzhou BuGuNiao Digital Technology Co., Ltd which was established to venture into R&D projects.

Shanghai KeShunXiang Automobile Service Co., Ltd.

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

It is 99% owned

by JiuGe Technology.

Note 2 - Summary of Principal Accounting Policies

46 unchanged sentences

Total liabilities

Assets and liabilities of the VIE Subsidiary

Assets and liabilities of the VIE Subsidiaries

February 28, 2025

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Total liabilities

Note 2 - Summary of Principal Accounting Policies

Note 2 - Summary of Principal Accounting Policies (Continued)

Operating Result of VIE

13 unchanged sentences

Research & development

Credit impairment loss

Total operating expenses

7 unchanged sentences

$ ( 1,191,422 )

Operating Result of VIE Subsidiary

Operating Result of VIE Subsidiaries

For the Year Ended

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Research & development

Credit impairment loss

Total operating expenses

4 unchanged sentences

Interest income

Other income (expense)

Total other income (expense)

17 unchanged sentences

this relationship could adversely affect our operating results in the near-term.

Segment reporting

ASC 280, “Segment Reporting”,

establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational

structure as well as information about geographical areas, business segments and major customers in consolidated financial statements

for detailing the Company’s business segments.

Based on the criteria established by ASC 280, The Company uses the management

approach to determine reportable operating segments.

The management approach considers the internal organization and reporting used by

the Company’s CODM, specifically the Company’s CEO and CFO, for making decisions, allocating resources and assessing performance.

The Company does not distinguish revenues, costs and expenses between segments in its internal reporting, but instead reports costs and

expenses by nature as a whole.

Based on the management’s assessment, the Company determines that it has only one operating segment

and therefore one reportable segment as defined by ASC 280.

Furthermore, the whole of the Group’s revenue is derived in or from

China with all operation being carried out in China, and the Company’s long-lived assets are located in China, no geographical segments

are presented.

As such, all financial segment information required by the authoritative guidance can be found in these consolidated financial

Foreign Currency Translation and Transactions

The Company’s reporting currency is the

The functional currencies of the Company’s foreign subsidiaries are their respective local currencies (China Renminbi,

Singapore dollar and Hongkong dollar), which are the monetary unit of account of the principal economic environment in which the Company’s

foreign subsidiaries operate.

Assets and liabilities of the foreign subsidiaries are translated into US dollars at exchange rates in effect

at each period end.

Revenues and expenses are translated at average exchange rates in effect during the period.

The resulting translation

adjustments are recorded in accumulated other comprehensive income (loss)as a component of stockholders’ equity.

Identifiable Intangible Assets

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cost and are amortized over 3 - 10 years.

Similar to tangible property and equipment, the Company periodically evaluates identifiable intangible

assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Similar to tangible property and equipment, the Company periodically evaluates identifiable

intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Impairment of Long-Lived Assets

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and its forecasts for specific market expansion.

Accounts Receivable and Concentration of Risk

Accounts receivable, net is stated at the amount

the Company expects to collect, or the net realizable value.

The Company provides a provision for allowances that includes returns, allowances

and doubtful accounts equal to the estimated uncollectible amounts.

The Company estimates its provision for allowances based on historical

collection experience and a review of the current status of trade accounts receivable.

It is reasonably possible that the Company’s

estimate of the provision for allowances will change.

Accounts Receivable, Net

Accounts receivable are stated at the amount the

Company expects to collect.

The Company maintains allowances for credit losses for estimated losses.

Management considers the following

factors when determining the collectability of specific accounts:

historical experience, creditworthiness of the clients, aging of the

receivables and other specific circumstances related to the accounts.

Allowance for credit losses is made and recorded into administrative

expenses based on the aging of accounts receivable and on any specifically identified receivables that may become uncollectible.

receivable which are deemed to be uncollectible are charged off against the allowance after all means of collection have been exhausted

and the potential for recovery is considered remote.

Our assessment considered the estimates of expected credit and collectability trends.

Volatility in market conditions and evolving credit trends are difficult to predict and may cause variability and volatility that may

have an impact on our allowance for credit losses in future periods.

Refer to note 8 for allowances for credit losses recognized in profit

or loss by the Company during the years ended February 28, 2025 and February 29, 2024.

Concentration of Credit Risks

Financial instruments that potentially subject

the Company to concentrations of credit risk consist primarily of cash and cash equivalents, accounts receivable and other receivable.

The Company’s cash and cash equivalents are placed with high-credit-quality financial institutions, and at times exceed federally

insured limits.

To date, the Company has not experienced any credit loss relating to its cash and cash equivalents.

For year ended February 28, 2025, the Company

sold about 91 % of its total revenue to three major customers and the amounts due from these companies represent approximately 92 % of the

total accounts receivable at February 28, 2025.

For the years ended February 29, 2024, the Company

sold about 74 % of its total revenue to five major customers and the amounts due from these companies represent approximately 86 % of the

total accounts receivable at February 29, 2024.

For year ended February 28, 2025, the Company

purchased about 93 % of its total purchase from three major suppliers and the amounts due to these companies represent approximately 83 %

of the total accounts payable at February 28, 2025.

For the years ended February 29, 2024, the Company

purchased about 74 % of its total purchase from four major suppliers.

The amounts due to these companies represent approximately 49 % of

the total accounts payable at February 29, 2024.

Operating and finance lease right-of-use assets

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

Cost of Revenue

Cost of revenue consists of telecommunication

products and services, and SMS & MMS business for operators or other suppliers, and purchase cost of emergency equipment for command

and communication.

Research and Development

Research and development costs are expensed as

Research and development expenses for Sapientus include compensation, employee benefits, stock-based compensation, materials

and components purchased for research and development.

Selling, General and Administrative

Selling, general and administrative expenses include

compensation, employee benefits, stock-based compensation, professional service fees, allocation of facility costs, depreciation and amortization

associated with general selling and administrative overhead activities.

The Company uses the asset and liability method

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Recently Issued Accounting Pronouncements

The Company does not believe recently issued but

not yet effective accounting standards, if currently adopted, would have a material effect on the consolidated financial position, statements

of operations and cash flows.

(i) Recently adopted accounting pronouncements

In November 2023, the FASB issued ASU No.

Improvements to Reportable Segment Disclosures (Topic 280).

This ASU updates reportable segment disclosure requirements by requiring disclosures

of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and

included within each reported measure of a segment’s profit or loss.

This ASU also requires disclosure of the title and position

of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or

loss in assessing segment performance and deciding how to allocate resources.

The ASU is effective for annual periods beginning after

December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Adoption of the ASU should be applied retrospectively

to all prior periods presented in the financial statements.

The Company adopted this ASU on March 1, 2024, which did not have a material

impact on the Company’s consolidated financial statements.

Refer to Note 2, Segment Reporting for the inclusion of the new required

(ii) Recently issued accounting pronouncements not yet adopted

In December 2023, the FASB issued ASU No.

Improvements to Income Tax Disclosures (Topic 740).

The ASU requires disaggregated information about a reporting entity’s effective

tax rate reconciliation as well as additional information on income taxes paid.

The ASU is effective on a prospective basis for annual

periods beginning after December 15, 2024.

Early adoption is also permitted for annual financial statements that have not yet been issued

or made available for issuance.

This ASU will result in the required additional disclosures being included in our consolidated financial

statements, once adopted.

The Company is currently evaluating the impact of this accounting standard update on its consolidated financial

statements and related disclosures.

In November 2024, the FASB issued ASU No.

Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40).

This ASU requires

disclosure, in the notes to financial statements, of specified information about certain costs and expenses.

A reporting entity is required

to 1) disclose the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization,

and (e) depreciation, depletion, and amortization recognized as part of oil and gas-producing activities (DD&A) (or other amounts

of depletion expense) included in each relevant expense caption.

A relevant expense caption is an expense caption presented on the face

of the income statement within continuing operations that contains any of the expense categories listed in (a)–(e);

2) include certain

amounts that are already required to be disclosed under current generally accepted accounting principles in the same disclosure as the

other disaggregation requirements;

3) disclose a qualitative description of the amounts remaining in relevant expense captions that are

not separately disaggregated quantitatively, and 4) disclose the total amount of selling expenses and, in annual reporting periods, an

entity’s definition of selling expenses.

The ASU is effective for annual reporting periods beginning after December 15, 2026, and

interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating the impact

of this accounting standard update on its consolidated financial statements and related disclosures.

Note 3 - Going Concern

6 unchanged sentences

The Company’s continuation as a going concern

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

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

The Company will need to secure additional funds through various means, including equity and debt financing or any similar

There can be no assurance that the Company can obtain additional equity or debt financing, if and when needed, on terms acceptable

to the Company, or at all.

Any additional equity or debt financing may involve substantial dilution to the Company’s stockholders,

restrictive covenants, or high interest costs.

The Company’s long-term liquidity also depends upon its ability to generate revenues

and achieve profitability.

There can be no assurance that the Company will be able to obtain additional equity or debt financing, if and when needed,

on terms acceptable to the Company, or at all.

Any additional equity or debt financing may involve substantial dilution to the Company’s

stockholders, restrictive covenants, or high interest costs.

The Company’s long-term liquidity also depends upon its ability to

generate revenues and achieve profitability.

Note 4 - Revenue

7 unchanged sentences

Telecommunication Products & Services

SMS & MMS Business

DaGe Platform

Command & Communication

Note 5 – Equipment

17 unchanged sentences

accumulated amortization

Impairment of intangible assets

Net intangible assets

14 unchanged sentences

February 29, 2024

Telecommunication Products & Services

Deposit Paid / Prepayment

Others prepayment

Prepayment and deposit

Note 8 – Accounts Receivable, net

Schedule of accounts receivable

February 28, 2025

February 29, 2024

SMS & MMS Business

Deposit Paid / Prepayment

Prepayment and deposit

Accounts receivable

allowance for credit losses

The Company normally allows credit terms to customers

ranging from 90 to 150 days.

The Company seeks to maintain strict control over its accounts receivable.

Overdue accounts receivable are

reviewed regularly by the Board of Directors.

Activities related to allowance for credit losses are presented below.

Schedule of allowance for credit losses

February 28, 2025

February 29, 2024

At beginning of year

Provision for the year

At end of year

Note 9 – Other Receivables

4 unchanged sentences

Advances to suppliers

In-transit capital injection for a subsidiary

Security deposit

33 unchanged sentences

imputed interest

Note 10 – Convertible Notes Payable

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

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

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

par value Common Stock at $ 4.00 per share.

On April 28, 2023, the Company repaid the Note

Payable of $ 730,000 .

The following summarizes cash flow information related to leases for

the year ended February 28, 2025:

Cash paid for amounts included in the

measurement of lease liabilities:

Operating cash flows from

leases $ 124,400

Note 11 - Common Stock

17, 2023, the Company issued 2,465,816 shares of common stock at price of $ 0.863 per share to our primary lender pursuant to the conversion

of $ 2,128,000 of principal amount of the Note issued to our primary lender on August 9, 2022.

18, 2023, the Company issued 20,000 shares of common stock at a price of $ 3.00 per share pursuant to the exercise of warrants.

On April 24, 2023, the Company issued 70,000 shares

of our common stock at a deemed price of $ 1.64 per share to one entity pursuant to a consulting agreement.

On July 17, 2023, the Company issued 121,422 shares

of our common stock at a deemed price of $ 1.75 per share to The Benchmark Company, LLC (“Benchmark”) pursuant to the cashless

exercise of warrants.

On August 3, 2023, the Company issued 260,000

shares of our common stock at a price of $ 3.00 per share to three individuals pursuant to the exercise of warrants.

Note 11 - Common Stock (continued)

On August 3, 2023, the Company issued 12,500 shares

of our common stock at a deemed price of $ 2.47 per share to one entity pursuant to a consulting agreement.

On September 5, 2023, the Company issued 2,500

shares of our common stock at a deemed price of $ 2.47 per share to one entity pursuant to a consulting agreement and issued 70,000 shares

of our common stock at a deemed price of $ 1.64 per share to one entity pursuant to a consulting agreement.

On September 14, 2023, two officers of the Company

exercised an aggregate of 180,400 stock options on a deemed net-stock exercise basis resulting in the issuance of an aggregate of 90,898

shares of our common stock and the forfeiture of 89,502 stock options to the Company.

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

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

February 24, 2024.

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

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

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

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

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

On December 20, 2024,

entered into a securities purchase agreement (the “ Purchase Agreement ”) with certain institutional investors (the

“ Purchasers ”), which provided for the issuance and sale, in a registered direct offering by the Company of (i) 3,333,336

shares of its common stock, par value $0.0001 per share (the “ Common Stock ”) and (ii) warrants (the “ Common

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

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

As of February 28, 2025, and February 29, 2024,

4 unchanged sentences

of outstanding stock purchase warrants as at February 28, 2025, and the changes during the periods, is as follows:

Schedule of outstanding share purchase warrants

Schedule of Purchase Warrants

Weighted Average

1 unchanged sentence

Balance, February 29, 2024

( 1,137,668 )

Cashless Exercised

Issued in Connection with December 2024 Offering

Balance, February 28, 2025

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

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

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

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

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

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

On July 17, 2023, Benchmark

exercised 168,000 warrants on the cashless exercise basis resulting in the issuance of 121,422 shares of common stock.

September 19, 2024, 350,000 stock purchase warrants having an exercise price of $ 5.00 per share expired.

October 1, 2024, 125,000 stock purchase warrants having an exercise price of $ 5.00 per share expired.

On December 20, 2024,

the Company entered into a securities purchase agreement (the “ Purchase Agreement ”) with certain institutional investors

(the “ Purchasers ”), which provided for the issuance and sale, in a registered direct offering by the Company of (i)

3,333,336 shares of its common stock, par value $0.0001 per share (the “ Common Stock ”) and (ii) warrants (the “ Common

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

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

The Common Warrants are exercisable upon issuance and expire five

years from the date of issuance.

In connection with the

Offering, the Company

entered into a Placement Agency Agreement (the “ 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, the Company 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 Common Stock at an exercise price of

$1.88 per share (the “ Placement Agent Warrant ”) for a term of five years from the date of commencement of sales in

the Offering.

A summary of stock purchase warrants outstanding

4 unchanged sentences

Exercise Price

September 19, 2024

November 4, 2025

November 21, 2025

October 1,2024

December 23, 2029

Stock Options

December 28, 2021, the Company granted an aggregate of 4,545,000 stock options pursuant to the Company’s 2021 Stock Incentive Plan

having an exercise price of $ 8.00 per share and an expiry date of five years from the date of grant to 40 individuals who were directors,

officers, employees and consultants of the Company.

December 28, 2021, the Company granted an aggregate of 4,545,000 stock options pursuant to the Company’s 2021 Stock Incentive

Plan having an exercise price of $ 8.00 per share and an expiry date of five years from the date of grant to 40 individuals who were

directors, officers, employees and consultants of the Company.

We relied upon the exemption from registration under the U.S.

Securities Act provided

by Rule 903 of Regulation S promulgated under the U.S.

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

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

Securities Act for two individuals who are U.S.

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

anniversary of the date of grant.

At our annual meeting of stockholders held on February 17, 2023, the stockholder approved an amendment

to the exercise price of the outstanding stock options from $8.00 to $3.84.

The strike price adjustment did not affect the fair value.

Act provided by Rule 903 of Regulation S promulgated under the U.S.

Securities Act for the grant of stock options to individuals who are

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

Securities Act for two individuals who are

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

third, and fourth anniversary of the date of grant.

At our annual meeting of stockholders held on February 17, 2023, the stockholder approved

an amendment to the exercise price of the outstanding stock options from $8.00 to $3.84.

The strike price adjustment did not affect the

The fair value of these

9 unchanged sentences

On July 28, 2023, the

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

Incentive Plan having an exercise price of $ 4.62 per share and an expiry date of five years from the date of grant to 22 individuals

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

Stock Incentive Plan having an exercise price of $ 4.62 per share and an expiry date of five years from the date of grant to 22 individuals

who were employees and consultants of the Company’s subsidiaries and contractually controlled affiliate.

19 unchanged sentences

Balance, February 28, 2025

Stock Options Grant - July 28, 2023

Balance, February 29, 2024

Stock Options (continued)

20 unchanged sentences

Balance, February 29, 2024

Stock Options Grant - July 28, 2023

Vested – July 28, 2024

46 unchanged sentences

ended February 28, 2025 and February 29, 2024.

Finger Motion Company Limited is incorporated

in Hong Kong and Hong Kong’s profits tax rate is 16.5 % .

Finger Motion Company Limited did not earn any income that was derived in

Hong Kong for the years ended February 29, 2024 and February 28, 2023.

Finger Motion Company Limited, Finger Motion (CN)

Limited and Finger Motion Financial Company Limited were incorporated in Hong Kong and Hong Kong’s profits tax rate is 16.5 % .

companies did not earn any income that was derived in Hong Kong for the years ended February 28, 2025 and February 29, 2024.

The People’s Republic of China (PRC)

JiuGe Management, JiuGe Technology, Beijing XunLian

and Shanghai TengLian JiuJiu were incorporated in the People’s Republic of China and subject to PRC income tax at 25 % .

JiuGe Management, Beijing XunLian, Shanghai TengLian

JiuJiu and Shanghai KeShunXiang were incorporated in the People’s Republic of China and subject to PRC income tax at 25 % .

Technology was incorporated in the People’s Republic of China and subject to PRC income tax at 15 % as high-tech enterprise.

Income tax mainly consists of foreign income tax

13 unchanged sentences

At February 28, 2025 and February 29, 2024, the

Company has a deferred tax asset of $ 939,380 and $ 1,884,786 , resulting from certain net operating losses in U.S., respectively.

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

losses are available.

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

the Company concludes that it is more-likely-than-not that the Company will be able to realize all of its tax benefits in the near future

and therefore a valuation allowance has been provided for the full value of the deferred tax asset.

A valuation allowance will be maintained

until sufficient positive evidence exists to support the reversal of any portion or all of the valuation allowance.

At February 29, 2024

and February 28, 2023, the valuation allowance was $ 939,380 and $ 1,884,786 , respectively.

Schedule of deferred tax assets and liabilities

valuation allowance was $ 3,188,969 .

Schedule of income tax expenses

February 28, 2025

February 29, 2024

Deferred tax asset from operating losses carry-forwards

Deferred tax benefit

( 6,665,538 )

Total provision for (benefit from) income tax expense

$ ( 879,121 )

The reconciliations of income tax expenses

computed by applying the statutory income tax rates, ranging from 15% to 25%, to the Company’s income tax expenses for the presented

years are as follows :

Schedule of reconciliations of income tax expenses

February 28, 2025

February 29, 2024

Loss before income tax expenses

$ ( 5,988,461 )

$ ( 3,823,361 )

Income tax credit computed at various statutory income tax rate (15% to 25%)

( 1,035,381 )

Reconciling items:

Tax incentive – R&D Credit

Income not subject to tax in China

Non-deductible expenses

Total provision for (benefit from) income tax

$ ( 879,121 )

Deferred tax has resulted primarily from future

tax deductible or creditable temporary differences.

In assessing the realizability of deferred tax assets, management considers whether

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

The significant components of the

Company’s deferred tax account balances are as follows:

Schedule of deferred tax assets

February 28, 2025

February 29, 2024

Deferred tax assets

Net operating losses carryforward

Accruals and reserves

Lease liability

Total deferred tax assets

Valuation allowance

Deferred tax asset, net

Total deferred tax assets, net of valuation allowance

Deferred tax liabilities

Right-of-use asset

Total deferred tax liabilities

Net deferred tax assets (liabilities)

Note 14 - Commitments and Contingencies

2 unchanged sentences

claim and litigation against it.

Note 15 – Loan Payable

On June 1, 2024, the Company’s

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

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

to the Borrower for working capital purposes.

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

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

If the Lender agrees,

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

notice and subject to payment of interest accrued thereon.

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

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

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

On July 18, 2024, the Company’s

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

Yow Ming (the “ Lender ”) whereby the Lender agreed to advance a short-term loan facility of SGD$1,500,000 (the “ Loan ”)

to the Borrower for working capital purposes.

As of September 4, 2024, 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 1.50% per month, any such interest to accrue from day to day and to be calculated

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

4, 2024, the Company’s

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

Agreement ”) with Rita Chou Phooi Har (the “ Lender ”) whereby the Lender agreed to advance a short-term loan

facility of SGD$250,000 (the “ Loan ”) to the Borrower for working capital purposes.

As of November 7, 2024, the full

amount of the Loan has been drawn upon by the Borrower.

The Loan is due one (1) year from the date of the drawdown, unless extended by

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 thereof.

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

On February 14, 2025, the Company repaid 2 short-term loans of SGD$370,000

and SGD$250,000.

Note 16 - Restatement of Previously Issued Financial Statements

The accumulated deficit as of February 28, 2023,

Consolidated Balance Sheet as of February 29, 2024, and the related Consolidated Statements of Operations, Stockholders’ Equity

and Cash Flows for the fiscal year ended February 29, 2024, have been restated for errors made with regard to revenue and stock options

further described below.

In accordance with ASC 250 – Accounting Changes and Error Corrections and Staff Accounting Bulletins

99 – Materiality and No.

108 – Considering the Effects of Prior Year Misstatements when Quantifying Misstatements

in Current Year Financial Statements , the Company has evaluated the materiality of the error and determined that the impacts were

not material, individually or in the aggregate, to the Company’s previously issued consolidated financial statements for any of

the prior quarters or annual periods in which they occurred.

The following is a description of the areas in which the errors were

identified and for which we made correcting adjustments to our Consolidated Financial Statements.

(1) Revenue - Upon further review of the classification and timing of certain customer payments, we refined

our revenue recognition approach to better align with the performance obligations specified in the underlying contracts.

These refinements

included reclassifying certain amounts as prepayments and addressing instances of over-recognition of revenue, where revenue was previously

recognized ahead of the fulfillment of related performance obligations.

The adjustments ensure that revenue is recognized in a manner

that more accurately reflects the timing and substance of service delivery.

(2) Stock options - As part of our review of stock-based compensation, we refined certain assumptions used

in the valuation and accounting treatment of stock option grants.

These refinements resulted in adjustments to better reflect the expense

recognition in accordance with applicable accounting standards and ensure consistency with our current methodology.

Note 16 - Restatement of Previously Issued Financial Statements

The following table presents the effect or restatements of the Company’s

previously issued consolidated balance sheet:

Schedule of consolidated balance sheet

As of February 29, 2024

As Previously Reported

Account receivable, net

Accumulated Deficit

( 28,448,833 )

( 29,074,580 )

Accumulated Other Comprehensive Income

Additional Paid-in Capital – Stock Options

The following table presents the effect of the restatements and reclassification

on the Company’s previously issued and reported consolidated statement of operations:

Schedule of consolidated statement of operations

As of February 29, 2024

As Previously Reported

Net profit attributable to the non-controlling interest

Net loss attributable to the Company’s shareholders

( 3,757,519 )

( 3,811,503 )

Foreign currency translation adjustments

Comprehensive loss

( 4,148,189 )

( 4,186,822 )

comprehensive income (loss) attributable to non-controlling interest

Comprehensive loss attributable to the Company

( 4,148,449 )

( 4,187,272 )

The following table presents the effect or restatements of the Company’s

previously issued and reported Consolidated Statement of Stockholders’ Equity:

Schedule of stockholders’ equity

Capital paid in excess of par value

APIC - Stock Options

Accumulated Deficit

Accumulated OCI

Stockholder’s Equity

Balance at February 29, 2024, as previously stated

( 28,448,833 )

Prior period adjustment

Effect of reclassification to net loss

Correction of stock incentive plan recognition

Balance at February 29, 2024, as restated

( 29,074,580 )

The following table presents the effect of the restatements of the

Company’s previously issued consolidated statement of cash flows:

Schedule of consolidated statement of cash flows

As of February 29, 2024

As Previously Reported

Share based compensation expenses

(Increase) decrease in accounts receivable

( 7,855,567 )

( 7,919,533 )

(Increase) decrease in prepayment and deposit

( 1,507,836 )

( 1,525,857 )

(Increase) decrease in other receivable

( 1,444,834 )

Increase (decrease) in accounts payable

Increase (decrease) in accrual and other payables

Increase (decrease) in due to lease liability

Net Cash Used in Operating Activities

( 8,203,947 )

( 7,327,320 )

Effect of exchange rates on cash and cash equivalents

Note 17 – Subsequent Events

Subsequent to February 29, 2024, the Company received

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

As of May 28, 2024, the

Company has received $ 775,000 in subscription proceeds.

On March 3, 2025, the Company issued 27,500 shares

of its common stock at a deemed price of $ 1.86 per share to one entity pursuant to a consulting agreement.

On May 28, 2025, the Company issued an

aggregate of 940,000 shares of its common stock at a price of $ 2.50

per share to eight individuals due to the closing of a private placement

for aggregate gross proceeds of $ 2,350,000 .

Except for the above, the Company has determined

2 unchanged sentences

ON ACCOUNTING AND FINANCIAL DISCLOSURE

We did not have any disagreements on accounting

and financial disclosures with our present accounting firm during the reporting period.

On September 10, 2024, our Board of Directors

as well as our Audit Committee approved and authorized the termination of Centurion ZD CPA & Co.

(“Centurion”), as our

independent registered public accounting firm.

On the same date, our Board of Directors as well as our Audit Committee approved and authorized

the engagement of the accounting firm of CT International LLP (“CT International”), as our new independent registered public

accounting firm.

Centurion’s report on our financial statements

dated May 29, 2024, for the two most recent fiscal years ended February 29, 2024 and February 28, 2023, did not contain an adverse opinion

or disclaimer of opinion, or qualification or modification as to uncertainty, audit scope, or accounting principles.

In connection with the audit of our financial

statements for the two most recent fiscal years ended February 29, 2024 and February 28, 2023, and in the subsequent interim period through

the effective date of termination of Centurion on September 10, 2024, there were no disagreements, resolved or not, with Centurion on

any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements,

if not resolved to the satisfaction of Centurion, would have caused Centurion to make reference to the subject matter of the disagreements

in connection with its report on the financial statements for such years.

During our two most recent fiscal years ended

February 29, 2024 and February 28, 2023 and in the subsequent interim period through the effective date of termination of Centurion on

September 10, 2024, there were no reportable events as described in Item 304(a)(1)(v) of Regulation S-K.

During the two most recent fiscal years ended

February 29, 2024 and February 28, 2023 and the subsequent interim period through the effective date of appointment of CT International

on September 10, 2024, we had not, nor had any person on our behalf, consulted with CT International regarding either the application

of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered

on our financial statements, nor had CT International provided to us a written report or oral advice regarding such principles or audit

opinion on any matter that was the subject of a disagreement as set forth in Item 304(a)(1)(iv) of Regulation S-K or a reportable event

as set forth in Item 304(a)(1)(v) of Regulation S-K with our former independent registered public accounting firm.

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-K

Item 8. Financial Statements and Supplementary Data