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Item 1. Financial Statements

2025-07-15 compared with 2025-01-14 · 470 added, 427 removed, 578 unchanged (61% of the section changed)

FINANCIAL STATEMENTS

ITEM 1 – FINANCIAL STATEMENTS

FINGERMOTION, INC.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the nine months ended November 30, 2024

For the three months ended May 31, 2025

(Unaudited - Expressed in U.S.

3 unchanged sentences

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

Loan payable - shareholders

Loan payable, current portion

Lease liability, current portion

2 unchanged sentences

Lease liability, non-current portion

Deferred tax liabilities

Total Non-Current Liabilities

1 unchanged sentence

SHAREHOLDERS’ EQUITY

Preferred stock, par value $ .0001

Preferred stock, par value $ .0001 per share;

Authorized 1,000,000 shares;

1 unchanged sentence

Common Stock, par value $ .0001 per share;

200,000,000 shares;

issued and outstanding 53,807,850 shares and 52,545,350 issued and outstanding at November 30, 2024 and

February 29, 2024 respectively

Authorized 200,000,000 shares;

issued and outstanding 59,408,429 shares and 57,141,186 issued and outstanding at May 31, 2025 and February 28, 2025 respectively

Additional paid-in capital

8 unchanged sentences

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

The accompanying notes are an integral part of these unaudited condensed

consolidated financial statements.

FingerMotion, Inc.

1 unchanged sentence

Three Months Ended

Nine Months Ended

Cost of revenue

1 unchanged sentence

( 7,692,094 )

( 23,940,338 )

( 24,446,325 )

Amortization & depreciation

2 unchanged sentences

( 1,881,777 )

( 4,997,452 )

( 5,252,531 )

Marketing cost

Research & development

Credit impairment loss

Stock compensation expenses

2 unchanged sentences

( 2,357,978 )

( 6,395,869 )

( 6,482,894 )

Net loss from operations

1 unchanged sentence

( 1,676,089 )

( 4,969,382 )

( 3,340,816 )

Other income (expense):

6 unchanged sentences

$ ( 1,655,832 )

$ ( 4,997,058 )

$ ( 3,344,717 )

Income tax expenses

1 unchanged sentence

$ ( 1,655,832 )

$ ( 5,009,095 )

$ ( 3,344,717 )

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

Net profit attributable to the non-controlling interest

Net loss attributable to the Company’s shareholders

1 unchanged sentence

$ ( 1,655,904 )

$ ( 5,004,934 )

$ ( 3,343,895 )

Other comprehensive income:

3 unchanged sentences

$ ( 1,720,903 )

$ ( 5,104,383 )

$ ( 3,615,474 )

Comprehensive loss attributable to non-controlling interest

comprehensive income (loss) attributable to non-controlling interest

Comprehensive loss attributable to the Company

1 unchanged sentence

$ ( 1,719,837 )

$ ( 5,103,319 )

$ ( 3,615,451 )

NET PROFIT (LOSS) PER SHARE

NET LOSS PER SHARE

Loss Per Share - Basic

Loss Per Share - Diluted

NET PROFIT (LOSS) PER SHARE ATTRIBUTABLE TO THE COMPANY

NET LOSS PER SHARE ATTRIBUTABLE TO THE COMPANY

Loss Per Share - Basic

2 unchanged sentences

Weighted Average Common Shares Outstanding - Diluted

The accompanying notes are an integral part of these unaudited condensed

consolidated financial statements.

FingerMotion, Inc.

7 unchanged sentences

( 34,187,384 )

Common stock issued for cash

Common stock issued for professional service

Additional paid-in capital – stock options

Common stock issued for conversion of customer deposit

Accumulated other comprehensive income

4 unchanged sentences

( 36,195,940 )

Additional paid-in capital – stock options

Accumulated other comprehensive income

( 1,688,229 )

( 1,690,551 )

Balance at August 31, 2024

( 31,792,966 )

Common stock issued for cash

Accumulated other comprehensive income

( 1,660,801 )

( 1,662,712 )

Balance at November, 2024

( 33,453,767 )

Paid-in capital

3 unchanged sentences

stock options

Balance at March 1, 2023

( 24,691,314 )

Common stock issued for cash

Common stock issued for professional service

Execution of convertible notes

Accumulated other comprehensive income

Net profit (loss)

( 1,265,471 )

( 1,264,262 )

Balance at May 31, 2023

( 25,956,785 )

Common stock issued for cash

Common stock issued for professional service

Cashless exercise of warrants

Additional paid-in capital – stock options

Accumulated other comprehensive income

Balance at August 31, 2023

Balance at March 1, 2024 (As restated)

( 29,074,580 )

Common stock issued for cash

Common stock issued for professional service

Deemed net-stock exercise of options

Accumulated other comprehensive income

2 unchanged sentences

( 1,655,832 )

Balance at November, 2023

Balance at May 31, 2024 (As restated)

( 30,730,484 )

The accompanying notes are an integral part of these unaudited condensed

consolidated financial statements.

FingerMotion, Inc.

Unaudited Condensed Consolidated Statements of Cash Flows

Nine Months Ended

Three Months Ended

$ ( 2,022,761 )

3 unchanged sentences

Amortization and depreciation

Provision for expected credit losses

Gain on disposal of equipment

Change in operating assets and liabilities:

3 unchanged sentences

(Increase) decrease in prepayment and deposit

( 1,113,267 )

(Increase) decrease in other receivables

( 2,161,319 )

(Increase) decrease in others receivable

(Increase) decrease in inventories

1 unchanged sentence

Increase (decrease) in accrual and other payables

Increase (decrease) in due to lease liability

Net cash provided by (used in) operating activities

Increase (decrease) due to lease liability

Net Cash (used in) operating activities

( 1,204,217 )

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 from loan payable

Repayment of convertible note

( 1,135,333 )

Common stock issued for cash

Net cash provided by (used in) financing activities

Advance from stock subscription payable

Proceeds from issuance of common stock

Net cash provided by financing activities

Effect of exchange rates on cash and cash equivalents

Net change in cash

( 1,352,632 )

( 7,305,676 )

Cash at beginning of period

Cash at end of period

Major non-cash transactions:

Conversion of loan payables to shares

Supplemental disclosures of cash flow information:

Interest paid

Supplemental disclosures of non-cash investing and financing activities:

Common stock issued for professional service

Conversion of customer deposit to shares

The accompanying notes are an integral part of these unaudited condensed

consolidated financial statements.

FINGERMOTION, INC.

Nine months ended November 30, 2024

Notes to the Condensed Consolidated Financial Statements

Three months ended May 31, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

Note 1 – Nature of Business and basis of Presentation

8 unchanged sentences

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 specialize

in operating and publishing mobile games.

Pursuant to the Share Exchange Agreement with

16 unchanged sentences

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

4 unchanged sentences

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

7 unchanged sentences

Technology Co., Ltd.

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

owned by JiuGe Technology.

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

It is 99% owned

by JiuGe Technology.

On February 5, 2021, JiuGe Technology disposed

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

FINGERMOTION, INC.

Three months ended May 31, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

Note 1 – Nature of Business and basis of Presentation (continued)

Shanghai KeShunXiang Automobile Service Co., Ltd.

2 unchanged sentences

by JiuGe Technology.

FINGERMOTION, INC.

Nine months ended November 30, 2024

Notes to the Condensed Consolidated Financial Statements

Zhejiang ChangXin Communication Equipment Co.,

was incorporated on March 28, 2025 for the purpose of venturing into the research and development, manufacturing and sales of communication

equipment, as well as the technical service business of communication equipment in China.

It is 70% owned by Shanghai KeShunXiang Automobile

Service Co., Ltd.

Shanghai XiaoYi Bin Tong Technology Co., Ltd.

was incorporated on April 15, 2025 for the purpose of venturing into the sale of household appliances and electronic products in China.

It is 80% owned by JiuGe Technology.

Note 2 - Summary of Principal Accounting Policies

Principles of Consolidation and Presentation

The condensed consolidated financial statements

have been prepared in accordance with U.S.

The consolidated financial statements have been

prepared in accordance with U.S.

generally accepted accounting principles (“U.S.

The condensed consolidated

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

All intercompany accounts, transactions,

and profits have been eliminated upon consolidation.

The consolidated financial statements

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

All intercompany accounts, transactions, and profits

have been eliminated upon consolidation.

Variable interest entity

24 unchanged sentences

The creditors of JiuGe Technology do not have recourse to the Company’s general credit.

The following assets and liabilities and of the

VIE and VIE’s subsidiaries are included in the accompanying condensed consolidated financial statements of the Company as of May

31, 2025 and February 28, 2025:

FINGERMOTION, INC.

Nine months ended November 30, 2024

Notes to the Condensed Consolidated Financial Statements

Three months ended May 31, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

Note 2 - Summary of Principal Accounting Policies

The following assets and liabilities of the VIE

and VIE’s subsidiaries are included in the accompanying condensed consolidated financial statements of the Company as of November

30, 2024 and February 29, 2024:

Assets and liabilities of the VIE

Schedule of variable interest entity

November 30, 2024

February 28, 2025

4 unchanged sentences

Total liabilities

Assets and liabilities of the VIE Subsidiary

November 30, 2024

Assets and liabilities of the VIE’s Subsidiaries

February 28, 2025

4 unchanged sentences

Total liabilities

FINGERMOTION, INC.

Nine months ended November 30, 2024

Notes to the Condensed Consolidated Financial Statements

Note 2 - Summary of Principal Accounting Policies

Operating Result of VIE

For the Nine Months Ended

November 30, 2024

For the Nine Months Ended

November 30, 2023

For the Three Months Ended

Cost of revenue

( 3,613,533 )

( 17,165,083 )

Amortization and depreciation

General and administrative expenses

( 1,559,299 )

( 1,672,860 )

Marketing cost

Research & development

Credit impairment loss

Total operating expenses

1 unchanged sentence

$ ( 626,189 )

Net profit (loss) from operations

Loss from operations

$ ( 435,710 )

4 unchanged sentences

$ ( 430,709 )

Operating Result of VIE Subsidiaries

For the Nine Months Ended

November 30, 2024

For the Nine Months Ended

November 30, 2023

$ ( 460,534 )

FINGERMOTION, INC.

Three months ended May 31, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

Note 2 - Summary of Principal Accounting Policies

Operating Result of VIE’s Subsidiaries

For the Three Months Ended

Cost of revenue

5 unchanged sentences

Research & development

Credit impairment loss

Total operating expenses

1 unchanged sentence

$ ( 529,053 )

Net profit (loss) from operations

Loss from operations

$ ( 547,472 )

3 unchanged sentences

$ ( 538,559 )

FINGERMOTION, INC.

Nine months ended November 30, 2024

Notes to the Condensed Consolidated Financial Statements

Note 2 - Summary of Principal Accounting Policies

Use of Estimates

13 unchanged sentences

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

FINGERMOTION, INC.

Three months ended May 31, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

Note 2 - Summary of Principal Accounting Policies

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.

Schedule of foreign currency translation and transactions

Translation of amounts from RMB into USD has been made at the following exchange rates for the respective periods:

Balance sheet items, except for equity accounts

RMB7.1991 to $1.00

February 28, 2025

RMB7.2830 to $1.00

Income statement and cash flows items

For the three months ended May 31, 2025

RMB7.2541 to $1.00

For the three months ended May 31, 2024

RMB7.2238 to $1.00

Identifiable Intangible Assets

1 unchanged sentence

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.

FINGERMOTION, INC.

Three months ended May 31, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

Note 2 - Summary of Principal Accounting Policies

Impairment of Long-Lived Assets

19 unchanged sentences

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 is 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 three months ended May 31, 2025 and for the year ended February 28, 2025.

FINGERMOTION, INC.

Nine months ended November 30, 2024

Notes to the Condensed Consolidated Financial Statements

Three months ended May 31, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

Note 2 - Summary of Principal Accounting Policies

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 the three months ended May 31, 2025, the Company

sold about 95 % of its total revenue to three major customers and the amounts due from these companies represent approximately 37 % of the

total accounts receivable as at May 31, 2025.

For the three months ended May 31, 2024, the Company

sold about 97 % of its total revenue to one major customer and the amounts due from this company represent approximately 99 % of the total

accounts receivable as at May 31, 2024.

For the three months ended May 31, 2025, the Company

purchased about 96 % of its total purchase from three major suppliers and the amounts due to these companies represent approximately 77 %

of the total accounts payable as at May 31, 2025.

For the three months ended May 31, 2024, the Company

purchased about 99 % of its total purchase from one major supplier.

The amounts due to this company represent approximately 79 % of the

total accounts payable as at May 31, 2024.

Operating and finance lease right-of-use assets

15 unchanged sentences

and are readily convertible to known amounts of cash.

Property and Equipment

Property and equipment are stated at cost.

of property and equipment is provided using the straight-line method for financial reporting purposes at rates based on the estimated

useful lives of the assets.

Equipment is stated at cost.

Depreciation of

equipment is provided using the straight-line method for financial reporting purposes at rates based on the estimated useful lives of

Estimated useful lives range from three to seven years.

Land is classified as held for sale when management

has the ability and intent to sell, in accordance with ASC Topic 360-45.

Land is classified as held for sale when management has the ability

and intent to sell, in accordance with ASC Topic 360-45.

FINGERMOTION, INC.

Three months ended May 31, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

Note 2 - Summary of Principal Accounting Policies

Earnings Per Share

11 unchanged sentences

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

FINGERMOTION, INC.

Nine months ended November 30, 2024

Notes to the Condensed Consolidated Financial Statements

Note 2 - Summary of Principal Accounting Policies

Revenue Recognition

26 unchanged sentences

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.

During the quarter, the Company also commenced product development efforts under

a new strategic collaboration to integrate its Mobile Integrated Command and Communication Platform into emergency response vehicles.

FINGERMOTION, INC.

Three months ended May 31, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

Note 2 - Summary of Principal Accounting Policies

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

12 unchanged sentences

Non-controlling interests held 1% of the shares

of two of our subsidiaries are recorded as a component of our equity, separate from the Company’s equity.

Purchase or sales of equity

interests that do not result in a change of control are accounted for as equity transactions.

Results of operations attributable to the

non-controlling interest are included in our consolidated results of operations and, upon loss of control, the interest sold, as well

as interest retained, if any, will be reported at fair value with any gain or loss recognized in earnings.

of three of our subsidiaries, 30% of the shares of Zhejiang ChangXin Communication Equipment Co., Ltd.

and 20% of the shares of Shanghai

XiaoYi Bin Tong Technology Co., Ltd., are recorded as a component of our equity, separate from the Company’s equity.

sales of equity interests that do not result in a change of control are accounted for as equity transactions.

Results of operations attributable

to the non-controlling interest are included in our consolidated results of operations and, upon loss of control, the interest sold, as

well as interest retained, if any, will be reported at fair value with any gain or loss recognized in earnings.

The cumulative results

of operations attributable to noncontrolling interests are also recorded as noncontrolling interests in the Company’s consolidated

balance sheets.

FINGERMOTION, INC.

Three months ended May 31, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

Note 2 - Summary of Principal Accounting Policies

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

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 standard is effective for the Company’s 2026 annual period and can be applied either prospectively

or retrospectively.

The standard is effective for the Company’s 2026 annual period and can be applied either prospectively or retrospectively.

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

(ii) Recently issued accounting pronouncements not yet adopted

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);

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.

FINGERMOTION, INC.

Nine months ended November 30, 2024

Notes to the Condensed Consolidated Financial Statements

Three months ended May 31, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

Note 3 - Going Concern

3 unchanged sentences

The Company had an accumulated deficit of $ 36,195,940 and

$ 28,448,833 as at November 30, 2024 and February 29, 2024, respectively, and had a net loss of $ 5,009,095 and $ 3,344,717 for the nine

months ended November 30, 2024 and 2023, respectively.

$ 34,187,384 as at May 31, 2025 and February 28, 2025 respectively, and had a net loss of $ 2,022,761 and $ 1,655,832 for the three months

ended May 31, 2025 and 2024, respectively.

The Company’s continuation as a going concern

5 unchanged sentences

stockholders, restrictive covenants, or high interest costs.

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

revenues and achieve profitability.

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

generate revenues and achieve profitability.

Note 4 - Revenue

We recorded $ 8,458,743 and $ 8,373,983 in revenue,

respectively, for the nine months ended November 30, 2024 and 2023.

respectively, for the three months ended May 31, 2025 and 2024.

Schedule of revenue

For the nine months ended

November 30, 2024

November 30, 2023

For the three months ended

Telecommunication Products & Services

SMS & MMS Business

DaGe Platform

Command & Communication

Note 5 – Equipment

At November 30, 2024 and February 29, 2024, the

company has the following amounts related to equipment:

At May 31, 2025 and February 28, 2025, the company

has the following amounts related to tangible assets:

Schedule of property, plant and equipment

November 30, 2024

February 28, 2025

2 unchanged sentences

No significant residual value is estimated for the equipment.

expense for the nine months ended November 30, 2024 and 2023 totalled $ 19,893 and $ 23,231 , respectively.

expenses for the three months ended May 31, 2025 and 2024 totaled $ 3,414 and $ 6,898 , respectively.

FINGERMOTION, INC.

Nine months ended November 30, 2024

Notes to the Condensed Consolidated Financial Statements

Note 6 – Intangible Assets

At November 30, 2024 and February 29, 2024, the

company has the following amounts related to intangible assets:

Three months ended May 31, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

Note 6 – Intangible Asset

At May 31, 2025 and February 28, 2025, the company

has the following amounts related to intangible assets:

Schedule of intangible assets

November 30, 2024

February 28, 2025

1 unchanged sentence

accumulated amortization

Impairment of intangible assets

Net intangible assets

1 unchanged sentence

these intangible assets.

Amortization expense for nine months ended November 30, 2024 and 2023 totalled $ 15,422 and $ 30,307 , respectively.

Amortization expenses for the three months ended May 31, 2025 and 2024 totaled $ 7,139 and $ 5,116 , respectively.

Note 7 – Prepayment and Deposit

Prepaid expenses consist of the deposit pledge

to the vendor for stocks credits for resale.

to the vendor for stock credits for resale.

Our current vendors are China Unicom and China Mobile for our Telecommunication Products &

Services business and our SMS & MMS business.

Deposits also includes payments placed into the e-commerce platforms where we

offer our products and services.

Deposits include payments placed into the e-commerce platforms where we offer our products

and services.

The platforms are PinDuoDuo, Tmall, and JD.com.

Schedule of prepaid expense

November 30, 2024

February 28, 2025

Note 8 – Accounts Receivable, net

Schedule of accounts receivable

February 28, 2025

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

At beginning of the period

At end of the period

FINGERMOTION, INC.

Three months ended May 31, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

Note 9 – Other Receivables

At November 30, 2024 and February 29, 2024, the

company has the following amounts related to other receivables:

At May 31, 2025 and February 28, 2025, the company

has the following amounts related to other receivables:

Schedule of other receivables

November 30, 2024

February 28, 2025

2 unchanged sentences

Security deposit

Other receivables

FINGERMOTION, INC.

Nine months ended November 30, 2024

Notes to the Condensed Consolidated Financial Statements

Note 9 – Right-of-use Asset and Lease

Note 10 – Right-of-use Asset and Lease Liability

The Company has entered into lease agreements

10 unchanged sentences

All operating lease expense

is recognized on a straight-line basis over the lease term in the nine months ended November 30, 2024.

is recognized on a straight-line basis over the lease term in the three months ended May 31, 2025.

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

1 unchanged sentence

Schedule of operating leases assets and liabilities

November 30, 2024

February 28, 2025

6 unchanged sentences

Remaining lease term and discount rate

November 30, 2024

Weighted-average remaining lease term

1 unchanged sentence

The following table summarizes the future minimum

lease payments due under the Company’s operating leases as of November 30, 2024:

lease payments due under the Company’s operating leases as of May 31, 2025:

Schedule of future minimum lease payments due

Twelve months ended May 31, 2026

imputed interest

Note 10 - Convertible Note Payable

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

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

The note was convertible anytime from the date of issuance into

$ 0.0001 par value Common Stock at $ 4.00 per share.

On April 28, 2023, the Company repaid the Note

Payable of $ 730,000 .

Present value of lease obligations

FINGERMOTION, INC.

Nine months ended November 30, 2024

Notes to the Condensed Consolidated Financial Statements

Three months ended May 31, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

Note 11 - Common Stock

17, 2023, we 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, we issued 20,000 shares of common stock at a price of $ 3.00 per share pursuant to the exercise of warrants.

On April 24, 2023, we issued 70,000 shares of

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

On 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.

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

6 unchanged sentences

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

As of November 30, 2024 there were 53,807,850

shares of the Company’s common stock issued and outstanding, and none of the preferred shares were issued and outstanding.

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 Common Stock (the “Offering”) at a combined purchase price of $1.50

per share and one and one-half Common Warrants on December 23, 2024.

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 15, 2025, the Company issued 312,500 shares

of its common stock at a price of $ 1.50 per share to one entity pursuant to the exercise of warrants.

On May 23, 2025, the Company issued 100,000 shares

of its common stock at a price of $ 1.88 per share to one entity pursuant to the exercise of warrants.

On May 28, 2025, the Company issued an aggregate

of 940,000 shares of its common stock at a price or deemed price of $ 2.50 per share to 8 individuals due to the closing of a private placement,

which resulted in the receipt of $ 950,000 in cash and the settlement of an outstanding liability of $ 1,400,000 .

On May 28, 2025, the Company issued 837,243 shares

of its common stock at a price of $ 1.50 per share to one entity pursuant to the exercise of warrants.

On May 29, 2025, the Company issued 50,000 shares

of its common stock at a price of $ 1.88 per share to one entity pursuant to the exercise of warrants.

As of May 31, 2025 there were 59,408,429 shares

of the Company’s common stock issued and outstanding, and none of the preferred shares were issued and outstanding.

FINGERMOTION, INC.

Nine months ended November 30, 2024

Notes to the Condensed Consolidated Financial Statements

Three months ended May 31, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

Share Purchase Warrants

A continuity schedule

of outstanding share purchase warrants as at November 30, 2024, and the changes during the periods, is as follows:

of outstanding stock purchase warrants as at May 31, 2025, and the changes during the periods, is as follows:

Schedule of outstanding share purchase warrants

3 unchanged sentences

( 1,149,743 )

Cashless Exercised

Balance, November 30, 2024

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

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

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

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

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

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.

A summary of share purchase warrants outstanding

and exercisable as at November 30, 2024 is as follows:

Balance, May 31, 2025

On December 20, 2024,

the Company entered into the Purchase Agreement with the Purchasers, which provided for the issuance and sale, in a registered direct

offering by the Company of (i) 3,333,336 shares of Common Stock and (ii) Common Warrants to purchase up to an aggregate of 5,000,004 shares

of Common Stock at a combined purchase price of $1.50 per share and one and one-half Common Warrants on December 23, 2024.

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.

compensation to the Placement Agent, the Company 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.

On May 14, 2025, the Company received $ 468,750

from the exercise of warrants for the purchase of 312,500 shares of common stock of the Company at a price of $ 1.50 per share from an

On May 23, 2025, the Company received $ 188,000

from the exercise of the Placement Agent Warrant for the purchase of 100,000 shares of common stock of the Company at a price of $ 1.88

per share from the Placement Agent.

On May 27, 2025, the Company received $ 1,255,864 .50

from the exercise of warrants for the purchase of 837,243 shares of common stock of the Company at a price of $ 1.50 per share from an

On May 29, 2025, the Company received $ 94,000

from the exercise of the Placement Agent Warrant for the purchase of 50,000 shares of common stock of the Company at a price of $ 1.88

per share from the Placement Agent.

A summary of stock purchase warrants outstanding

and exercisable as at May 31, 2025 is as follows:

Schedule of share purchase warrants outstanding and exercisable

4 unchanged sentences

November 21, 2025

December 23, 2029

FINGERMOTION, INC.

Nine months ended November 30, 2024

Notes to the Condensed Consolidated Financial Statements

Three months ended May 31, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

Stock Options

15 unchanged sentences

Schedule of valuation assumptions

November 30, 2024

February 28, 2025

5 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.

4 unchanged sentences

Schedule of valuation assumptions

November 30, 2024

February 28, 2025

4 unchanged sentences

Weighted-Average Grant Date Fair Value

FINGERMOTION, INC.

Three months ended May 31, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

Stock Options (continued)

A continuity schedule

of outstanding stock options as at November 30, 2024, and the changes during the nine months periods, is as follows:

of outstanding stock options as at May 31, 2025, and the changes during the period, is as follows:

Schedule of stock option activity

Stock Options

Number of Stock Options

Exercise Price

1 unchanged sentence

Cancelled/Forfeited

Balance, November 30, 2024

FINGERMOTION, INC.

Nine months ended November 30, 2024

Notes to the Condensed Consolidated Financial Statements

Stock Options (continued)

The table below sets forth the number of issued

shares and cash received upon exercise of stock options:

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

November 30, 2024

February 29, 2024

Number of Options Exercised on Forfeiture Basis

Number of Options Exercised on Cash Basis

Total Number of Options Exercised

Number of Shares Issued on Cash Exercise

Number of Shares Issued on Forfeiture Basis

Total Number of Shares Issued Upon Exercise of Options

Cash Received from Exercise of Stock Options

Total Intrinsic Value of Options Exercised

Balance, May 31, 2025

A continuity schedule

of outstanding unvested stock options at November 30, 2024, and the changes during the nine months periods, is as follows:

of outstanding unvested stock options at May 31, 2025, and the changes during the three months periods, is as follows:

Schedule of unvested restricted stock

Number of Unvested

Weighted Average

Stock Options

Grant Date Fair Value

Balance, February 28, 2025

Vested – July 28, 2024

Balance, November 30, 2024

As at November 29, 2024,

the aggregate intrinsic value of all outstanding stock options granted was estimated at $0 as the current price as of November 29, 2024

is $ 2.04 , which is lower than the strike price of all outstanding options.

Balance, May 31, 2025

As at May 31, 2025, the

aggregate intrinsic value of the outstanding stock options granted on December 28, 2021 was estimated at $ 0 as the current price as of

May 31, 2025 is $ 3.02 which is lower than the strike price while the aggregate intrinsic value of the outstanding stock options granted

on July 28, 2023 is $ 0 as the current price as of May 31, 2025 is lower than the strike price.

A summary of stock options

outstanding and exercisable as at November 30, 2024 is as follows:

outstanding and exercisable as at May 31, 2025 is as follows:

Schedule of stock options

3 unchanged sentences

Outstanding at

November 30, 2024

Remaining Contractual

at November 30, 2024

Remaining Contractual

Exercise Price

Weighted Average Remaining

Contractual Term

Exercisable at May 31, 2025

Exercise Price

Weighted Average Remaining

Contractual Term

$ 3.00 to $ 4.00

1 unchanged sentence

FINGERMOTION, INC.

Nine months ended November 30, 2024

Notes to the Condensed Consolidated Financial Statements

Three months ended May 31, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

Note 12 – Earnings Per Share

2 unchanged sentences

Schedule of basic and diluted earnings per common share

For the nine months ended

November 30, 2024

November 30, 2023

For the three months ended

Numerator - basic and diluted

13 unchanged sentences

federal corporate income tax of 21 % .

The Company generated a taxable loss for the nine

months ended November 30, 2024 and 2023.

The Company generated a taxable loss for the three

months ended May 31, 2025 and 2024.

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 nine months ended November 30, 2024 and 2023.

companies did not earn any income that was derived in Hong Kong for the three months ended May 31, 2025 and 2024.

The People’s Republic of China (PRC)

JiuGe Management, JiuGe Technology, 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 % .

JiuGe Management, Beijing XunLian, Shanghai TengLian

JiuJiu, Shanghai KeShunXiang, Zhejiang ChangXin Communication Equipment Co., Ltd and Shanghai XiaoYi Bin Tong Technology Co., Ltd.

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

JiuGe 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

at statutory rates and the effects of permanent and temporary differences.

The Company’s effective income tax rates for the nine

months ended November 30, 2024 and 2023 are as follows:

The Company’s effective income tax rates for the three

months ended May 31, 2025 and 2024 are as follows:

Schedule of effective income tax rate reconciliation

For the nine months ended

November 30, 2024

November 30, 2023

For the three months ended

statutory tax rate

Foreign income not registered in the U.S.

PRC profit tax rate

2 unchanged sentences

FINGERMOTION, INC.

Nine months ended November 30, 2024

Notes to the Condensed Consolidated Financial Statements

Three months ended May 31, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

Note 13 – Income Taxes (continued)

At November 30, 2024 and February 29, 2024, the

Company has a deferred tax asset of $ 2,893,532 and $ 939,380 , resulting from certain net operating losses in U.S., respectively.

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

losses are available.

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

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 November 30, 2024

and February 29, 2024, the valuation allowance was $ 2,893,532 and $ 939,380 , respectively.

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.

At May 31, 2025 and February 28,

2025, the valuation allowances were $ 3,513,338 and $ 3,188,969 , respectively.

The significant components of the Company’s deferred tax account

balances are as follows:

Schedule of deferred tax assets and liabilities

November 30, 2024

February 28, 2025

Deferred tax asset from operating losses carry-forwards

Deferred tax assets

Net operating losses carry forward

Accruals and reserves

Lease liability

Total deferred tax assets

Valuation allowance

( 3,513,338 )

Deferred tax asset, net

( 3,188,969 )

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 - shareholders

FINGERMOTION, INC.

Three months ended May 31, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

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.

Liew Yow Ming (the

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

to the Borrower for working capital purposes.

Liew Yow Ming (the “Lender”)

whereby the Lender agreed to advance a short-term loan facility of SGD$370,000 (the “Loan”) to the Borrower for working capital

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.

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 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 month .

On July 18, 2024, the Company’s wholly owned

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

Liew Yow Ming (the

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

to the Borrower for working capital purposes.

Liew 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 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 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 month.

FINGERMOTION, INC.

Nine months ended November 30, 2024

Notes to the Condensed Consolidated Financial Statements

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 thereof.

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 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 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 month.

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

and SGD$250,000.

Note 16 - Subsequent Events

On December 3, 2024,

following the resignation of Mr.

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,

the Company and Univest Securities, LLC mutually agreed to terminate the At-the-Market Issuance Sales Agreement, dated September 11, 2023,

between the Company and Univest, effective December 16, 2024.

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.

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 the Company and the Purchasers, and customary indemnification rights and obligations of the parties.

In addition, 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 future equity financings of the Company up to a participation rate of a

maximum of 40% of such offering.

The Company has 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, the Company has 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 the Company is entitled to proceed with an “at-the-market offering” after the expiry of the initial 60 day period following

Certain directors, officers and 10% stockholders of the Company 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 the Company for a period of 60 days, subject to

certain customary exceptions.

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.

Placement Agent Warrant includes adjustment provisions equivalent to the adjustment provisions provided to the Purchasers under the Common

Warrants, as described above.

In addition, the Company has 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 (the “ Registration Statement ”).

The Company 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.

The Company received net proceeds of approximately

$ 4.44 million from the Offering, after deducting the estimated offering expenses payable by the Company, including the fees and expenses

of the Placement Agent.

Except for the above, the Company has determined

that it does not have any material subsequent events to disclose in these consolidated financial statements.

that it does not have any other material subsequent events to disclose in these consolidated financial statements.

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

What changed 10-Q

Item 1. Financial Statements