What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-07-15 compared with 2025-01-14 · 409 added, 584 removed, 419 unchanged (70% of the section changed)

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set forth in reports and other documents we have filed with or furnished to the SEC and, including, without limitation, this Quarterly

Report on Form 10-Q for the nine months ended November 30, 2024, and our Annual Report on Form 10-K for the fiscal year ended February

Report on Form 10-Q for the three months ended May 31, 2025, and our Annual Report on Form 10-K for the fiscal year ended February 28,

2025, including the consolidated financial statements and related notes contained therein.

These factors, or any one of them, may

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

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

ended February 29, 2024, and Item 1A - Risk Factors, under Part II - Other Information of this Quarterly Report.

These factors, or any one of them, may cause

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

Refer to “Cautionary

Note Regarding Forward-looking Statements” as disclosed in our Annual Report on Form 10-K for the fiscal year ended February 28,

2025, and Item 1A - Risk Factors, under Part II - Other Information of this Quarterly Report.

This MD&A is focused on material changes in

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

for the three and nine months ended November 30, 2024, and should be read in conjunction with Item 7, Management’s Discussion and

Analysis of Financial Condition and Results of Operations as contained in our Annual Report on Form 10-K for the fiscal year ended February

our financial condition from February 28, 2025, our most recently completed year end, to May 31, 2025, and our results of operations for

the three months ended May 31, 2025, and should be read in conjunction with Item 7, Management’s Discussion and Analysis of Financial

Condition and Results of Operations as contained in our Annual Report on Form 10-K for the fiscal year ended February 28, 2025.

Corporate Information

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111 Somerset Road, Level 3, Singapore 238164, and our telephone number is (347) 349-5339.

We are a holding company incorporated in Delaware

and not an operating company incorporated in the People’s Republic of China (the “ PRC ” or “ China ”).

As a holding company, we conduct a significant part of our operations through our subsidiaries and through the VIE Agreements with the

VIE based in China.

As described above, our Company has been organized

as a holding company and conducts a significant part of our operations through our subsidiaries and through the VIE Agreements entered

into between JiuGe Management and JiuGe Technology, a VIE based in China, which is owned by Ms.

Li Li who, in addition to being the sole

shareholder, is also the legal representative and general manager.

We indirectly own 100% of the equity in JiuGe Management, a wholly

foreign owned enterprise (“ WFOE ”), which through the VIE Agreements provides us with operational control over JiuGe

The VIE Agreements have not been tested in court.

As a result of our use of the VIE structure, you may never directly hold

equity interests in the VIE.

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

As described in more detail below, under the subheading

“VIE Agreements,” we fund the registered capital and operating expenses of the VIE by extending loans to Ms.

Li Li, the sole

shareholder of the VIE, for the purpose of funding the capital contribution of the subscribed capital of the VIE.

The VIE Agreements governing

the relationship between the VIE and our WFOE enable us to (i) direct the activities of the VIE that most significantly impact the VIE’s

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

at any time, all or part of the equity interests in and/or assets of the VIE to the extent permitted by Chinese laws.

As a result of the

VIE Agreements, the Company is considered the primary beneficiary of the VIE for accounting purposes and is able to consolidate the financial

results of the VIE in its consolidated financial statements in accordance with U.S.

The following diagram depicts our corporate structure:

Our holding company structure presents unique

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

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

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

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However, as of March 31, 2023, pursuant

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

of our securities.

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

(i) data processed in our business does not have a bearing on national security and thus may not be classified as core or important

data by the authorities;

(ii) we do not possess a large amount of personal information in our business operations.

In addition, we are

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

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

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

Currently, these statements and regulatory

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

to the Overseas Listing Trial Measures promulgated by the CSRC, we will be required to make filings with the CSRC with respect to any

new overseas offering of our securities.

Generally, we understand that, for these purposes, the filing requirement would apply in respect

of securities that are offered in a public overseas offering, and likely to securities that, having been offered in a private overseas

offering, become eligible for resale to the public.

The business of our subsidiaries and the VIE until

now are not subject to cybersecurity review with the CAC, given that:

(i) data processed in our business does not have a bearing on national

security and thus may not be classified as core or important data by the authorities;

and (ii) we do not possess a large amount of personal

information in our business operations.

In addition, we are not subject to merger control review by China’s anti-monopoly enforcement

agency due to the level of our revenues which provided from us and audited by our auditor and the fact that we currently do not expect

to propose or implement any acquisition of control of, or decisive influence over, any company with revenues within China of more than

RMB400 million.

Currently, these statements and regulatory actions have had no impact on our daily business operations, the ability to

accept foreign investments and list our securities on an U.S.

or other foreign exchange.

However, since these statements and regulatory actions, including the Overseas Listing Trial Measures, are

new, it is uncertain what potential impact such modified or new laws and regulations will have on our daily business operation, the ability

to accept foreign investments and list our securities on an U.S.

However, since these statements and regulatory

actions, including the Overseas Listing Trial Measures, are fairly new, it is uncertain what potential impact such modified or new laws

and regulations will have on our daily business operation, the ability to accept foreign investments and list our securities on an U.S.

or other foreign exchange.

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

from the CSRC except that as of March 31, 2023 we will be required to file with the CSRC with respect to a new offering of our securities,

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

from the CSRC except that as of March 31, 2023 we may have to file with the CSRC with respect to a new offering of our securities, (ii)

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

by any PRC authority.

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

To address challenges resulting from laws, policies

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

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

We own 100% of the equity of a WFOE,

Shanghai JiuGe Business Management Co., Ltd.

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

VIE, which is owned by Ms.

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

The VIE Agreements

have not been tested in court.

As a result of our use of the VIE structure, you may never directly hold equity interests in the VIE.

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

the registered capital and operating expenses of the VIE by extending loans to the shareholders of the VIE.

The VIE Agreements governing

the relationship between the VIE and our WFOE enable us to (i) direct the activities of the VIE that most significantly impact the VIE’s

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

at any time, all or part of the equity interests in and/or assets of the VIE to the extent permitted by Chinese laws.

As a result of the

VIE Agreements, the Company is considered the primary beneficiary of the VIE for accounting purposes and is able to consolidate the financial

results of the VIE in its consolidated financial statements in accordance with U.S.

As a result, investors in our Common

Shares are not purchasing an equity interest in the VIE but instead are purchasing equity interest in FingerMotion, Inc., a Delaware holding

Share Exchange Agreement

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that certain Share Exchange Agreement (the “ Share Exchange Agreement ”) by and among the Company, Finger Motion Company

Limited, a Hong Kong corporation (“ FMCL ”) and certain shareholders of FMCL (the “ FMCL Shareholders ”).

FMCL, a Hong Kong corporation, was formed on April 6, 2016, and is an information technology company that specializes in operating and

publishing mobile games.

Pursuant to the Share Exchange Agreement, the Company agreed to exchange the outstanding equity stock of FMCL

held by the FMCL Shareholders for shares of common stock of the Company.

On the closing date of the Share Exchange Agreement, the Company

issued 12,000,000 shares of common stock to the FMCL shareholders.

In addition, the Company issued 600,000 shares to consultants in connection

with the transactions contemplated by the Share Exchange Agreement, and 2,562,500 additional shares to accredited investors, which was

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

Limited (“ FMCL ”) and certain shareholders of FMCL (the “ FMCL Shareholders ”).

FMCL, a Hong Kong corporation,

was formed on April 6, 2016 and is an information technology company that then specialized in operating and publishing mobile games.

to the Share Exchange Agreement, the Company agreed to exchange the outstanding equity stock of FMCL held by the FMCL Shareholders for

shares of common stock of the Company.

On the closing date of the Share Exchange Agreement, the Company issued 12,000,000 shares of common

stock to the FMCL shareholders.

In addition, the Company issued 600,000 shares to consultants in connection with the transactions contemplated

by the Share Exchange Agreement, and 2,562,500 additional shares to accredited investors, which was a concurrent financing but not a condition

of closing the Share Exchange Agreement.

As a result of the Share Exchange Agreement and

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

The Company operates its video game

division through FMCL.

However, in June 2018, the Company decided to pause the operation of the game division as it saw the opportunity

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

At that time, FMCL continued operations

as the Company’s video game division.

However, in June 2018, the Company decided to pause the operation of the game division as

it saw the opportunity in the telecommunication business and have since refocused into this business.

This description of the Share Exchange Agreement

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On October 16, 2018, the Company, through its

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

(“ JiuGe Management ”), entered into a

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

Information Technology Co., Ltd.

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

The use of VIE

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

or forbidden by the PRC government.

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

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

indirect wholly-owned WFOE, JiuGe Management, entered into the VIE Agreements pursuant to which JiuGe Technology became our contractually

controlled affiliate.

The use of VIE agreements is 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 Technology.

We operate our mobile payment platform business through JiuGe Technology.

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(iii) assisting the VIE in collecting technical and commercial information and conducting market surveys;

(iv) assisting the VIE in procuring business opportunities to obtain contracts awarded by the telecom carries in China and maintaining the commercial relationship with the telecom carries;

(iv) assisting the VIE in procuring business opportunities to obtain contracts awarded by the telecom carries in China and maintaining the commercial relationship with the telecom carriers;

(v) introducing clients to the VIE and assisting the VIE in developing commercial and cooperative relationship with the clients;

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This agreement ensures that the WFOE and investors will be able to legally obtain the profits of the VIE, and transfer them to the WFOE more conveniently in the form of “service fee”;

a loan agreement through which JiuGe Management grants a loan to the Legal Representative of JiuGe Technology for the purpose of capital contribution (the “ JiuGe Technology Loan Agreement ”).

This agreement was duly signed between the WFOE and Ms.

Under this agreement, the WFOE loaned RMB 10,000,000 to Ms.

Li Li, as the sole shareholder of the VIE, solely for the purpose of the capital contribution of the subscribed capital of the VIE.

a loan agreement through which JiuGe Management grants loans to Ms.

Li Li, as the sole shareholder of JiuGe Technology for the purpose of capital contribution (the “ JiuGe Technology Loan Agreement ”).

Under this agreement, JiuGe Management loaned RMB 10,000,000 to Ms.

Li Li, as the sole shareholder of the VIE, solely for the purpose of funding the capital contribution of the subscribed capital of the VIE.

The loan amount has now been increased to RMB50,000,000.

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Li Li’s obligations under the JiuGe Technology Loan Agreement, Ms.

Li Li pledged 100% equity interests in the VIE, representing the entire registered capital of the VIE, by way of first-ranking security to the WFOE.

Li Li pledged 100% equity interests in JiuGe Technology, representing the entire registered capital of the VIE, by way of first-ranking security to the WFOE.

This agreement could constrain Ms.

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(h) pay, make or declare any dividend, charge, fee or other distribution of any kind;

(i) incure, create or permit to subsist or have any outstanding financial indebtedness;

(i) incur, create or permit to subsist or have any outstanding financial indebtedness;

(j) enter into any agreements that conflict with the JiuGe Technology Call Option Agreement;

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However, the VIE Agreements have never been challenged or recognized in court for the time being, and the PRC government may determine

that the VIE Agreements are not in compliance with applicable PRC laws, rules and regulations compared with direct ownership, there may

that the VIE Agreements are not in compliance with applicable PRC laws, rules and regulations compared with direct ownership, they may

be less effective in controlling through the VIE structure.

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This description of the VIE Agreements discussed

above do not purport to be complete and are qualified in their entirety by reference to the terms of the VIE Agreements, which were filed

as exhibits to our Current Report on Form 8-K filed with the SEC on December 27, 2018 and are incorporated by reference herein.

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

with the SEC on January 5, 2023, and is incorporated by reference herein.

Acquisition of Beijing Technology

On March 7, 2019, the Company through JiuGe Technology

acquired Beijing Technology, a company in the business of providing mass SMS text services to businesses looking to communicate with large

numbers of their customers and prospective customers.

Through Beijing Technology, the Company entered into the business of mass SMS text

message service as a compliment to its mobile payment and recharge business.

The mass SMS text message service offers bulk SMS services

to end consumers with competitive pricing.

Currently, the Company’s SMS integrated platform is processing more than 150 million

SMS text messages per month.

Beijing Technology retains a license from the Ministry of Industry and Information Technology (“ MIIT ”)

to operate SMS and MMS business in the PRC.

Similar to the mobile recharge business, Beijing Technology is required to make a deposit

or bulk purchase in advance and has secured business customers that will utilize Beijing Technology’s SMS integrated platform to

send bulk SMS text messages monthly.

Beijing Technology has the capability to manage and track the entire process, including to assist

the Company’s clients to fulfil the government guidelines, until the SMS messages have been delivered successfully.

above does not purport to be complete and are qualified in their entirety by reference to the terms of the VIE Agreements, which were

filed as exhibits to our Current Report on Form 8-K filed with the SEC on December 27, 2018 and are incorporated by reference herein.

The English translation version of the JiuGe Technology Share Pledge Agreement was filed as Exhibit 10.6 to our Form S-1/A (Amendment

1) filed with the SEC on January 5, 2023, and is incorporated by reference herein.

Acquisition of Operational Control of Beijing

On March 7, 2019, the Company acting through JiuGe

Technology acquired operational control of Beijing Technology, a company in the business of providing mass SMS text services to businesses

looking to communicate with large numbers of their customers and prospective customers.

Through Beijing Technology, the Company entered

into the business of mass SMS text message service as a compliment to its mobile payment and recharge business.

The mass SMS text message

service offers bulk SMS services to end consumers with competitive pricing.

Currently, the Company’s SMS integrated platform is

processing more than 150 million SMS text messages per month.

Beijing Technology retains a license from the Ministry of Industry and Information

Technology (“ MIIT ”) to operate SMS and MMS business in the PRC.

Similar to the mobile recharge business, Beijing Technology

is required to make a deposit or bulk purchase in advance and has secured business customers that will utilize Beijing Technology’s

SMS integrated platform to send bulk SMS text messages monthly.

Beijing Technology has the capability to manage and track the entire process,

including to assist the Company’s clients to fulfil the government guidelines, until the SMS messages have been delivered successfully.

China Unicom Cooperation Agreement

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as an exhibit to our Current Report on Form 8-K filed with the SEC on November 9, 2019 and is incorporated by reference herein.

In January 2022, Shanghai TengLian JiuJiu Information

Communication Technology Co., Ltd.

(“ TengLian ”) (a 99% owned subsidiary of Shanghai JiuGe Information Technology Co.,

Ltd.) signed a co-operation agreement with China Unicom to launch the Device Protection program for mobile phones and the new 5G phones.

In January 2022, TengLian (a 99% owned subsidiary

of JiuGe Technology) signed a co-operation agreement with China Unicom to launch the Device Protection program for mobile phones and the

new 5G phones.

Intercorporate Relationships

The following is a list of all of our subsidiaries

and the corresponding date of jurisdiction of incorporation or organization and the ownership interest of each entity.

and the corresponding date of jurisdiction of incorporation or organization and the ownership interest of each.

All of our subsidiaries

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Name of Entity

Place of Incorporation / Formation

Place of Incorporation /

Ownership Interest

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Contractually controlled

Zhejiang ChangXin Communication Equipment Co., Ltd.

Contractually controlled

Shanghai XiaoYi Bin Tong Technology Co., Ltd.

Contractually controlled

Finger Motion Company Limited is a wholly-owned subsidiary of FingerMotion, Inc.

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Finger Motion (CN) Limited is a wholly-owned subsidiary of Finger Motion (CN) Global Limited.

Shanghai JiuGe Business Management Co., Ltd.

is a wholly-owned subsidiary of Finger Motion (CN) Limited.

Shanghai JiuGe Information Technology Co., Ltd.

is a variable interest entity that is contractually controlled by Shanghai JiuGe Business Management Co., Ltd.

Shanghai JiuGe Business Management Co., Ltd., sometimes referred to in this Quarterly Report as “the WFOE”, is a wholly-owned subsidiary of Finger Motion (CN) Limited.

Shanghai JiuGe Information Technology Co., Ltd., sometimes referred to in this Quarterly Report as “the VIE”, is a variable interest entity that is contractually controlled by Shanghai JiuGe Business Management Co., Ltd.

Beijing XunLian TianXia Technology Co., Ltd.

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

Zhejiang ChangXin Communication Equipment Co., Ltd.

is a 70% owned subsidiary of Shanghai KeShunXiang Automobile Service Co., Ltd.

Shanghai XiaoYi Bin Tong Technology Co., Ltd.

is a 80% owned subsidiary of Shanghai JiuGe Information Technology Co., Ltd.

Because we do not directly hold equity interests

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and adverse effect on our business.

As of the date of this periodic report on Form

As of the date of this Quarterly Report on Form

10-Q, we and the VIE are not required to seek permissions from the CSRC, the CAC, or any other entity that is required to approve of the

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incorporated in Delaware, USA, with its head office located at 111 Somerset Road, Level 3, Singapore 238164.

The Company operates the

following lines of business:

As described elsewhere in

this Quarterly Report, our Company has been organized as a holding company and conducts a significant part of our operations through our

subsidiaries and through contractual arrangements with JiuGe Technology, a VIE based in China.

The Company operates the following lines of business:

(i) Telecommunications Products and Services;

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

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

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

(ii) Value Added Products and Services (iii) Short Message Services (“ SMS ”)

and Multimedia Messaging Services (“ MMS ”);

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

(v) Big Data Insights;

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We conduct our mobile payment business through

JiuGe Technology, our contractually controlled affiliate through the entry into the VIE Agreements in October 2018.

In the first half

of 2018, JiuGe Technology secured contracts with China Unicom and China Mobile to distribute mobile data for businesses and corporations

in nine provinces/municipalities, namely Chengdu, Jiangxi, Jiangsu, Chongqing, Shanghai, Zhuhai, Zhejiang, Shaanxi, Inner Mongolia, Henan

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

In May 2021, JiuGe Technology signed a volume-based agreement with China Mobile Fujian to offer recharge services to the Fujian

province which we have launched and commercialized in November 2021.

JiuGe Technology, our VIE.

In the first half of 2018, JiuGe Technology secured contracts with China Unicom and China Mobile to distribute

mobile data for businesses and corporations in nine provinces/municipalities, namely Chengdu, Jiangxi, Jiangsu, Chongqing, Shanghai, Zhuhai,

Zhejiang, Shaanxi, Inner Mongolia, Henan and Fujian.

In September 2018, JiuGe Technology launched and commercialized mobile payment and

recharge services to businesses for China Unicom.

In May 2021, JiuGe Technology signed a volume-based agreement with China Mobile Fujian

to offer recharge services to the Fujian province which we have launched and commercialized in November 2021.

The JiuGe Technology mobile payment and recharge

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and services, including data plans, subscription plans, mobile phones, and loyalty points redemption, directly to subscribers or customers

of the e-commerce companies, such as PinDuoDuo (“ PDD ”), TMall (“ TMALL ”) and JD.Com.

is planning to further expand its universal exchange platform by setting up B2C stores on several other major e-commerce platforms in

In addition to that, we have been assigned as one of China’s Mobile’s loyalty redemption partner where we will be providing

the services for their customers via our platform.

of the e-commerce companies, such as PinDuoDuo.com, TMall.com and JD.Com.

The Company is planning to further expand its universal exchange

platform by setting up B2C stores on several other major e-commerce platforms in China.

In addition, we have been designated as one of

China’s Mobile’s loyalty redemption partners, which allows us to provide such services for their customers via our platform.

Additionally, as previously disclosed, on July

7, 2019, JiuGe Technology, our contractually controlled affiliate, entered into that certain Cooperation Agreement with China Unicom Yunnan,

whereby JiuGe Technology is responsible for constructing and operating China Unicom’s electronic sales platform through which consumers

can purchase various goods and services from China Unicom, including mobile telephones, mobile telephone service, broadband data services,

terminals, “smart” devices and related financial insurance.

The Cooperation Agreement provides that JiuGe Technology is required

to construct and operate the platform’s webpage in accordance with China Unicom’s specifications and policies, and applicable

law, and bear all expenses in connection therewith.

As consideration for the service JiuGe Technology provides under the Cooperation Agreement,

it receives a percentage of the revenue received from all sales it processes for China Unicom on the platform.

The Cooperation Agreement

expires three years from the date of its signature with a yearly auto-renewal clause, which is currently in an auto-renewal period, but

it may be terminated by (i) JiuGe Technology upon three months’ written notice or (ii) by China Unicom unilaterally.

7, 2019, JiuGe Technology, our VIE, entered into that certain Cooperation Agreement with China Unicom Yunnan, whereby JiuGe Technology

is responsible for constructing and operating China Unicom’s electronic sales platform through which consumers can purchase various

goods and services from China Unicom, including mobile telephones, mobile telephone service, broadband data services, terminals, “smart”

devices and related financial insurance.

The Cooperation Agreement provides that JiuGe Technology is required to construct and operate

the platform’s webpage in accordance with China Unicom’s specifications and policies, and applicable law, and bear all expenses

in connection therewith.

As consideration for the service JiuGe Technology provides under the Cooperation Agreement, it receives a percentage

of the revenue received from all sales it processes for China Unicom on the platform.

The Cooperation Agreement expires three years from

the date of its signature with a yearly auto-renewal clause, which is currently in an auto-renewal period, but it may be terminated by

(i) JiuGe Technology upon three months’ written notice or (ii) by China Unicom unilaterally.

During the recent fiscal year, the Company expanded

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In February 2022, our

contractually controlled subsidiary, JiuGe Technology, through its 99% own subsidiary TengLian signed an agreement with both China Unicom

and China Mobile to co-operate to roll out the Mobile Device Protection product which is incorporated into the Telecommunication subscription

plans in line with their roll out of new mobile phones and new 5G phones.

In mid-July 2022, we launched the roll out of the Mobile Device

protection product with the roll out of the new mobile phones and 5G phones.

Complementing our hardware protection services, we have introduced

cloud services designed to offer corporate customers robust data storage, processing capabilities, and databases accessible via the internet.

contractually controlled subsidiary, JiuGe Technology, through its 99% own subsidiary Shanghai TengLian JiuJiu Information Communication

Technology Co., Ltd.

signed an agreement with both China Unicom and China Mobile to co-operate in the introduction of the Mobile Device

Protection product which is incorporated into the Telecommunication subscription plans in line with their roll out of new mobile phones

and new 5G phones.

In mid-July 2022, we launched the Mobile Device protection product with the roll out of the new mobile phones and 5G

Complementing our hardware protection services, we have introduced cloud services designed to offer corporate customers robust

data storage, processing capabilities, and databases accessible via the internet.

SMS and MMS Services

On March 7, 2019, the Company through JiuGe Technology

acquired Beijing Technology Co, a company in the business of providing mass SMS text services to businesses looking to communicate with

large numbers of their customers and prospective customers.

With this acquisition, the Company expanded into a second partnership with

the telecom companies by acquiring bulk SMS and MMS bundles at reduced prices and offering bulk SMS services to end consumers with competitive

Beijing Technology retains a license from MIIT to operate the SMS and MMS business in the PRC.

Similar to the mobile payment

and recharge business, Beijing Technology is required to make a deposit or bulk purchase in advance and has secured business customers,

including premium car manufacturers, hotel chains, airlines and e-commerce companies, that utilize Beijing Technology’s SMS integrated

platform to send bulk SMS text messages monthly.

Beijing Technology has the capability to manage and track the entire process, including

guiding the Company’s customer to meet MIIT’s guidelines on messages composed, until the SMS messages have been delivered

successfully.

On March 7, 2019, the Company, acting through

JiuGe Technology, acquired operational control of Beijing XunLian TianXia Technology Co., Ltd.

(“ Beijing Technology ”),

a company in the business of providing mass SMS text services to businesses looking to communicate with large numbers of their customers

and prospective customers.

With this acquisition, the Company expanded into a second partnership with the telecom companies by acquiring

bulk SMS and MMS bundles at reduced prices and offering bulk SMS services to end consumers with competitive pricing.

Beijing Technology

retains a license from MIIT to operate the SMS and MMS business in the PRC.

Similar to the mobile payment and recharge business, Beijing

Technology is required to make a deposit or bulk purchase in advance and has secured business customers, including premium car manufacturers,

hotel chains, airlines and e-commerce companies, that utilize Beijing Technology’s SMS integrated platform to send bulk SMS text

messages monthly.

Beijing Technology has the capability to manage and track the entire process, including guiding the Company’s

customer to meet MIIT’s guidelines on messages composed, until the SMS messages have been delivered successfully.

Rich Communication Services

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may introduce to user interactions with existing services.

These discussions seek to ensure that all stakeholders’ concerns are

addressed comprehensively.

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

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

The discussion seeks to ensure that all stakeholders’ concerns are addressed

comprehensively.

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

service offerings and an expansion of our market reach.

Big Data Insights

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within the insurance, healthcare, and financial services industries.

The Company applies its vast experience in the insurance and financial

services industry and capabilities in technology and data analytics to develop revolutionary solutions targeted towards insurance and

financial consumers.

Integrating diverse publicly available information, insurance and financial based data with technology and finally

registering them into the FingerMotion telecommunications and insurance ecosystem, the Company would be able to provide functional insights

and facilitate the transformation of key components of the insurance value chain, including driving more effective and efficient underwriting,

enabling fraud evaluation and management, empowering channel expansion and market penetration through novel product innovation, and more.

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

The Company, acting primarily through its indirect wholly-owned subsidiary,

Finger Motion Financial Company Limited (“ FMFC ”) applies its vast experience in the insurance and financial services

industry and capabilities in technology and data analytics to develop revolutionary solutions targeted towards insurance and financial

Integrating diverse publicly available information, insurance and financial based data with technology and finally registering

them into the FingerMotion telecommunications and insurance ecosystem, the Company would be able to provide functional insights and facilitate

the transformation of key components of the insurance value chain, including driving more effective and efficient underwriting, enabling

fraud evaluation and management, empowering channel expansion and market penetration through novel product innovation, and more.

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

The Company’s proprietary risk assessment

6 unchanged sentences

accurate risk assessments, more efficient processes, and a more delightful user experience.

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

wholly owned subsidiary, Finger Motion Financial Company Limited’s, big data analytic arm branded “Sapientus,” entered

into a services agreement with Pacific Life Re, a global life reinsurer serving the insurance industry with a comprehensive suite of products

and services.

In December 2021, the Company through JiuGe Technology

formed a collaborative research alliance with Munich Re in extending behavioral analytics to enhance understanding of morbidity and behavioral

patterns in China market, with the goal of creating value for both insurers and the end insurance consumers through better technology,

product offerings and customer experience.

On or around January 25, 2021, FMFC entered into

a Sapientus services agreement with Pacific Life Re, a global life reinsurer serving the insurance industry with a comprehensive suite

of products and services.

In December 2021, the Company acting through JiuGe

Technology, formed a collaborative research alliance with Munich Re in extending behavioral analytics to enhance understanding of morbidity

and behavioral patterns in China market, with the goal of creating value for both insurers and the end insurance consumers through better

technology, product offerings and customer experience.

Building on these capabilities, the Company signed

an agreement with PT Mach Wireless Teknologi to introduce its AI-powered insurance risk rating platform in Indonesia.

The platform applies

proprietary machine learning and risk analytics to support motor, health, and life insurance underwriting, adapted to local infrastructure

and regulations.

This arrangement aims to advance the telco-insurance ecosystem by fostering collaboration between telecom operators,

insurers, and local digital service providers.

Our Video Game Division

3 unchanged sentences

users to download games rather than visiting retailers.

Video game publishers are expanding their direct-to-consumer channels with mobile

gaming, the current growth leader, and eSports and virtual reality gaining momentum as the Company’s Board of Directors decided

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

While publishers are expanding their direct-to-consumer models through mobile

gaming, eSports and virtual, the Company has exited the video game business and re-directed its resources towards new business opportunities

in China, particularly the mobile phone payment and data business.

Smart Mobility Solution

FingerMotion’s Advanced Mobile Integrated

Command and Communication Platform (the “ C2 Platform ”), saw considerable advancements during the fiscal year ended

February 28, 2025.

Designed to support mission-critical mobile communications for public safety agencies, emergency response teams, and

industrial sectors, the C2 Platform is built on FingerMotion’s telecommunications infrastructure, leveraging 5G connectivity and

cloud-based technology to offer real-time data sharing, geospatial mapping, and situational awareness.

During the fiscal year ended February 28, 2025,

we expanded the deployment of the C2 Platform into pilot regions, establishing partnerships with automotive manufacturers and industrial

These partnerships enabled us to showcase the platform's capabilities, including mobile video feeds, real-time GPS tracking,

and AI-driven analytics for improving public safety operations.

Our C2 Platform is positioned to serve both public sector agencies and

private sector enterprises in high-risk areas such as disaster management, fleet operations, and emergency response missions.

We expect these deployments to scale up during

the fiscal year ending February 28, 2026, with further geographic expansion planned for key markets in China.

These developments are expected

to drive revenue growth from enterprise sales, government contracts, and strategic partnerships.

DaGe Platform

The DaGe platform, FingerMotion’s integrated

marketplace for automotive products and services, continued its expansion in the fiscal year ended February 28, 2025.

The platform offers

a range of services, such as vehicle maintenance, repair, tire replacement, and EV charging, catering to the growing EV market.

increasing adoption of EVs, the demand for EV charging stations and related services has been a significant growth driver for DaGe.

During the fiscal year ended February 28, 2025,

we expanded our network of service providers, onboarded additional automotive maintenance providers, and onboarded more EV charging stations

into the platform.

We also enhanced user experience by offering location-based, proximity recommendations, real-time pricing, and seamless

transaction processing, all within the mobile app.

The increase in user engagement on the DaGe platform resulted in higher transaction

volumes, which directly contributed to revenue growth in this segment.

Additionally, we leveraged our existing telecommunications

infrastructure to expand the platform’s reach, capitalizing on cross-promotion opportunities within our mobile services business.

The introduction of loyalty programs and seasonal promotions helped retain users and drive repeat business, further strengthening the

platform’s position in the market.

As we look ahead, we plan to continue expanding DaGe’s offerings by targeting new markets

and forming strategic partnerships with both local and national service providers.

Building on the momentum from the previous fiscal

year, the DaGe platform continued to evolve during the three months ended May 31, 2025.

We focused on strengthening relationships with

service providers, enhancing user experience, and selectively expanding coverage across key regions.

Ongoing efforts to refine platform

functionality and deepen user engagement are aligned with our broader strategy to scale DaGe’s presence in the automotive services

and EV ecosystem.

We also continued to leverage synergies with our telecommunications business to support user acquisition and platform

Recent Developments

On September 10, 2024,

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

On November 29, 2024,

Michael Chan resigned as a director of the Company.

On June 5, 2025, our subsidiary, JiuGe Technology,

entered into a strategic collaborationarrangement with Zhejiang Jincheng Automotive Group Co., Ltd.

The arrangement sets the framework

for joint efforts in integrating FingerMotion’s C2 Platform into a new generation of emergency response vehicles.

The collaboration

will focus on technical integration, hardware adaptation, and business model development to serve enterprise and government customers

in the emergency response market.

On June 12, 2025, JiuGe Technology also entered

into a strategic collaboration arrangement with Qingling Motors Co., Ltd., a leading Chinese automotive manufacturer.

This partnership

aims to co-develop next-generation intelligent vehicle solutions based on FingerMotion’s C2 Platform to deliver smarter, more responsive

technologies for high-demand sectors such as emergency services and smart logistics.

The collaboration covers system development, IP protection,

and potential commercial deployment.

Results of Operations

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

Ended November 30, 2023

Three Months Ended May 31, 2025 Compared to Three Months Ended

The following table sets forth our results of

1 unchanged sentence

For the three months ended

November 30, 2024

November 30, 2023

Cost of revenue

15 unchanged sentences

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

three lines of business for the periods indicated:

lines of business for the periods indicated:

For the three months ended

November 30, 2024

November 30, 2023

Telecommunication Products & Services

SMS & MMS Business

DaGe Platform

Command & Communication

1 unchanged sentence

We recorded $8,458,743 in revenue for the three

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

This increase

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

respectively;

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

We principally earn revenue by providing mobile payment

and recharge services to customers of telecommunications companies in China.

Specifically, we earn a negotiated rebate amount from the

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

For the three months ended November

30, 2024, revenue contribution came mainly from the Telecommunication Products & Services segment.

In shifting focus to our Big Data

business since FY2021, we forged an alliance and collaborative partnerships with two key reinsurance companies, Pacific Life Re and Munich

Re, which enabled us to develop a holistic multi-faceted risk rating concept, leveraging the Company’s proprietary approach to analytics

by drawing data from novel sources and filtering them through advance algorithms with the ultimate goal of applying new insights generated

from our predictive model to the traditional insurance industry and extending behavioral analytics to enhance understanding of morbidity

and behavioral patterns in the Chinese market.

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

advancements, improving product offerings, and enhancing customer experiences.

After successfully executing joint initiatives with Munich

Re, we are now actively working on promoting our data capabilities to customers.

months ended May 31, 2025, an increase of $84,760 or 1%, compared to the three months ended May 31, 2024.

This increase resulted from

increases in revenue of $10,475, $109,241 and $27,310 from our DaGe Platform, Command & Communication and Big Data, respectively,

offset by decrease in revenue of $62,266 from our Telecommunication Products & Services.

We principally earn revenue by providing mobile

payment and recharge services to customers of telecommunications companies in China.

Specifically, we earn a negotiated rebate amount

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

For the three months ended

May 31, 2025, our revenue remained primarily driven by our Telecommunication Products & Services segment, which contributed $8.31

million, representing 98% of total revenue.

Although this segment recorded a slight year-over-year decrease of 1%, it continues to be

the core contributor to our overall performance.

The DaGe Platform, launched in 2024, continue

to gain early momentum, generating $10,938 in revenue compared to $463 in the same period last year.

While still in its development phase,

the platform represents a strategic entry into the car services market, including offerings such as car wash, maintenance, and EV charging.

Initial revenue reflects growing user engagements, and we anticipate stronger contributions in future periods as we expand services and

deepen integration with EV charging networks.

The Command and Communication segment generated

$109,241 in revenue during the quarter, reflecting continued progress in deploying our emergency response and communication services.

This business supports our long-term diversification strategy and reinforces our commitment to scalable public safety solutions.

The Big Data segment generated revenue of $27,310

during the quarter.

During this period, we continued to advance our AI-driven analytics initiatives under the Sapientus brand, with a

focus on developing an insurance analytics platform and a broader AI-powered ecosystem.

These initiatives include the rollout of intelligent

customer profiling tools, AI chatbots, and web-based financial literacy platform aimed at supporting insurance and telco partners.

are progressing from system design and testing toward commercial deployment, targeting future revenue streams through platform subscriptions,

consulting services, and data-enable product distribution across Southeast Asia.

Cost of Revenue

2 unchanged sentences

For the three months ended

November 30, 2024

November 30, 2023

Telecommunication Products & Services

SMS & MMS Business

DaGe Platform

Command & Communication

1 unchanged sentence

We recorded $8,306,222 in costs of revenue for

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

As previously

mentioned, we principally earn revenue by providing mobile payment and recharge services to customers of telecommunications companies,

subscription plans and mobile phone sales in China.

To earn this revenue, we incur cost of the product, certain customer acquisition costs,

including discounts to our customers and promotional expenses, which is reflected in our cost of revenue.

Our gross profit for the three months ended November

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

The decrease in gross profit

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

the prior period.

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

the three months ended May 31, 2025, an increase of $614,128 or 8%, compared to the three months ended May 31, 2024.

As previously mentioned,

we principally earn revenue by providing mobile payment and recharge services to customers of telecommunications companies, subscription

plans and mobile phone sales in China.

To earn this revenue, we incur cost of the product, certain customer acquisition costs, including

discounts, promotion and marketing initiatives aimed at user growth and partner engagement, particularly in our emerging segments which

are reflected in our cost of revenue.

Our gross profit for the three months ended May

31, 2025 was $152,521, a decrease of $529,368 or 78%, compared to the three months ended May 31, 2024.

The decline was primarily attributable

to the lower margin product mix in the Telecommunication Product & Services segment during the period.

In addition, initial ramp-up

costs in our emerging segments particularly the DaGe Platform and Command and Communication business contributed to overall margin compression

as these businesses are still in the early stages of development and have yet to achieve scale efficiencies.

Amortization & Depreciation

We recorded depreciation of $10,553 for fixed

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

assets for the three months ended May 31, 2025, a decrease of $1,461 or 12%, compared to the three months ended May 31, 2024.

General & Administrative Expenses

2 unchanged sentences

For the three months ended

November 30, 2024

November 30, 2023

Entertainment

3 unchanged sentences

We recorded $1,510,426 in general and administrative

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

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

include, but are not limited to, regulatory filings, professional services fees, ongoing funding activities, and other costs associated

with adhering to both domestic and international operational standards and requirements.

expenses for the three months ended May 31, 2025, decrease of $371,351 or 20%, compared to the three months ended May 31, 2024.

was primarily due to lower technical fee, entertainment, and other miscellaneous expenses compared to the prior year.

General and administrative

expenses consist of personnel related costs, professional and accounting services, and general office and operational expenses necessary

to support our business growth and regulatory compliance.

These expenses include ongoing costs associated with corporate governance, audit

and regulatory filings, consulting and advisory services, and operational support across our business segment.

Marketing Cost

2 unchanged sentences

For the three months ended

November 30, 2024

November 30, 2023

Marketing Cost

We recorded $12,106 in marketing cost for the

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

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

three months ended May 31, 2025, being a decrease of $50,418 or 81%, compared to the three months ended May 31, 2024.

Marketing activities

during the quarter were primarily related to targeted campaigns supporting the continued rollout of our DaGe platform.

Research & Development

2 unchanged sentences

For the three months ended

November 30, 2024

November 30, 2023

Research & Development

We incurred fees of $172,652 in research &

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

of $29,384 or 17% was due to the reduced data access and usage fee charged by telecommunications companies.

Our Insurtech division focuses on consumer behavioral

insights extraction for the purpose of risk assessment.

Insights are mined from a multitude of data sources, harmonized with the objectives

of our various business partners.

The initial phase of business application is to focus on the insurance industry, particularly in the

area of underwriting risk rating, complementary claims adjudication and assessment, and risk segmentation & market penetration.

This division comprises of experienced actuaries,

data scientists, and computer programmers.

The expenses for research & development include

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

Over the course of 2023, Sapientus has made great

strides on several fronts:

market implementation, analytical advancement, and network engagement.

These developments proceed in parallel

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

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

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

Through this pilot adoption, we brought forward both integrative as well as complementary value through injecting new data-driven insights and risk-scoring capabilities into our partner’s system.

We believe this arrangement strategically positions Sapientus for further market recognition and partnership opportunities.

Currently, our rating models are being used by more than 20 major insurance companies, with increasing reach in terms of user base and business coverage as our reinsurer partner continues to actively engage more insurance clients and apply our model results across wider spectrums of product lines including medical and Critical Illness (CI) portfolios.

● Model enhancement through calibration against empirical data -

We have deepened our analytic capabilities in generating risk insights and behavioral understanding through sharpening our proprietary

modelling tools with empirical insurance claims data, in conjunction with our partner’s medical as well as non-medical

underwriting guidelines.

The elevated intelligence of our system could empower our partners with a greater latitude of risk and value

segmentation abilities critical for successful portfolio management.

Strengthening of existing partnerships and broadening into new engagements -We continue to leverage our vast analytical assets and reinvent our capabilities to better serve existing partners as well as recruit new collaboration parties.

As part of our new business and partner acquisition strategy, we have been actively developing and promoting new value propositions, such as offering proprietary analytic tools and insights that facilitate more effective sales profiling and creative product innovations, capturing a wider commercial audience.

Official patent recognition – Over the past four years, Sapientus has been granted eight patents by the National Copyright Administration of China (NCAC) for the abovementioned model algorithms and technological infrastructure as well as insurance-oriented applications, for example, Risk Rating API Design, and Insurance Risk Assessment platform and Insurance Fraud Detection System.

NCAC is the governing body for patent and copyright verification and approval in China.

The Company’s successful applications for these patents validate Sapientus’ continuing innovation in data science and its application in the field of insurance, finance, and beyond, demonstrating the Company’s active participation and contributions to the industry.

It is important to emphasize that our allocation

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

Our steadfast dedication to innovation remains undiminished,

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

Share Compensation Expenses

development for the three months ended May 31, 2025 as compared to $178,993 for the three months ended May 31, 2024 representing a decrease

of $6,341 or 4%.

A substantial portion of the research and development

efforts during the quarter was directed toward our Big Data segment under the Sapientus brand, while preliminary development activities

also began within our Command and Communication segment, which is currently in its initial buildout phase under a strategic joint venture.

The Sapientus division continues to focus on AI-powered

analytics and insurance-related data modelling, supported by a team of actuaries, data scientists, and software engineers.

quarter, we continued to maintain and refine our credit risk assessment platform as part of our broader suite of data-driven solutions.

We also commenced development of a new insurance

platform with integrated AI capabilities, aimed at supporting intelligent risk evaluation, product innovation, and sales enablement.

parallel, we continued to refine our analytics using empirical data and progressed internal efforts to support future capabilities in

portfolio segmentation and data-driven distribution strategies.

The Company also holds registered patents in China covering proprietary

model algorithms and insurance analytics infrastructure.

Looking ahead, we remain focused on expanding

Sapientus beyond China, with an emphasis on scalable and low capital data solutions designed for international markets.

At the same time,

we are progressing the early stage development of our Command & Communication segment under a strategic collaboration, supporting

future opportunities in emergency response and public safety infrastructure.

Research and development remains core to our innovation led

strategy and long term value creation across both analytics and technology-driven services.

Credit Impairment Loss

The following table sets forth the Company’s

share compensation expenses for the periods indicated:

credit impairment loss for the periods indicated:

For the three months ended

November 30, 2024

November 30, 2023

Share compensation expenses

We incurred fees of $179,284 in share issuance

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

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

The increase of $71,071 or 66% was due to the engagement of consultants

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

Operating Expenses

We recorded $2,057,677 in operating expenses for

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

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

Net loss attributable to the Company’s

The net loss attributable to the Company’s

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

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

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

Ended November 30, 2023

The following table sets forth our results of

operations for the periods indicated:

For the nine months ended

November 30, 2024

November 30, 2023

Cost of revenue

$ (23,940,338 )

$ (24,446,325 )

Total operating expenses

$ (6,395,869 )

$ (6,482,894 )

Total other income (expenses)

Net loss attributable to the Company’s shareholders

$ (5,004,934 )

$ (3,343,895 )

Foreign currency translation adjustment

Comprehensive loss attributable to the Company

$ (5,103,319 )

$ (3,615,451 )

Basic Loss Per Share attributable to the Company

Diluted Loss Per Share attributable to the Company

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

three lines of business for the periods indicated:

For the nine months ended

November 30, 2024

November 30, 2023

Telecommunication Products & Services

SMS & MMS Business

Command & Communication

Total Revenue

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

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

This decrease resulted

from increases in revenue of $8,187,808 and $28,868 from our SMS & MMS and Command & Communication businesses, respectively, offset

by decreases in revenue of $10,206,218 and $232,036 from our Telecommunication Products & Services and Big Data businesses, respectively.

We principally earn revenue by providing mobile payment and recharge services to customers of telecommunications companies in China.

Specifically,

we earn a negotiated rebate amount from the telecommunications companies for all monies paid by consumers to those companies that we process.

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

despite a decrease compared to the same period in 2023.

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

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

However, the overall revenue from

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

to our overall perfomance.

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

with two key reinsurance companies, Pacific Life Re and Munich Re, which enabled us to develop a holistic multi-faceted risk rating concept,

leveraging the Company’s proprietary approach to analytics by drawing data from novel sources and filtering them through advance

algorithms with the ultimate goal to apply new insights generated from our predictive model to the traditional insurance industry and

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

Our goal is to create

value for both insurers and end consumers by driving technological advancements, improving product offerings, and enhancing customer experiences.

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

Cost of Revenue

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

for the periods indicated:

For the nine months ended

November 30, 2024

November 30, 2023

Telecommunication Products & Services

SMS & MMS Business

Command & Communication

Total Cost of Revenue

We recorded $23,940,338 in costs of revenue for

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

As previously

mentioned, we principally earn revenue by providing mobile payment and recharge services to customers of telecommunications companies,

subscription plans and mobile phone sales in China.

To earn this revenue, we incur cost of the product, certain customer acquisition costs,

including discounts to our customers and promotional expenses, which is reflected in our cost of revenue.

Our gross profit for the nine months ended November

30, 2024 was $1,426,487, a decrease of $1,715,591 or 55%, compared to the nine months ended November 30, 2023.

The significant decline

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

prior period, particularly from our cloud business.

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

nine months, which typically generates higher margin.

Amortization & Depreciation

We recorded depreciation of $35,315 for fixed

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

General & Administrative Expenses

The following table sets forth the Company’s

general and administrative expenses for the periods indicated:

For the nine months ended

November 30, 2024

November 30, 2023

Entertainment

Salaries & Wages

Technical Fee

Total G&A Expenses

We recorded $4,997,452 in general and administrative

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

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

include, but are not limited to, regulatory filings, professional services fees, ongoing funding activities, and other costs associated

with adhering to both domestic and international operational standards and requirements.

Marketing Cost

The following table sets forth the Company’s

marketing cost for the periods indicated:

For the nine months ended

November 30, 2024

November 30, 2023

Marketing Cost

We recorded $274,584 in marketing cost for the

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

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

Research & Development

The following table sets forth the Company’s

research & development for the periods indicated:

For the nine months ended

November 30, 2024

November 30, 2023

Research & Development

We incurred fees of $506,001 in research &

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

of $19,173 or 4% was due to the data access and usage fee charged by telecommunications companies.

Our Insurtech division focuses on consumer behavioral

insights extraction for the purpose of risk assessment.

Insights are mined from a multitude of data sources, harmonized with the objectives

of our various business partners.

The initial phase of business application is to focus on the insurance industry, particularly in the

area of underwriting risk rating, complementary claims adjudication and assessment, and risk segmentation & market penetration.

This division comprises of experienced actuaries,

data scientists, and computer programmers.

The expenses for research & development include

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

Over the course of 2023, Sapientus has made great

strides on several fronts:

market implementation, analytical advancement, and network engagement.

These developments proceed in parallel

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

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

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

Through this pilot adoption, we brought forward both integrative as well as complementary value through injecting new data-driven insights and risk-scoring capabilities into our partner’s system.

We believe this arrangement strategically positions Sapientus for further market recognition and partnership opportunities.

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

The elevated intelligence of our system could empower our partners with a greater latitude of risk and value segmentation abilities critical for successful portfolio management.

NCAC is the governing body for patent and copyright verification and approval in China.

It is important to emphasize that our allocation

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

Our steadfast dedication to innovation remains undiminished,

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

Credit impairment loss

We recorded $307,967 in credit impairment loss

for three months ended May 31, 2025, an increase $307,967 or 100% compared to the three months ended May 31, 2024, reflecting a prudent

assessment of expected credit loss based on updated evaluations of customer credit risk and overall credit exposure.

Share Compensation Expenses

1 unchanged sentence

share compensation expenses for the periods indicated:

For the nine months ended

November 30, 2024

November 30, 2023

For the three months ended

Share compensation expenses

We incurred fees of $127,747 in share issuance

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

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

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

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

The rationale for rewarding these consultants and advisors with

shares is to minimize the usage of cash by the Company to allow the Company to use the cash to invest in revenue-generating activities.

for consultants in consideration of services and stock option compensation expense for the three months ended May 31, 2025 as compared

to $222,670 for the three months ended May 31, 2024.

The decrease of $94,923 or 43% was due to the reduced engagement of consultants to

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

our broader financial strategy to optimize equity issuances.

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

aligning with our strategic and financial objectives.

Operating Expenses

We recorded $2,141,451 in operating expenses for

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

The decrease of $87,025 or 1%, the nine months ended November 30, 2024, is as set forth above.

the three months ended May 31, 2025, as compared to $2,357,978 in operating expenses for the three months ended May 31, 2024.

of $216,527 or 9%, for the three months ended May 31, 2025 is as set forth above.

Net Loss attributable to the Company’s

The net loss attributable to the Company’s

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

increase in net loss attributable to the Company’s shareholders of $1,661,039 or 50% resulted primarily from the reduced revenue

and gross profit as discussed above.

shareholders was $2,008,556 for the three months ended May 31, 2025 and $1,655,904 for the three months ended May 31, 2024.

in net loss attributable to the Company’s shareholders of $352,652 or 21% resulted primarily from the significant decline in gross

profit which was due to the low margin product mix in the Telecommunication Product & Services segment as discussed above.

Liquidity and Capital Resources

The following table sets out our cash and working

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

As at November 30, 2024

capital as of May 31, 2025 and February 28, 2025:

As at May 31,

As at February 28,

Cash and cash equivalents

Cash reserves

Working capital

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

At May 31, 2025, we had cash and cash equivalents

of $2,863,238, as compared to cash and cash equivalents of $1,128,135 at February 28, 2025.

Our business model, particularly in mobile payment,

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

to consumers on our portal.

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

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

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

We anticipate our cash on

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

in the near term.

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

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

To support all these, we intend to

continue to seek additional capital through public or private sales of our equity or debt securities, or both.

We may also explore entering

into financing arrangements with commercial banks or non-traditional lenders.

We cannot provide investors with any assurance that we will

be able to raise additional funding from the sale of our equity or debt securities, or both, in order to support the rollout of our Command

& Communication business and increase our deposits with our telecommunications company clients, or if available, that such funding

will be on terms acceptable to us.

On October 11, 2024, we closed a private placement

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

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

Our business model,

particularly in mobile payment, requires periodic fund deposits with our telecommunication companies to obtain access to the mobile data

and talk time we make available to consumers on our portal.

Additionally, the expansion into areas such as cloud-based business, which

features a longer collection cycle, as well as investments in other growth initiatives, has increased our accounts receivable and placed

added pressure on our liquidity.

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

We anticipate our cash on hand and cash equivalents, along with our revenues from operations, will support our ongoing operations

and repayment of outstanding indebtedness in the near term.

However, to sustain our growth and support strategic initiatives, including

the rollout of our Command & Communication business and increase deposits with telecommunication companies, we will require additional

To support all these, we intend to continue to seek additional capital through public or private sales of our equity or debt

securities, or both.

We may also explore entering into financing arrangements with commercial banks or non-traditional lenders.

provide investors with any assurance that we will be able to raise additional funding from the sale of our equity and/or debt securities

on terms acceptable to us, or at all, in order to support the rollout of our Command & Communication business and increase our deposits

with our telecommunications company clients .

We did, however, as of May 31, 2025, receive $950,000

in subscription proceeds to purchase 380,000 shares of our common stock at $2.50 per share on a private placement basis, $1,724,615 from

the exercise of warrants to purchase 1,149,743 shares of our common stock at $1.50 per share and $282,000 from the exercise of warrants

to purchase 150,000 shares of our common stock at $1.88 per share.

Statement of Cashflows

1 unchanged sentence

flows for the periods presented:

For the nine months ended

November 30, 2024

November 30, 2023

For the three months ended

Net cash used in operating activities

2 unchanged sentences

Net cash used in investing activities

Net cash provided by (used in) financing activities

Net cash provided by financing activities

Effect of exchange rates on cash & cash equivalents

Net increase (decrease) in cash and cash equivalents

$ (1,352,632 )

$ (7,305,676 )

Cash Flow used in Operating Activities

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

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

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

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

offset by decrease

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

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

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

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

(November 30, 2023:

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

Net cash used in operating activities decreased

by $205,722 in the three months ended May 31, 2025 compared to the three months ended May 31, 2024, primarily due to an increase in account

receivable of ($6,005,779) (May 31, 2024:

($7,762,176)) and decrease in lease liability of ($1,567) (May 31, 2024:

decrease in prepayment and deposit of $862,490 (May 31, 2043:

$24,000 ), decrease in other receivable of $71,455 (May 31, 2024:

decrease in inventories of $43,613 (May 31, 2024:

$nil), increase in accounts payable of $5,375,987 (May 31, 2024:

$6,884,661) and increase

in accrual and other payable of $26,048 (May 31, 2024:

Cash Flow used in Investing Activities

During the nine months ended November 30, 2024,

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

of equipment.

During the three months ended May 31, 2025, net

cash used in investing activities increased by $1,826 compared to $nil in the three months ended May 31, 2024.

Cash Flow provided by Financing Activities

During the nine months ended November 30, 2024,

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

November 30, 2023 of $295,333.

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

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

During the three months ended May 31, 2025, net

cash provided by financing activities was $2,956,615 compared to net cash provided by financing activities during the three months ended

May 31, 2024 of $775,000.

The increase was due to the receipt of subscription proceeds on a private placement basis and exercise of warrants.

Off-Balance Sheet Arrangements

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Subsequent Events

On December 3, 2024,

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

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

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

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

committee of the Board.

On December 16, 2024,

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

September 11, 2023.

On December 20, 2024,

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

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

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

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

Each share of Common Stock was offered together

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

The Common Warrants have

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

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

date of issuance.

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

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

In addition, the exercise price of the Common Warrants

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

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

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

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

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

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

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

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

The Purchase Agreement contains customary representations

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

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

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

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

the date of closing of the Offering.

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

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

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

Certain of our directors, officers

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

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

In connection with the Offering, we entered into

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

placement agent in connection with the Offering.

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

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

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

the Offering.

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

under the Common Warrants, as described above.

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

The shares of Common Stock, the Common Warrants

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

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

333-274456), which was declared effective

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

We filed a prospectus supplement to the base prospectus incorporated

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

We received net proceeds of approximately $4.44

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

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

Other than the above, we have determined that

2 unchanged sentences

For a complete summary of all our significant

accounting policies refer to Note 2 - Summary of Principal Accounting Policies of the Notes to the Consolidated Financial Statements as

presented under Item 8, Financial Statements and Supplementary Data in our Annual Report on Form 10-K for our fiscal year ended February

accounting policies refer to Note 2 - Summary of Principal Accounting Policies of the Notes to the Consolidated Financial Statements

as presented under Item 8, Financial Statements and Supplementary Data in our Annual Report on Form 10-K for our fiscal year ended February

28, 2025 filed with the SEC on May 29, 2025.

Refer to “Critical Accounting Policies”

under Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form

10-K for our fiscal year ended February 29, 2024 filed with the SEC on May 29, 2024.

For our Critical Accounting Policies, please refer

to the “Critical Accounting Policies” section under Item 7, Management’s Discussion and Analysis of Financial Condition

and Results of Operations in our Annual Report on Form 10-K for our fiscal year ended February 28, 2025 filed with the SEC on May 29,

Recently Issued Accounting Pronouncements

7 unchanged sentences

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis