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Item 1. Financial Statements

2025-10-14 compared with 2025-07-15 · 360 added, 297 removed, 751 unchanged (47% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the three months ended May 31, 2025

For the six months ended August 31, 2025

(Unaudited - Expressed in U.S.

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Total Non-Current Assets

LIABILITIES AND SHAREHOLDER’S DEFICIT

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities

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TOTAL LIABILITIES

SHAREHOLDERS’ EQUITY

STOCKHOLDERS’ EQUITY

Preferred stock, par value $ .0001 per share;

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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

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

Additional paid-in capital

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Non-controlling interests

TOTAL SHAREHOLDERS’ EQUITY

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

TOTAL STOCKHOLDERS’ EQUITY

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

The accompanying notes are an integral part of these unaudited condensed

3 unchanged sentences

Three Months Ended

Six Months Ended

Cost of revenue

1 unchanged sentence

( 8,157,735 )

( 16,914,993 )

( 15,849,829 )

Amortization & depreciation

2 unchanged sentences

( 1,548,036 )

( 2,897,892 )

( 3,429,813 )

Marketing cost

5 unchanged sentences

( 1,992,194 )

( 3,669,611 )

( 4,350,172 )

Net loss from operations

1 unchanged sentence

( 1,691,166 )

( 3,478,350 )

( 3,367,255 )

Other income (expense):

6 unchanged sentences

$ ( 1,690,551 )

$ ( 3,572,285 )

$ ( 3,346,383 )

Income tax expenses

1 unchanged sentence

$ ( 1,690,551 )

Net profit attributable to the non-controlling interest

Net loss attributable to the Company’s shareholders

$ ( 3,572,285 )

$ ( 3,346,383 )

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

Net loss attributable to the Company’s stockholders

$ ( 1,541,010 )

$ ( 1,688,229 )

$ ( 3,549,566 )

$ ( 3,344,133 )

Other comprehensive income:

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$ ( 1,448,013 )

comprehensive income (loss) attributable to non-controlling interest

$ ( 3,268,212 )

$ ( 3,168,916 )

Comprehensive loss attributable to non-controlling interest

Comprehensive loss attributable to the Company

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$ ( 1,448,196 )

NET LOSS PER SHARE

$ ( 3,268,754 )

$ ( 3,168,033 )

NET PROFIT (LOSS) PER SHARE

Loss Per Share - Basic

Loss Per Share - Diluted

NET LOSS PER SHARE ATTRIBUTABLE TO THE COMPANY

NET PROFIT (LOSS) PER SHARE ATTRIBUTABLE TO THE COMPANY

Loss Per Share - Basic

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FingerMotion, Inc.

Unaudited Condensed Consolidated Statement of Shareholders’ Equity

Unaudited Condensed Consolidated Statement of Stockholders’ Equity

Paid-in capital

14 unchanged sentences

( 36,195,940 )

Additional paid-in capital – stock options

Accumulated other comprehensive income

( 1,541,010 )

( 1,549,524 )

Balance at August 31, 2025

( 37,736,950 )

Paid-in capital

12 unchanged sentences

( 30,730,484 )

Additional paid-in capital – stock options

Accumulated other comprehensive income

( 1,688,229 )

( 1,690,551 )

Balance at August 31, 2024 (As restated)

( 32,418,713 )

The accompanying notes are an integral part of these unaudited condensed

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Unaudited Condensed Consolidated Statements of Cash Flows

Three Months Ended

Six Months Ended

$ ( 3,572,285 )

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Cash flows from financing activities

Advance from stock subscription payable

Repayment of loan payable

Proceed from loan payable

Advance from stock subscription receivable

Proceeds from issuance of common stock

12 unchanged sentences

FINGERMOTION, INC.

Three months ended May 31, 2025 and 2024

Six months ended August 31, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

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to third-party tenants.

The Company changed its name to FingerMotion,

The Company changed its name to FingerMotion, Inc.

on July 13, 2017, after a change in control.

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

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

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

in operating and publishing mobile games.

Pursuant to the Share Exchange Agreement with

FMCL, effective July 13, 2017 (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.

Pursuant to the Share Exchange Agreement with FMCL,

effective July 13, 2017 (the “Share Exchange Agreement”), the Company agreed to exchange the outstanding equity stock of FMCL

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

At the Closing Date, the Company issued 12,000,000 shares

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No step-up in basis or intangible assets or goodwill were recorded in this transaction.

As a result of the Share Exchange Agreement and

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

As a result of the Share Exchange Agreement and the

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

On October 16, 2018, the Company through its indirect

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On March 7, 2019, JiuGe Technology also acquired 99%

99% of the equity interest of Beijing XunLian (“BX”), a subsidiary that provides bulk distribution of SMS messages for JiuGe

Technology customers at discounted rates.

of the equity interest of Beijing XunLian (“BX”), a subsidiary that provides bulk distribution of SMS messages for JiuGe Technology

customers at discounted rates.

Finger Motion Financial Company Limited was incorporated

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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.

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

Six months ended August 31, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

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by JiuGe Technology.

Zhejiang ChangXin Communication Equipment Co.,

Zhejiang ChangXin Communication Equipment Co., Ltd.

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

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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.

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

is 80% owned by JiuGe Technology.

Note 2 - Summary of Principal Accounting Policies

Principles of Consolidation and Presentation

The 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 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

Pursuant to Financial Accounting Standards Board

(“FASB”) Accounting Standards Codification (“ASC”) Section 810, “Consolidation” (“ASC 810”),

the Company is required to include in its consolidated financial statements, the financial statements of its variable interest entities

ASC 810 requires a VIE to be consolidated if that company is subject to a majority of the risk of loss for the VIE

or is entitled to receive a majority of the VIE’s residual returns.

VIEs are those entities in which a company, through contractual

arrangements, bears the risk of, and enjoys the rewards normally associated with ownership of the entity, and therefore the company is

the primary beneficiary of the entity.

Pursuant to Financial Accounting Standards Board (“FASB”)

Accounting Standards Codification (“ASC”) Section 810, “Consolidation” (“ASC 810”), the Company is

required to include in its consolidated financial statements, the financial statements of its variable interest entities (“VIEs”).

ASC 810 requires a VIE to be consolidated if that company is subject to a majority of the risk of loss for the VIE or is entitled to receive

a majority of the VIE’s residual returns.

VIEs are those entities in which a company, through contractual arrangements, bears the

risk of, and enjoys the rewards normally associated with ownership of the entity, and therefore the company is the primary beneficiary

of the entity.

Under ASC 810, a reporting entity has a controlling

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stockholders do not hold any kick-out rights that affect the consolidation determination.

Through the VIE agreements disclosed in Note 1,

the Company is deemed the primary beneficiary of JiuGe Technology.

Accordingly, the results of JiuGe Technology have been included in

the accompanying consolidated financial statements.

Through the VIE agreements disclosed in Note 1, the

Company is deemed the primary beneficiary of JiuGe Technology.

Accordingly, the results of JiuGe Technology have been included in the

accompanying consolidated financial statements.

JiuGe Technology has no assets that are collateral for or restricted solely to settle

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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

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 August

31, 2025 and February 28, 2025:

FINGERMOTION, INC.

Three months ended May 31, 2025 and 2024

Six months ended August 31, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

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Schedule of variable interest entity

August 31, 2025

February 28, 2025

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Assets and liabilities of the VIE’s Subsidiaries

August 31, 2025

February 28, 2025

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Operating Result of VIE

For the Three Months Ended

For the Six Months Ended

August 31, 2025

For the Six Months Ended

August 31, 2024

Cost of revenue

( 1,159,544 )

( 3,506,562 )

Amortization and depreciation

General and administrative expenses

( 1,020,074 )

Marketing cost

9 unchanged sentences

Total other income

Net profit (loss)

$ ( 731,712 )

1 unchanged sentence

FINGERMOTION, INC.

Three months ended May 31, 2025 and 2024

Six months ended August 31, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

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Operating Result of VIE’s Subsidiaries

For the Three Months Ended

For the Six Months Ended

August 31, 2025

For the Six Months Ended

August 31, 2024

Cost of revenue

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$ ( 808,026 )

$ ( 225,426 )

Interest income

Total other income

Net profit (loss)

$ ( 803,280 )

$ ( 224,972 )

Use of Estimates

The preparation of the Company’s financial

statements in conformity with generally accepted accounting principles of the United States of America requires management to make estimates

and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the

date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Management makes its best

estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements

are prepared.

The preparation of the Company’s financial statements

in conformity with generally accepted accounting principles of the United States of America requires management to make estimates and

assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date

of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Management makes its best estimate

of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared.

Actual results could differ from those estimates.

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FINGERMOTION, INC.

Three months ended May 31, 2025 and 2024

Six months ended August 31, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

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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

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.

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 statements.

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

The Company’s reporting currency is the US dollar.

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.

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

Translation of amounts from RMB into USD has been

made at the following exchange rates for the respective periods:

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

August 31, 2025

RMB7.1314 to $1.00

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Income statement and cash flows items

For the three months ended May 31, 2025

For the six months ended August 31, 2025

RMB7.2155 to $1.00

For the three months ended May 31, 2024

For the six months ended August 31, 2024

RMB7.2231 to $1.00

Identifiable Intangible Assets

Identifiable intangible assets are recorded at

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.

Identifiable intangible assets are recorded at 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.

FINGERMOTION, INC.

Three months ended May 31, 2025 and 2024

Six months ended August 31, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

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(ii) furniture and fixtures, (iii) leasehold improvements, and (iv) finite – lived intangible

Long-lived assets held and used by the Company

are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be fully

Long-lived assets held and used by the Company are

reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be fully recoverable.

It is possible that these assets could become impaired as a result of technology, economy or other industry changes.

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Accounts Receivable, Net

Accounts receivable is stated at the amount the

Company expects to collect.

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.

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.

Accounts 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.

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 six months ended August 31, 2025 and for the year ended February 28, 2025.

FINGERMOTION, INC.

Three months ended May 31, 2025 and 2024

Six months ended August 31, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

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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.

Financial instruments that potentially subject the

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

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

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

For the six months ended August 31, 2025, the Company

sold about 79 % of its total revenue to one major customer and the amounts due from this company represent approximately 41 % 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

and lease liabilities are recognized at the commencement date based on the present value of the future lease payments over the lease term.

accounts receivable as at August 31, 2025.

For the six months ended August 31, 2024, the Company

sold about 94 % of its total revenue to two major customers and the amounts due from these companies represent approximately 77 % of the

total accounts receivable as at August 31, 2024.

For the six months ended August 31, 2025, the Company

purchased about 78 % of its total purchase from one major supplier and the amounts due to this company represent approximately 44 % of the

total accounts payable as at August 31, 2025.

For the six months ended August 31, 2024, the Company

purchased about 98 % of its total purchase from two major suppliers and the amounts due to these companies represent approximately 83 %

of the total accounts payable as at August 31, 2024.

Operating and finance lease right-of-use assets and

lease liabilities are recognized at the commencement date based on the present value of the future lease payments over the lease term.

When the rate implicit to the lease cannot be readily determined, the Company utilizes its incremental borrowing rate in determining the

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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

Depreciation of equipment

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

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

Six months ended August 31, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

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Earnings Per Share

Basic (loss) earnings per share is based on the

weighted average number of common shares outstanding during the period while the effects of potential common shares outstanding during

the period are included in diluted earnings per share.

FASB Accounting Standard Codification Topic 260

(“ASC 260”), “Earnings Per Share,” requires that employee equity share options, non-vested shares and similar

equity instruments granted to employees be treated as potential common shares in computing diluted earnings per share.

Diluted earnings

per share should be based on the actual number of options or shares granted and not yet forfeited, unless doing so would be anti-dilutive.

The Company uses the “treasury stock” method for equity instruments granted in share-based payment transactions provided in

ASC 260 to determine diluted earnings per share.

Antidilutive securities represent potentially dilutive securities which are excluded

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

Basic (loss) earnings per share is based on the weighted

average number of common shares outstanding during the period while the effects of potential common shares outstanding during the period

are included in diluted earnings per share.

FASB Accounting Standard Codification Topic 260 (“ASC

260”), “Earnings Per Share,” requires that employee equity share options, non-vested shares and similar equity instruments

granted to employees be treated as potential common shares in computing diluted earnings per share.

Diluted earnings per share should

be based on the actual number of options or shares granted and not yet forfeited, unless doing so would be anti-dilutive.

uses the “treasury stock” method for equity instruments granted in share-based payment transactions provided in ASC 260 to

determine diluted earnings per share.

Antidilutive securities represent potentially dilutive securities which are excluded from the computation

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

Revenue Recognition

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the Company’s consolidated financial statements upon adoption of ASC 606.

The Company recognizes revenue from providing

hosting and integration services and licensing the use of its technology platform to its customers.

The Company recognizes revenue when

all of the following conditions are satisfied:

The Company recognizes revenue from providing hosting

and integration services and licensing the use of its technology platform to its customers.

The Company recognizes revenue when all of

the following conditions are satisfied:

(1) there is persuasive evidence of an arrangement;

(2) the service has been provided to

the customer (for licensing, revenue is recognized when the Company’s technology is used to provide hosting and integration services);

(3) the amount of fees to be paid by the customer is fixed or determinable;

(2) the service has been provided to the customer

(for licensing, revenue is recognized when the Company’s technology is used to provide hosting and integration services);

amount of fees to be paid by the customer is fixed or determinable;

and (4) the collection of fees is probable.

We account for

our multi-element arrangements, such as instances where we design a custom website and separately offer other services such as hosting,

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

We account for our multi-element

arrangements, such as instances where we design a custom website and separately offer other services such as hosting, 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.

Cost of revenue consists of telecommunication products

and services, and SMS & MMS business for operators or other suppliers, and the 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.

Research and development costs are expensed as incurred.

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

Six months ended August 31, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

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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

of accounting for income taxes in accordance with Accounting Standards Codification (“ASC”) 740, “Income Taxes”

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 of

accounting for income taxes in accordance with Accounting Standards Codification (“ASC”) 740, “Income Taxes” (“ASC

Under this method, income tax expense is recognized as the amount of:

(i) taxes payable or refundable for the

current year and (ii) future tax consequences attributable to differences between financial statement carrying amounts of existing assets

and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply

to taxable income in the years which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets

and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date.

valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of available evidence it is more likely

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

(i) taxes payable or refundable for the current year

and (ii) future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities

and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable

income in the years which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities

of a change in tax rates is recognized in the results of operations in the period that includes the enactment date.

A valuation allowance

is provided to reduce the deferred tax assets reported if based on the weight of available evidence it is more likely than not that some

portion or all of the deferred tax assets will not be realized.

Non-controlling interest

Non-controlling interests held 1% of the shares

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

Non-controlling interests held 1% of the shares of

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

and 20% of the shares of Shanghai

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FINGERMOTION, INC.

Three months ended May 31, 2025 and 2024

Six months ended August 31, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

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FINGERMOTION, INC.

Three months ended May 31, 2025 and 2024

Six months ended August 31, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

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The Company had an accumulated deficit of $ 37,736,950 and

$ 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.

$ 34,187,384 as at August 31, 2025 and February 28, 2025 respectively, and had a net loss of $ 3,572,285 and $ 3,346,383 for the six months

ended August 31, 2025 and 2024, respectively.

The Company’s continuation as a going concern

9 unchanged sentences

We recorded $ 17,106,254 and $ 16,832,746 in revenue,

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

respectively, for the six months ended August 31, 2025 and 2024.

Schedule of revenue

For the three months ended

For the six months ended

August 31, 2025

August 31, 2024

Telecommunication Products & Services

2 unchanged sentences

Note 5 – Equipment

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

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

has the following amounts related to tangible assets:

Schedule of property, plant and equipment

August 31, 2025

February 28, 2025

2 unchanged sentences

No significant residual value is estimated for the equipment.

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

expenses for the six months ended August 31, 2025 and 2024 totaled $ 13,007 and $ 13,521 respectively.

FINGERMOTION, INC.

Three months ended May 31, 2025 and 2024

Six months ended August 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

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

has the following amounts related to intangible assets:

Schedule of intangible assets

August 31, 2025

February 28, 2025

2 unchanged sentences

Net intangible assets

No significant residual value is estimated for

these intangible assets.

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

No significant residual value is estimated for these

intangible assets.

Amortization expenses for the six months ended August 31, 2025 and 2024 totaled $ 5,312 and $ 10,233 , respectively.

Note 7 – Prepayment and Deposit

Prepaid expenses consist of the deposit pledge

to the vendor for stock credits for resale.

Prepaid expenses consist of the deposit pledged to

the vendor for stock credits to be used for resale.

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

Services business and our SMS & MMS business.

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

and services.

& Services business, as well as our SMS & MMS business.

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

August 31, 2025

February 28, 2025

1 unchanged sentence

Schedule of accounts receivable

August 31, 2025

February 28, 2025

5 unchanged sentences

Overdue accounts receivable are

reviewed regularly by the Board of Directors.

reviewed regularly by Management.

Activities related to allowance for credit losses are presented below.

Schedule of allowance for credit losses

August 31, 2025

February 28, 2025

2 unchanged sentences

FINGERMOTION, INC.

Three months ended May 31, 2025 and 2024

Six months ended August 31, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

Note 9 – Other Receivables

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

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

has the following amounts related to other receivables:

Schedule of other receivables

August 31, 2025

February 28, 2025

3 unchanged sentences

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

The Company has entered into lease agreements

with various third parties.

The terms of operating leases are one to two years.

The Company has entered into lease agreements with

various third parties.

The terms of operating leases typically range from one to two years.

These operating leases are included in "Right-of-use

1 unchanged sentence

for the lease term.

The Company’s obligation to make lease payments are included in "Lease liability" on the Company's

The Company’s obligation to make lease payments is included in "Lease liability" on the Company's

Condensed Consolidated Balance Sheet.

3 unchanged sentences

All operating lease expense

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

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

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

assets and related lease liabilities were as follows:

assets and related lease liabilities was as follows:

Schedule of operating leases assets and liabilities

August 31, 2025

February 28, 2025

6 unchanged sentences

Remaining lease term and discount rate

August 31, 2025

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 May 31, 2025:

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

Schedule of future minimum lease payments due

Twelve months ended May 31, 2026

Twelve months ended August 31,

imputed interest

1 unchanged sentence

FINGERMOTION, INC.

Three months ended May 31, 2025 and 2024

Six months ended August 31, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

3 unchanged sentences

February 24, 2024.

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

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

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

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

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

1 unchanged sentence

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

On December 20, 2024,

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

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

8 unchanged sentences

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,

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 .

3 unchanged sentences

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

As of August 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.

Three months ended May 31, 2025 and 2024

Six months ended August 31, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

Share Purchase Warrants

A continuity schedule

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

A continuity schedule of

outstanding stock purchase warrants as at August 31, 2025, and the changes during the period, is as follows:

Schedule of outstanding share purchase warrants

3 unchanged sentences

( 1,149,743 )

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.

Balance, August 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.

The Common Warrants

are exercisable upon issuance and expire five years from the date of issuance.

In connection with the Offering,

the Company entered into a Placement Agency Agreement (the “Placement Agency Agreement”) on December 20, 2024 with Roth Capital

Partners, LLC (the “Placement Agent”), as the exclusive placement agent in connection with the Offering.

As partial 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 entity.

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.

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:

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

Schedule of share purchase warrants outstanding and exercisable

Number of Warrants

Remaining Contractual

Exercise Price

4 unchanged sentences

FINGERMOTION, INC.

Three months ended May 31, 2025 and 2024

Six months ended August 31, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

10 unchanged sentences

third, and fourth anniversary of the date of grant.

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

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

The strike price adjustment did not affect the

The fair value of these

stock options was estimated at the date of grant, using the Black-Scholes Option Valuation Model, with the following weighted average

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

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

The strike price adjustment did not

affect the fair value.

The fair value of these stock

options was estimated at the date of grant, using the Black-Scholes Option Valuation Model, with the following weighted average assumptions:

Schedule of valuation assumptions

5 unchanged sentences

Weighted-Average Grant Date Fair Value

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

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

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

1 unchanged sentence

subject to vesting provisions of 20% on the date of grant and 20% on each of the first, second, third, and fourth anniversary of the date

The fair value of these

stock options was estimated at the date of grant, using the Black-Scholes Option Valuation Model, with the following weighted average

The fair value of these stock

options was estimated at the date of grant, using the Black-Scholes Option Valuation Model, with the following weighted average assumptions:

Schedule of valuation assumptions

August 31, 2025

February 28, 2025

5 unchanged sentences

FINGERMOTION, INC.

Three months ended May 31, 2025 and 2024

Six months ended August 31, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

Stock Options (continued)

A continuity schedule

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

A continuity schedule of

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

Schedule of stock option activity

Number of Stock Options

Exercise Price

Stock Options

Balance, February 28, 2025

Cancelled/Forfeited

Balance, May 31, 2025

A continuity schedule

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

Balance, August 31, 2025

A continuity schedule of

outstanding unvested stock options at August 31, 2025, and the changes during the six 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

Balance, May 31, 2025

As at May 31, 2025, the

Vested – July 28, 2025

Balance, August 31, 2025

As at August 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.

August 31, 2025 is $ 1.51 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 August 31, 2025 is lower than the strike price.

A summary of stock options

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

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

Schedule of stock options

3 unchanged sentences

Outstanding at

August 31, 2025

Exercise Price

Weighted Average Remaining

Contractual Term

Exercisable at May 31, 2025

Exercise Price

Weighted Average Remaining

at August 31,

Contractual Term

2 unchanged sentences

FINGERMOTION, INC.

Three months ended May 31, 2025 and 2024

Six months ended August 31, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

Note 12 – Earnings Per Share

The following table sets forth the computation of basic and diluted

earnings per common share:

The following table sets forth the computation of basic and diluted earnings

per common share:

Schedule of basic and diluted earnings per common share

For the three months ended

For the six months ended

August 31, 2025

August 31, 2024

Numerator - basic and diluted

9 unchanged sentences

FingerMotion, Inc.

is incorporated in the State

of Delaware in the U.S.

is incorporated in the State of

Delaware in the U.S.

and is subject to a U.S.

federal corporate income tax of 21 % .

The Company generated a taxable loss for the three

months ended May 31, 2025 and 2024.

The Company generated a taxable loss for the six months

ended August 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 three months ended May 31, 2025 and 2024.

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

The People’s Republic of China (PRC)

4 unchanged sentences

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 three

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

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 six months

ended August 31, 2025 and 2024 are as follows:

Schedule of effective income tax rate reconciliation

For the three months ended

For the six months ended

August 31, 2025

August 31, 2024

statutory tax rate

3 unchanged sentences

FINGERMOTION, INC.

Three months ended May 31, 2025 and 2024

Six months ended August 31, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

Note 13 – Income Taxes (continued)

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,

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 August 31, 2025 and February 28,

2025, the valuation allowances were $ 3,768,932 and $ 3,188,969 , respectively.

2 unchanged sentences

Schedule of deferred tax assets and liabilities

August 31, 2025

February 28, 2025

17 unchanged sentences

FINGERMOTION, INC.

Three months ended May 31, 2025 and 2024

Six months ended August 31, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

44 unchanged sentences

and SGD$ 250,000 .

On July 21, 2025, the Company repaid a short-term loan of SGD$ 500,000 .

On August 1, 2025, the Company repaid a short-term loan of SGD$ 500,000 .

Note 16 - Subsequent Events

Except for the above, the Company has determined

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

On September 30, 2025, the Company, JiuGe Management,

and Shanghai Jihaohe Information Technology Co., Ltd.

(“Shanghai Jihaohe”), entered into an asset purchase agreement pursuant

to which the Company caused JiuGe Management to acquire all of the intellectual property (including, without limitation, all of the inventions,

software in source code or object code, trademarks, copyrights and trade secrets) underpinning our DaGe platform, in consideration of

the issuance by the Company to Shanghai Jihaohe on October 2, 2025, of 1,500,000 shares of common stock of the Company at a deemed issuance

price of $ 1.57 per share.

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