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Cautionary Note Regarding Forward-Looking Statements
−Removed: The following management’s discussion
−Removed: and analysis of the Company’s financial condition and results of operations (the “MD&A”) contains forward-looking
−Removed: statements that involve risks, uncertainties and assumptions including, among others, statements regarding our capital needs, business
−Removed: plans and expectations.
+Added: The following management’s discussion and
+Added: analysis of the Company’s financial condition and results of operations (the “MD&A”) contains forward-looking statements
+Added: that involve risks, uncertainties and assumptions including, among others, statements regarding our capital needs, business plans and
+Added: expectations.
In evaluating these statements, you should consider various factors, including the risks, uncertainties and assumptions
set forth in reports and other documents we have filed with or furnished to the SEC and, including, without limitation, this Quarterly
−Removed: 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,
+Added: Report on Form 10-Q for the six months ended August 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.
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2025, and Item 1A - Risk Factors, under Part II - Other Information of this Quarterly Report.
−Removed: This MD&A is focused on material changes in
−Removed: our financial condition from February 28, 2025, our most recently completed year end, to May 31, 2025, and our results of operations for
−Removed: the three months ended May 31, 2025, and should be read in conjunction with Item 7, Management’s Discussion and Analysis of Financial
+Added: This MD&A is focused on material changes in our
+Added: financial condition from February 28, 2025, our most recently completed year end, to August 31, 2025, and our results of operations for
+Added: the six months ended August 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.
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The following diagram depicts our corporate structure:
−Removed: Our holding company structure presents unique
−Removed: risks as our investors may never directly hold equity interests in our subsidiaries or the VIE, and we will be dependent upon contributions
+Added: Our holding company structure presents unique risks
+Added: 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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or other foreign exchange.
−Removed: To operate, the VIE and Beijing XunLian TianXia
−Removed: Technology Co., Ltd.
−Removed: are required to obtain, and have obtained, a value-added telecommunications business licence from PRC authorities.
−Removed: In connection with our previous issuance of securities to foreign investors, under current PRC laws, regulations and regulatory rules,
−Removed: 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
−Removed: 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)
−Removed: are not required to go through cybersecurity review by the CAC, and (iii) have received or were not denied such requisite permissions
−Removed: by any PRC authority.
−Removed: If we, our subsidiaries or the VIE (i) do not receive or maintain such permissions or approvals, (ii) inadvertently
−Removed: conclude that such permissions or approvals are not required or (iii) applicable laws, regulations, or interpretations change and we are
−Removed: required to obtain such permissions or approvals in the future, we may be subject to government enforcement actions, investigations, penalties,
−Removed: sanctions and fines imposed by the CSRC, the CAC and relevant departments of the State Council.
−Removed: In severe circumstances, the business
−Removed: of our PRC subsidiary may be ordered to suspend and its business qualifications and licenses may be revoked.
+Added: To operate, the VIE and Beijing XunLian TianXia Technology
+Added: are required to obtain, and have obtained, a value-added telecommunications business license from PRC authorities.
+Added: In connection
+Added: with our previous issuance of securities to foreign investors, under current PRC laws, regulations and regulatory rules, as of the date
+Added: 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
+Added: 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
+Added: go through cybersecurity review by the CAC, and (iii) have received or were not denied such requisite permissions by any PRC authority.
+Added: If we, our subsidiaries or the VIE (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such
+Added: permissions or approvals are not required or (iii) applicable laws, regulations, or interpretations change and we are required to obtain
+Added: such permissions or approvals in the future, we may be subject to government enforcement actions, investigations, penalties, sanctions
+Added: and fines imposed by the CSRC, the CAC and relevant departments of the State Council.
+Added: In severe circumstances, the business of our PRC
+Added: subsidiary may be ordered to suspend and its business qualifications and licenses may be revoked.
Share Exchange Agreement
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of closing the Share Exchange Agreement.
−Removed: As a result of the Share Exchange Agreement and
−Removed: the other transactions contemplated thereunder, FMCL became a wholly-owned subsidiary of the Company.
+Added: As a result of the Share Exchange Agreement and the
+Added: other transactions contemplated thereunder, FMCL became a wholly-owned subsidiary of the Company.
At that time, FMCL continued operations
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it saw the opportunity in the telecommunication business and have since refocused into this business.
−Removed: This description of the Share Exchange Agreement
−Removed: does not purport to be complete and is qualified in its entirety by reference to the terms of the Share Exchange Agreement, which was
−Removed: filed as an exhibit to our Current Report on Form 8-K filed with the SEC on July 20, 2017 and incorporated by reference herein.
+Added: This description of the Share Exchange Agreement does
+Added: not purport to be complete and is qualified in its entirety by reference to the terms of the Share Exchange Agreement, which was filed
+Added: as an exhibit to our Current Report on Form 8-K filed with the SEC on July 20, 2017 and incorporated by reference herein.
VIE Agreements
−Removed: On October 16, 2018, the Company, through its
−Removed: indirect wholly-owned WFOE, JiuGe Management, entered into the VIE Agreements pursuant to which JiuGe Technology became our contractually
+Added: On October 16, 2018, the Company, through its indirect
+Added: wholly-owned WFOE, JiuGe Management, entered into the VIE Agreements pursuant to which JiuGe Technology became our contractually
controlled affiliate.
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This measure under this agreement will result in the equity of the VIE being locked, making it impossible for any third party to legally obtain the equity of the VIE without the prior consent of the WFOE.
−Removed: Our PRC counsel has reviewed these agreements
−Removed: and believes that all the VIE Agreements were duly signed and are not in violation of applicable laws of PRC.
−Removed: We are of the opinion that
−Removed: the VIE Agreements are valid and giving the WFOE a full control over the VIE in respect of the current and effective PRC laws and regulations.
+Added: Our PRC counsel has reviewed these agreements and
+Added: believes that all the VIE Agreements were duly signed and are not in violation of applicable laws of PRC.
+Added: We are of the opinion that the
+Added: VIE Agreements are valid and giving the WFOE a full control over the VIE in respect of the current and effective PRC laws and regulations.
However, the VIE Agreements have never been challenged or recognized in court for the time being, and the PRC government may determine
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our reach to expand into additional provinces in the PRC.
−Removed: In September 2018, JiuGe Technology launched and
−Removed: commercialized mobile payment and recharge services to businesses for China Unicom.
−Removed: The JiuGe Technology mobile payment and recharge platform
−Removed: enables the seamless delivery of real-time payment and recharge services to third-party channels and businesses.
−Removed: We earn a negotiated
−Removed: rebate amount from each of China Unicom and China Mobile for all monies paid by consumers to China Unicom and China Mobile that we process.
−Removed: To encourage consumers to utilize our portal instead of using our competitors’ platforms or paying China Unicom or China Mobile
−Removed: directly, we offer mobile data and talk time at a rate discounted from these companies’ stated rates, which are also the rates we
−Removed: must pay to them to purchase the mobile data and talk time provided to consumers through the use of our platform.
−Removed: Accordingly, we earn
−Removed: income on the rebates we receive from the telecommunications companies, reduced by the amounts by which we discount the mobile data and
−Removed: talk time sold through our platform.
−Removed: In October 2018, China Unicom and China Mobile
−Removed: awarded JiuGe Technology with contracts that established partnerships for data analysis, that could unlock potential value-added services.
−Removed: This description of the VIE Agreements discussed
−Removed: above does not purport to be complete and are qualified in their entirety by reference to the terms of the VIE Agreements, which were
−Removed: 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.
−Removed: The English translation version of the JiuGe Technology Share Pledge Agreement was filed as Exhibit 10.6 to our Form S-1/A (Amendment
−Removed: 1) filed with the SEC on January 5, 2023, and is incorporated by reference herein.
+Added: In September 2018, JiuGe Technology launched and commercialized
+Added: mobile payment and recharge services to businesses for China Unicom.
+Added: The JiuGe Technology mobile payment and recharge platform enables
+Added: the seamless delivery of real-time payment and recharge services to third-party channels and businesses.
+Added: We earn a negotiated rebate amount
+Added: from each of China Unicom and China Mobile for all monies paid by consumers to China Unicom and China Mobile that we process.
+Added: consumers to utilize our portal instead of using our competitors’ platforms or paying China Unicom or China Mobile directly, we
+Added: offer mobile data and talk time at a rate discounted from these companies’ stated rates, which are also the rates we must pay to
+Added: them to purchase the mobile data and talk time provided to consumers through the use of our platform.
+Added: Accordingly, we earn income on the
+Added: rebates we receive from the telecommunications companies, reduced by the amounts by which we discount the mobile data and talk time sold
+Added: through our platform.
+Added: In October 2018, China Unicom and China Mobile awarded
+Added: JiuGe Technology with contracts that established partnerships for data analysis, that could unlock potential value-added services.
+Added: This description of the VIE Agreements discussed above
+Added: does not purport to be complete and are qualified in their entirety by reference to the terms of the VIE Agreements, which were filed
+Added: as exhibits to our Current Report on Form 8-K filed with the SEC on December 27, 2018 and are incorporated by reference herein.
+Added: translation version of the JiuGe Technology Share Pledge Agreement was filed as Exhibit 10.6 to our Form S-1/A (Amendment No.
+Added: with the SEC on January 5, 2023, and is incorporated by reference herein.
Acquisition of Operational Control of Beijing
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China Unicom Cooperation Agreement
−Removed: On July 7, 2019, JiuGe Technology entered into
−Removed: that certain Yunnan Unicom Electronic Sales Platform Construction and Operation Cooperation Agreement (the “ Cooperation Agreement ”)
+Added: On July 7, 2019, JiuGe Technology entered into that
+Added: certain Yunnan Unicom Electronic Sales Platform Construction and Operation Cooperation Agreement (the “ Cooperation Agreement ”)
with China United Network Communications Limited Yunnan Branch (“ China Unicom Yunnan ”).
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Agreement, JiuGe Technology receives a percentage of the revenue received from all sales it processes for China Unicom Yunnan on the platform.
−Removed: The Cooperation Agreement expires three years
−Removed: from the date of its signature, subject to a yearly auto-renewal clause, which is currently in an auto-renewal period, but it may be terminated
+Added: The Cooperation Agreement expires three years from
+Added: the date of its signature, subject to 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 Yunnan unilaterally.
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parties under the Cooperation Agreement will be adjudicated in Chinese courts.
−Removed: This description of the Cooperation Agreement
−Removed: does not purport to be complete and is qualified in its entirety by reference to the terms of the Cooperation Agreement, which was filed
−Removed: 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.
+Added: This description of the Cooperation Agreement does
+Added: not purport to be complete and is qualified in its entirety by reference to the terms of the Cooperation Agreement, which was filed as
+Added: 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, TengLian (a 99% owned subsidiary
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is a 80% owned subsidiary of Shanghai JiuGe Information Technology Co., Ltd.
−Removed: Because we do not directly hold equity interests
−Removed: in the VIE, we are subject to risks and uncertainties of the interpretations and applications of Chinese laws and regulations, including
+Added: Because we do not directly hold equity interests in
+Added: the VIE, we are subject to risks and uncertainties of the interpretations and applications of Chinese laws and regulations, including
but not limited to, the validity and enforcement of the VIE Agreements among the WFOE, the VIE and the shareholder of the VIE.
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significantly or become worthless.
−Removed: The VIE Agreements may not be as effective as
−Removed: direct ownership in providing operational control.
−Removed: For instance, the VIE and its shareholders could breach their contractual arrangements
−Removed: with us by, among other things, failing to conduct their operations in an acceptable manner or taking other actions that are detrimental
−Removed: to our interests.
+Added: The VIE Agreements may not be as effective as direct
+Added: ownership in providing operational control.
+Added: For instance, the VIE and its shareholders could breach their contractual arrangements with
+Added: us by, among other things, failing to conduct their operations in an acceptable manner or taking other actions that are detrimental to
+Added: our interests.
The shareholder of the VIE may not act in the best interests of our Company or may not perform their obligations under
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and adverse effect on our business.
−Removed: As of the date of this Quarterly Report on Form
−Removed: 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
−Removed: operations of the VIE, other than a value-added telecommunications business licence, which has already been obtained.
−Removed: Nevertheless, Chinese
−Removed: regulatory authorities may in the future promulgate laws, regulations or implement rules that require us, our subsidiaries or the VIEs
−Removed: to obtain permissions from such regulatory authorities to approve the operations of the VIE or any securities listing.
−Removed: The Company is a mobile data specialist company
−Removed: incorporated in Delaware, USA, with its head office located at 111 Somerset Road, Level 3, Singapore 238164.
−Removed: As described elsewhere in
−Removed: this Quarterly Report, our Company has been organized as a holding company and conducts a significant part of our operations through our
−Removed: subsidiaries and through contractual arrangements with JiuGe Technology, a VIE based in China.
+Added: As of the date of this Quarterly Report on Form 10-Q,
+Added: 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 operations
+Added: of the VIE, other than a value-added telecommunications business licence, which has already been obtained.
+Added: Nevertheless, Chinese regulatory
+Added: authorities may in the future promulgate laws, regulations or implement rules that require us, our subsidiaries or the VIEs to obtain
+Added: permissions from such regulatory authorities to approve the operations of the VIE or any securities listing.
+Added: The Company is a mobile data specialist company incorporated
+Added: in Delaware, USA, with its head office located at 111 Somerset Road, Level 3, Singapore 238164.
+Added: As described elsewhere in this Quarterly
+Added: Report, our Company has been organized as a holding company and conducts a significant part of our operations through our subsidiaries
+Added: and through contractual arrangements with JiuGe Technology, a VIE based in China.
The Company operates the following lines of business:
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We principally earn revenue by providing mobile payment and recharge services to customers of China Unicom and China Mobile.
−Removed: We conduct our mobile payment business through
−Removed: JiuGe Technology, our VIE.
−Removed: In the first half of 2018, JiuGe Technology secured contracts with China Unicom and China Mobile to distribute
−Removed: mobile data for businesses and corporations in nine provinces/municipalities, namely Chengdu, Jiangxi, Jiangsu, Chongqing, Shanghai, Zhuhai,
+Added: We conduct our mobile payment business through JiuGe
+Added: Technology, our VIE.
+Added: In the first half of 2018, JiuGe Technology secured contracts with China Unicom and China Mobile to distribute mobile
+Added: data for businesses and corporations in nine provinces/municipalities, namely Chengdu, Jiangxi, Jiangsu, Chongqing, Shanghai, Zhuhai,
Zhejiang, Shaanxi, Inner Mongolia, Henan and Fujian.
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to offer recharge services to the Fujian province which we have launched and commercialized in November 2021.
−Removed: The JiuGe Technology mobile payment and recharge
−Removed: platform enables the seamless delivery of real-time payment and recharge services to third-party channels and businesses.
−Removed: We earn a rebate
−Removed: from each telecommunications company on the funds paid by consumers to the telecommunications companies we process.
+Added: The JiuGe Technology mobile payment and recharge platform
+Added: enables the seamless delivery of real-time payment and recharge services to third-party channels and businesses.
+Added: We earn a rebate from
+Added: each telecommunications company on the funds paid by consumers to the telecommunications companies we process.
To encourage consumers
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of the e-commerce companies, such as PinDuoDuo.com, TMall.com, and JD.Com.
−Removed: The Company is planning to further expand its universal exchange
+Added: The Company plans 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
−Removed: China’s Mobile’s loyalty redemption partners, which allows us to provide such services for their customers via our platform.
+Added: China 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,
−Removed: 7, 2019, JiuGe Technology, our VIE, entered into that certain Cooperation Agreement with China Unicom Yunnan, whereby JiuGe Technology
−Removed: is responsible for constructing and operating China Unicom’s electronic sales platform through which consumers can purchase various
+Added: 2019, JiuGe Technology, our VIE, entered into that certain Cooperation Agreement with China Unicom Yunnan, whereby JiuGe Technology is
+Added: 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”
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(i) JiuGe Technology upon three months’ written notice or (ii) by China Unicom unilaterally.
+Added: In March 2020, FingerMotion secured contracts with
+Added: both China Mobile and China Unicom to acquire new users to take up the respective subscription plans.
+Added: In February 2021, we increased the mobile phones sales
+Added: to end users using all of our platforms.
+Added: This business will continue to contribute to the overall revenue for the group as part of our
+Added: offering to our customers.
During the recent fiscal year, the Company expanded
−Removed: its offering under their telecommunication product and services by increasing their product line revenue streams.
−Removed: In March 2020, FingerMotion
−Removed: secured a contract with both China Mobile and China Unicom to acquire new users to take up the respective subscription plans.
−Removed: In February 2021, we increased the mobile phones
−Removed: sales to end users using all of our platforms.
−Removed: This business will continue to contribute to the overall revenue for the group as part
−Removed: of our offering to our customers.
+Added: its offerings under its telecommunication product and services by increasing its product line revenue streams.
Value Added Product and Services
−Removed: These are new product and services that the Company
−Removed: expects to secure and work with the telecommunication provider and all our e-commerce platform partners to market.
−Removed: In February 2022, our
−Removed: contractually controlled subsidiary, JiuGe Technology, through its 99% own subsidiary Shanghai TengLian JiuJiu Information Communication
−Removed: Technology Co., Ltd.
−Removed: signed an agreement with both China Unicom and China Mobile to co-operate in the introduction of the Mobile Device
−Removed: Protection product which is incorporated into the Telecommunication subscription plans in line with their roll out of new mobile phones
−Removed: and new 5G phones.
−Removed: In mid-July 2022, we launched the Mobile Device protection product with the roll out of the new mobile phones and 5G
−Removed: Complementing our hardware protection services, we have introduced cloud services designed to offer corporate customers robust
+Added: The Company continues to evaluate and develop value-added
+Added: products and services in collaboration with the telecommunication provider and all our e-commerce platform partners.
+Added: In 2022, our contractually-controlled
+Added: subsidiary, JiuGe Technology, through its 99% owned subsidiary Shanghai TengLian JiuJiu Information Communication Technology Co., Ltd.
+Added: entered into an agreement with both China Unicom and China Mobile to introduce a Mobile Device Protection product as part of subscription
+Added: plans for new mobile phones and new 5G devices.
+Added: The initiatives formed part of our broader efforts to expand value-added solutions in
+Added: cooperation with telecom operators.
+Added: Additionally, we have introduced cloud-based services that provide corporate customers with secure
data storage, processing capabilities, and databases accessible via the internet.
+Added: These services complement our telecommunication offerings.
+Added: We continue to work closely with our partners to identify and pursue additional value-added product lines that align with evolving market
+Added: opportunities.
SMS and MMS Services
−Removed: On March 7, 2019, the Company, acting through
−Removed: JiuGe Technology, acquired operational control of Beijing XunLian TianXia Technology Co., Ltd.
−Removed: (“ Beijing Technology ”),
−Removed: a company in the business of providing mass SMS text services to businesses looking to communicate with large numbers of their customers
+Added: On March 7, 2019, the Company, acting through JiuGe
+Added: Technology, acquired operational control of Beijing XunLian TianXia Technology Co., Ltd.
+Added: (“ Beijing Technology ”), a
+Added: company in the business of providing mass SMS text services to businesses looking to communicate with large numbers of their customers
and prospective customers.
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Rich Communication Services
−Removed: In March 2020, the Company began the development
−Removed: of an RCS platform, also known as Messaging as a Platform (“ MaaP ”).
−Removed: This RCS platform will be a proprietary business
−Removed: messaging platform that enables businesses and brands to communicate and service their customers on the 5G infrastructure, delivering
−Removed: a better and more efficient user experience at a lower cost.
−Removed: For example, with the new 5G RCS message service, consumers will have the
−Removed: ability to list available flights by sending a message regarding a holiday and will also be able to book and buy flights by sending messages.
−Removed: This will allow telecommunication providers like China Unicom and China Mobile to retain users on their systems, without having to utilize
−Removed: third party apps or log onto the Internet, which will increase their user retention.
−Removed: We expect this to open up a new marketing channel
−Removed: for the Company’s current and prospective business partners.
−Removed: Currently, the deployment of this RCS platform is under review, with
−Removed: discussion ongoing among government bodies, major service providers, and telecommunication companies.
−Removed: These deliberations aim to assess
−Removed: the potential market impacts and establish the necessary consents before the launch, considering the significant changes the platform
−Removed: may introduce to user interactions with existing services.
−Removed: The discussion seeks to ensure that all stakeholders’ concerns are addressed
−Removed: comprehensively.
−Removed: Once these issues are resolved and the necessary approval is obtained, we anticipate a substantial enhancement in our
−Removed: service offerings and an expansion of our market reach.
+Added: In March 2020, the Company began the development of
+Added: an RCS platform, also known as Messaging as a Platform (“ MaaP ”).
+Added: This RCS platform will be a proprietary business messaging
+Added: platform that enables businesses and brands to communicate and service their customers on the 5G infrastructure, delivering a better and
+Added: more efficient user experience at a lower cost.
+Added: For example, with the new 5G RCS message service, consumers will have the ability to list
+Added: available flights by sending a message regarding a holiday and will also be able to book and buy flights by sending messages.
+Added: allow telecommunication providers like China Unicom and China Mobile to retain users on their systems, without having to utilize third
+Added: party apps or log onto the Internet, which will increase their user retention.
+Added: We expect this to open up a new marketing channel for the
+Added: Company’s current and prospective business partners.
+Added: Currently, the deployment of this RCS platform is under review, with discussion
+Added: ongoing among government bodies, major service providers, and telecommunication companies.
+Added: These deliberations aim to assess the potential
+Added: market impacts and establish the necessary consents before the launch, considering the significant changes the platform may introduce
+Added: to user interactions with existing services.
+Added: The discussion seeks to ensure that all stakeholders’ concerns are addressed comprehensively.
+Added: Once these issues are resolved and the necessary approval is obtained, we anticipate a substantial enhancement in our service offerings
+Added: and an expansion of our market reach.
Big Data Insights
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The Company, acting primarily through its indirect wholly-owned subsidiary,
−Removed: Finger Motion Financial Company Limited (“ FMFC ”) applies its vast experience in the insurance and financial services
+Added: Finger Motion Financial Company Limited (“ FMFCL ”) 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
4 unchanged sentences
objective is to promote, enhance, and deliver better value to our partners and customers.
−Removed: The Company’s proprietary risk assessment
−Removed: engine offers standard and customized scoring and appraisal services based on multi-dimensional factors.
−Removed: The Company has the ability to
−Removed: provide potential customers and partners with insights-driven and technology-enabled solutions and applications including preferred risk
−Removed: selection, precision marketing, product customization, and claims management (e.g., fraud detection).
−Removed: The Company’s mission is to
−Removed: deliver the next generation of data-driven solutions in the financial services, healthcare, and insurance industries that result in more
−Removed: accurate risk assessments, more efficient processes, and a more delightful user experience.
−Removed: On or around January 25, 2021, FMFC entered into
−Removed: a Sapientus services agreement with Pacific Life Re, a global life reinsurer serving the insurance industry with a comprehensive suite
−Removed: of products and services.
+Added: The Company’s proprietary risk assessment engine
+Added: offers standard and customized scoring and appraisal services based on multi-dimensional factors.
+Added: The Company has the ability to provide
+Added: potential customers and partners with insights-driven and technology-enabled solutions and applications, including preferred risk selection,
+Added: precision marketing, product customization, and claims management (e.g., fraud detection).
+Added: The Company’s mission is to deliver the
+Added: next generation of data-driven solutions in the financial services, healthcare, and insurance industries resulting in more accurate risk
+Added: assessments, more efficient processes, and a more delightful user experience.
+Added: On or around January 25, 2021, FMFCL entered into
+Added: a services agreement with Pacific Life Re, a global life reinsurer serving the insurance industry with a comprehensive suite of products
+Added: 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
−Removed: and behavioral patterns in China market, with the goal of creating value for both insurers and the end insurance consumers through better
−Removed: technology, product offerings and customer experience.
−Removed: Building on these capabilities, the Company signed
−Removed: an agreement with PT Mach Wireless Teknologi to introduce its AI-powered insurance risk rating platform in Indonesia.
−Removed: The platform applies
−Removed: proprietary machine learning and risk analytics to support motor, health, and life insurance underwriting, adapted to local infrastructure
−Removed: and regulations.
−Removed: This arrangement aims to advance the telco-insurance ecosystem by fostering collaboration between telecom operators,
−Removed: insurers, and local digital service providers.
−Removed: Our Video Game Division
−Removed: The video game industry covers multiple sectors
−Removed: and is currently experiencing a move away from physical games towards digital software.
−Removed: Advances in technology and streaming now allow
−Removed: users to download games rather than visiting retailers.
−Removed: While publishers are expanding their direct-to-consumer models through mobile
−Removed: gaming, eSports and virtual, the Company has exited the video game business and re-directed its resources towards new business opportunities
−Removed: in China, particularly the mobile phone payment and data business.
+Added: and behavioral patterns in the Chinese market, with the goal of creating value for both insurers and the end insurance consumers through
+Added: better technology, product offerings, and customer experience.
+Added: As part of its regional initiatives, the Company also
+Added: entered into an agreement with PT Mach Wireless Teknologi in Indonesia to explore the introduction of an AI-powered insurance risk rating
+Added: Building on these earlier initiatives, the Company
+Added: has most recently advanced development of its Insurance Management and Enablement (“ IME ”) platform, a digital solution
+Added: designed to streamline customer management, product configuration, policy administration, and performance tracking across the insurance
+Added: IME is positioned as a cornerstone initiative under Sapientus, with the objective of improving efficiency, compliance, and
+Added: decision-making for insurers and brokers while creating new avenues for recurring revenue and strategic partnerships.
Smart Mobility Solution
−Removed: FingerMotion’s Advanced Mobile Integrated
−Removed: Command and Communication Platform (the “ C2 Platform ”), saw considerable advancements during the fiscal year ended
−Removed: February 28, 2025.
−Removed: Designed to support mission-critical mobile communications for public safety agencies, emergency response teams, and
−Removed: industrial sectors, the C2 Platform is built on FingerMotion’s telecommunications infrastructure, leveraging 5G connectivity and
−Removed: cloud-based technology to offer real-time data sharing, geospatial mapping, and situational awareness.
−Removed: During the fiscal year ended February 28, 2025,
−Removed: we expanded the deployment of the C2 Platform into pilot regions, establishing partnerships with automotive manufacturers and industrial
+Added: FingerMotion’s Advanced Mobile Integrated Command
+Added: and Communication Platform (the “ C2 Platform ”), saw considerable advancements during the fiscal year ended February
+Added: Designed to support mission-critical mobile communications for public safety agencies, emergency response teams, and industrial
+Added: sectors, the C2 Platform is built on FingerMotion’s telecommunications infrastructure, leveraging 5G connectivity and cloud-based
+Added: technology to offer real-time data sharing, geospatial mapping, and situational awareness.
+Added: During the fiscal year ended February 28, 2025, we
+Added: 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,
2 unchanged sentences
private sector enterprises in high-risk areas such as disaster management, fleet operations, and emergency response missions.
−Removed: We expect these deployments to scale up during
−Removed: the fiscal year ending February 28, 2026, with further geographic expansion planned for key markets in China.
+Added: We expect these deployments to scale up during the
+Added: fiscal year ending February 28, 2026, with further geographic expansion planned for key markets in China.
These developments are expected
6 unchanged sentences
increasing adoption of EVs, the demand for EV charging stations and related services has been a significant growth driver for DaGe.
−Removed: During the fiscal year ended February 28, 2025,
−Removed: we expanded our network of service providers, onboarded additional automotive maintenance providers, and onboarded more EV charging stations
+Added: During the fiscal year ended February 28, 2025, we
+Added: expanded our network of service providers, onboarded additional automotive maintenance providers, and onboarded more EV charging stations
into the platform.
5 unchanged sentences
infrastructure to expand the platform’s reach, capitalizing on cross-promotion opportunities within our mobile services business.
−Removed: The introduction of loyalty programs and seasonal promotions helped retain users and drive repeat business, further strengthening the
−Removed: platform’s position in the market.
+Added: The introduction of loyalty programs and seasonal promotions helped retain users and drive repeat business, thereby further strengthening
+Added: the platform’s position in the market.
As we look ahead, we plan to continue expanding DaGe’s offerings by targeting new markets
1 unchanged sentence
Building on the momentum from the previous fiscal
−Removed: year, the DaGe platform continued to evolve during the three months ended May 31, 2025.
+Added: year, the DaGe platform continued to evolve during the six months ended August 31, 2025.
We focused on strengthening relationships with
5 unchanged sentences
Recent Developments
−Removed: On June 5, 2025, our subsidiary, JiuGe Technology,
−Removed: entered into a strategic collaborationarrangement with Zhejiang Jincheng Automotive Group Co., Ltd.
+Added: On or aournd June 5, 2025, our subsidiary, JiuGe Technology,
+Added: entered into a strategic collaboration arrangement with Zhejiang Jincheng Automotive Group Co., Ltd.
The arrangement sets the framework
3 unchanged sentences
in the emergency response market.
−Removed: On June 12, 2025, JiuGe Technology also entered
−Removed: into a strategic collaboration arrangement with Qingling Motors Co., Ltd., a leading Chinese automotive manufacturer.
+Added: On or around June 12, 2025, JiuGe Technology also
+Added: entered into a strategic collaboration arrangement with Qingling Motors Co., Ltd., a leading Chinese automotive manufacturer.
This partnership
3 unchanged sentences
and potential commercial deployment.
+Added: On September 30, 2025, our Company, our WOFE, JiuGe Management, and
+Added: Shanghai Jihaohe Information Technology Co., Ltd.
+Added: (“ Shanghai Jihaohe ”), entered into an asset purchase agreement pursuant
+Added: to which we caused JiuGe Management to acquire all of the intellectual property (including, without limitation, all of the inventions,
+Added: software in source code or object code, trademarks, copyrights and trade secrets) underpinning our DaGe platform, in consideration of
+Added: the issuance by us to Shanghai Jihaohe on October 2, 2025, of 1,500,000 fully-paid and non-assessable shares of our common stock at a
+Added: deemed issuance price of $1.57 per share.
Results of Operations
−Removed: Three Months Ended May 31, 2025 Compared to Three Months Ended
−Removed: The following table sets forth our results of
−Removed: operations for the periods indicated:
+Added: Three Months Ended August 31, 2025 Compared to Three Months Ended
+Added: August 31, 2024
+Added: The following table sets forth our results of operations
+Added: for the periods indicated:
For the three months ended
+Added: August 31, 2025
+Added: August 31, 2024
Cost of revenue
5 unchanged sentences
Total other income (expenses)
−Removed: Net Loss attributable to the Company’s shareholders
+Added: Net loss attributable to the Company’s stockholders
$ (1,541,010 )
6 unchanged sentences
Diluted Loss Per Share attributable to the Company
−Removed: The following table sets forth the Company’s revenue from its
−Removed: lines of business for the periods indicated:
+Added: The following table sets forth the Company’s revenue from its lines
+Added: of business for the periods indicated:
For the three months ended
+Added: August 31, 2025
+Added: August 31, 2024
Telecommunication Products & Services
2 unchanged sentences
Total Revenue
−Removed: We recorded $8,458,743 in revenue for the three
−Removed: months ended May 31, 2025, an increase of $84,760 or 1%, compared to the three months ended May 31, 2024.
+Added: We recorded $8,647,511 in revenue for the three months
+Added: ended August 31, 2025, an increase of $188,748 or 2%, compared to the three months ended August 31, 2024.
This increase resulted from
−Removed: increases in revenue of $10,475, $109,241 and $27,310 from our DaGe Platform, Command & Communication and Big Data, respectively,
−Removed: offset by decrease in revenue of $62,266 from our Telecommunication Products & Services.
−Removed: We principally earn revenue by providing mobile
−Removed: payment and recharge services to customers of telecommunications companies in China.
−Removed: Specifically, we earn a negotiated rebate amount
−Removed: from the telecommunications companies for all monies paid by consumers to those companies that we process.
−Removed: For the three months ended
−Removed: May 31, 2025, our revenue remained primarily driven by our Telecommunication Products & Services segment, which contributed $8.31
−Removed: million, representing 98% of total revenue.
−Removed: Although this segment recorded a slight year-over-year decrease of 1%, it continues to be
−Removed: the core contributor to our overall performance.
−Removed: The DaGe Platform, launched in 2024, continue
−Removed: to gain early momentum, generating $10,938 in revenue compared to $463 in the same period last year.
−Removed: While still in its development phase,
−Removed: the platform represents a strategic entry into the car services market, including offerings such as car wash, maintenance, and EV charging.
−Removed: Initial revenue reflects growing user engagements, and we anticipate stronger contributions in future periods as we expand services and
−Removed: deepen integration with EV charging networks.
+Added: increases in revenue of $214,637, $2,109, and $147 from our Telecommunication Products & Services, DaGe Platform, and Big Data, respectively,
+Added: offset by a decrease in revenue of $28,145 from our Command & Communication.
+Added: We principally earn revenue by providing mobile payment
+Added: and recharge services to customers of telecommunications companies in China.
+Added: Specifically, we earn a negotiated rebate amount from the
+Added: telecommunications companies for all monies paid by consumers to those companies that we process.
+Added: For the three months ended August 31,
+Added: 2025, our revenue remained primarily driven by our Telecommunication Products & Services segment, which contributed $8.64 million,
+Added: representing 99% of total revenue.
+Added: The DaGe Platform, launched in 2024, continues to
+Added: gain early momentum, generating $6,898 in revenue compared to $4,789 in the same period last year.
+Added: While revenue contributions remain
+Added: modest, growth indicates increasing user engagement and potential for stronger contributions as services scale and integration with EV
+Added: charging networks deepens.
The Command and Communication segment generated $585
in revenue during the quarter, reflecting continued progress in deploying our emergency response and communication services.
−Removed: This business supports our long-term diversification strategy and reinforces our commitment to scalable public safety solutions.
−Removed: The Big Data segment generated revenue of $27,310
−Removed: during the quarter.
−Removed: During this period, we continued to advance our AI-driven analytics initiatives under the Sapientus brand, with a
−Removed: focus on developing an insurance analytics platform and a broader AI-powered ecosystem.
−Removed: These initiatives include the rollout of intelligent
−Removed: customer profiling tools, AI chatbots, and web-based financial literacy platform aimed at supporting insurance and telco partners.
−Removed: are progressing from system design and testing toward commercial deployment, targeting future revenue streams through platform subscriptions,
−Removed: consulting services, and data-enable product distribution across Southeast Asia.
+Added: This business
+Added: supports our long-term diversification strategy and reinforces our commitment to scalable public safety solutions.
+Added: The Big Data segment generated revenue of $147 during
+Added: A key focus is the development of our Insurance Management and Enablement (IME) platform, which provides an end-to-end digital
+Added: solution for insurance brokers by streamlining customer management, product configuration, policy administration, and performance tracking.
+Added: We are actively pursuing commercial opportunities for IME, which we believe can become a core driver of recurring revenue and strategic
+Added: partnerships.
+Added: Alongside IME, we continue to advance other Sapientus initiatives such as customer profiling tools, AI chatbots, all of
+Added: which contribute to building an AI-powered ecosystem that supports insurers and telecom partners while expanding our future revenue streams
+Added: across Southeast Asia.
Cost of Revenue
−Removed: The following table sets forth the Company’s cost of revenue
−Removed: for the periods indicated:
+Added: The following table sets forth the Company’s cost of revenue for
+Added: the periods indicated:
For the three months ended
+Added: August 31, 2025
+Added: August 31, 2024
Telecommunication Products & Services
2 unchanged sentences
Total Cost of Revenue
−Removed: We recorded $8,306,222 in costs of revenue for
−Removed: the three months ended May 31, 2025, an increase of $614,128 or 8%, compared to the three months ended May 31, 2024.
+Added: We recorded $8,608,771 in costs of revenue for the
+Added: three months ended August 31, 2025, an increase of $451,036 or 6%, compared to the three months ended August 31, 2024.
As previously mentioned,
1 unchanged sentence
plans, and mobile phone sales in China.
−Removed: To earn this revenue, we incur cost of the product, certain customer acquisition costs, including
−Removed: discounts, promotion and marketing initiatives aimed at user growth and partner engagement, particularly in our emerging segments which
+Added: To earn this revenue, we incur costs of the product, certain customer acquisition costs, including
+Added: discounts, promotions, and marketing initiatives aimed at user growth and partner engagement, particularly in our emerging segments, which
are reflected in our cost of revenue.
−Removed: Our gross profit for the three months ended May
−Removed: 31, 2025 was $152,521, a decrease of $529,368 or 78%, compared to the three months ended May 31, 2024.
−Removed: The decline was primarily attributable
−Removed: to the lower margin product mix in the Telecommunication Product & Services segment during the period.
−Removed: In addition, initial ramp-up
−Removed: costs in our emerging segments particularly the DaGe Platform and Command and Communication business contributed to overall margin compression
−Removed: as these businesses are still in the early stages of development and have yet to achieve scale efficiencies.
+Added: For the three months ended August 31, 2025, we recorded
+Added: a gross profit of $38,740, a decrease of $262,288 or 87%, compared to the three months ended August 31, 2024.
+Added: The decline in gross profit
+Added: is primarily attributable to margin variability within the Telecommunication Products & Services segment, where certain transactions
+Added: carried lower margins.
+Added: While margins in this segment may fluctuate, the business remains a strategic core of our business as maintaining
+Added: scale and presence in the telecom market is crucial to supporting our broader ecosystem and creating cross-selling opportunities with
+Added: our emerging platforms.
+Added: In addition, initial ramp-up costs in our emerging segments, particularly the DaGe Platform and Command and Communication
+Added: business, contributed to overall margin pressure, as these segments are still in the early stages of development and have yet to achieve
+Added: scale efficiencies.
Amortization & Depreciation
−Removed: We recorded depreciation of $10,553 for fixed
−Removed: 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.
+Added: We recorded depreciation of $7,766 for fixed assets
+Added: for the three months ended August 31, 2025, a decrease of $3,974 or 34%, compared to the three months ended August 31, 2024.
General & Administrative Expenses
2 unchanged sentences
For the three months ended
+Added: August 31, 2025
+Added: August 31, 2024
Entertainment
3 unchanged sentences
We recorded $1,387,466 in general and administrative
−Removed: expenses for the three months ended May 31, 2025, decrease of $371,351 or 20%, compared to the three months ended May 31, 2024.
−Removed: was primarily due to lower technical fee, entertainment, and other miscellaneous expenses compared to the prior year.
−Removed: General and administrative
−Removed: expenses consist of personnel related costs, professional and accounting services, and general office and operational expenses necessary
−Removed: to support our business growth and regulatory compliance.
−Removed: These expenses include ongoing costs associated with corporate governance, audit
−Removed: and regulatory filings, consulting and advisory services, and operational support across our business segment.
+Added: expenses for the three months ended August 31, 2025, a decrease of $160,570 or 10%, compared to the three months ended August 31, 2024.
+Added: The decrease was primarily due to lower salaries & wages, traveling, entertainment, and other miscellaneous expenses compared to the
+Added: General and administrative expenses consist of personnel-related costs, professional and accounting services, and general
+Added: office and operational expenses necessary to support our business growth and regulatory compliance.
+Added: These expenses include ongoing costs
+Added: associated with corporate governance, audit and regulatory filings, consulting and advisory services, as well as operational support across
+Added: our business segments.
Marketing Cost
The following table sets forth the Company’s
−Removed: marketing cost for the periods indicated:
+Added: marketing costs for the periods indicated:
For the three months ended
+Added: August 31, 2025
+Added: August 31, 2024
Marketing Cost
−Removed: We recorded $12,106 in marketing cost for the
−Removed: three months ended May 31, 2025, being a decrease of $50,418 or 81%, compared to the three months ended May 31, 2024.
+Added: We recorded $18,836 in marketing costs for the three
+Added: months ended August 31, 2025, being a decrease of $52,746 or 74%, compared to the three months ended August 31, 2024.
Marketing activities
−Removed: during the quarter were primarily related to targeted campaigns supporting the continued rollout of our DaGe platform.
+Added: during the quarter were primarily focused on targeted campaigns supporting the continued rollout of our DaGe platform.
Research & Development
2 unchanged sentences
For the three months ended
+Added: August 31, 2025
+Added: August 31, 2024
Research & Development
−Removed: We incurred fees of $172,652 in research &
−Removed: 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
+Added: We incurred fees of $77,540 in research & development
+Added: for the three months ended August 31, 2025 as compared to $180,273 for the three months ended August 31, 2024 representing a decrease
of $102,733 or 57%.
2 unchanged sentences
also began within our Command and Communication segment, which is currently in its initial buildout phase under a strategic joint venture.
−Removed: The Sapientus division continues to focus on AI-powered
−Removed: analytics and insurance-related data modelling, supported by a team of actuaries, data scientists, and software engineers.
−Removed: quarter, we continued to maintain and refine our credit risk assessment platform as part of our broader suite of data-driven solutions.
−Removed: We also commenced development of a new insurance
−Removed: platform with integrated AI capabilities, aimed at supporting intelligent risk evaluation, product innovation, and sales enablement.
−Removed: parallel, we continued to refine our analytics using empirical data and progressed internal efforts to support future capabilities in
−Removed: portfolio segmentation and data-driven distribution strategies.
−Removed: The Company also holds registered patents in China covering proprietary
+Added: Within Sapientus, our primary focus has been the development
+Added: of the IME platform, a digital solution designed to integrate customer management, product configuration, policy administration, and performance
+Added: tracking across the insurance value chain.
+Added: The IME platform aims to enhance efficiency, minimize errors, strengthen compliance, and provide
+Added: real-time insights for insurers and brokers.
+Added: During the quarter, we continued to advance IME toward commercialization and pursue opportunities
+Added: for strategic partnerships.
+Added: In addition to IME, we maintained and enhanced our
+Added: credit risk assessment platform and continued development of other AI-powered analytics initiatives, including intelligent risk evaluation,
+Added: product innovation, and sales enablement tools.
+Added: We also refine our analytics using empirical data to build future capabilities in portfolio
+Added: segmentation and data-driven distribution strategies.
+Added: The Company continues to maintain registered patents in China covering proprietary
model algorithms and insurance analytics infrastructure.
−Removed: Looking ahead, we remain focused on expanding
−Removed: Sapientus beyond China, with an emphasis on scalable and low capital data solutions designed for international markets.
−Removed: At the same time,
−Removed: we are progressing the early stage development of our Command & Communication segment under a strategic collaboration, supporting
−Removed: future opportunities in emergency response and public safety infrastructure.
−Removed: Research and development remains core to our innovation led
−Removed: strategy and long term value creation across both analytics and technology-driven services.
+Added: Looking ahead, we intend to expand Sapientus beyond
+Added: China, with an emphasis on scalable and low capital data solutions designed for international markets.
+Added: At the same time, we are progressing
+Added: the early stage development of our Command & Communication segment under a strategic collaboration, supporting future opportunities
+Added: in emergency response and public safety infrastructure.
+Added: Research and development remains core to our innovation led strategy and long
+Added: term value creation across both analytics and technology-driven services.
Credit Impairment Loss
2 unchanged sentences
For the three months ended
+Added: August 31, 2025
+Added: August 31, 2024
Credit impairment loss
−Removed: We recorded $307,967 in credit impairment loss
−Removed: 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
−Removed: assessment of expected credit loss based on updated evaluations of customer credit risk and overall credit exposure.
+Added: We recorded ($71,198) in credit impairment loss for
+Added: the three months ended August 31, 2025, compared to no such losses for the three months ended August 31, 2024.
+Added: The favorable movement
+Added: reflects updated evaluation of customer credit risk and overall credit exposure, resulting in a reduction of previously estimated credit
Share Compensation Expenses
2 unchanged sentences
For the three months ended
+Added: August 31, 2025
+Added: August 31, 2024
Share compensation expenses
−Removed: We incurred fees of $127,747 in share issuance
−Removed: for consultants in consideration of services and stock option compensation expense for the three months ended May 31, 2025 as compared
−Removed: to $222,670 for the three months ended May 31, 2024.
+Added: We incurred fees of $107,750 in share issuance for
+Added: consultants in consideration of services and stock option compensation expense for the three months ended August 31, 2025 as compared
+Added: to $180,563 for the three months ended August 31, 2024.
+Added: The decrease of $72,813 or 40% was due to the reduced engagement of consultants
+Added: to the Company that were compensated with shares of our common stock, which highlights our effort to minimize equity issuances as part
+Added: of our broader financial strategy to optimize equity issuances.
+Added: However, we will continue to employ equity compensation for consultants
+Added: selectively, aligning with our strategic and financial objectives.
+Added: Operating Expenses
+Added: We recorded $1,528,160 in operating expenses for the
+Added: three months ended August 31, 2025, as compared to $1,992,194 in operating expenses for the three months ended August 31, 2024.
+Added: of $464,034 or 23%, for the three months ended August 31, 2025 is as set forth above.
+Added: Net Loss attributable to the Company’s
+Added: The net loss attributable to the Company’s shareholders
+Added: was $1,541,010 for the three months ended August 31, 2025 and $1,688,229 for the three months ended August 31, 2024.
+Added: The decrease in net
+Added: loss attributable to the Company’s shareholders of $147,219 or 9% resulted primarily from the reduction in operating expenses as
+Added: discussed above.
+Added: Six Months Ended August 31, 2025 Compared to Six Months Ended August
+Added: The following table sets forth our results of operations
+Added: for the periods indicated:
+Added: For the six months ended
+Added: August 31, 2025
+Added: August 31, 2024
+Added: Cost of revenue
+Added: $ (16,914,993 )
+Added: $ (15,849,829 )
+Added: Total operating expenses
+Added: $ (3,669,611 )
+Added: $ (4,350,172 )
+Added: Total other income (expenses)
+Added: Net loss attributable to the Company’s stockholders
+Added: $ (3,549,566 )
+Added: $ (3,344,133 )
+Added: Foreign currency translation adjustment
+Added: Comprehensive loss attributable to the Company
+Added: $ (3,268,754 )
+Added: $ (3,168,033 )
+Added: Basic Loss Per Share attributable to the Company
+Added: Diluted Loss Per Share attributable to the Company
+Added: The following table sets forth the Company’s revenue from its lines
+Added: of business for the periods indicated:
+Added: For the six months ended
+Added: August 31, 2025
+Added: August 31, 2024
+Added: Telecommunication Products & Services
+Added: DaGe Platform
+Added: Command & Communication
+Added: Total Revenue
+Added: We recorded $17,106,254 in revenue for the six months
+Added: ended August 31, 2025, an increase of $273,508 or 2%, compared to the six months ended August 31, 2024.
+Added: This increase resulted from increases
+Added: in revenue of $152,371, $12,584, $81,096 and $27,457 from our Telecommunication Products & Services, DaGe Platform, Command &
+Added: Communication and Big Data, respectively.
+Added: We principally earn revenue by providing mobile payment
+Added: and recharge services to customers of telecommunications companies in China.
+Added: Specifically, we earn a negotiated rebate amount from the
+Added: telecommunications companies for all monies paid by consumers to those companies that we process.
+Added: For the six months ended August 31,
+Added: 2025, our revenue remained primarily driven by our Telecommunication Products & Services segment, which contributed $16.95 million,
+Added: representing 99% of total revenue.
+Added: The DaGe Platform, launched in 2024, generated $17,836
+Added: in revenue compared to $5,252 in the same period last year.
+Added: While still in its development phase, the platform reflects early momentum
+Added: as we expand into the automotive services market, including offerings such as car wash, maintenance, and EV charging.
+Added: Revenue contributions
+Added: remain modest, but increasing user engagements highlights the platform’s long-term potential as services scale and integration with
+Added: EV charging networks expands.
+Added: The Command and Communication segment generated $109,826
+Added: in revenue for the six months ended August 31, 2025, reflecting continued progress in deploying our emergency response and communication
+Added: This business supports our long-term diversification strategy and reinforces our commitment to scalable public safety solutions.
+Added: The Big Data segment generated revenue of $27,457for
+Added: the six months ended August 31, 2025.
+Added: Our primary focus in this segment has been advancing the Insurance Management and Enablement (IME)
+Added: platform, a digital solution designed to integrate customer management, product configuration, policy administration, and performance
+Added: tracking for insurance brokers and insurers.
+Added: IME is being positioned as a cornerstone for future recurring revenue and strategic partnerships,
+Added: and we are actively pursuing commercial opportunities around the platform.
+Added: In addition to IME, we continue to develop other Sapientus
+Added: initiatives, including intelligent customer profiling tools and AI chatbots.
+Added: Collectively, these initiatives are building an AI-powered
+Added: ecosystem that supports insurers and telecom partners and lays the foundation for subscriptions services, consulting solutions, and data-enable
+Added: product distribution across Southeast Asia.
+Added: Cost of Revenue
+Added: The following table sets forth the Company’s cost of revenue for
+Added: the periods indicated:
+Added: For the six months ended
+Added: August 31, 2025
+Added: August 31, 2024
+Added: Telecommunication Products & Services
+Added: DaGe Platform
+Added: Command & Communication
+Added: Total Cost of Revenue
+Added: We recorded $16,914,993 in costs of revenue for the
+Added: six months ended August 31, 2025, an increase of $1,065,164 or 7%, compared to the six months ended August 31, 2024.
+Added: As previously mentioned,
+Added: we principally earn revenue by providing mobile payment and recharge services to customers of telecommunications companies, subscription
+Added: plans and mobile phone sales in China.
+Added: To earn this revenue, we incur cost of the product, certain customer acquisition costs, including
+Added: discounts, promotion and marketing initiatives aimed at user growth and partner engagement, particularly in our emerging segments which
+Added: are reflected in our cost of revenue.
+Added: Our gross profit for the six months ended August 31,
+Added: 2025 was $191,261, a decrease of $791,656 or 81%, compared to the six months ended August 31, 2024.
+Added: The decline was primarily attributable
+Added: to margin variability within the Telecommunication Products & Services segment, where certain transactions carried lower margins.
+Added: Although margins in the Telecommunication sector may fluctuate and, at times, narrow significantly, this segment remains a strategic core
+Added: of our business, as maintaining scale and presence in the telecom market is essential to supporting our broader ecosystem and enabling
+Added: cross-selling opportunities with our emerging platforms.
+Added: In addition, initial ramp-up costs in our emerging segments, particularly the
+Added: DaGe Platform and Command and Communication business, contributed to overall margin compression as these businesses are still in the early
+Added: stages of development and have yet to achieve scale efficiencies.
+Added: Amortization & Depreciation
+Added: We recorded depreciation of $18,319 for fixed assets
+Added: for the six months ended August 31, 2025, a decrease of $5,435 or 23%, compared to the six months ended August 31, 2024.
+Added: General & Administrative Expenses
+Added: The following table sets forth the Company’s
+Added: general and administrative expenses for the periods indicated:
+Added: For the six months ended
+Added: August 31, 2025
+Added: August 31, 2024
+Added: Entertainment
+Added: Salaries & Wages
+Added: Technical fee
+Added: Total G&A Expenses
+Added: We recorded $2,897,892 in general and administrative
+Added: expenses for the six months ended August 31, 2025, a decrease of $531,921 or 16%, compared to the six months ended August 31, 2024.
+Added: decrease was primarily due to lower salaries & wages, travelling, entertainment, and other miscellaneous expenses compared to the
+Added: General and administrative expenses consist of personnel related costs, professional and accounting services, and general
+Added: office and operational expenses necessary to support our business growth and regulatory compliance.
+Added: These expenses include ongoing costs
+Added: associated with corporate governance, audit and regulatory filings, consulting and advisory services, as well as operational support across
+Added: our business segments.
+Added: Marketing Cost
+Added: The following table sets forth the Company’s
+Added: marketing cost for the periods indicated:
+Added: For the six months ended
+Added: August 31, 2025
+Added: August 31, 2024
+Added: Marketing Cost
+Added: We recorded $30,942 in marketing cost for the six
+Added: months ended August 31, 2025, being a decrease of $103,164 or 77%, compared to the six months ended August 31, 2024.
+Added: Marketing activities
+Added: during the quarter were primarily related to targeted campaigns supporting the continued rollout of our DaGe platform.
+Added: Research & Development
+Added: The following table sets forth the Company’s
+Added: research & development for the periods indicated:
+Added: For the six months ended
+Added: August 31, 2025
+Added: August 31, 2024
+Added: Research & Development
+Added: We incurred fees of $250,192 in research & development
+Added: for the six months ended August 31, 2025 as compared to $359,266 for the six months ended August 31, 2024 representing a decrease of $109,074
+Added: A substantial portion of the research and development
+Added: efforts during the quarter was directed toward our Big Data segment under the Sapientus brand, while preliminary development activities
+Added: also began within our Command and Communication segment, which is currently in its initial buildout phase under a strategic joint venture.
+Added: Within Sapientus, our primary focus has been the development
+Added: of the Insurance Management and Enablement (IME) platform, a digital solution designed to integrate customer management, product configuration,
+Added: policy administration, and performance tracking across the insurance value chain.
+Added: IME is designed to improve efficiency, reduce errors,
+Added: strengthen compliance, and provide real-time insights for insurers and brokers.
+Added: During the six month period, we advanced IME towards commercialization
+Added: and continued to pursue opportunities for strategic partnerships.
+Added: In addition to IME, we maintained and enhanced our
+Added: credit risk assessment platform and continued to develop other AI-powered analytics initiatives, including intelligent risk evaluation,
+Added: product innovation, and a sales enablement tool.
+Added: We also refine our analytics initiatives, including using empirical data to strengthen
+Added: future capabilities in portfolio segmentation and data-driven distribution strategies.
+Added: The Company continues to maintain all the registered
+Added: patents in China covering proprietary model algorithms and insurance analytics infrastructure.
+Added: Looking ahead, we remain focused on expanding Sapientus
+Added: beyond China, with an emphasis on scalable and low capital data solutions designed for international markets.
+Added: At the same time, we are
+Added: progressing the early stage development of our Command & Communication segment under a strategic collaboration, supporting future
+Added: opportunities in emergency response and public safety infrastructure.
+Added: Research and development remains core to our innovation led strategy
+Added: and long term value creation across both analytics and technology-driven services.
+Added: Credit Impairment Loss
+Added: The following table sets forth the Company’s
+Added: credit impairment loss for the periods indicated:
+Added: For the six months ended
+Added: August 31, 2025
+Added: August 31, 2024
+Added: Credit impairment loss
+Added: We recorded $236,769 in credit impairment loss for
+Added: six months ended August 31, 2025, an increase $236,769 or 100% compared to the six months ended August 31, 2024, reflecting a prudent
+Added: assessment of expected credit loss based on updated evaluations of customer credit risk and overall credit exposure.
+Added: Share Compensation Expenses
+Added: The following table sets forth the Company’s
+Added: share compensation expenses for the periods indicated:
+Added: For the six months ended
+Added: August 31, 2025
+Added: August 31, 2024
+Added: Share compensation expenses
+Added: We incurred fees of $235,497 in share issuance for
+Added: consultants in consideration of services and stock option compensation expense for the six months ended August 31, 2025 as compared to
+Added: $403,233 for the six months ended August 31, 2024.
The decrease of $167,736 or 42% was due to the reduced engagement of consultants to
4 unchanged sentences
Operating Expenses
−Removed: We recorded $2,141,451 in operating expenses for
−Removed: the three months ended May 31, 2025, as compared to $2,357,978 in operating expenses for the three months ended May 31, 2024.
−Removed: of $216,527 or 9%, for the three months ended May 31, 2025 is as set forth above.
+Added: We recorded $3,669,611 in operating expenses for the
+Added: six months ended August 31, 2025, as compared to $4,350,172 in operating expenses for the six months ended August 31, 2024.
+Added: of $680,561 or 16%, for the six months ended August 31, 2025 is as set forth above.
Net Loss attributable to the Company’s
−Removed: The net loss attributable to the Company’s
−Removed: 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.
−Removed: in net loss attributable to the Company’s shareholders of $352,652 or 21% resulted primarily from the significant decline in gross
−Removed: profit which was due to the low margin product mix in the Telecommunication Product & Services segment as discussed above.
+Added: The net loss attributable to the Company’s shareholders
+Added: was $3,549,566 for the six months ended August 31, 2025 and $3,344,133 for the six months ended August 31, 2024.
+Added: The increase in net loss
+Added: attributable to the Company’s shareholders of $205,433 or 6% resulted primarily from the significant decline in gross profit which
+Added: 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
−Removed: capital as of May 31, 2025 and February 28, 2025:
−Removed: As at May 31,
+Added: capital as of August 31, 2025 and February 28, 2025:
+Added: As at August 31,
As at February 28,
1 unchanged sentence
Working capital
−Removed: At May 31, 2025, we had cash and cash equivalents
+Added: At August 31, 2025, we had cash and cash equivalents
of $221,836, as compared to cash and cash equivalents of $1,128,135 at February 28, 2025.
6 unchanged sentences
To manage these operational demands effectively, we have had to carefully monitor and manage our cash
−Removed: We anticipate our cash on hand and cash equivalents, along with our revenues from operations, will support our ongoing operations
−Removed: and repayment of outstanding indebtedness in the near term.
−Removed: However, to sustain our growth and support strategic initiatives, including
−Removed: the rollout of our Command & Communication business and increase deposits with telecommunication companies, we will require additional
−Removed: To support all these, we intend to continue to seek additional capital through public or private sales of our equity or debt
−Removed: securities, or both.
+Added: We anticipate that our available resources, together with expected operating inflows, will be sufficient to support our ongoing
+Added: operations and meet near-term obligations.
+Added: However, to sustain our growth and support strategic initiatives, including the rollout of
+Added: our Command & Communication business and increase deposits with telecommunication companies, we will require additional capital.
+Added: support all these, we intend to continue to seek additional capital through public or private sales of our equity or debt securities,
We may also explore entering into financing arrangements with commercial banks or non-traditional lenders.
−Removed: provide investors with any assurance that we will be able to raise additional funding from the sale of our equity and/or debt securities
−Removed: on terms acceptable to us, or at all, in order to support the rollout of our Command & Communication business and increase our deposits
−Removed: with our telecommunications company clients .
−Removed: We did, however, as of May 31, 2025, receive $950,000
−Removed: 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
−Removed: 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
−Removed: to purchase 150,000 shares of our common stock at $1.88 per share.
+Added: We cannot provide
+Added: 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
+Added: acceptable to us, or at all, in order to support the rollout of our Command & Communication business and increase our deposits with
+Added: our telecommunications company clients .
Statement of Cashflows
−Removed: The following table provides a summary of cash
−Removed: flows for the periods presented:
−Removed: For the three months ended
+Added: The following table provides a summary of cash flows
+Added: for the periods presented:
+Added: For the six months ended
+Added: August 31, 2025
+Added: August 31, 2024
Net cash used in operating activities
4 unchanged sentences
Effect of exchange rates on cash & cash equivalents
−Removed: Net increase (decrease) in cash and cash equivalents
+Added: Net decrease in cash and cash equivalents
Cash Flow used in Operating Activities
−Removed: Net cash used in operating activities decreased
−Removed: 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
−Removed: receivable of ($6,005,779) (May 31, 2024:
−Removed: ($7,762,176)) and decrease in lease liability of ($1,567) (May 31, 2024:
−Removed: decrease in prepayment and deposit of $862,490 (May 31, 2043:
−Removed: $24,000 ), decrease in other receivable of $71,455 (May 31, 2024:
−Removed: decrease in inventories of $43,613 (May 31, 2024:
−Removed: $nil), increase in accounts payable of $5,375,987 (May 31, 2024:
−Removed: $6,884,661) and increase
−Removed: in accrual and other payable of $26,048 (May 31, 2024:
+Added: Net cash used in operating activities increased by
+Added: $182,077 in the six months ended August 31, 2025 compared to the six months ended August 31, 2024, primarily due to an increase in account
+Added: receivable of ($4,610,390) (August 31, 2024:
+Added: ($12,209,223)), increase in other receivable of ($425,360) (August 31, 2024:
+Added: $527,972) and
+Added: decrease in lease liability of ($3,495) (August 31, 2024:
+Added: offset by decrease in prepayment and deposit of $1,531,103 (August
+Added: ($22,226)), decrease in inventories of $15,187 (August 31, 2024:
+Added: $nil), increase in accounts payable of $3,278,687 (August 31,
+Added: $10,002,702) and increase in accrual and other payable of $209,687 (August 31, 2024:
Cash Flow used in Investing Activities
−Removed: During the three months ended May 31, 2025, net
−Removed: cash used in investing activities increased by $1,826 compared to $nil in the three months ended May 31, 2024.
+Added: During the six months ended August 31, 2025, net cash
+Added: used in investing activities increased by $85 compared to $1,741 in the six months ended August 31, 2024.
Cash Flow provided by Financing Activities
−Removed: During the three months ended May 31, 2025, net
−Removed: cash provided by financing activities was $2,956,615 compared to net cash provided by financing activities during the three months ended
−Removed: May 31, 2024 of $775,000.
−Removed: The increase was due to the receipt of subscription proceeds on a private placement basis and exercise of warrants.
+Added: During the six months ended August 31, 2025, net cash
+Added: provided by financing activities was $2,205,493 compared to net cash provided by financing activities during the six months ended August
+Added: 31, 2024 of $2,629,688.
+Added: The decrease was due to the $751,122 repayment of the loan.
Off-Balance Sheet Arrangements
−Removed: There are no off-balance sheet arrangements that
−Removed: have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues
−Removed: or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
+Added: There are no off-balance sheet arrangements that have
+Added: or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses,
+Added: results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Subsequent Events
−Removed: Other than the above, we have determined that
−Removed: we do not have any material subsequent events to report.
+Added: On September 30, 2025, our Company, our WOFE,
+Added: JiuGe Management, and Shanghai Jihaohe, entered into an asset purchase agreement pursuant to which we caused JiuGe Management to acquire
+Added: all of the intellectual property (including, without limitation, all of the inventions, software in source code or object code, trademarks,
+Added: copyrights and trade secrets) underpinning our DaGe platform, in consideration of the issuance by us to Shanghai Jihaohe on October 2,
+Added: 2025, of 1,500,000 fully-paid and non-assessable shares of our common stock at a deemed issuance price of $1.57 per share.
Critical Accounting Policies
−Removed: For a complete summary of all our significant
−Removed: accounting policies refer to Note 2 - Summary of Principal Accounting Policies of the Notes to the Consolidated Financial Statements
−Removed: as presented under Item 8, Financial Statements and Supplementary Data in our Annual Report on Form 10-K for our fiscal year ended February
+Added: For a complete summary of all our significant accounting
+Added: policies refer to Note 2 - Summary of Principal Accounting Policies of the Notes to the Consolidated Financial Statements as presented
+Added: 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.
3 unchanged sentences
Recently Issued Accounting Pronouncements
−Removed: The Company does not believe recently issued but
−Removed: not yet effective accounting standards, if currently adopted, would have a material effect on the consolidated financial position, statements
+Added: The Company does not believe recently issued but not
+Added: yet effective accounting standards, if currently adopted, would have a material effect on the consolidated financial position, statements
of operations and cash flows.
4 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.