What changed in this filing

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Item 4. Controls and Procedures

2025-10-14 compared with 2025-07-15 · 39 added, 36 removed, 59 unchanged (56% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our

Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as such term

is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Annual Report.

Our management, with the participation of our Chief

Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as such term is

defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Annual Report.

Our disclosure

7 unchanged sentences

Based on such evaluation of our disclosure controls

and procedures as of May 31, 2025, our Chief Executive Officer and Chief Financial Officer concluded that due to the existence of material

and procedures as of August 31, 2025, our Chief Executive Officer and Chief Financial Officer concluded that due to the existence of material

weaknesses in our internal controls over financial reporting, as discussed in more detail below, our disclosure controls and procedures

were not effective as of May 31, 2025.

were not effective as of August 31, 2025.

Management has continued to monitor the implementation of the remediation plan described below.

2 unchanged sentences

Management of FingerMotion, Inc.

is responsible

for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f)

is responsible for

establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f)

and 15d-15(f).

12 unchanged sentences

acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Therefore, even those

systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation,

projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of

changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

“smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K under the Securities Act.

For as long as we continue

to be a smaller reporting company, we may take advantage of exemptions from various reporting requirements that are applicable to other

public companies that are not smaller reporting companies.

Because of its

inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Therefore, even those systems

determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation, projections

of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in

conditions or that the degree of compliance with the policies or procedures may deteriorate.

We are a “smaller

reporting company” as defined in Item 10(f)(1) of Regulation S-K under the Securities Act.

For as long as we continue to be a smaller

reporting company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies

that are not smaller reporting companies.

Our management, including our principal financial

officer, assessed the effectiveness of the Company’s internal control over financial reporting as of May 31, 2025 in accordance

officer, assessed the effectiveness of the Company’s internal control over financial reporting as of August 31, 2025 in accordance

with the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations

1 unchanged sentence

Based on this assessment,

Management concluded that certain aspects of the Company's internal control over financial reporting as of May 31, 2025, were not effective.

A material weakness,

as defined in standards established pursuant to the Sarbanes-Oxley Act, is a deficiency or combination of deficiencies in internal controls

over financial reporting such that there is a reasonable possibility that a material misstatement or our annual or interim consolidated

financial statements will not be prevented or detected on a timely basis.

The ineffectiveness of

our internal control over financial reporting was due to the following material weakness, which also existed as of February 29, 2024:

Management concluded that certain aspects of the Company's internal control over financial reporting as of August 31, 2025, were not effective.

A material weakness, as defined

in standards established pursuant to the Sarbanes-Oxley Act, is a deficiency or combination of deficiencies in internal controls over

financial reporting such that there is a reasonable possibility that a material misstatement or our annual or interim consolidated financial

statements will not be prevented or detected on a timely basis.

The ineffectiveness of our

internal control over financial reporting was due to the following material weakness, which also existed as of February 29, 2024:

We have limited segregation of duties and oversight of work performed as well as lack of compensating controls in the Company’s finance and accounting functions due to limited personnel.

2 unchanged sentences

However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals.

Plan to Remediate the Material Weaknesses:

has taken significant steps towards remediation of these material weaknesses in 2023, including implementing measures designed address

Management’s Plan

to Remediate the Material Weaknesses:

continues to take significant steps towards remediation of these material weaknesses , including implementing measures designed address

the control deficiencies.

4 unchanged sentences

incorporating segregation of duties, separate individuals performing and reviewing controls, and proper authorization and segregation

of duties around payments and expenditures in 2023.

While significant progress has been made in implementing most of these controls, the

process is not yet complete.

Management continues to work towards completing the implementation and anticipates further progress during

of duties around payments and expenditures.

While significant progress has been made in implementing most of these controls, the process

is not yet complete.

Management continues to work towards completing the implementation and anticipates further progress during the year.

Management has implemented corporate governance policies and charters that will further align the Company’s governance procedures with the requirements noted in the Sarbanes-Oxley Act, including a Codes of Business Conduct and Ethics, which reflects the overall corporate principles, policies and values that provides overall guidance for our control procedures.

Notwithstanding the assessment that our ICFR was

not effective as of May 31, 2025 and that there is a material weaknesses as identified herein, we believe that our consolidated financial

Notwithstanding the assessment that our ICFR was not

effective as of August 31, 2025 and that there is a material weaknesses as identified herein, we believe that our consolidated financial

statements contained in this Quarterly Report fairly present our financial position, results of operations and cash flows for the period

9 unchanged sentences

by the Company as described above, there have been no other changes in our internal control over financial reporting (as defined in Rules

13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our fiscal quarter ended May 31, 2025, that have materially affected,

13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our fiscal quarter ended August 31, 2025, that have materially affected,

or are reasonably likely to materially affect, our internal control over financial reporting.

1 unchanged sentence

ITEM 1 – LEGAL PROCEEDINGS

The Company is not a party to any pending legal

We are not aware of any pending legal proceeding to which any of our officers, directors, affiliates or any beneficial holders

of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

The Company is not a party to any pending legal proceeding.

We are not aware of any pending legal proceeding to which any of our officers, directors, affiliates or any beneficial holders of 5% or

more of our voting securities are adverse to us or have a material interest adverse to us.

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 4. Controls and Procedures