Item 1. Financial Statements
ITEM 1 – FINANCIAL STATEMENTS
3
FINGERMOTION, INC.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the six months ended August 31, 2025
(Unaudited - Expressed in U.S. Dollars)
4
FingerMotion, Inc.
Condensed Consolidated Balance Sheets
August 31,
February 28,
2025
2025
(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents
$ 221,836
$ 1,128,135
Accounts receivable, net
37,778,762
32,659,437
Inventories
123,546
136,020
Prepayment and deposit
5,384,673
7,016,803
Other receivables
1,550,653
1,096,965
Total Current Assets
45,059,470
42,037,360
Non-current Assets
Equipment
12,356
23,260
Intangible assets
2,587
9,758
Right-of-use asset
73,869
126,581
Deferred tax asset
6,751,780
6,623,492
Total Non-Current Assets
6,840,592
6,783,091
TOTAL ASSETS
$ 51,900,062
$ 48,820,451
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable
$ 28,399,705
$ 24,560,361
Accrual and other payables
7,954,481
9,323,641
Loan payable, current portion
382,623
1,133,745
Lease liability, current portion
70,551
116,808
Total Current Liabilities
36,807,360
35,134,555
Non-current Liabilities
Lease liability, non-current portion
—
9,986
Deferred tax liabilities
17,315
16,954
Total Non-Current Liabilities
17,315
26,940
TOTAL LIABILITIES
$ 36,824,675
$ 35,161,495
STOCKHOLDERS’ EQUITY
Preferred stock, par value $ .0001 per share; Authorized 1,000,000 shares; issued and outstanding - 0 - shares.
—
—
Common Stock, par value $ .0001 per share; Authorized 200,000,000 shares; issued and outstanding 59,408,429 shares and 57,141,186 issued and outstanding at August 31, 2025 and February 28, 2025 respectively
5,941
5,714
Additional paid-in capital
51,717,567
47,304,416
Additional paid-in capital - stock options
1,767,980
1,473,996
Accumulated deficit
( 37,736,950 )
( 34,187,384 )
Accumulated other comprehensive income
( 661,922 )
( 943,276 )
Stockholders’ equity before non-controlling interests
15,092,616
13,653,466
Non-controlling interests
( 17,229 )
5,490
TOTAL STOCKHOLDERS’ EQUITY
15,075,387
13,658,956
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$ 51,900,062
$ 48,820,451
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
5
FingerMotion, Inc.
Unaudited Condensed Consolidated Statements of Operations
Three Months Ended
Six Months Ended
August 31,
August 31,
August 31,
August 31,
2025
2024
2025
2024
Revenue
$ 8,647,511
$ 8,458,763
$ 17,106,254
$ 16,832,746
Cost of revenue
( 8,608,771 )
( 8,157,735 )
( 16,914,993 )
( 15,849,829 )
Gross profit
38,740
301,028
191,261
982,917
Amortization & depreciation
( 7,766 )
( 11,740 )
( 18,319 )
( 23,754 )
General & administrative expenses
( 1,387,466 )
( 1,548,036 )
( 2,897,892 )
( 3,429,813 )
Marketing cost
( 18,836 )
( 71,582 )
( 30,942 )
( 134,106 )
Research & development
( 77,540 )
( 180,273 )
( 250,192 )
( 359,266 )
Credit impairment loss
71,198
—
( 236,769 )
—
Stock compensation expenses
( 107,750 )
( 180,563 )
( 235,497 )
( 403,233 )
Total operating expenses
( 1,528,160 )
( 1,992,194 )
( 3,669,611 )
( 4,350,172 )
Net loss from operations
( 1,489,420 )
( 1,691,166 )
( 3,478,350 )
( 3,367,255 )
Other income (expense):
Interest income
4,573
12,228
9,710
32,241
Interest expense
( 40,248 )
( 28,578 )
( 92,129 )
( 28,578 )
Exchange gain (loss)
( 14,470 )
12,150
( 10,709 )
12,393
Other income
( 9,959 )
4,815
( 807 )
4,816
Total other income (expense)
( 60,104 )
615
( 93,935 )
20,872
Net loss before income tax
$ ( 1,549,524 )
$ ( 1,690,551 )
$ ( 3,572,285 )
$ ( 3,346,383 )
Income tax expenses
—
—
—
—
Net loss
$ ( 1,549,524 )
$ ( 1,690,551 )
$ ( 3,572,285 )
$ ( 3,346,383 )
Less: Net profit (loss) attributable to the non-controlling interest
( 8,514 )
( 2,322 )
( 22,719 )
( 2,250 )
Net loss attributable to the Company’s stockholders
$ ( 1,541,010 )
$ ( 1,688,229 )
$ ( 3,549,566 )
$ ( 3,344,133 )
Other comprehensive income:
Foreign currency translation adjustments
129,045
240,216
281,354
175,217
Comprehensive loss
$ ( 1,411,965 )
$ ( 1,448,013 )
$ ( 3,268,212 )
$ ( 3,168,916 )
Less: Comprehensive loss attributable to non-controlling interest
—
183
542
( 883 )
Comprehensive loss attributable to the Company
$ ( 1,411,965 )
$ ( 1,448,196 )
$ ( 3,268,754 )
$ ( 3,168,033 )
NET PROFIT (LOSS) PER SHARE
Loss Per Share - Basic
$ ( 0.03 )
$ ( 0.03 )
$ ( 0.06 )
$ ( 0.06 )
Loss Per Share - Diluted
$ ( 0.03 )
$ ( 0.03 )
$ ( 0.06 )
$ ( 0.06 )
NET PROFIT (LOSS) PER SHARE ATTRIBUTABLE TO THE COMPANY
Loss Per Share - Basic
$ ( 0.03 )
$ ( 0.03 )
$ ( 0.06 )
$ ( 0.06 )
Loss Per Share - Diluted
$ ( 0.03 )
$ ( 0.03 )
$ ( 0.06 )
$ ( 0.06 )
Weighted Average Common Shares Outstanding - Basic
59,408,429
52,712,850
58,349,151
52,686,451
Weighted Average Common Shares Outstanding - Diluted
59,408,429
52,712,850
58,349,151
52,686,451
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
6
FingerMotion, Inc.
Unaudited Condensed Consolidated Statement of Stockholders’ Equity
Accumulated
Capital Paid
Additional
Other
Common Stock
in Excess
Paid-in capital
Accumulated
Comprehensive
Stockholders’
Non-controlling
Shares
Amount
of Par Value
stock options
Deficit
Income
equity
interest
Total
Balance at March 1, 2025
57,141,186
5,714
47,304,416
1,473,996
( 34,187,384 )
( 943,276 )
13,653,466
5,490
13,658,956
Common stock issued for cash
1,679,743
168
2,956,447
—
—
—
2,956,615
—
2,956,615
Common stock issued for professional service
27,500
3
56,760
—
—
—
56,763
—
56,763
Common stock issued for conversion of customer deposit
560,000
56
1,399,944
—
—
—
1,400,000
—
1,400,000
Accumulated other comprehensive income
—
—
—
—
—
152,309
152,309
—
152,309
Net Loss
—
—
—
—
( 2,008,556 )
—
( 2,008,556 )
( 14,205 )
( 2,022,761 )
Balance at May 31, 2025
59,408,429
5,941
51,717,567
1,473,996
( 36,195,940 )
( 790,967 )
16,210,597
( 8,715 )
16,201,882
Additional paid-in capital – stock options
—
—
—
293,984
—
—
293,984
—
293,984
Accumulated other comprehensive income
—
—
—
—
—
129,045
129,045
—
129,045
Net Loss
—
—
—
—
( 1,541,010 )
—
( 1,541,010 )
( 8,514 )
( 1,549,524 )
Balance at August 31, 2025
59,408,429
5,941
51,717,567
1,767,980
( 37,736,950 )
( 661,922 )
15,092,616
( 17,229 )
15,075,387
7
Accumulated
Capital Paid
Additional
Other
Common Stock
in Excess
Paid-in capital
Accumulated
Comprehensive
Stockholders’
Non-controlling
Shares
Amount
of Par Value
stock options
Deficit
Income
equity
interest
Total
Balance at March 1, 2024 (As restated)
52,545,350
5,254
40,292,778
1,233,619
( 29,074,580 )
( 767,011 )
11,690,060
2,028
11,692,088
Common stock issued for professional service
167,500
17
369,577
—
—
—
369,594
—
369,594
Accumulated other comprehensive income
—
—
—
—
—
( 64,999 )
( 64,999 )
—
( 64,999 )
Net Loss
—
—
—
—
( 1,655,904 )
—
( 1,655,904 )
72
( 1,655,832 )
Balance at May 31, 2024 (As restated)
52,712,850
5,271
40,662,355
1,233,619
( 30,730,484 )
( 832,010 )
10,338,751
2,100
10,340,851
Additional paid-in capital – stock options
—
—
—
422,701
—
—
422,701
—
422,701
Accumulated other comprehensive income
—
—
—
—
—
240,216
240,216
—
240,216
Net Loss
—
—
—
—
( 1,688,229 )
—
( 1,688,229 )
( 2,322 )
( 1,690,551 )
Balance at August 31, 2024 (As restated)
52,712,850
5,271
40,662,355
1,656,320
( 32,418,713 )
( 591,794 )
9,313,439
( 222 )
9,313,217
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
8
FingerMotion, Inc.
Unaudited Condensed Consolidated Statements of Cash Flows
Six Months Ended
August 31,
August 31,
2025
2024
Net (loss)
$ ( 3,572,285 )
$ ( 3,346,383 )
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Share based compensation expenses
235,497
737,915
Amortization and depreciation
18,319
23,754
Provision for expected credit losses
236,770
—
Gain on disposal of equipment
31
—
Change in operating assets and liabilities:
(Increase) decrease in accounts receivable
( 4,610,390 )
( 12,209,223 )
(Increase) decrease in prepayment and deposit
1,531,103
( 22,226 )
(Increase) decrease in others receivable
( 425,360 )
527,972
(Increase) decrease in inventories
15,187
—
Increase (decrease) in accounts payable
3,278,687
10,002,702
Increase (decrease) in accrual and other payables
209,687
1,369,869
Increase (decrease) due to lease liability
( 3,495 )
11,448
Net Cash (used in) operating activities
( 3,086,249 )
( 2,904,172 )
Cash flows from investing activities
Purchase of equipment
( 1,826 )
( 1,741 )
Net cash (used in) investing activities
( 1,826 )
( 1,741 )
Cash flows from financing activities
Repayment of loan payable
( 751,122 )
—
Proceed from loan payable
—
1,024,688
Advance from stock subscription receivable
—
1,605,000
Proceeds from issuance of common stock
2,956,615
—
Net cash provided by financing activities
2,205,493
2,629,688
Effect of exchange rates on cash and cash equivalents
( 23,717 )
( 430,723 )
Net change in cash
( 906,299 )
( 706,948 )
Cash at beginning of period
1,128,135
1,517,232
Cash at end of period
$ 221,836
$ 810,284
Supplemental disclosures of cash flow information:
Interest paid
$ 92,129
$ —
Taxes paid
$ —
$ —
Supplemental disclosures of non-cash investing and financing activities:
Common stock issued for professional service
$ 56,763
$ —
Conversion of customer deposit to shares
$ 1,400,000
$ —
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
9
FINGERMOTION, INC.
Six months ended August 31, 2025 and 2024
Notes to the Unaudited Condensed Consolidated Financial
Statements
Note 1 – Nature of Business and basis of Presentation
FingerMotion, Inc. fka Property Management Corporation
of America (the “Company”) was incorporated on January 23, 2014, under the laws of the State of Delaware. The Company then
offered management and consulting services to residential and commercial real estate property owners who rent or lease their property
to third-party tenants.
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 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 shareholders of FMCL for shares of common stock of the Company. At the Closing Date, the Company issued 12,000,000 shares
of common stock to the FMCL shareholders. In addition, the Company issued 600,000 shares to other consultants in connection with the transactions
contemplated by the Share Exchange Agreement.
The transaction was accounted for as a “reverse
acquisition” since, immediately following completion of the transaction, the shareholders of FMCL effectuated control of the post-combination
Company. For accounting purposes, FMCL was deemed to be the accounting acquirer in the transaction and, consequently, the transaction
is treated as a recapitalization of FMCL (i.e., a capital transaction involving the issuance of shares by the Company for the shares of
FMCL). Accordingly, the consolidated assets, liabilities, and results of operations of FMCL became the historical financial statements
of FingerMotion, Inc. and its subsidiaries, and the Company’s assets, liabilities and results of operations were consolidated with
FMCL beginning on the acquisition date. 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.
On October 16, 2018, the Company through its indirect
wholly-owned subsidiary, Shanghai JiuGe Business Management Co., Ltd. (“JiuGe Management”), entered into a series of agreements
known as variable interest agreements (the “VIE Agreements”) pursuant to which Shanghai JiuGe Information Technology Co.,
Ltd. (“JiuGe Technology”) became JiuGe Management’s contractually-controlled affiliate. The use of VIE agreements is
a common structure used to acquire operational control of PRC corporations, particularly in certain industries in which foreign investment
is restricted or forbidden by the PRC government. The VIE Agreements include a Consulting Services Agreement, a Loan Agreement, a Power
of Attorney Agreement, a Call Option Agreement, and a Share Pledge Agreement in order to secure the connection and commitments of JiuGe
Technology.
On March 7, 2019, JiuGe Technology also acquired 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.
Finger Motion Financial Company Limited was incorporated
on January 24, 2020, and is 100% owned by FingerMotion, Inc. The company has been activated for the insurtech business during the last
quarter of the fiscal year 2021 where the Big Data division secured its first contract and recorded revenue.
Shanghai TengLian JiuJiu Information Communication
Technology Co., Ltd. was incorporated on December 23, 2020, for the purpose of venturing into mobile phone sales in China. It is 99% owned
by JiuGe Technology.
On February 5, 2021, JiuGe Technology disposed of
its 99% owned subsidiary, Suzhou BuGuNiao Digital Technology Co., Ltd which was established to venture into R&D projects.
10
FINGERMOTION, INC.
Six months ended August 31, 2025 and 2024
Notes to the Unaudited Condensed Consolidated Financial
Statements
Note 1 – Nature of Business and basis of Presentation (continued)
Shanghai KeShunXiang Automobile Service Co., Ltd.
was incorporated on April 10, 2024 for the purpose of venturing into the communication and streaming services in China. It is 99% owned
by JiuGe Technology.
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
equipment, as well as the technical service business of communication equipment in China. It is 70% owned by Shanghai KeShunXiang Automobile
Service Co., Ltd.
Shanghai XiaoYi Bin Tong Technology Co., Ltd. was
incorporated on April 15, 2025 for the purpose of venturing into the sale of household appliances and electronic products in China. It
is 80% owned by JiuGe Technology.
Note 2 - Summary of Principal Accounting Policies
Principles of Consolidation and Presentation
The consolidated financial statements have been prepared
in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). 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 (“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
financial interest in a VIE, and must consolidate that VIE, if the reporting entity has both of the following characteristics: (a) the
power to direct the activities of the VIE that most significantly affect the VIE’s economic performance; and (b) the obligation
to absorb losses, or the right to receive benefits, that could potentially be significant to the VIE. The reporting entity’s determination
of whether it has this power is not affected by the existence of kick-out rights or participating rights, unless a single enterprise,
including its related parties and de-facto agents, have the unilateral ability to exercise those rights. JiuGe Technology’s actual
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. JiuGe Technology has no assets that are collateral for or restricted solely to settle
their obligations. 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 August
31, 2025 and February 28, 2025:
11
FINGERMOTION, INC.
Six months ended August 31, 2025 and 2024
Notes to the Unaudited Condensed Consolidated Financial
Statements
Note 2 - Summary of Principal Accounting Policies
(continued)
Assets and liabilities of the VIE
Schedule of variable interest entity
August 31, 2025
February 28, 2025
(unaudited)
Current assets
$ 9,110,387
$ 9,647,455
Non-current assets
456,970
512,958
Total assets
$ 9,567,357
$ 10,160,413
Current liabilities
$ 13,141,497
$ 12,925,255
Non-current liabilities
17,315
26,940
Total liabilities
$ 13,158,812
$ 12,952,195
Assets and liabilities of the VIE’s Subsidiaries
August 31, 2025
February 28, 2025
(unaudited)
Current assets
$ 33,948,538
$ 29,073,164
Non-current assets
5,717,174
5,598,659
Total assets
$ 39,665,712
$ 34,671,823
Current liabilities
$ 39,932,530
$ 34,137,259
Non-current liabilities
—
—
Total liabilities
$ 39,932,530
$ 34,137,259
Operating Result of VIE
For the Six Months Ended
August 31, 2025
For the Six Months Ended
August 31, 2024
(unaudited)
(unaudited)
Revenue
$ 1,241,600
$ 3,941,998
Cost of revenue
( 1,159,544 )
( 3,506,562 )
Gross profit
$ 82,056
$ 435,436
Amortization and depreciation
( 11,325 )
( 12,021 )
General and administrative expenses
( 779,611 )
( 1,020,074 )
Marketing cost
( 13,438 )
( 68,537 )
Research & development
( 43,513 )
( 194,198 )
Credit impairment loss
19,794
—
Total operating expenses
$ ( 828,093 )
$ ( 1,294,830 )
Loss from operations
$ ( 746,037 )
$ ( 859,394 )
Interest income
9,260
32,186
Other income
5,065
4,065
Total other income
$ 14,325
$ 36,251
Tax expense
—
—
Net loss
$ ( 731,712 )
$ ( 823,143 )
12
FINGERMOTION, INC.
Six months ended August 31, 2025 and 2024
Notes to the Unaudited Condensed Consolidated Financial
Statements
Note 2 - Summary of Principal Accounting Policies
(continued)
Operating Result of VIE’s Subsidiaries
For the Six Months Ended
August 31, 2025
For the Six Months Ended
August 31, 2024
(unaudited)
(unaudited)
Revenue
$ 14,943,155
$ 12,890,748
Cost of revenue
( 14,861,361 )
( 12,343,267 )
Gross profit
$ 81,794
$ 547,481
Amortization and depreciation
( 478 )
( 477 )
General and administrative expenses
( 541,703 )
( 662,358 )
Marketing cost
( 17,504 )
( 65,569 )
Research & development
( 67,326 )
( 44,503 )
Credit impairment loss
( 262,809 )
—
Total operating expenses
$ ( 889,820 )
$ ( 772,907 )
Loss from operations
$ ( 808,026 )
$ ( 225,426 )
Interest income
36
13
Other income
4,710
441
Total other income
$ 4,746
$ 454
Tax expense
—
—
Net 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.
Actual results could differ from those estimates.
Certain Risks and Uncertainties
The Company relies on cloud-based hosting through
a global accredited hosting provider. Management believes that alternate sources are available; however, disruption or termination of
this relationship could adversely affect our operating results in the near-term.
13
FINGERMOTION, INC.
Six months ended August 31, 2025 and 2024
Notes to the Unaudited Condensed Consolidated Financial
Statements
Note 2 - Summary of Principal Accounting Policies
(continued)
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 statements.
Foreign Currency Translation and Transactions
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. Assets and liabilities of the foreign subsidiaries are translated into US dollars at exchange rates in effect
at each period end. Revenues and expenses are translated at average exchange rates in effect during the period. The resulting translation
adjustments are recorded in accumulated other comprehensive income (loss) as a component of stockholders’ equity.
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
Balance sheet items, except for equity accounts
August 31, 2025
RMB7.1314 to $1.00
February 28, 2025
RMB7.2830 to $1.00
Income statement and cash flows items
For the six months ended August 31, 2025
RMB7.2155 to $1.00
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.
14
FINGERMOTION, INC.
Six months ended August 31, 2025 and 2024
Notes to the Unaudited Condensed Consolidated Financial
Statements
Note 2 - Summary of Principal Accounting Policies
(continued)
Impairment of Long-Lived Assets
The Company classifies its long-lived assets into:
(i) computer and office equipment; (ii) furniture and fixtures, (iii) leasehold improvements, and (iv) finite – lived intangible
assets.
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. If circumstances
require a long-lived asset or asset group to be tested for possible impairment, the Company first compares undiscounted cash flows expected
to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not
recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value.
Fair value is determined through various valuation techniques, including discounted cash flow models, relief from royalty income approach,
quoted market values and third-party independent appraisals, as considered necessary.
The Company makes various assumptions and estimates
regarding estimated future cash flows and other factors in determining the fair values of the respective assets. The assumptions and estimates
used to determine future values and remaining useful lives of long-lived assets are complex and subjective. They can be affected by various
factors, including external factors such as industry and economic trends, and internal factors such as the Company’s business strategy
and its forecasts for specific market expansion.
Accounts Receivable, Net
Accounts receivable is stated at the amount the Company
expects to collect. The Company maintains allowances for credit losses for estimated losses. Management considers the following factors
when determining the collectability of specific accounts: historical experience, creditworthiness of the clients, aging of the receivables
and other specific circumstances related to the accounts. Allowance for credit losses is made and recorded into administrative expenses
based on the aging of accounts receivable and on any specifically identified receivables that may become uncollectible. 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 six months ended August 31, 2025 and for the year ended February 28, 2025.
15
FINGERMOTION, INC.
Six months ended August 31, 2025 and 2024
Notes to the Unaudited Condensed Consolidated Financial
Statements
Note 2 - Summary of Principal Accounting Policies
(continued)
Concentration of Credit Risks
Financial instruments that potentially subject the
Company to concentrations of credit risk consist primarily of cash and cash equivalents, accounts receivable and other receivable. The
Company’s cash and cash equivalents are placed with high-credit-quality financial institutions, and at times exceed federally insured
limits. To date, the Company has not experienced any credit loss relating to its cash and cash equivalents.
For the 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 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.
Lease
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
present value of the future lease payments. The incremental borrowing rate is derived from information available at the lease commencement
date and represents the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term and
amount equal to the lease payments in a similar economic environment. The right-of-use asset includes any lease payments made and lease
incentives received prior to the commencement date. Operating lease right-of-use assets also include any cumulative prepaid or accrued
rent when the lease payments are uneven throughout the lease term. The right-of-use assets and lease liabilities may include options to
extend or terminate the lease when it is reasonably certain that the Company will exercise that option.
Cash and Cash Equivalents
Cash and cash equivalents represent cash on hand,
demand deposits, and other short-term highly liquid investments placed with banks, which have original maturities of three months or less
and are readily convertible to known amounts of cash.
Equipment
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 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.
16
FINGERMOTION, INC.
Six months ended August 31, 2025 and 2024
Notes to the Unaudited Condensed Consolidated Financial
Statements
Note 2 - Summary of Principal Accounting Policies
(continued)
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.
Revenue Recognition
The Company adopted ASC 606, Revenue from Contracts
with Customers (“ASC 606”) beginning on January 1, 2018 using the modified retrospective approach. ASC 606 establishes principles
for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts
to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods
or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those
goods or services recognized as performance obligations are satisfied.
The Company has assessed the impact of the guidance
by reviewing its existing customer contracts and current accounting policies and practices to identify differences that will result from
applying the new requirements, including the evaluation of its performance obligations, transaction price, customer payments, transfer
of control and principal versus agent considerations. Based on the assessment, the Company concluded that there was no change to the timing
and pattern of revenue recognition for its current revenue streams in scope of ASC 606 and therefore there was no material changes to
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: (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; 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.
Cost of Revenue
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 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.
17
FINGERMOTION, INC.
Six months ended August 31, 2025 and 2024
Notes to the Unaudited Condensed Consolidated Financial
Statements
Note 2 - Summary of Principal Accounting Policies
(continued)
Selling, General and Administrative
Selling, general and administrative expenses include
compensation, employee benefits, stock-based compensation, professional service fees, allocation of facility costs, depreciation, and
amortization associated with general selling and administrative overhead activities.
Income Taxes
The Company uses the asset and liability method of
accounting for income taxes in accordance with Accounting Standards Codification (“ASC”) 740, “Income Taxes” (“ASC
740”). 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. 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. and 20% of the shares of Shanghai
XiaoYi Bin Tong Technology Co., Ltd., are recorded as a component of our equity, separate from the Company’s equity. Purchase or
sales of equity interests that do not result in a change of control are accounted for as equity transactions. Results of operations attributable
to the non-controlling interest are included in our consolidated results of operations and, upon loss of control, the interest sold, as
well as interest retained, if any, will be reported at fair value with any gain or loss recognized in earnings. The cumulative results
of operations attributable to noncontrolling interests are also recorded as noncontrolling interests in the Company’s consolidated
balance sheets.
18
FINGERMOTION, INC.
Six months ended August 31, 2025 and 2024
Notes to the Unaudited Condensed Consolidated Financial
Statements
Note 2 - Summary of Principal Accounting Policies
(continued)
Recently Issued Accounting Pronouncements
(i) Recently adopted accounting pronouncements
In November 2023, the FASB issued ASU No. 2023-07,
Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures
of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and
included within each reported measure of a segment’s profit or loss. This ASU also requires disclosure of the title and position
of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or
loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after
December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of the ASU should be applied retrospectively
to all prior periods presented in the financial statements. The Company adopted this ASU on March 1, 2024, which did not have a material
impact on the Company’s consolidated financial statements. Refer to Note 2, Segment Reporting for the inclusion of the new required
disclosures.
In December 2023, the FASB issued ASU No. 2023-09,
Improvements to Income Tax Disclosures (Topic 740). The ASU requires disaggregated information about a reporting entity’s effective
tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual
periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued
or made available for issuance. This ASU will result in the required additional disclosures being included in our consolidated financial
statements, once adopted. The standard is effective for the Company’s 2026 annual period and can be applied either prospectively
or retrospectively. The standard is effective for the Company’s 2026 annual period and can be applied either prospectively or retrospectively.
The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements and related
disclosures.
(ii) Recently issued accounting pronouncements not yet adopted
In November 2024, the FASB issued ASU No. 2024-03,
Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40). This ASU requires
disclosure, in the notes to financial statements, of specified information about certain costs and expenses. A reporting entity is required
to 1) disclose the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization,
and (e) depreciation, depletion, and amortization recognized as part of oil and gas-producing activities (DD&A) (or other amounts
of depletion expense) included in each relevant expense caption. A relevant expense caption is an expense caption presented on the face
of the income statement within continuing operations that contains any of the expense categories listed in (a)–(e); 2) include
certain amounts that are already required to be disclosed under current generally accepted accounting principles in the same disclosure
as the other disaggregation requirements; 3) disclose a qualitative description of the amounts remaining in relevant expense captions
that are not separately disaggregated quantitatively, and 4) disclose the total amount of selling expenses and, in annual reporting periods,
an entity’s definition of selling expenses. The ASU is effective for annual reporting periods beginning after December 15, 2026,
and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the
impact of this accounting standard update on its consolidated financial statements and related disclosures.
19
FINGERMOTION, INC.
Six months ended August 31, 2025 and 2024
Notes to the Unaudited Condensed Consolidated Financial
Statements
Note 3 - Going Concern
The accompanying condensed consolidated financial
statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization
of assets and satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of $ 37,736,950 and
$ 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
is dependent on its ability to obtain additional financing to fund operations, implement its business model, and ultimately, attain profitable
operations. The Company will need to secure additional funds through various means, including equity and debt financing or any similar
financing. There can be no assurance that the Company will be able to obtain additional equity or debt financing, if and when needed,
on terms acceptable to the Company, or at all. Any additional equity or debt financing may involve substantial dilution to the Company’s
stockholders, restrictive covenants, or high interest costs. The Company’s long-term liquidity also depends upon its ability to
generate revenues and achieve profitability.
Note 4 - Revenue
We recorded $ 17,106,254 and $ 16,832,746 in revenue,
respectively, for the six months ended August 31, 2025 and 2024.
Schedule of revenue
For the six months ended
August 31, 2025
August 31, 2024
(unaudited)
(unaudited)
Telecommunication Products & Services
$ 16,951,135
$ 16,798,764
DaGe Platform
17,836
5,252
Command & Communication
109,826
28,730
Big Data
27,457
—
$ 17,106,254
$ 16,832,746
Note 5 – Equipment
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
(unaudited)
Equipment
$ 107,185
$ 103,945
Less: accumulated depreciation
( 94,829 )
( 80,685 )
Net equipment
$ 12,356
$ 23,260
No significant residual value is estimated for the equipment. Depreciation
expenses for the six months ended August 31, 2025 and 2024 totaled $ 13,007 and $ 13,521 respectively.
20
FINGERMOTION, INC.
Six months ended August 31, 2025 and 2024
Notes to the Unaudited Condensed Consolidated Financial
Statements
Note 6 – Intangible Asset
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
(unaudited)
Mobile applications
206,286
201,993
Less: accumulated amortization
( 203,699 )
( 192,235 )
Net intangible assets
$ 2,587
$ 9,758
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 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, 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
(unaudited)
Deposit
$ 4,916,625
$ 6,631,704
Prepayment
468,048
385,099
$ 5,384,673
$ 7,016,803
Note 8 – Accounts Receivable, net
Schedule of accounts receivable
August 31, 2025
February 28, 2025
(unaudited)
Accounts receivable
$ 38,448,580
$ 33,094,782
Less: allowance for credit losses
( 669,818 )
( 435,345 )
$ 37,778,762
$ 32,659,437
The Company normally allows credit terms to customers
ranging from 90 to 150 days. The Company seeks to maintain strict control over its accounts receivable. Overdue accounts receivable are
reviewed regularly by Management.
Activities related to allowance for credit losses are presented below.
Schedule of allowance for credit losses
August 31, 2025
February 28, 2025
(unaudited)
At beginning of the period
$ 435,345
$ —
Additions
234,473
435,345
At end of the period
$ 669,818
$ 435,345
21
FINGERMOTION, INC.
Six months ended August 31, 2025 and 2024
Notes to the Unaudited Condensed Consolidated Financial
Statements
Note 9 – Other Receivables
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
(unaudited)
Other receivables represent:
Advances to suppliers
$ 1,125,989
$ 745,935
Security deposit
179,949
336,558
Others
244,715
14,472
$ 1,550,653
$ 1,096,965
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 typically range from one to two years. These operating leases are included in "Right-of-use
Asset" on the Company's Condensed Consolidated Balance Sheet and represent the Company’s right to use the underlying asset
for the lease term. The Company’s obligation to make lease payments is included in "Lease liability" on the Company's
Condensed Consolidated Balance Sheet. Additionally, the Company has entered into various short-term operating leases with an initial term
of twelve months or less. These leases are not recorded on the Company's Condensed Consolidated Balance Sheet. All operating lease expense
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 was as follows:
Schedule of operating leases assets and liabilities
August 31, 2025
February 28, 2025
Right-of-use asset
(unaudited)
Right-of-use asset, net
$ 73,869
$ 126,581
Lease liability
Current lease liability
$ 70,551
$ 116,808
Non-current lease liability
—
9,986
Total lease liability
$ 70,551
$ 126,794
Remaining lease term and discount rate
August 31, 2025
Weighted-average remaining lease term
8 months
Weighted-average discount rate
4.75 %
Commitments
The following table summarizes the future minimum
lease payments due under the Company’s operating leases as of August 31, 2025:
Schedule of future minimum lease payments due
Twelve months ended August 31,
2026
$ 71,672
Less: imputed interest
( 1,121 )
Present value of lease obligations
$ 70,551
22
FINGERMOTION, INC.
Six months ended August 31, 2025 and 2024
Notes to the Unaudited Condensed Consolidated Financial
Statements
Note 11 - Common Stock
On March 29, 2024, the Company issued 17,500 shares
of our common stock at a deemed price of $ 2.80 per share to one entity pursuant to consulting agreements, dated February 27, 2023 and
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
agreements.
On October 11, 2024, the Company issued 1,095,000
shares of common stock to 15 individuals due to the closing of its private placement at $1.50 per share for gross proceeds of $ 1,642,500 .
In connection with the closing of the private placement, the Company paid cash finder’s fees of an aggregate of $ 158,000 to three
individuals.
On December 20, 2024, the
Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors (the
“Purchasers”), which provided for the issuance and sale, in a registered direct offering by the Company of (i) 3,333,336 shares
of its common stock, par value $0.0001 per share (the “Common Stock”) and (ii) warrants (the “Common Warrants”)
to purchase up to an aggregate of 5,000,004 shares of Common Stock (the “Offering”) at a combined purchase price of $1.50
per share and one and one-half Common Warrants on December 23, 2024.
On March 3, 2025, the Company issued 27,500 shares
of its common stock at a deemed price of $ 1.86 per share to one entity pursuant to a consulting agreement.
On May 15, 2025, the Company issued 312,500 shares
of its common stock at a price of $ 1.50 per share to one entity pursuant to the exercise of warrants.
On May 23, 2025, the Company issued 100,000 shares
of its common stock at a price of $ 1.88 per share to one entity pursuant to the exercise of warrants.
On May 28, 2025, the Company issued an aggregate of
940,000 shares of its common stock at a price or deemed price of $ 2.50 per share to 8 individuals due to the closing of a private placement,
which resulted in the receipt of $ 950,000 in cash and the settlement of an outstanding liability of $ 1,400,000 .
On May 28, 2025, the Company issued 837,243 shares
of its common stock at a price of $ 1.50 per share to one entity pursuant to the exercise of warrants.
On May 29, 2025, the Company issued 50,000 shares
of its common stock at a price of $ 1.88 per share to one entity pursuant to the exercise of warrants.
As of 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.
23
FINGERMOTION, INC.
Six months ended August 31, 2025 and 2024
Notes to the Unaudited Condensed Consolidated Financial
Statements
Share Purchase Warrants
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
Number of
Warrants
Weighted Average
Exercise Price
Balance, February 28, 2025
5,288,316
$ 1.56
Exercised
( 1,149,743 )
1.50
Exercised
( 150,000 )
1.88
Balance, August 31, 2025
3,988,573
$ 1.57
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
entity.
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 August 31, 2025 is as follows:
Schedule of share purchase warrants outstanding and exercisable
Number of
Warrants
Remaining
Contractual
Exercise Price
Outstanding
Life (Years)
Expiry Date
8.22
28,312
0.18
November 4, 2025
6.70
10,000
0.22
November 21, 2025
1.50
3,850,261
4.32
December 23, 2029
1.88
100,000
4.32
December 23, 2029
1.57
3,988,573
24
FINGERMOTION, INC.
Six months ended August 31, 2025 and 2024
Notes to the Unaudited Condensed Consolidated Financial
Statements
Stock Options
On
December 28, 2021, the Company granted an aggregate of 4,545,000 stock options pursuant to the Company’s 2021 Stock Incentive
Plan, having an exercise price of $ 8.00 per share and an expiry date of five years from the date of grant to 40 individuals who were
directors, officers, employees, and consultants of the Company. We relied upon the exemption from registration under the U.S. Securities
Act provided by Rule 903 of Regulation S promulgated under the U.S. Securities Act for the grant of stock options to individuals who are
non-U.S. persons and upon the exemption from registration under Section 4(a)(2) of the U.S. Securities Act for two individuals who are
U.S. persons. The stock options are all 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 of grant. 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
August 31,
2025
February 28, 2025
Expected Risk-Free Interest Rate
1.06 %
1.06 %
Expected Volatility
15.27 %
15.27 %
Expected Life in Years
1.33
1.83
Expected Dividend Yield
—
—
Weighted-Average Grant Date Fair Value
$ 6.46
$ 6.46
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. The stock options are all
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
of grant.
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
Expected Risk-Free Interest Rate
5.37 %
5.37 %
Expected Volatility
25.48 %
25.48 %
Expected Life in Years
2.91
3.41
Expected Dividend Yield
—
—
Weighted-Average Grant Date Fair Value
$ 4.58
$ 4.58
25
FINGERMOTION, INC.
Six months ended August 31, 2025 and 2024
Notes to the Unaudited Condensed Consolidated Financial
Statements
Stock Options (continued)
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
Balance, February 28, 2025
6,039,100
$ 4.18
Exercised
—
—
Cancelled/Forfeited
—
—
Balance, August 31, 2025
6,039,100
$ 4.18
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
2,303,300
$ 5.16
Vested – July 28, 2025
( 529,700 )
$ 4.58
Balance, August 31, 2025
1,773,600
$ 5.34
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
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 August 31, 2025 is as follows:
Schedule of stock options
Options Outstanding
Options Exercisable
Range of Exercise
Prices
Outstanding at
August 31, 2025
Exercise Price
Weighted
Average
Remaining
Contractual Term
(Years)
Exercisable
at August 31,
2025
Exercise
Price
Weighted
Average
Remaining
Contractual Term
(Years)
$ 3.00 to $ 4.00
3,390,600
$ 3.84
1.33
2,676,400
$ 3.84
1.33
$ 4.00 to $ 5.00
2,648,500
$ 4.62
2.91
1,589,100
$ 4.62
2.91
6,039,100
4,265,500
26
FINGERMOTION, INC.
Six months ended August 31, 2025 and 2024
Notes to the Unaudited Condensed Consolidated Financial
Statements
Note 12 – Earnings Per 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 six months ended
August 31, 2025
August 31, 2024
Numerator - basic and diluted
(unaudited)
(unaudited)
Net Loss
$ ( 3,572,285 )
$ ( 3,346,383 )
Denominator
Weighted average number of common shares outstanding —basic
58,349,151
52,686,451
Weighted average number of common shares outstanding —diluted
58,349,151
52,686,451
Loss per common share — basic
$ ( 0.06 )
$ ( 0.06 )
Loss per common share — diluted
$ ( 0.06 )
$ ( 0.06 )
Note 13 – Income Taxes
The Company and its subsidiaries file separate income tax returns.
The United States of America
FingerMotion, Inc. 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 six months
ended August 31, 2025 and 2024.
Hong Kong
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 % . These
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)
JiuGe Management, Beijing XunLian, Shanghai TengLian
JiuJiu, Shanghai KeShunXiang, Zhejiang ChangXin Communication Equipment Co., Ltd and Shanghai XiaoYi Bin Tong Technology Co., Ltd. were
incorporated in the People’s Republic of China and subject to PRC income tax at 25 % . JiuGe Technology was incorporated in the People’s
Republic of China and subject to PRC income tax at 15% as high-tech enterprise.
Income tax mainly consists of foreign income tax at
statutory rates and the effects of permanent and temporary differences. The Company’s effective income tax rates for the six months
ended August 31, 2025 and 2024 are as follows:
Schedule of effective income tax rate reconciliation
For the six months ended
August 31, 2025
August 31, 2024
(unaudited)
(unaudited)
U.S. statutory tax rate
21.0 %
21.0 %
PRC profit tax rate
25.0 %
25.0 %
Changes in valuation allowance and others
( 46.0 %)
( 46.0 %)
Effective tax rate
0.0 %
0.0 %
27
FINGERMOTION, INC.
Six months ended August 31, 2025 and 2024
Notes to the Unaudited Condensed Consolidated Financial
Statements
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 August 31, 2025 and February 28,
2025, the valuation allowances were $ 3,768,932 and $ 3,188,969 , respectively.
The significant components of the Company’s deferred tax account
balances are as follows:
Schedule of deferred tax assets and liabilities
August 31, 2025
February 28, 2025
(unaudited)
Deferred tax assets
Net operating losses carry forward
$ 3,836,819
$ 3,316,740
Accruals and reserves
6,664,475
6,476,962
Lease liability
19,418
19,029
Total deferred tax assets
10,520,712
9,812,461
Less: Valuation allowance
( 3,768,932 )
( 3,188,969 )
Total deferred tax assets, net of valuation allowance
6,751,780
6,623,492
Deferred tax liabilities
Right-of-use asset
( 17,315 )
( 16,954 )
Total deferred tax liabilities
( 17,315 )
( 16,954 )
Net deferred tax assets (liabilities)
$ 6,734,465
$ 6,606,538
Note 14 - Commitments and Contingencies
Legal proceedings
The Company is not aware of any material outstanding
claim and litigation against it.
28
FINGERMOTION, INC.
Six months ended August 31, 2025 and 2024
Notes to the Unaudited Condensed Consolidated Financial
Statements
Note 15 – Loan Payable
On June 1, 2024, the Company’s wholly owned
subsidiary, Finger Motion Company Limited (the “Borrower”), entered into a loan agreement with Dr. Liew Yow Ming (the “Lender”)
whereby the Lender agreed to advance a short-term loan facility of SGD$370,000 (the “Loan”) to the Borrower for working capital
purposes. As of the date hereof, the full amount of the Loan has been drawn upon by the Borrower. Each drawdown portion of the Loan is
due one (1) year from the date of the drawdown, unless extended by the Lender. If the Lender agrees, the Borrower may prepay the whole
or any part of the Loan by providing the Lender not less than three (3) business days prior written notice and subject to payment of interest
accrued thereon. Any prepayment of the Loan shall be in an amount of SGD$50,000 or multiples thereof. The Loan shall bear interest at
the rate of 1.67% per month, any such interest to accrue from day to day and to be calculated based on a 365-day year, and is payable
on a monthly basis on or before the last day of each successive month.
On July 18, 2024, the Company’s wholly owned
subsidiary, Finger Motion Company Limited (the “Borrower”), entered into a loan agreement with Dr. Liew Yow Ming (the “Lender”)
whereby the Lender agreed to advance a short-term loan facility of SGD$1,500,000 (the “Loan”) to the Borrower for working
capital purposes. As of September 4, 2024, the full amount of the Loan has been drawn upon by the Borrower. Each drawdown portion of the
Loan is due one (1) year from the date of the drawdown, unless extended by the Lender. If the Lender agrees, the Borrower may prepay the
whole or any part of the Loan by providing the Lender not less than three (3) business days prior written notice and subject to payment
of interest accrued thereon. Any prepayment of the Loan shall be in an amount of SGD$50,000 or multiples thereof. The Loan shall bear
interest at the rate of 1.50% per month, any such interest to accrue from day to day and to be calculated based on a 365-day year, and
is payable on a monthly basis on or before the last day of each successive month.
On November
4, 2024, the Company’s wholly owned subsidiary, Finger Motion Company Limited (the “Borrower”), entered into a loan
agreement (the “Loan Agreement”) with Rita Chou Phooi Har (the “Lender”) whereby the Lender agreed to advance
a short-term loan facility of SGD$250,000 (the “Loan”) to the Borrower for working capital purposes. As of November 7, 2024,
the full amount of the Loan has been drawn upon by the Borrower. The Loan is due one (1) year from the date of the drawdown, unless extended
by the Lender. If the Lender agrees, the Borrower may prepay the whole or any part of the Loan by providing the Lender not less than three
(3) business days prior written notice and subject to payment of interest accrued thereon. Any prepayment of the Loan shall be in an amount
of SGD$50,000 or multiples thereof. The Loan shall bear interest at the rate of 1.67% per month, any such interest to accrue from day
to day and to be calculated based on a 365-day year, and is payable on a monthly basis on or before the last day of each successive month.
On February 14, 2025, the Company repaid 2 short-term loans of SGD$ 370,000
and SGD$ 250,000 .
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
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.
29
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.