What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-01-14 compared with 2025-10-14 · 338 added, 365 removed, 681 unchanged (51% of the section changed)

12 unchanged sentences

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

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

Report on Form 10-Q for the nine months ended November 30, 2025, and our Annual Report on Form 10-K for the fiscal year ended February

28, 2025, including the consolidated financial statements and related notes contained therein.

These factors, or any one of them, may cause

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

Refer to “Cautionary

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

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

These factors, or any one of them, may

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

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

ended February 28, 2025, and Item 1A - Risk Factors, under Part II - Other Information of this Quarterly Report.

This MD&A is focused on material changes in our

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

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.

financial condition from February 28, 2025, our most recently completed year end, to November 30, 2025, and our results of operations

for the nine months ended November 30, 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,

Corporate Information

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

As described above, our Company has been organized

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

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

Li Li who, in addition to being the sole

shareholder, is also the legal representative and general manager.

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

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

Our Company has been organized as a holding company

and conducts a significant part of our operations through our subsidiaries and through contractual arrangements with Shanghai JiuGe Information

Technology Co., Ltd.

(“ JiuGe Technology ,” “ our VIE ” or “ the VIE ”), a variable

interest entity (“ VIE ”) based in the People’s Republic of China (“ PRC ” or “ China ”).

JiuGe Technology’s sole shareholder, Ms.

Li Li, is also its legal representative and general manager.

To address challenges resulting

from laws, policies and practices that may disfavor foreign-owned entities that operate within industries deemed sensitive by the Chinese

government, we use the VIE structure to provide contractual exposure to foreign investment in Chinese-based companies.

We indirectly own

100% of the equity of Shanghai JiuGe Business Management Co., Ltd.

(“ JiuGe Management ,” “ our WFOE ”

or “ the WFOE ”), a wholly foreign owned enterprise (“ WFOE ”).

JiuGe Management entered into a series

of agreements with JiuGe Technology, known as variable interest agreements (the “ VIE Agreements ”) in October 2018,

which gives us contractual control over JiuGe Technology.

The VIE Agreements have not been tested in court.

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

equity interests in the VIE.

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

As a result of our use of

the VIE structure, you may never directly hold equity interests in the VIE.

Any securities that we offer will be securities of the Company,

the Delaware holding company, not of the VIE.

As described in more detail below, under the subheading

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

In March 2020, FingerMotion secured contracts with

In March 2020, FingerMotion secured a contract with

both China Mobile and China Unicom to acquire new users to take up the respective subscription plans.

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During the recent fiscal year, the Company expanded

its offerings under its telecommunication product and services by increasing its product line revenue streams.

its offering under their telecommunication product and services by increasing their product line revenue streams

Value Added Product and Services

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products and services in collaboration with the telecommunication provider and all our e-commerce platform partners.

In 2022, our contractually-controlled

subsidiary, JiuGe Technology, through its 99% owned subsidiary Shanghai TengLian JiuJiu Information Communication Technology Co., Ltd.

entered into an agreement with both China Unicom and China Mobile to introduce a Mobile Device Protection product as part of subscription

plans for new mobile phones and new 5G devices.

The initiatives formed part of our broader efforts to expand value-added solutions in

cooperation with telecom operators.

Additionally, we have introduced cloud-based services that provide corporate customers with secure

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

These services complement our telecommunication offerings.

We continue to work closely with our partners to identify and pursue additional value-added product lines that align with evolving market

opportunities.

In 2022, our contractually

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

entered into an agreement with both China Unicom and China Mobile to introduce a Mobile Device Protection product as part of

subscription plans for new mobile phones and new 5G devices.

The initiatives formed part of our broader efforts to expand value-added

solutions in cooperation with telecom operators.

Additionally, we have introduced cloud-based services that provide corporate customers

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

These services complement our telecommunication

We continue to work closely with our partners to identify and pursue additional value-added product lines that align with evolving

market opportunities.

SMS and MMS Services

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Building on these earlier initiatives, the Company

has most recently advanced development of its Insurance Management and Enablement (“ IME ”) platform, a digital solution

designed to streamline customer management, product configuration, policy administration, and performance tracking across the insurance

IME is positioned as a cornerstone initiative under Sapientus, with the objective of improving efficiency, compliance, and

decision-making for insurers and brokers while creating new avenues for recurring revenue and strategic partnerships.

has most recently advanced development of its Insurance Management and Enablement (IME) platform, a digital solution designed to streamline

customer management, product configuration, policy administration, and performance tracking across the insurance value chain.

IME is positioned

as a cornerstone initiative under Sapientus, with the objective of improving efficiency, compliance, and decision-making for insurers

and brokers while creating new avenues for recurring revenue and strategic partnerships.

Smart Mobility Solution

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Building on the momentum from the previous fiscal

year, the DaGe platform continued to evolve during the six months ended August 31, 2025.

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

We focused on strengthening relationships with

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Recent Developments

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

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

The arrangement sets the framework

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

The collaboration

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

in the emergency response market.

On or around June 12, 2025, JiuGe Technology also

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

This partnership

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

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

The collaboration covers system development, IP protection,

and potential commercial deployment.

On September 30, 2025, our Company, our WOFE, JiuGe Management, and

Shanghai Jihaohe Information Technology Co., Ltd.

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

to which we 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 us to Shanghai Jihaohe on October 2, 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.

On September 30, 2025, our Company, our WFOE, JiuGe

Management, and Shanghai Jihaohe Information Technology Co., Ltd.

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

agreement pursuant to which we 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 us to Shanghai Jihaohe on October 2, 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.

On October 23, 2025, we entered into a Sales Agreement

(the “ Sales Agreement”) with R.F.

Lafferty & Co., Inc.

as sales agent (the “ Sales Agent ”), under

which we may from time to time, sell shares of its common stock, par value $0.0001 per share (the “ Placement Shares ”),

having an aggregate offering price of up to $50,000,000 through the Sales Agent (the “ ATM Offering ”).

Upon delivery of a “Placement Notice”

under and subject to the terms and conditions of the Sales Agreement, the Sales Agent may sell the Placement Shares by any method permitted

by law deemed to be an “at the market” offering as defined in Rule 415 promulgated under the United States Securities Act

of 1933, as amended (the “ Securities Act ”), including without limitation sales made directly on the Nasdaq Capital

Market (the “ Exchange ”), on any other existing trading market for our shares of common stock or to or through a market

Subject to the terms of a Placement Notice, the Sales Agent may also sell the Placement Shares by any other method permitted by

law, including but not limited to in negotiated transactions with our prior written consent.

We acknowledge and agree that (i) there can

be no assurance that the Sales Agent will be successful in selling the Placement Shares, (ii) the Sales Agent will incur no liability

or obligation to us or any other person or entity if it does not sell the Placement Shares for any reason other than a failure by the

Sales Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations

to sell such Placement Shares as required under the Sales Agreement, and (iii) the Sales Agent shall be under no obligation to purchase

the Placement Shares on a principal basis pursuant to the Sales Agreement, except as otherwise agreed by the Sales Agent and us in writing

and expressly set forth in a Placement Notice.

The Sales Agreement may be terminated by the either

party by giving the other party ten (10) days’ notice in its sole discretion at any time after the date of the Sales Agreement.

We will pay the Sales Agent a commission of 2.5% of

the gross sales price of the Placement Shares sold, and have agreed to provide the Sales Agent with customary indemnification and contribution

We also agreed to reimburse the Sales Agent for its reasonable and documented out-of-pocket costs and expenses (including but

not limited to the reasonable fees and documented out-of-pocket costs and expenses of counsel to the Sales Agent) in an amount not to

exceed $40,000.

Results of Operations

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

August 31, 2024

Three Months Ended November 30, 2025 Compared to Three Months Ended

November 30, 2024

The following table sets forth our results of operations

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For the three months ended

August 31, 2025

August 31, 2024

November 30, 2025

November 30, 2024

Cost of revenue

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Diluted Loss Per Share attributable to the Company

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

of business for the periods indicated:

The following table sets forth our revenue from its lines of business for

the periods indicated:

For the three months ended

August 31, 2025

August 31, 2024

November 30, 2025

November 30, 2024

Telecommunication Products & Services

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We recorded $5,796,441 in revenue for the three months

ended August 31, 2025, an increase of $188,748 or 2%, compared to the three months ended August 31, 2024.

This increase resulted from

increases in revenue of $214,637, $2,109, and $147 from our Telecommunication Products & Services, DaGe Platform, and Big Data, respectively,

offset by a decrease in revenue of $28,145 from our Command & Communication.

ended November 30, 2025, a decrease of $2,737,638 or 32%, compared to the three months ended November 30, 2024.

The decrease was primarily

attributable to lower revenue from the Telecommunication Products & Services and DaGe Platform, partially offset by higher revenue

from the Command & Communication segment.

We principally earn revenue by providing mobile payment

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

For the three months ended August 31,

2025, our revenue remained primarily driven by our Telecommunication Products & Services segment, which contributed $8.64 million,

representing 99% of total revenue.

The DaGe Platform, launched in 2024, continues to

gain early momentum, generating $6,898 in revenue compared to $4,789 in the same period last year.

While revenue contributions remain

modest, growth indicates increasing user engagement and potential for stronger contributions as services scale and integration with EV

charging networks deepens.

This operating model requires working

capital to support transaction volumes.

During the three months ended November 30, 2025, limitations in available working capital constrained

the Company’s ability to fund transaction-based activities at prior levels.

As a result, transaction volumes declined during the

For the three months ended November 30, 2025, our revenue was primarily driven by our Telecommunication Products & Services

segment, which contributed $5.76 million, representing 99.4% of total revenue.

The DaGe Platform, launched in 2024, generated $4,354

in revenue compared to $30,529 in the same period last year.

Revenue remained limited during the quarter as operational and promotional

activities were constrained by limited working capital.

The Command and Communication segment generated $31,051

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

This business

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

in revenue during the quarter ending November 30, 2025, compared to $138 in the prior-year period.

The quarter-over-quarter increase reflects

the early-stage nature of the segment in the prior year period, when operations had only recently commenced.

Despite the increase, revenue

contributions remain limited and reflect project-based activity, with the scope of execution constrained by available working capital.

The Big Data segment generated revenue of $126 during

A key focus is the development of our Insurance Management and Enablement (IME) platform, which provides an end-to-end digital

solution for insurance brokers by streamlining customer management, product configuration, policy administration, and performance tracking.

We are actively pursuing commercial opportunities for IME, which we believe can become a core driver of recurring revenue and strategic

partnerships.

Alongside IME, we continue to advance other Sapientus initiatives such as customer profiling tools, AI chatbots, all of

which contribute to building an AI-powered ecosystem that supports insurers and telecom partners while expanding our future revenue streams

across Southeast Asia.

Activity in this segment remained limited during the period.

Cost of Revenue

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

the periods indicated:

The following table sets forth our cost of revenue for the periods indicated:

For the three months ended

August 31, 2025

August 31, 2024

November 30, 2025

November 30, 2024

Telecommunication Products & Services

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We recorded $5,533,338 in costs of revenue for the

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,

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

plans, and mobile phone sales in China.

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

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.

For the three months ended August 31, 2025, we recorded

a gross profit of $38,740, a decrease of $262,288 or 87%, compared to the three months ended August 31, 2024.

The decline in gross profit

is primarily attributable to margin variability within the Telecommunication Products & Services segment, where certain transactions

carried lower margins.

While margins in this segment may fluctuate, the business remains a strategic core of our business as maintaining

scale and presence in the telecom market is crucial to supporting our broader ecosystem and creating cross-selling opportunities with

our emerging platforms.

In addition, initial ramp-up costs in our emerging segments, particularly the DaGe Platform and Command and Communication

business, contributed to overall margin pressure, as these segments are still in the early stages of development and have yet to achieve

scale efficiencies.

three months ended November 30, 2025, a decrease of $2,557,171 or 32%, compared to the three months ended November 30, 2024.

was primarily attributable to lower transaction volumes, particularly within the Telecommunication Products & Services segment, consistent

with the reduction in revenue during the period.

Cost of revenue primarily consists of product costs and transaction-related costs incurred

in connection with mobile payment and recharge services provided to customers of telecommunications companies in China.

As transaction

activity declined during the quarter due to working capital constraints, the associated variable costs declined proportionately.

For the three months ended November 30, 2025, we recorded

a gross profit of $263,103, a decrease of $180,467 or 41%, compared to the three months ended November 30, 2024.

The decline in gross

profit was primarily attributable to the decline in revenue, reflecting reduced transaction volumes during the period.

Amortization & Depreciation

We recorded depreciation of $7,766 for fixed assets

for the three months ended August 31, 2025, a decrease of $3,974 or 34%, compared to the three months ended August 31, 2024.

We recorded amortization & depreciation of $134,964

for intangible assets & fixed assets for the three months ended November 30, 2025, an increase of $123,403 or 1,067%, compared to

the three months ended November 30, 2024.

The increase resulted from the purchase of software IP.

General & Administrative Expenses

The following table sets forth the Company’s

general and administrative expenses for the periods indicated:

The following table sets forth our general and administrative

expenses for the periods indicated:

For the three months ended

August 31, 2025

August 31, 2024

November 30, 2025

November 30, 2024

Entertainment

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We recorded $1,162,065 in general and administrative

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.

The decrease was primarily due to lower salaries & wages, traveling, entertainment, and other miscellaneous expenses compared to the

General and administrative expenses consist of personnel-related costs, professional and accounting services, and general

office and operational expenses necessary to support our business growth and regulatory compliance.

These expenses include ongoing costs

associated with corporate governance, audit and regulatory filings, consulting and advisory services, as well as operational support across

our business segments.

expenses for the three months ended November 30, 2025, a decrease of $405,574 or 26%, compared to the three months ended November 30,

The decrease was primarily due to lower expenditures in travel, entertainment, accounting, and other miscellaneous expenses.

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

expenses necessary to support regulatory compliance.

These expenses include ongoing costs associated with corporate governance, audit

and regulatory filings, consulting and advisory services, as well as operational support across our business segments.

Marketing Cost

The following table sets forth the Company’s

marketing costs for the periods indicated:

The following table sets forth our marketing costs

for the periods indicated:

For the three months ended

August 31, 2025

August 31, 2024

November 30, 2025

November 30, 2024

Marketing Cost

We recorded $31,122 in marketing costs for the three

months ended August 31, 2025, being a decrease of $52,746 or 74%, compared to the three months ended August 31, 2024.

Marketing activities

during the quarter were primarily focused on targeted campaigns supporting the continued rollout of our DaGe platform.

months ended November 30, 2025, being a decrease of $109,356 or 78%, compared to the three months ended November 30, 2024.

was primarily attributable to reduced marketing and promotional activities during the quarter, reflecting cost control measures implemented

in response to liquidity constraints.

Research & Development

The following table sets forth the Company’s

research & development for the periods indicated:

The following table sets forth our research &

development for the periods indicated:

For the three months ended

August 31, 2025

August 31, 2024

November 30, 2025

November 30, 2024

Research & Development

We incurred fees of $85,210 in research & development

for the three months ended August 31, 2025 as compared to $180,273 for the three months ended August 31, 2024 representing a decrease

for the three months ended November 30, 2025 as compared to $146,735 for the three months ended November 30, 2024 representing a decrease

of $61,525 or 42%.

A substantial portion of the research and development

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

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

Within Sapientus, our primary focus has been the development

of the IME platform, a digital solution designed to integrate customer management, product configuration, policy administration, and performance

tracking across the insurance value chain.

The IME platform aims to enhance efficiency, minimize errors, strengthen compliance, and provide

real-time insights for insurers and brokers.

During the quarter, we continued to advance IME toward commercialization and pursue opportunities

for strategic partnerships.

In addition to IME, we maintained and enhanced our

credit risk assessment platform and continued development of other AI-powered analytics initiatives, including intelligent risk evaluation,

product innovation, and sales enablement tools.

We also refine our analytics using empirical data to build future capabilities in portfolio

segmentation and data-driven distribution strategies.

The Company continues to maintain registered patents in China covering proprietary

model algorithms and insurance analytics infrastructure.

Looking ahead, we intend to expand Sapientus beyond

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

At the same time, we are progressing

the early stage development of our Command & Communication segment under a strategic collaboration, supporting future opportunities

in emergency response and public safety infrastructure.

Research and development remains core to our innovation led strategy and long

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

Research and development expenses primarily consist of personnel-related costs.

Activity during the quarter remained

limited in scope, with expenditures aligned to our available working capital.

Credit Impairment Loss

The following table sets forth the Company’s

credit impairment loss for the periods indicated:

The following table sets forth our credit impairment

loss for the periods indicated:

For the three months ended

August 31, 2025

August 31, 2024

November 30, 2025

November 30, 2024

Credit impairment loss

We recorded $343,173 in credit impairment loss for

the three months ended August 31, 2025, compared to no such losses for the three months ended August 31, 2024.

The favorable movement

reflects updated evaluation of customer credit risk and overall credit exposure, resulting in a reduction of previously estimated credit

the three months ended November 30, 2025, compared to no such losses for the three months ended November 30, 2024, reflecting a prudent

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

Share Compensation Expenses

The following table sets forth the Company’s

share compensation expenses for the periods indicated:

The following table sets forth our share compensation

expenses for the periods indicated:

For the three months ended

August 31, 2025

August 31, 2024

November 30, 2025

November 30, 2024

Share compensation expenses

We incurred fees of $208,333 in share issuance for

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

to $180,563 for the three months ended August 31, 2024.

The decrease of $72,813 or 40% was due to the reduced engagement of consultants

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

of our broader financial strategy to optimize equity issuances.

However, we will continue to employ equity compensation for consultants

selectively, aligning with our strategic and financial objectives.

consultants in consideration of services and stock option compensation expense for the three months ended November 30, 2025 as compared

to $179,284 for the three months ended November 30, 2024.

The increase of $29,049 or 16% was primarily attributable share-based compensation

expense recognised during the period, including the amortisation of equity awards granted to consultants and investor relation service

Operating Expenses

We recorded $1,964,867 in operating expenses for the

three months ended August 31, 2025, as compared to $1,992,194 in operating expenses for the three months ended August 31, 2024.

of $464,034 or 23%, for the three months ended August 31, 2025 is as set forth above.

Net Loss attributable to the Company’s

The net loss attributable to the Company’s shareholders

was $1,541,010 for the three months ended August 31, 2025 and $1,688,229 for the three months ended August 31, 2024.

The decrease in net

loss attributable to the Company’s shareholders of $147,219 or 9% resulted primarily from the reduction in operating expenses as

discussed above.

Six Months Ended August 31, 2025 Compared to Six Months Ended August

three months ended November 30, 2025, as compared to $2,045,697 in operating expenses for the three months ended November 30, 2024.

decrease of $80,830 or 4%, for the three months ended November 30, 2025 is as set forth above.

Net Loss attributable to the Company’s stockholders

The net loss attributable to our stockholders was

$1,670,197 for the three months ended November 30, 2025 and $1,660,801 for the three months ended November 30, 2024.

The increase in net

loss attributable to our stockholders of $9,396 or 1% is as set above.

Nine Months Ended November 30, 2025 Compared to Nine Months Ended

November 30, 2024

The following table sets forth our results of operations

for the periods indicated:

For the six months ended

August 31, 2025

August 31, 2024

For the nine months ended

November 30, 2025

November 30, 2024

Cost of revenue

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Diluted Loss Per Share attributable to the Company

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

of business for the periods indicated:

For the six months ended

August 31, 2025

August 31, 2024

The following table sets forth our revenue from its lines of business for

the periods indicated:

For the nine months ended

November 30, 2025

November 30, 2024

Telecommunication Products & Services

2 unchanged sentences

Total Revenue

We recorded $17,106,254 in revenue for the six months

ended August 31, 2025, an increase of $273,508 or 2%, compared to the six months ended August 31, 2024.

This increase resulted from increases

in revenue of $152,371, $12,584, $81,096 and $27,457 from our Telecommunication Products & Services, DaGe Platform, Command &

Communication and Big Data, respectively.

We recorded $22,902,695 in revenue for the nine months

ended November 30, 2025, a decrease of $2,464,130 or 10%, compared to the nine months ended November 30, 2024.

The decrease resulted from

decreases in revenue of $2,590,131 and $13,591 from our Telecommunication Products & Services and DaGe Platform, respectively, offset

by increases in revenue of $112,009 and $27,583 from our Command & Communication and Big Data, respectively.

We principally earn revenue by providing mobile payment

2 unchanged sentences

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

For the six months ended August 31,

2025, our revenue remained primarily driven by our Telecommunication Products & Services segment, which contributed $16.95 million,

representing 99% of total revenue.

This operating model requires working

capital to support transaction volumes.

During the nine months ended November 30, 2025, our revenue remained primarily driven by our Telecommunication

Products & Services segment, which contributed $22.71 million, representing 99.2% of total revenue.

The DaGe Platform, launched in 2024, generated $22,190

in revenue compared to $35,781 in the same period last year.

While still in its development phase, the platform reflects early momentum

as we expand into the automotive services market, including offerings such as car wash, maintenance, and EV charging.

Revenue contributions

remain modest, but increasing user engagements highlights the platform’s long-term potential as services scale and integration with

EV charging networks expands.

Revenue remained limited during the nine months as operational and promotional

activities were constrained by available working capital.

The Command and Communication segment generated $140,877

in revenue for the six months ended August 31, 2025, reflecting continued progress in deploying our emergency response and communication

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

The Big Data segment generated revenue of $27,457for

the six months ended August 31, 2025.

Our primary focus in this segment has been advancing the Insurance Management and Enablement (IME)

platform, a digital solution designed to integrate customer management, product configuration, policy administration, and performance

tracking for insurance brokers and insurers.

IME is being positioned as a cornerstone for future recurring revenue and strategic partnerships,

and we are actively pursuing commercial opportunities around the platform.

In addition to IME, we continue to develop other Sapientus

initiatives, including intelligent customer profiling tools and AI chatbots.

Collectively, these initiatives are building an AI-powered

ecosystem that supports insurers and telecom partners and lays the foundation for subscriptions services, consulting solutions, and data-enable

product distribution across Southeast Asia.

in revenue for the nine months ended November 30, 2025, compared to $28,868 in the prior year period.

The year-over-year increase reflects

the early-stage nature of the segment in the prior year period, when operations had only recently commenced.

Despite the increase, revenue

contributions remained limited, and activity during the period primarily reflected project-based work, with the scope and pace of deployment

constrained by available working capital.

The Big Data segment generated revenue of $27,583

for the nine months ended November 30, 2025.

Activity in this segment remains limited during the period..

Cost of Revenue

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

the periods indicated:

For the six months ended

August 31, 2025

August 31, 2024

The following table sets forth our cost of revenue for the periods indicated:

For the nine months ended

November 30, 2025

November 30, 2024

Telecommunication Products & Services

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We recorded $22,448,331 in costs of revenue for the

six months ended August 31, 2025, an increase of $1,065,164 or 7%, compared to the six months ended August 31, 2024.

As previously mentioned,

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

plans and mobile phone sales in China.

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

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

are reflected in our cost of revenue.

Our gross profit for the six months ended August 31,

2025 was $191,261, a decrease of $791,656 or 81%, compared to the six months ended August 31, 2024.

The decline was primarily attributable

to margin variability within the Telecommunication Products & Services segment, where certain transactions carried lower margins.

Although margins in the Telecommunication sector may fluctuate and, at times, narrow significantly, this segment remains a strategic core

of our business, as maintaining scale and presence in the telecom market is essential to supporting our broader ecosystem and enabling

cross-selling opportunities with our emerging platforms.

In addition, initial ramp-up costs in our emerging segments, particularly the

DaGe Platform and Command and Communication business, contributed to overall margin compression as these businesses are still in the early

stages of development and have yet to achieve scale efficiencies.

nine months ended November 30, 2025, a decrease of $1,492,007 or 6%, compared to the nine months ended November 30, 2024.

As previously

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

subscription plans, and mobile phone sales in China.

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

costs, including 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.

For the nine months ended November 30, 2025, we recorded

a gross profit of $454,364, a decrease of $972,123 or 68%, compared to the nine months ended November 30, 2024.

Cost of revenue primarily

consists of product costs and transaction-related costs incurred in connection with mobile payment and recharge services provided to customers

of telecommunications companies in China.

As transaction activity declined during the nine months due to working capital constraints,

the associated variable costs declined proportionately.

Amortization & Depreciation

We recorded depreciation of $18,319 for fixed assets

for the six months ended August 31, 2025, a decrease of $5,435 or 23%, compared to the six months ended August 31, 2024.

We recorded amortization & depreciation of $153,283

for intangible assets & fixed assets for the nine months ended November 30, 2025, an increase of $117,968 or 334%, compared to the

nine months ended November 30, 2024.

The increase resulted from the purchase of software IP.

General & Administrative Expenses

The following table sets forth the Company’s

general and administrative expenses for the periods indicated:

For the six months ended

August 31, 2025

August 31, 2024

The following table sets forth our general and administrative

expenses for the periods indicated:

For the nine months ended

November 30, 2025

November 30, 2024

Entertainment

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We recorded $4,059,957 in general and administrative

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.

decrease was primarily due to lower salaries & wages, travelling, entertainment, and other miscellaneous expenses compared to the

expenses for the nine months ended November 30, 2025, a decrease of $937,495 or 19%, compared to the nine months ended November 30, 2024.

The decrease was primarily due to lower salaries & wages, traveling, entertainment, accounting, and other miscellaneous expenses compared

to the prior year.

General and administrative expenses consist of personnel-related costs, professional and accounting services, and general

office and operational expenses necessary to support our business growth and regulatory compliance.

These expenses include ongoing costs

associated with corporate governance, audit and regulatory filings, consulting and advisory services, as well as operational support across

our business segments.

office and operational expenses necessary to support regulatory compliance.

These expenses include ongoing costs associated with corporate

governance, audit and regulatory filings, consulting and advisory services, as well as operational support across our business segments.

Marketing Cost

The following table sets forth the Company’s

marketing cost for the periods indicated:

For the six months ended

August 31, 2025

August 31, 2024

The following table sets forth our marketing costs

for the periods indicated:

For the nine months ended

November 30, 2025

November 30, 2024

Marketing Cost

We recorded $30,942 in marketing cost for the six

months ended August 31, 2025, being a decrease of $103,164 or 77%, compared to the six months ended August 31, 2024.

Marketing activities

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

We recorded $62,064 in marketing costs for the nine

months ended November 30, 2025, being a decrease of $212,520 or 77%, compared to the nine months ended November 30, 2024.

was primarily attributable to reduced marketing and promotional activities during the nine months, particularly in this reporting quarter,

reflecting cost control measures implemented in response to liquidity constraints.

Research & Development

The following table sets forth the Company’s

research & development for the periods indicated:

For the six months ended

August 31, 2025

August 31, 2024

The following table sets forth our research &

development for the periods indicated:

For the nine months ended

November 30, 2025

November 30, 2024

Research & Development

We incurred fees of $335,402 in research & development

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

A substantial portion of the research and development

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

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

Within Sapientus, our primary focus has been the development

of the Insurance Management and Enablement (IME) platform, a digital solution designed to integrate customer management, product configuration,

policy administration, and performance tracking across the insurance value chain.

IME is designed to improve efficiency, reduce errors,

strengthen compliance, and provide real-time insights for insurers and brokers.

During the six month period, we advanced IME towards commercialization

and continued to pursue opportunities for strategic partnerships.

In addition to IME, we maintained and enhanced our

credit risk assessment platform and continued to develop other AI-powered analytics initiatives, including intelligent risk evaluation,

product innovation, and a sales enablement tool.

We also refine our analytics initiatives, including using empirical data to strengthen

future capabilities in portfolio segmentation and data-driven distribution strategies.

The Company continues to maintain all the registered

patents in China covering proprietary model algorithms and insurance analytics infrastructure.

Looking ahead, we remain focused on expanding Sapientus

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

At the same time, we are

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

opportunities in emergency response and public safety infrastructure.

Research and development remains core to our innovation led strategy

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

for the nine months ended November 30, 2025 as compared to $506,001 for the nine months ended November 30, 2024 representing a decrease

of $170,599 or 34%.

Research and development expenses primarily consist of personnel-related costs.

Activities during the nine months

remained limited in scope, particularly in this reporting quarter, with expenditures aligned to our available working capital.

Credit Impairment Loss

The following table sets forth the Company’s

credit impairment loss for the periods indicated:

For the six months ended

August 31, 2025

August 31, 2024

The following table sets forth our credit impairment

loss for the periods indicated:

For the nine months ended

November 30, 2025

November 30, 2024

Credit impairment loss

We recorded $579,942 in credit impairment loss for

six months ended August 31, 2025, an increase $236,769 or 100% compared to the six months ended August 31, 2024, reflecting a prudent

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

the nine months ended November 30, 2025, an increase of $579,942 or 100% compared to the nine months ended November 30, 2024, reflecting

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

Share Compensation Expenses

The following table sets forth the Company’s

share compensation expenses for the periods indicated:

For the six months ended

August 31, 2025

August 31, 2024

The following table sets forth our share compensation

expenses for the periods indicated:

For the nine months ended

November 30, 2025

November 30, 2024

Share compensation expenses

We incurred fees of $443,830 in share issuance for

consultants in consideration of services and stock option compensation expense for the six months ended August 31, 2025 as compared to

$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

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

our broader financial strategy to optimize equity issuances.

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

aligning with our strategic and financial objectives.

consultants in consideration of services and stock option compensation expense for the nine months ended November 30, 2025 as compared

to $582,517 for the nine months ended November 30, 2024.

The decrease of $138,687 or 24% was due to the reduced engagement of consultants

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

of our broader financial strategy to optimize equity issuances.

However, we will continue to employ equity compensation for consultants

selectively, aligning with our strategic and financial objectives.

Operating Expenses

We recorded $5,634,478 in operating expenses for the

six months ended August 31, 2025, as compared to $4,350,172 in operating expenses for the six months ended August 31, 2024.

of $680,561 or 16%, for the six months ended August 31, 2025 is as set forth above.

nine months ended November 30, 2025, as compared to $6,395,869 in operating expenses for the nine months ended November 30, 2024.

decrease of $761,391 or 12%, for the nine months ended November 30, 2025 is as set forth above.

Net Loss attributable to the Company’s

The net loss attributable to the Company’s shareholders

was $3,549,566 for the six months ended August 31, 2025 and $3,344,133 for the six months ended August 31, 2024.

The increase in net loss

attributable to the Company’s shareholders of $205,433 or 6% resulted primarily from the significant decline in gross profit which

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

The net loss attributable to our stockholders was

$5,219,763 for the nine months ended November 30, 2025 and $5,004,934 for the nine months ended November 30, 2024.

The increase in net

loss attributable to our stockholders of $214,829 or 4% is as set forth above.

Liquidity and Capital Resources

The following table sets out our cash and working

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

As at August 31,

capital as of November 30, 2025 and February 28, 2025:

As at November

As at February

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Working capital

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

At November 30, 2025, we had cash and cash equivalents

of $24,214, as compared to cash and cash equivalents of $1,128,135 at February 28, 2025.

Our business model,

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

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

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

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

added pressure on our liquidity.

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

We anticipate that our available resources, together with expected operating inflows, will be sufficient to support our ongoing

operations and meet near-term obligations.

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

our Command & Communication business and increase deposits with telecommunication companies, we will require additional capital.

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.

We cannot provide

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

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

our telecommunications company clients .

Our business model, particularly in mobile payment,

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

to consumers on our portal.

During the period, liquidity constraints limited our ability to fund certain operations, which contributed

to reduced activity levels.

Management continues to monitor cash flows and align expenditures with available resources.

We believe that

its existing working capital and cash flows from operations will support near-term operating requirements.

We may seek additional financing

to support ongoing operations.

There can be no assurance that additional financing will be available on acceptable terms, or at all.

Statement of Cashflows

1 unchanged sentence

for the periods presented:

For the six months ended

August 31, 2025

August 31, 2024

For the nine months ended

November 30, 2025

November 30, 2024

Net cash used in operating activities

5 unchanged sentences

Net decrease in cash and cash equivalents

$ (1,103,921 )

$ (1,352,632 )

Cash Flow used in Operating Activities

Net cash used in operating activities increased by

$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

receivable of ($4,610,390) (August 31, 2024:

($12,209,223)), increase in other receivable of ($425,360) (August 31, 2024:

$527,972) and

decrease in lease liability of ($3,495) (August 31, 2024:

offset by decrease in prepayment and deposit of $1,531,103 (August

($22,226)), decrease in inventories of $15,187 (August 31, 2024:

$nil), increase in accounts payable of $3,278,687 (August 31,

$10,002,702) and increase in accrual and other payable of $209,687 (August 31, 2024:

Net cash used in operating activities decreased by

$952,171 in the nine months ended November 3031, 2025 compared to the nine months ended November 30, 2024, primarily due to an increase

in account receivable of ($11,061,678) (November 30, 2024:

($17,296,795)), increase in other receivable of ($533,276) (November 30, 2024:

$1,438,128) and decrease in lease liability of ($5,791) (November 30, 2024:

offset by decrease in prepayment and deposit of

$1,961,515 (November 30, 2024:

$1,390,794), decrease in inventories of $23,869 (November 30, 2024:

($31,096)), increase in accounts payable

of $8,464,307 (November 30, 2024:

$13,319,337) and increase in accrual and other payable of $1,593,083 (November 30, 2024:

Cash Flow used in Investing Activities

During the six months ended August 31, 2025, net cash

used in investing activities increased by $85 compared to $1,741 in the six months ended August 31, 2024.

During the nine months ended November 30, 2025, net

cash used in investing activities increased by $18,380 compared to $1,705 in the nine months ended November 30, 2024 due to the purchase

of equipment.

Cash Flow provided by Financing Activities

During the six months ended August 31, 2025, net cash

provided by financing activities was $2,205,493 compared to net cash provided by financing activities during the six months ended August

31, 2024 of $2,629,688.

The decrease was due to the $751,122 repayment of the loan.

During the nine months ended November 30, 2025, net

cash provided by financing activities was $2,570,778 compared to net cash provided by financing activities during the nine months ended

November 30, 2024 of $3,239,306.

The decrease was primarily attributable to lower net borrowings during the period, including repayments

of loans made earlier in the fiscal year.

During the three months ended November 30, 2025, we also raised additional capital through sales

of common stock under our at-the-market offering program.

Proceeds from these issuances were used primarily for general working capital

Notwithstanding these proceeds, we continue to experience working capital constraints, and our liquidity remains dependent on

operating performance, the timing of customer collections, and access to additional financing.

Off-Balance Sheet Arrangements

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Subsequent Events

On September 30, 2025, our Company, our WOFE,

JiuGe Management, and Shanghai Jihaohe, entered into an asset purchase agreement pursuant to which we 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 us to Shanghai Jihaohe on October 2,

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.

On December 15, 2025, the Company issued a news release

to announce that it has entered into a non-binding term sheet with a voice and messaging telecom service provider regarding the potential

acquisition by FingerMotion.

The term sheet outlines preliminary terms and enables both parties to proceed with mutual due diligence and

negotiate a definitive acquisition agreement.

No binding agreement has been executed at this time,

and there can be no assurance that the parties will enter into a definitive agreement or that any transaction will be completed.

Any potential

acquisition remains subject to the negotiation and execution of final transaction documents, completion of due diligence, customary closing

conditions, and approval by the Company’s Board of Directors.

Subsequent to November 30, 2025, we continued to issue

shares of its common stock under the Sales Agreement.

These issuances did not impact the Company’s financial position as of November

Critical Accounting Policies

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis