FingerMotion, Inc. 10-Q

ITEM 1 – FINANCIAL STATEMENTS 3 FINGERMOTION, INC. CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS For the nine months ended November 30, 2025 (Unaudited - Expressed in U.S. Dollars) 4 FingerMotion, Inc. Condensed Consolidated Balance Sheets November 30, February 28, 2025 2025 (Unaudited) ASSETS Current Assets Cash and cash equivalents $ 24,214 $ 1,128,135 Accounts receivable, net 44,247,007 32,659,437 Inventories 115,752 136,020 Prepayment and deposit 4,896,890 7,016,803 Other receivables 1,670,081 1,096,965 Total Current Assets 50,953,944 42,037,360 Non-current Assets Equipment 28,938 23,260 Intangible assets 2,226,621 9,758 Right-of-use asset 46,522 126,581 Deferred tax asset 6,799,017 6,623,492 Total Non-Current Assets 9,101,098 6,783,091 TOTAL ASSETS $ 60,055,042 $ 48,820,451 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities Accounts payable $ 33,864,932 $ 24,560,361 Accrual and other payables 9,408,128 9,323,641 Loan payable, current portion 382,623 1,133,745 Lease liability, current portion 40,864 116,808 Total Current Liabilities 43,696,547 35,134,555 Non-current Liabilities Lease liability, non-current portion — 9,986 Deferred tax liabilities 17,447 16,954 Total Non-Current Liabilities 17,447 26,940 TOTAL LIABILITIES $ 43,713,994 $ 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 61,217,225 shares and 57,141,186 issued and outstanding at November 30, 2025 and February 28, 2025 respectively 6,123 5,714 Additional paid-in capital 54,553,014 47,304,416 Additional paid-in capital - stock options 1,767,980 1,473,996 Accumulated deficit ( 39,407,147 ) ( 34,187,384 ) Accumulated other comprehensive income ( 550,278 ) ( 943,276 ) Stockholders’ equity before non-controlling interests 16,369,692 13,653,466 Non-controlling interests ( 28,644 ) 5,490 TOTAL STOCKHOLDERS’ EQUITY 16,341,048 13,658,956 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 60,055,042 $ 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 Nine Months Ended November 30, November 30, November 30, November 30, 2025 2024 2025 2024 Revenue $ 5,796,441 $ 8,534,079 $ 22,902,695 $ 25,366,825 Cost of revenue ( 5,533,338 ) ( 8,090,509 ) ( 22,448,331 ) ( 23,940,338 ) Gross profit 263,103 443,570 454,364 1,426,487 Amortization & depreciation ( 134,964 ) ( 11,561 ) ( 153,283 ) ( 35,315 ) General & administrative expenses ( 1,162,065 ) ( 1,579,619 ) ( 4,059,957 ) ( 4,997,452 ) Marketing cost ( 31,122 ) ( 140,478 ) ( 62,064 ) ( 274,584 ) Research & development ( 85,210 ) ( 146,735 ) ( 335,402 ) ( 506,001 ) Credit impairment loss ( 343,173 ) — ( 579,942 ) — Stock compensation expenses ( 208,333 ) ( 179,284 ) ( 443,830 ) ( 582,517 ) Total operating expenses ( 1,964,867 ) ( 2,057,677 ) ( 5,634,478 ) ( 6,395,869 ) Net loss from operations ( 1,701,764 ) ( 1,614,107 ) ( 5,180,114 ) ( 4,969,382 ) Other income (expense): Interest income 4,448 4,270 14,158 36,511 Interest expense ( 25,225 ) ( 67,325 ) ( 117,354 ) ( 95,903 ) Exchange gain (loss) ( 570 ) ( 261 ) ( 11,279 ) 12,132 Other income 41,499 14,768 40,692 19,584 Total other income (expense) 20,152 ( 48,548 ) ( 73,783 ) ( 27,676 ) Net loss before income tax $ ( 1,681,612 ) $ ( 1,662,655 ) $ ( 5,253,897 ) $ ( 4,997,058 ) Income tax expenses — ( 57 ) ( 12,037 ) Net loss $ ( 1,681,612 ) $ ( 1,662,712 ) $ ( 5,253,897 ) $ ( 5,009,095 ) Less: Net loss attributable to the non-controlling interest ( 11,415 ) ( 1,911 ) ( 34,134 ) ( 4,161 ) Net loss attributable to the Company’s stockholders $ ( 1,670,197 ) $ ( 1,660,801 ) $ ( 5,219,763 ) $ ( 5,004,934 ) Other comprehensive income: Foreign currency translation adjustments 111,644 ( 274,666 ) 392,998 ( 99,449 ) Comprehensive loss $ ( 1,558,553 ) $ ( 1,935,467 ) $ ( 4,826,765 ) $ ( 5,104,383 ) Less: Comprehensive loss attributable to non-controlling interest ( 2 ) ( 181 ) 540 ( 1,064 ) Comprehensive loss attributable to the Company $ ( 1,558,551 ) $ ( 1,935,286 ) $ ( 4,827,305 ) $ ( 5,103,319 ) NET LOSS PER SHARE Loss Per Share - Basic $ ( 0.03 ) $ ( 0.03 ) $ ( 0.09 ) $ ( 0.09 ) Loss Per Share - Diluted $ ( 0.03 ) $ ( 0.03 ) $ ( 0.09 ) $ ( 0.09 ) NET LOSS PER SHARE ATTRIBUTABLE TO THE COMPANY Loss Per Share - Basic $ ( 0.03 ) $ ( 0.03 ) $ ( 0.09 ) $ ( 0.09 ) Loss Per Share - Diluted $ ( 0.03 ) $ ( 0.03 ) $ ( 0.09 ) $ ( 0.09 ) Weighted Average Common Shares Outstanding - Basic 60,454,663 53,326,531 59,050,988 52,898,259 Weighted Average Common Shares Outstanding - Diluted 60,454,663 53,326,531 59,050,988 52,898,259 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 Common stock issued for cash 241,296 25 365,262 — — — 365,287 — 365,287 Common stock issued for professional service 67,500 7 115,335 — — — 115,342 — 115,342 Common stock issued for purchase of software IP 1,500,000 150 2,354,850 — — — 2,355,000 — 2,355,000 Accumulated other comprehensive income — — — — — 111,644 111,644 — 111,644 Net Loss — — — — ( 1,670,197 ) — ( 1,670,197 ) ( 11,415 ) ( 1,681,612 ) Balance at November 30, 2025 61,217,225 6,123 54,553,014 1,767,980 ( 39,407,147 ) ( 550,278 ) 16,369,692 ( 28,644 ) 16,341,048 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 equity 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 Common stock issued for cash 1,095,000 110 1,642,391 — — — 1,642,501 — 1,642,501 Accumulated other comprehensive income — — — — — ( 274,666 ) ( 274,666 ) — ( 274,666 ) Net Loss — — — — ( 1,660,801 ) — ( 1,660,801 ) ( 1,911 ) ( 1,662,712 ) Balance at November 30, 2024 (As restated) 53,807,850 5,381 42,304,746 1,656,320 ( 34,079,514 ) ( 866,640 ) 9,020,473 ( 2,133 ) 9,018,340 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 8 FingerMotion, Inc. Unaudited Condensed Consolidated Statements of Cash Flows Nine Months Ended November 30, November 30, 2025 2024 Net (loss) $ ( 5,253,897 ) $ ( 5,009,095 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Share based compensation expenses 443,830 988,639 Amortization and depreciation 153,283 35,315 Provision for expected credit losses 579,942 — Gain on disposal of equipment 118 — Change in operating assets and liabilities: (Increase) decrease in accounts receivable ( 11,061,678 ) ( 17,296,795 ) (Increase) decrease in prepayment and deposit 1,961,515 1,390,794 (Increase) decrease in others receivable ( 533,276 ) 1,438,128 (Increase) decrease in inventories 23,869 ( 31,096 ) Increase (decrease) in accounts payable 8,464,307 13,319,337 Increase (decrease) in accrual and other payables 1,593,083 567,593 Increase (decrease) due to lease liability ( 5,791 ) 10,314 Net Cash (used in) operating activities ( 3,634,695 ) ( 4,586,866 ) Cash flows from investing activities Purchase of equipment ( 20,085 ) ( 1,705 ) Net cash (used in) investing activities ( 20,085 ) ( 1,705 ) Cash flows from financing activities Repayment of loan payable ( 751,122 ) — Proceed from loan payable — 1,596,806 Proceeds from issuance of common stock 3,321,900 1,642,500 Net cash provided by financing activities 2,570,778 3,239,306 Effect of exchange rates on cash and cash equivalents ( 19,919 ) ( 3,367 ) Net change in cash ( 1,103,921 ) ( 1,352,632 ) Cash at beginning of period 1,128,135 1,517,232 Cash at end of period $ 24,214 $ 164,600 Supplemental disclosures of cash flow information: Interest paid $ 117,354 $ — Taxes paid $ — $ — Supplemental disclosures of non-cash investing and financing activities: Common stock issued for professional service $ 172,105 $ — Conversion of customer deposit to shares $ 1,400,000 $ — Common stock issued for purchase of software IP $ 2,355,000 $ — The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 9 FINGERMOTION, INC. Nine months ended November 30, 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 specialize in operating and publishing mobile games. Pursuant to the Share Exchange Agreement with FMCL, effective July 13, 2017 (the “Share Exchange Agreement”, the Company agreed to exchange the outstanding equity stock of FMCL held by the FMCL Shareholders for shares of common stock of the Company. 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. Nine months ended November 30, 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 condensed 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 November 30, 2025 and February 28, 2025: 11 FINGERMOTION, INC. Nine months ended November 30, 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 November 30, 2025 February 28, 2025 (unaudited) Current assets $ 9,127,388 $ 9,647,455 Non-current assets 431,013 512,958 Total assets $ 9,558,401 $ 10,160,413 Current liabilities $ 13,413,927 $ 12,925,255 Non-current liabilities 17,447 26,940 Total liabilities $ 13,431,374 $ 12,952,195 Assets and liabilities of the VIE’s Subsidiaries November 30, 2025 February 28, 2025 (unaudited) Current assets $ 40,254,430 $ 29,073,164 Non-current assets 5,779,275 5,598,659 Total assets $ 46,033,705 $ 34,671,823 Current liabilities $ 46,518,312 $ 34,137,259 Non-current liabilities — — Total liabilities $ 46,518,312 $ 34,137,259 Operating Result of VIE For the Nine Months Ended November 30, 2025 For the Nine Months Ended November 30, 2024 (unaudited) (unaudited) Revenue $ 1,721,728 $ 4,375,824 Cost of revenue ( 1,314,990 ) ( 3,613,533 ) Gross profit $ 406,738 $ 762,291 Amortization and depreciation ( 12,813 ) ( 17,721 ) General and administrative expenses ( 1,217,379 ) ( 1,559,299 ) Marketing cost ( 13,500 ) ( 91,849 ) Research & development ( 57,712 ) ( 257,022 ) Credit impairment loss ( 123,095 ) — Total operating expenses $ ( 1,424,499 ) $ ( 1,925,891 ) Loss from operations $ ( 1,017,761 ) $ ( 1,163,600 ) Interest income 13,685 36,387 Other income 18,745 18,273 Total other income $ 32,430 $ 54,660 Tax expense — — Net loss $ ( 985,331 ) $ ( 1,108,940 ) 12 FINGERMOTION, INC. Nine months ended November 30, 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 Nine Months Ended November 30, 2025 For the Nine Months Ended November 30, 2024 (unaudited) (unaudited) Revenue $ 20,570,477 $ 20,991,002 Cost of revenue ( 20,235,160 ) ( 20,326,805 ) Gross profit $ 335,317 $ 664,197 Amortization and depreciation ( 720 ) ( 719 ) General and administrative expenses ( 807,501 ) ( 819,258 ) Marketing cost ( 48,565 ) ( 182,735 ) Research & development ( 67,567 ) ( 66,580 ) Credit impairment loss ( 463,120 ) — Total operating expenses $ ( 1,387,473 ) $ ( 1,069,292 ) Loss from operations $ ( 1,052,156 ) $ ( 405,095 ) Interest income 41 23 Other income 32,577 1,000 Total other income $ 32,618 $ 1,023 Tax expense — ( 12,037 ) Net loss $ ( 1,019,538 ) $ ( 416,109 ) 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. Nine months ended November 30, 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 November 30, 2025 RMB7.0772 to $1.00 February 28, 2025 RMB7.2830 to $1.00 Income statement and cash flows items For the nine months ended November 30, 2025 RMB7.1826 to $1.00 For the nine months ended November 30, 2024 RMB7.1887 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. Nine months ended November 30, 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 nine months ended November 30, 2025 and for the year ended February 28, 2025. 15 FINGERMOTION, INC. Nine months ended November 30, 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 nine months ended November 30, 2025, two customers each accounted for more than 10% of the Company’s total revenue, with individual contributions of 59 % and 24 % . As at November 30, 2025, amounts due from these customers represented approximately 80 % of the Company’s total accounts receivable. For the nine months ended November 30, 2024, three customers each accounted for more than 10% of the Company’s total revenue, with individual contributions of 36 % , 30 % and 25 % . As at November 30, 2024, amounts due from these customers represented approximately 89 % of the Company’s total accounts receivable. For the nine months ended November 30, 2025, two suppliers each accounted for more than 10% of the Company’s total purchase, with individual contributions of 59 % and 24 % . As at November 30, 2025, amounts due to these suppliers represented approximately 51 % of the Company’s total accounts payable. For the nine months ended November 30, 2024, three suppliers each accounted for more than 10% of the Company’s total purchase, with individual contributions of 34 % , 32 % and 26 % . As at November 30, 2025, amounts due to these suppliers represented approximately 43 % of the Company’s total accounts payable. 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. Nine months ended November 30, 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. Nine months ended November 30, 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. Nine months ended November 30, 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. Nine months ended November 30, 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 $ 39,407,147 and $ 34,187,384 as at November 30, 2025 and February 28, 2025 respectively, and had a net loss of $ 5,253,897 and $ 5,009,095 for the nine months ended November 30, 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 $ 22,902,695 and $ 25,366,825 in revenue, respectively, for the nine months ended November 30, 2025 and 2024. Schedule of revenue For the nine months ended November 30, 2025 November 30, 2024 (unaudited) (unaudited) Telecommunication Products & Services $ 22,712,045 $ 25,302,176 DaGe Platform 22,190 35,781 Command & Communication 140,877 28,868 Big Data 27,583 — $ 22,902,695 $ 25,366,825 Note 5 – Equipment At November 30, 2025 and February 28, 2025, the company has the following amounts related to tangible assets: Schedule of property, plant and equipment November 30, 2025 February 28, 2025 (unaudited) Equipment $ 124,701 $ 103,945 Less: accumulated depreciation ( 95,763 ) ( 80,685 ) Net equipment $ 28,938 $ 23,260 No significant residual value is estimated for the equipment. Depreciation expenses for the nine months ended November 30, 2025 and 2024 totaled $ 14,973 and $ 19,893 respectively. 20 FINGERMOTION, INC. Nine months ended November 30, 2025 and 2024 Notes to the Unaudited Condensed Consolidated Financial Statements Note 6 – Intangible Asset At November 30, 2025 and February 28, 2025, the company has the following amounts related to intangible assets: Schedule of intangible assets November 30, 2025 February 28, 2025 (unaudited) Mobile applications / Software 2,562,867 201,993 Less: accumulated amortization ( 336,246 ) ( 192,235 ) Net intangible assets $ 2,226,621 $ 9,758 No significant residual value is estimated for these intangible assets. Amortization expenses for the six months ended November 30, 2025 and 2024 totaled $ 138,310 and $ 15,422 , 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 November 30, 2025 February 28, 2025 (unaudited) Deposit $ 4,585,757 $ 6,631,704 Prepayment 311,133 385,099 $ 4,896,890 $ 7,016,803 Note 8 – Accounts Receivable, net Schedule of accounts receivable November 30, 2025 February 28, 2025 (unaudited) Accounts receivable $ 45,269,140 $ 33,094,782 Less: allowance for credit losses ( 1,022,133 ) ( 435,345 ) $ 44,247,007 $ 32,659,437 The Company generally extends 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 November 30, 2025 February 28, 2025 (unaudited) At beginning of the period $ 435,345 $ — Additions 586,788 435,345 At end of the period $ 1,022,133 $ 435,345 21 FINGERMOTION, INC. Nine months ended November 30, 2025 and 2024 Notes to the Unaudited Condensed Consolidated Financial Statements Note 9 – Other Receivables At November 30, 2025 and February 28, 2025, the company has the following amounts related to other receivables: Schedule of other receivables November 30, 2025 February 28, 2025 (unaudited) Other receivables represent: Advances to suppliers $ 1,225,511 $ 745,935 Security deposit 215,786 336,558 Others 228,784 14,472 $ 1,670,081 $ 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 nine months ended November 30, 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 November 30, 2025 February 28, 2025 Right-of-use asset (unaudited) Right-of-use asset, net $ 46,522 $ 126,581 Lease liability Current lease liability $ 40,864 $ 116,808 Non-current lease liability — 9,986 Total lease liability $ 40,864 $ 126,794 Remaining lease term and discount rate November 30, 2025 Weighted-average remaining lease term 5 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 November 30, 2025: Schedule of future minimum lease payments due Twelve months ended November 30, 2026 $ 41,269 Less: imputed interest ( 405 ) Present value of lease obligations $ 40,864 22 FINGERMOTION, INC. Nine months ended November 30, 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. On September 30, 2025, the Company, its indirect wholly owned subsidiary, Shanghai JiuGe Business Management Co., Ltd. (“JiuGe Management”), and Shanghai Jihaohe Information Technology Co., Ltd. (“Shanghai Jihaohe”), entered into an asset purchase agreement (the “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 the Company’s DaGe platform, in consideration of the issuance by the Company to Shanghai Jihaohe of 1,500,000 shares of common stock in the capital of the Company. The Asset Purchase Agreement closed on October 2, 2025, and the Company issued the 1,500,000 shares of common stock to Shanghai Jihaohe at a deemed issuance price of $ 1.57 per share. On October 17, 2025, the Company issued 60,000 shares of its common stock at a deemed price of $ 1.67 per share to one individual pursuant to a settlement agreement. On October 17, 2025, the Company issued 7,500 shares of its common stock at a deemed price of $ 1.86 per share to one entity pursuant to a consulting agreement. 23 FINGERMOTION, INC. Nine months ended November 30, 2025 and 2024 Notes to the Unaudited Condensed Consolidated Financial Statements Note 11 - Common Stock (continued) On October 23, 2025 the Company entered into a Sales Agreement (the “Sales Agreement”) with R.F. Lafferty & Co., Inc. as sales agent (the “Sales Agent”), under which the Company 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”). From October 23, 2025 to November 30, 2025, the Company issued 51,296 shares of its common stock under the Sales Agreement for gross cash proceeds of $ 80,087 . The total issuance costs were $ 2,002 , all of which were related to compensation paid to the Sales Agent. . On November 14, 2025, the Company issued 190,000 shares of common stock at a price of $ 1.50 per share to one individual due to the closing of a private placement for gross proceeds of $ 285,000 . As of November 30, 2025 there were 61,217,225 shares of the Company’s common stock issued and outstanding, and none of the preferred shares were issued and outstanding. 24 FINGERMOTION, INC. Nine months ended November 30, 2025 and 2024 Notes to the Unaudited Condensed Consolidated Financial Statements Share Purchase Warrants A continuity schedule of outstanding stock purchase warrants as at November 30, 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 Issued 3,000,000 1.65 Issued 1,000,000 2.15 Expired ( 28,312 ) 8.22 Issued 300,000 1.65 Adjustment to Exercise Price 25,333 1.50 Expired ( 10,000 ) 6.70 Balance, November 30, 2025 8,275,594 $ 1.64 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. On October 21, 2025, the Company issued an aggregate of 4,000,000 common stock purchase warrants (the “Warrants”) to a consultant pursuant to a consulting services agreement with respect to investor relations services. 3,000,000 of the Warrants entitle the holder to purchase up to 3,000,000 shares of common stock (each, a “Warrant Share”) at an exercise price of $1.65 per Warrant Share until April 20, 2027, and 1,000,000 of the Warrants entitle the holder to purchase up to 1,000,000 Warrant Shares at an exercise price of $2.15 per Warrant Share until April 20, 2027. On November 4, 2025, 28,312 stock purchase warrants having an exercise price of $ 8.22 per share expired. 25 FINGERMOTION, INC. Nine months ended November 30, 2025 and 2024 Notes to the Unaudited Condensed Consolidated Financial Statements On November 5, 2025, the Company issued 300,000 common stock purchase warrants (the “Warrants”) to a consultant pursuant to a consulting services agreement. The Warrants entitle the holder to purchase up to 300,000 shares of common stock (each, a “Warrant Share”) at an exercise price of $ 1.65 per Warrant Share until April 27, 2027. In connection with the issuance of shares of common stock under the Sales Agreement, the number of warrants remaining under the Placement Agent Warrant has been increased by 25,333 due to the adjustment provisions to the exercise price contained within the Placement Agent Warrant, with the remaining number of warrants thereunder entitling the Placement Agent to purchase 125,333 shares of common stock at a price of $ 1.50 per share. On November 21, 2025, 10,000 stock purchase warrants having an exercise price of $ 6.70 per share expired. A summary of stock purchase warrants outstanding and exercisable as at November 30, 2025 is as follows: Schedule of share purchase warrants outstanding and exercisable Number of Warrants Remaining Contractual Exercise Price Outstanding Life (Years) Expiry Date 1.50 3,975,594 4.07 December 23, 2029 1.65 3,000,000 1.39 April 20, 2027 2.15 1,000,000 1.39 April 20, 2027 1.65 300,000 1.41 April 27, 2027 1.64 8,275,594 26 FINGERMOTION, INC. Nine months ended November 30, 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 November 30, 2025 February 28, 2025 Expected Risk-Free Interest Rate 1.06 % 1.06 % Expected Volatility 15.27 % 15.27 % Expected Life in Years 1.08 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 November 30, 2025 February 28, 2025 Expected Risk-Free Interest Rate 5.37 % 5.37 % Expected Volatility 25.48 % 25.48 % Expected Life in Years 2.66 3.41 Expected Dividend Yield — — Weighted-Average Grant Date Fair Value $ 4.58 $ 4.58 27 FINGERMOTION, INC. Nine months ended November 30, 2025 and 2024 Notes to the Unaudited Condensed Consolidated Financial Statements Stock Options (continued) A continuity schedule of outstanding stock options as at November 30, 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, November 30, 2025 6,039,100 $ 4.18 A continuity schedule of outstanding unvested stock options at November 30, 2025, and the changes during the six months periods, is as follows: Schedule of unvested restricted stock Number of Weighted Average Unvested Stock Options Grant Date Fair Value Balance, February 28, 2025 2,303,300 $ 5.16 Vested – July 28, 2025 ( 529,700 ) $ 4.58 Balance, November 30, 2025 1,773,600 $ 5.34 As at November 30, 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 November 30, 2025 was $1.35 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 November 30, 2025 was lower than the strike price. A summary of stock options outstanding and exercisable as at November 30, 2025 is as follows: Schedule of stock options Options Outstanding Options Exercisable Range of Exercise Prices Outstanding at November 30, 2025 Exercise Price Weighted Average Remaining Contractual Term (Years) Exercisable at November 30, 2025 Exercise Price Weighted Average Remaining Contractual Term (Years) $ 3.00 to $ 4.00 3,390,600 $ 3.84 1.08 2,676,400 $ 3.84 1.08 $ 4.00 to $ 5.00 2,648,500 $ 4.62 2.66 1,589,100 $ 4.62 2.66 6,039,100 4,265,500 28 FINGERMOTION, INC. Nine months ended November 30, 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 nine months ended November 30, 2025 November 30, 2024 Numerator - basic and diluted (unaudited) (unaudited) Net Loss $ ( 5,253,897 ) $ ( 5,009,095 ) Denominator Weighted average number of common shares outstanding —basic 59,050,988 52,898,259 Weighted average number of common shares outstanding —diluted 59,050,988 52,898,259 Loss per common share — basic $ ( 0.09 ) $ ( 0.09 ) Loss per common share — diluted $ ( 0.09 ) $ ( 0.09 ) 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 nine months ended November 30, 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 nine months ended November 30, 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 nine months ended November 30, 2025 and 2024 are as follows: Schedule of effective income tax rate reconciliation For the nine months ended November 30, 2025 November 30, 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 % 29 FINGERMOTION, INC. Nine months ended November 30, 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 November 30, 2025 and February 28, 2025, the valuation allowances were $ 4,027,115 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 November 30, 2025 February 28, 2025 (unaudited) Deferred tax assets Net operating losses carry forward $ 4,022,189 $ 3,316,740 Accruals and reserves 6,784,382 6,476,962 Lease liability 19,561 19,029 Total deferred tax assets 10,826,132 9,812,461 Less: Valuation allowance ( 4,027,115 ) ( 3,188,969 ) Total deferred tax assets, net of valuation allowance 6,799,017 6,623,492 Deferred tax liabilities Right-of-use asset ( 17,447 ) ( 16,954 ) Total deferred tax liabilities ( 17,447 ) ( 16,954 ) Net deferred tax assets (liabilities) $ 6,781,570 $ 6,606,538 Note 14 - Commitments and Contingencies Legal proceedings The Company is not aware of any material outstanding claim and litigation against it. 30 FINGERMOTION, INC. Nine months ended November 30, 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 . On September 4, 2025 the Company and the Lender entered into an extension of loan agreement of the final tranche of SGD$ 500,000 . The new repayment date is due on March 4, 2026 and the interest rate has been increased to 2 % per month. 31 FINGERMOTION, INC. Nine months ended November 30, 2025 and 2024 Notes to the Unaudited Condensed Consolidated Financial Statements Note 16 - Subsequent Events 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 to 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, the Company issued 64,083 shares of its common stock under the Sales Agreement for gross cash proceeds of $ 98,942 . The total issuance costs were $ 2,474 , all of which were related to compensation paid to the Sales Agent. 32