FingerMotion, Inc. 10-Q

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The terms the “Registrant”, “we”, “us”, “our”, “FingerMotion” and the “Company” mean FingerMotion, Inc. or as the context requires, collectively with its consolidated subsidiaries and contractually controlled companies. Cautionary Note Regarding Forward-Looking Statements The following management’s discussion and analysis of the Company’s financial condition and results of operations (the “MD&A”) contains forward-looking statements that involve risks, uncertainties and assumptions including, among others, statements regarding our capital needs, business plans and expectations. In evaluating these statements, you should consider various factors, including the risks, uncertainties and assumptions set forth in reports and other documents we have filed with or furnished to the SEC and, including, without limitation, this Quarterly 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. Introduction This MD&A is focused on material changes in our 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, 2025. Corporate Information The Company was initially incorporated as Property Management Corporation of America on January 23, 2014 in the State of Delaware. On June 21, 2017, the Company amended its certificate of incorporation to effect a 1-for-4 reverse stock split of the Company’s outstanding common stock, to increase the authorized shares of common stock to 200,000,000 shares and to change the name of the Company from “Property Management Corporation of America” to “FingerMotion, Inc.” (the “ Corporate Actions ”). The Corporate Actions and the amended certificate of incorporation became effective on June 21, 2017. Our principal executive offices are located at 111 Somerset Road, Level 3, Singapore 238164, and our telephone number is (347) 349-5339. 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 VIE. 33 As described in more detail below, under the subheading “VIE Agreements,” we fund the registered capital and operating expenses of the VIE by extending loans to Ms. Li Li, the sole shareholder of the VIE, for the purpose of funding the capital contribution of the subscribed capital of the VIE. The VIE Agreements governing the relationship between the VIE and our WFOE enable us to (i) direct the activities of the VIE that most significantly impact the VIE’s economic performance, (ii) receive substantially all of the economic benefits of the VIE, and (iii) have an exclusive call option to purchase, at any time, all or part of the equity interests in and/or assets of the VIE to the extent permitted by Chinese laws. As a result of the VIE Agreements, the Company is considered the primary beneficiary of the VIE for accounting purposes and is able to consolidate the financial results of the VIE in its consolidated financial statements in accordance with U.S. GAAP. The following diagram depicts our corporate structure: 34 Our holding company structure presents unique risks as our investors may never directly hold equity interests in our subsidiaries or the VIE, and we will be dependent upon contributions from our subsidiaries and the VIE to finance our cash flow needs. Our subsidiaries and the VIE are currently not required to obtain permission from the Chinese authorities including the China Securities Regulatory Commission (the “ CSRC ”), or Cybersecurity Administration Committee (the “ CAC ”), to operate or to issue securities to foreign investors. However, as of March 31, 2023, pursuant to the Overseas Listing Trial Measures promulgated by the CSRC, we will be required to make filings with the CSRC with respect to any new overseas offering of our securities. Generally, we understand that, for these purposes, the filing requirement would apply in respect of securities that are offered in a public overseas offering, and likely to securities that, having been offered in a private overseas offering, become eligible for resale to the public. The business of our subsidiaries and the VIE until now are not subject to cybersecurity review with the CAC, given that: (i) data processed in our business does not have a bearing on national security and thus may not be classified as core or important data by the authorities; and (ii) we do not possess a large amount of personal information in our business operations. In addition, we are not subject to merger control review by China’s anti-monopoly enforcement agency due to the level of our revenues which provided from us and audited by our auditor and the fact that we currently do not expect to propose or implement any acquisition of control of, or decisive influence over, any company with revenues within China of more than RMB400 million. Currently, these statements and regulatory actions have had no impact on our daily business operations, the ability to accept foreign investments and list our securities on an U.S. or other foreign exchange. However, since these statements and regulatory actions, including the Overseas Listing Trial Measures, are fairly new, it is uncertain what potential impact such modified or new laws and regulations will have on our daily business operation, the ability to accept foreign investments and list our securities on an U.S. or other foreign exchange. To operate, the VIE and Beijing XunLian TianXia Technology Co., Ltd. are required to obtain, and have obtained, a value-added telecommunications business license from PRC authorities. In connection with our previous issuance of securities to foreign investors, under current PRC laws, regulations and regulatory rules, as of the date of this periodic report on Form 10-Q, we, our PRC subsidiaries and the VIE, (i) are not required to obtain permissions from the CSRC except that as of March 31, 2023 we may have to file with the CSRC with respect to a new offering of our securities, (ii) are not required to go through cybersecurity review by the CAC, and (iii) have received or were not denied such requisite permissions by any PRC authority. If we, our subsidiaries or the VIE (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required or (iii) applicable laws, regulations, or interpretations change and we are required to obtain such permissions or approvals in the future, we may be subject to government enforcement actions, investigations, penalties, sanctions and fines imposed by the CSRC, the CAC and relevant departments of the State Council. In severe circumstances, the business of our PRC subsidiary may be ordered to suspend and its business qualifications and licenses may be revoked. Share Exchange Agreement Effective July 13, 2017, the Company entered into that certain Share Exchange Agreement (the “ Share Exchange Agreement ”) by and among the Company, Finger Motion Company Limited (“ FMCL ”) and certain shareholders of FMCL (the “ FMCL Shareholders ”). FMCL, a Hong Kong corporation, was formed on April 6, 2016 and is an information technology company that then specialized in operating and publishing mobile games. Pursuant to 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. On the closing date of the Share Exchange Agreement, the Company issued 12,000,000 shares of common stock to the FMCL shareholders. In addition, the Company issued 600,000 shares to consultants in connection with the transactions contemplated by the Share Exchange Agreement, and 2,562,500 additional shares to accredited investors, which was a concurrent financing but not a condition of closing the Share Exchange Agreement. As a result of the Share Exchange Agreement and the other transactions contemplated thereunder, FMCL became a wholly-owned subsidiary of the Company. At that time, FMCL continued operations as the Company’s video game division. However, in June 2018, the Company decided to pause the operation of the game division as it saw the opportunity in the telecommunication business and have since refocused into this business. 35 This description of the Share Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the terms of the Share Exchange Agreement, which was filed as an exhibit to our Current Report on Form 8-K filed with the SEC on July 20, 2017 and incorporated by reference herein. VIE Agreements On October 16, 2018, the Company, through its indirect wholly-owned WFOE, JiuGe Management, entered into the VIE Agreements pursuant to which JiuGe Technology became our 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. We operate our mobile payment platform business through JiuGe Technology. The VIE Agreements included: ● a consulting services agreement through which JiuGe Management is mainly engaged in data marketing, technical services, technical consulting and business consultancy to JiuGe Technology (the “ JiuGe Technology Consulting Services Agreement ”). This agreement was duly signed among the WFOE and the VIE. Under this agreement, the WFOE will provide the following services to the VIE on an exclusive basis: (i) providing a comprehensive solution for all technical issues required for the VIE’s business; (ii) providing training to the professional technicians of the VIE; (iii) assisting the VIE in collecting technical and commercial information and conducting market surveys; (iv) assisting the VIE in procuring business opportunities to obtain contracts awarded by the telecom carries in China and maintaining the commercial relationship with the telecom carriers; (v) introducing clients to the VIE and assisting the VIE in developing commercial and cooperative relationship with the clients; (vi) providing suggestions and opinions on establishment and improvement of the VIE’s corporate structure, management system and departmental organization; (vii) assisting the VIE in formulating annual business plans, the draft of which shall be made available to WFOE by the VIE prior to the end of November each year; (viii) granting license to the VIE to use WFOE’s intellectual property necessary for the services; and (ix) providing other consulting and technical services at the request of the VIE. The VIE will pay to the WFOE service fees equivalent to the after-tax net profits distributable by the VIE to its shareholder each year, as set forth in the audited financial statements in accordance with the PRC accounting standards, ensuring all the distributable profits of the VIE will be dispatched to the WFOE. The VIE may not assign any of its rights and obligations under the JiuGe Technology Consulting Services Agreement without prior written consent of the WFOE. This agreement ensures that the WFOE and investors will be able to legally obtain the profits of the VIE, and transfer them to the WFOE more conveniently in the form of “service fee”; ● a loan agreement through which JiuGe Management grants loans to Ms. Li Li, as the sole shareholder of JiuGe Technology for the purpose of capital contribution (the “ JiuGe Technology Loan Agreement ”). Under this agreement, JiuGe Management loaned RMB 10,000,000 to Ms. Li Li, as the sole shareholder of the VIE, solely for the purpose of funding the capital contribution of the subscribed capital of the VIE. The loan amount has now been increased to RMB50,000,000. The WFOE has the right to convert the whole or any part of the outstanding principal amount into the equity interests in the VIE and may demand repayment of any or all of the principal amount/ As security for performance and discharge of Ms. Li Li’s obligations under the JiuGe Technology Loan Agreement, Ms. Li Li pledged 100% equity interests in JiuGe Technology, representing the entire registered capital of the VIE, by way of first-ranking security to the WFOE. This agreement could constrain Ms. Li Li to cooperate with WFOE’s instructions and avoid damaging the rights and interests of the WFOE and investors; ● a power of attorney agreement under which the owner of JiuGe Technology has vested their collective voting control over JiuGe Technology to JiuGe Management and will only transfer their equity interests in JiuGe Technology to JiuGe Management or its designee(s) (the “ JiuGe Technology Power of Attorney Agreement ”). The Power of Attorney Agreement was duly issued by Ms. Li Li to the WFOE. Under the JiuGe Technology Power of Attorney Agreement, the WFOE is the exclusive agent who may exercise, at WFOE’s sole discretion, all the rights and powers in respect of all the 100% equity interests held by Ms. Li Li in the VIE on Ms. Li Li’s behalf, including without limitation to propose to convene, attend and vote at the shareholder’s meeting of the VIE. Ms. Li Li cannot assign her rights and obligations under the JiuGe Technology Power of Attorney Agreement without prior written consent of the WFOE and the WFOE will bear its own costs, expenses and fees in connection with performance of the JiuGe Technology Power of Attorney Agreement. This agreement ensures that the WFOE can replace Ms. LI Li in the operation and management of the VIE, and controlling its assets; 36 ● a call option agreement under which the owner of JiuGe Technology has granted to JiuGe Management the irrevocable and unconditional right and option to acquire all of their equity interests in JiuGe Technology or transfer these rights to a third party (the “ JiuGe Technology Call Option Agreement ”). This agreement was duly signed by and among Ms. Li Li, the WFOE and the VIE. Under this agreement, the WFOE has an exclusive, irrevocable and unconditional option to purchase or to designate a third party to purchase 100% equity interests of the VIE at RMB one (1) yuan or the lowest amount of consideration permitted under the laws of PRC at any time, giving the WFOE a sole discretion to exercise such option at any time and in any manner as permitted by the laws of PRC. Pursuant to the JiuGe Technology Call Option Agreement, Ms. Li Li may not, without prior written consent of the WFOE: (i) transfer or dispose of the equity interests in the VIE or the assets of the VIE in any manner; (ii) create any encumbrance of any kind over the equity interests in the VIE, other than the VIE Agreements; and (iii) resolve to or procure the VIE to: (a) change its registered capital; (b) amend its articles of association; (c) change any of its shareholders; (d) appoint, remove or replace its senior management; (e) make or receive investment of any kind or merge or consolidate with any entity; (f) change information filed at the competent authorities in the PRC; (g) make any lending or borrowing or provide security of any kind; (h) pay, make or declare any dividend, charge, fee or other distribution of any kind; (i) incur, create or permit to subsist or have any outstanding financial indebtedness; (j) enter into any agreements that conflict with the JiuGe Technology Call Option Agreement; or (k) do any acts that would adversely impair the VIE’s ability to perform the obligations under the VIE Agreements. Neither Ms. Li Li nor the VIE may assign any of its rights and obligations under the agreement without the prior written consent of WFOE or unilaterally terminate the agreement. This agreement is one of the guarantees for WFOE and investors to ensure that the VIE will not have any potential equity changes that endanger the rights and interests of WFOE and investors; and ● a share pledge agreement under which the owner of JiuGe Technology has pledged all of their rights, titles and interests in JiuGe Technology to JiuGe Management to guarantee JiuGe Technology’s performance of its obligations under the JiuGe Technology Consulting Services Agreement (the “ JiuGe Technology Share Pledge Agreement ”). This agreement was duly signed among Ms. Li Li, the WFOE and the VIE. Under this agreement, all the equity interests of the VIE held by Ms. Li Li were pledged to the WFOE, giving the WFOE a right to exercise the share pledge where Ms. Li Li or the VIE violates the VIE Agreements. This measure under this agreement will result in the equity of the VIE being locked, making it impossible for any third party to legally obtain the equity of the VIE without the prior consent of the WFOE. Our PRC counsel has reviewed these agreements and believes that all the VIE Agreements were duly signed and are not in violation of applicable laws of PRC. We are of the opinion that the VIE Agreements are valid and giving the WFOE a full control over the VIE in respect of the current and effective PRC laws and regulations. However, the VIE Agreements have never been challenged or recognized in court for the time being, and the PRC government may determine that the VIE Agreements are not in compliance with applicable PRC laws, rules and regulations compared with direct ownership, they may be less effective in controlling through the VIE structure. In the first half of 2018, JiuGe Technology established contracts with China Unicom and China Mobile, initiating the provision of mobile data services to businesses and corporations in key provinces/municipalities including Chengdu, Jiangxi, Jiangsu, Chongqing, Shanghai, Zhuhai, Zhejiang, Shaanxi and Inner Mongolia. As with all dynamic markets, the specifics of our operational contracts have naturally evolved over time but our dedication to these provinces is unwavering, and we consistently enhance our service and product offerings to ensure optimal service. Additionally, as we continue to grow, there is the potential for our reach to expand into additional provinces in the PRC. 37 In September 2018, JiuGe Technology launched and commercialized mobile payment and recharge services to businesses for China Unicom. The JiuGe Technology mobile payment and recharge platform enables the seamless delivery of real-time payment and recharge services to third-party channels and businesses. We earn a negotiated rebate amount from each of China Unicom and China Mobile for all monies paid by consumers to China Unicom and China Mobile that we process. To encourage consumers to utilize our portal instead of using our competitors’ platforms or paying China Unicom or China Mobile directly, we offer mobile data and talk time at a rate discounted from these companies’ stated rates, which are also the rates we must pay to them to purchase the mobile data and talk time provided to consumers through the use of our platform. Accordingly, we earn income on the rebates we receive from the telecommunications companies, reduced by the amounts by which we discount the mobile data and talk time sold through our platform. In October 2018, China Unicom and China Mobile awarded JiuGe Technology with contracts that established partnerships for data analysis, that could unlock potential value-added services. This description of the VIE Agreements discussed above does not purport to be complete and are qualified in their entirety by reference to the terms of the VIE Agreements, which were filed as exhibits to our Current Report on Form 8-K filed with the SEC on December 27, 2018 and are incorporated by reference herein. The English translation version of the JiuGe Technology Share Pledge Agreement was filed as Exhibit 10.6 to our Form S-1/A (Amendment No. 1) filed with the SEC on January 5, 2023, and is incorporated by reference herein. Acquisition of Operational Control of Beijing Technology On March 7, 2019, the Company acting through JiuGe Technology acquired operational control of Beijing Technology, a company in the business of providing mass SMS text services to businesses looking to communicate with large numbers of their customers and prospective customers. Through Beijing Technology, the Company entered into the business of mass SMS text message service as a compliment to its mobile payment and recharge business. The mass SMS text message service offers bulk SMS services to end consumers with competitive pricing. Currently, the Company’s SMS integrated platform is processing more than 150 million SMS text messages per month. Beijing Technology retains a license from the Ministry of Industry and Information Technology (“ MIIT ”) to operate SMS and MMS business in the PRC. Similar to the mobile recharge business, Beijing Technology is required to make a deposit or bulk purchase in advance and has secured business customers that will utilize Beijing Technology’s SMS integrated platform to send bulk SMS text messages monthly. Beijing Technology has the capability to manage and track the entire process, including to assist the Company’s clients to fulfil the government guidelines, until the SMS messages have been delivered successfully. China Unicom Cooperation Agreement On July 7, 2019, JiuGe Technology entered into that certain Yunnan Unicom Electronic Sales Platform Construction and Operation Cooperation Agreement (the “ Cooperation Agreement ”) with China United Network Communications Limited Yunnan Branch (“ China Unicom Yunnan ”). Under the Cooperation Agreement, JiuGe Technology is responsible for constructing and operating China Unicom Yunnan’s electronic sales platform through which consumers can purchase various goods and services from China Unicom Yunnan, including mobile telephones, mobile telephone service, broadband data services, terminals, “smart” devices and related financial insurance. The Cooperation Agreement provides that JiuGe Technology is required to construct and operate the platform’s webpage in accordance with China Unicom Yunnan’s specifications and policies, and applicable law, and bear all expenses in connection therewith. As consideration for the services it provides under the Cooperation Agreement, JiuGe Technology receives a percentage of the revenue received from all sales it processes for China Unicom Yunnan on the platform. The Cooperation Agreement expires three years from the date of its signature, subject to a yearly auto-renewal clause, which is currently in an auto-renewal period, but it may be terminated by (i) JiuGe Technology upon three months’ written notice or (ii) by China Unicom Yunnan unilaterally. The Cooperation Agreement contains customary representations from each party regarding such party’s authority to enter into and perform under the Cooperation Agreement, and provides customary events of default, including for various types of failure to perform. Any disputes arising between the parties under the Cooperation Agreement will be adjudicated in Chinese courts. 38 This description of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the terms of the Cooperation Agreement, which was filed as an exhibit to our Current Report on Form 8-K filed with the SEC on November 9, 2019 and is incorporated by reference herein. In January 2022, TengLian (a 99% owned subsidiary of JiuGe Technology) signed a co-operation agreement with China Unicom to launch the Device Protection program for mobile phones and the new 5G phones. Intercorporate Relationships The following is a list of all of our subsidiaries and the corresponding date of jurisdiction of incorporation or organization and the ownership interest of each. All of our subsidiaries are directly or indirectly owned or controlled by us: Name of Entity Place of Incorporation / Formation Ownership Interest Finger Motion Company Limited (1) Hong Kong 100% Finger Motion (CN) Global Limited (2) Samoa 100% Finger Motion (CN) Limited (3) Hong Kong 100% Shanghai JiuGe Business Management Co., Ltd. (4) PRC 100% Shanghai JiuGe Information Technology Co., Ltd. (5) PRC Contractually controlled (5) Beijing XunLian TianXia Technology Co., Ltd. (6) PRC Contractually controlled Finger Motion Financial Group Limited (7) Samoa 100% Finger Motion Financial Company Limited (8) Hong Kong 100% Shanghai TengLian JiuJiu Information Communication Technology Co., Ltd. (9) PRC Contractually controlled Shanghai KeShunXiang Automobile Service Co., Ltd. (10) PRC Contractually controlled Zhejiang ChangXin Communication Equipment Co., Ltd. (11) PRC Contractually controlled Shanghai XiaoYi Bin Tong Technology Co., Ltd. (12) PRC Contractually controlled Notes : (1) Finger Motion Company Limited is a wholly-owned subsidiary of FingerMotion, Inc. (2) Finger Motion (CN) Global Limited is a wholly-owned subsidiary of FingerMotion, Inc. (3) Finger Motion (CN) Limited is a wholly-owned subsidiary of Finger Motion (CN) Global Limited. (4) Shanghai JiuGe Business Management Co., Ltd., sometimes referred to in this Quarterly Report as “the WFOE”, is a wholly-owned subsidiary of Finger Motion (CN) Limited. (5) Shanghai JiuGe Information Technology Co., Ltd., sometimes referred to in this Quarterly Report as “the VIE”, is a variable interest entity that is contractually controlled by Shanghai JiuGe Business Management Co., Ltd. (6) Beijing XunLian TianXia Technology Co., Ltd. is a 99% owned subsidiary of Shanghai JiuGe Information Technology Co., Ltd. (7) Finger Motion Financial Group Limited is a wholly-owned subsidiary of FingerMotion, Inc. (8) Finger Motion Financial Company Limited is a wholly-owned subsidiary of Finger Motion Financial Group Limited. (9) Shanghai TengLian JiuJiu Information Communication Technology Co., Ltd. is a 99% owned subsidiary of Shanghai JiuGe Information Technology Co., Ltd. (10) Shanghai KeShunXiang Automobile Service Co., Ltd. is a 99% owned subsidiary of Shanghai JiuGe Information Technology Co., Ltd. (11) Zhejiang ChangXin Communication Equipment Co., Ltd. is a 70% owned subsidiary of Shanghai KeShunXiang Automobile Service Co., Ltd. (12) Shanghai XiaoYi Bin Tong Technology Co., Ltd. is a 80% owned subsidiary of Shanghai JiuGe Information Technology Co., Ltd. Because we do not directly hold equity interests in the VIE, we are subject to risks and uncertainties of the interpretations and applications of Chinese laws and regulations, including but not limited to, the validity and enforcement of the VIE Agreements among the WFOE, the VIE and the shareholder of the VIE. We are also subject to the risks and uncertainties about any future actions of the Chinese government in this regard that could disallow the VIE structure, which would likely result in a material change in our operations and may cause the value of our Common Shares to depreciate significantly or become worthless. 39 The VIE Agreements may not be as effective as direct ownership in providing operational control. For instance, the VIE and its shareholders could breach their contractual arrangements with us by, among other things, failing to conduct their operations in an acceptable manner or taking other actions that are detrimental to our interests. The shareholder of the VIE may not act in the best interests of our Company or may not perform their obligations under the VIE Agreements. Such risks exist throughout the period in which we intend to operate certain portions of our business through the VIE Agreements with the VIE. In the event that the VIE or its shareholder fail to perform their respective obligations under the VIE Agreements, we may have to incur substantial costs and expend additional resources to enforce such arrangements. In addition, even if legal actions are taken to enforce the VIE Agreements, there is uncertainty as to whether Chinese courts would recognize or enforce judgments of U.S. courts against us or such persons predicated upon the civil liability provisions of the securities laws of the United States or any state. See “Risk Factors—Risks Related to the VIE Agreements”. We rely on the VIE Agreements with the VIE and its shareholder for a significant portion of our business operations. The VIE Agreements may not be as effective as direct ownership in providing operational control. Any failure by the VIE or its shareholder to perform their obligations under such contractual arrangements would have a material and adverse effect on our business. As of the date of this Quarterly Report on Form 10-Q, we and the VIE are not required to seek permissions from the CSRC, the CAC, or any other entity that is required to approve of the operations of the VIE, other than a value-added telecommunications business licence, which has already been obtained. Nevertheless, Chinese regulatory authorities may in the future promulgate laws, regulations or implement rules that require us, our subsidiaries or the VIEs to obtain permissions from such regulatory authorities to approve the operations of the VIE or any securities listing. Overview The Company is a mobile data specialist company incorporated in Delaware, USA, with its head office located at 111 Somerset Road, Level 3, Singapore 238164. As described elsewhere in this Quarterly Report, 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 JiuGe Technology, a VIE based in China. The Company operates the following lines of business: (i) Telecommunications Products and Services; (ii) Value Added Products and Services (iii) Short Message Services (“ SMS ”) and Multimedia Messaging Services (“ MMS ”); (iv) a Rich Communication Services (“ RCS ”) platform; (v) Big Data Insights; and (vi) a Video Games Division (inactive). Telecommunications Products and Services The Company’s current product mix consisting of payment and recharge services, data plans, subscription plans, mobile phones, loyalty points redemption and other products bundles (i.e. mobile protection plans). Chinese mobile phone consumers often utilize third-party e-marketing websites to pay their phone bills. If the consumer connected directly to the telecommunications provider to pay his or her bill, the consumer would miss out on any benefits or marketing discounts that e-marketers provide. Thus, consumers log on to these e-marketer’s websites, click into their respective phone provider’s store, and “top up,” or pay, their telecommunications provider for additional mobile data and talk time. To connect to the respective mobile telecommunications providers, these e-marketers must utilize a portal licensed by the applicable telecommunication company that processes the payment. We have been granted one of these licenses by China United Network Communications Group Co., Ltd. (“ China Unicom ”) and China Mobile Communications Corporation (“ China Mobile ”), each of which is a major telecommunications provider in China. We principally earn revenue by providing mobile payment and recharge services to customers of China Unicom and China Mobile. We conduct our mobile payment business through JiuGe Technology, our VIE. In the first half of 2018, JiuGe Technology secured contracts with China Unicom and China Mobile to distribute mobile data for businesses and corporations in nine provinces/municipalities, namely Chengdu, Jiangxi, Jiangsu, Chongqing, Shanghai, Zhuhai, Zhejiang, Shaanxi, Inner Mongolia, Henan and Fujian. In September 2018, JiuGe Technology launched and commercialized mobile payment and recharge services to businesses for China Unicom. In May 2021, JiuGe Technology signed a volume-based agreement with China Mobile Fujian to offer recharge services to the Fujian province which we have launched and commercialized in November 2021. 40 The JiuGe Technology mobile payment and recharge platform enables the seamless delivery of real-time payment and recharge services to third-party channels and businesses. We earn a rebate from each telecommunications company on the funds paid by consumers to the telecommunications companies we process. To encourage consumers to utilize our portal instead of using our competitors’ platforms or paying China Unicom or China Mobile directly, we offer mobile data and talk time at a rate discounted from these companies’ stated rates, which are also the rates we must pay to them to purchase the mobile data and talk time provided to consumers through the use of our platform. Accordingly, we earn income on the rebates we receive from China Unicom and China Mobile, reduced by the amounts by which we discount the mobile data and talk time sold through our platform. FingerMotion started and commercialized its “Business to Business” (“ B2B ”) model by integrating with various e-commerce platforms to provide its mobile payment and recharge services to subscribers or end consumers. In the first quarter of 2019, FingerMotion expanded its business by commercializing its first “Business to Consumer” (“ B2C ”) model, offering the telecommunication providers’ products and services, including data plans, subscription plans, mobile phones, and loyalty points redemption, directly to subscribers or customers of the e-commerce companies, such as PinDuoDuo.com, TMall.com, and JD.Com. The Company plans to further expand its universal exchange platform by setting up B2C stores on several other major e-commerce platforms in China. In addition, we have been designated as one of China Mobile’s loyalty redemption partners, which allows us to provide such services for their customers via our platform. Additionally, as previously disclosed, on July 7, 2019, JiuGe Technology, our VIE, entered into that certain Cooperation Agreement with China Unicom Yunnan, whereby JiuGe Technology is responsible for constructing and operating China Unicom’s electronic sales platform through which consumers can purchase various goods and services from China Unicom, including mobile telephones, mobile telephone service, broadband data services, terminals, “smart” devices and related financial insurance. The Cooperation Agreement provides that JiuGe Technology is required to construct and operate the platform’s webpage in accordance with China Unicom’s specifications and policies, and applicable law, and bear all expenses in connection therewith. As consideration for the service JiuGe Technology provides under the Cooperation Agreement, it receives a percentage of the revenue received from all sales it processes for China Unicom on the platform. The Cooperation Agreement expires three years from the date of its signature with a yearly auto-renewal clause, which is currently in an auto-renewal period, but it may be terminated by (i) JiuGe Technology upon three months’ written notice or (ii) by China Unicom unilaterally. 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. In February 2021, we increased the mobile phones sales to end users using all of our platforms. This business will continue to contribute to the overall revenue for the group as part of our offering to our customers. During the recent fiscal year, the Company expanded its offering under their telecommunication product and services by increasing their product line revenue streams Value Added Product and Services The Company continues to evaluate and develop value-added 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. 41 SMS and MMS Services On March 7, 2019, the Company, acting through JiuGe Technology, acquired operational control of Beijing XunLian TianXia Technology Co., Ltd. (“ Beijing Technology ”), a company in the business of providing mass SMS text services to businesses looking to communicate with large numbers of their customers and prospective customers. With this acquisition, the Company expanded into a second partnership with the telecom companies by acquiring bulk SMS and MMS bundles at reduced prices and offering bulk SMS services to end consumers with competitive pricing. Beijing Technology retains a license from MIIT to operate the SMS and MMS business in the PRC. Similar to the mobile payment and recharge business, Beijing Technology is required to make a deposit or bulk purchase in advance and has secured business customers, including premium car manufacturers, hotel chains, airlines and e-commerce companies, that utilize Beijing Technology’s SMS integrated platform to send bulk SMS text messages monthly. Beijing Technology has the capability to manage and track the entire process, including guiding the Company’s customer to meet MIIT’s guidelines on messages composed, until the SMS messages have been delivered successfully. ‘ Rich Communication Services In March 2020, the Company began the development of an RCS platform, also known as Messaging as a Platform (“ MaaP ”). This RCS platform will be a proprietary business messaging platform that enables businesses and brands to communicate and service their customers on the 5G infrastructure, delivering a better and more efficient user experience at a lower cost. For example, with the new 5G RCS message service, consumers will have the ability to list available flights by sending a message regarding a holiday and will also be able to book and buy flights by sending messages. This will allow telecommunication providers like China Unicom and China Mobile to retain users on their systems, without having to utilize third party apps or log onto the Internet, which will increase their user retention. We expect this to open up a new marketing channel for the Company’s current and prospective business partners. Currently, the deployment of this RCS platform is under review, with discussion ongoing among government bodies, major service providers, and telecommunication companies. These deliberations aim to assess the potential market impacts and establish the necessary consents before the launch, considering the significant changes the platform may introduce to user interactions with existing services. The discussion seeks to ensure that all stakeholders’ concerns are addressed comprehensively. Once these issues are resolved and the necessary approval is obtained, we anticipate a substantial enhancement in our service offerings and an expansion of our market reach. Big Data Insights In July 2020, the Company launched its proprietary technology platform “Sapientus” as its big data insights arm to deliver data-driven solutions and insights for businesses within the insurance, healthcare, and financial services industries. The Company, acting primarily through its indirect wholly-owned subsidiary, Finger Motion Financial Company Limited (“ FMFCL ”) applies its vast experience in the insurance and financial services industry and capabilities in technology and data analytics to develop revolutionary solutions targeted towards insurance and financial consumers. Integrating diverse publicly available information, insurance and financial based data with technology and finally registering them into the FingerMotion telecommunications and insurance ecosystem, the Company would be able to provide functional insights and facilitate the transformation of key components of the insurance value chain, including driving more effective and efficient underwriting, enabling fraud evaluation and management, empowering channel expansion and market penetration through novel product innovation, and more. The ultimate objective is to promote, enhance, and deliver better value to our partners and customers. The Company’s proprietary risk assessment engine offers standard and customized scoring and appraisal services based on multi-dimensional factors. The Company has the ability to provide potential customers and partners with insights-driven and technology-enabled solutions and applications, including preferred risk selection, precision marketing, product customization, and claims management (e.g., fraud detection). The Company’s mission is to deliver the next generation of data-driven solutions in the financial services, healthcare, and insurance industries resulting in more accurate risk assessments, more efficient processes, and a more delightful user experience. 42 On or around January 25, 2021, FMFCL entered into a services agreement with Pacific Life Re, a global life reinsurer serving the insurance industry with a comprehensive suite of products and services. In December 2021, the Company, acting through JiuGe Technology, formed a collaborative research alliance with Munich Re in extending behavioral analytics to enhance understanding of morbidity and behavioral patterns in the Chinese market, with the goal of creating value for both insurers and the end insurance consumers through better technology, product offerings, and customer experience. As part of its regional initiatives, the Company also entered into an agreement with PT Mach Wireless Teknologi in Indonesia to explore the introduction of an AI-powered insurance risk rating platform. 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 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 FingerMotion’s Advanced Mobile Integrated Command and Communication Platform (the “ C2 Platform ”), saw considerable advancements during the fiscal year ended February 28, 2025. Designed to support mission-critical mobile communications for public safety agencies, emergency response teams, and industrial sectors, the C2 Platform is built on FingerMotion’s telecommunications infrastructure, leveraging 5G connectivity and cloud-based technology to offer real-time data sharing, geospatial mapping, and situational awareness. During the fiscal year ended February 28, 2025, we expanded the deployment of the C2 Platform into pilot regions, establishing partnerships with automotive manufacturers and industrial partners. These partnerships enabled us to showcase the platform's capabilities, including mobile video feeds, real-time GPS tracking, and AI-driven analytics for improving public safety operations. Our C2 Platform is positioned to serve both public sector agencies and private sector enterprises in high-risk areas such as disaster management, fleet operations, and emergency response missions. We expect these deployments to scale up during the fiscal year ending February 28, 2026, with further geographic expansion planned for key markets in China. These developments are expected to drive revenue growth from enterprise sales, government contracts, and strategic partnerships. DaGe Platform The DaGe platform, FingerMotion’s integrated marketplace for automotive products and services, continued its expansion in the fiscal year ended February 28, 2025. The platform offers a range of services, such as vehicle maintenance, repair, tire replacement, and EV charging, catering to the growing EV market. With the increasing adoption of EVs, the demand for EV charging stations and related services has been a significant growth driver for DaGe. During the fiscal year ended February 28, 2025, we expanded our network of service providers, onboarded additional automotive maintenance providers, and onboarded more EV charging stations into the platform. We also enhanced user experience by offering location-based, proximity recommendations, real-time pricing, and seamless transaction processing, all within the mobile app. The increase in user engagement on the DaGe platform resulted in higher transaction volumes, which directly contributed to revenue growth in this segment. Additionally, we leveraged our existing telecommunications infrastructure to expand the platform’s reach, capitalizing on cross-promotion opportunities within our mobile services business. The introduction of loyalty programs and seasonal promotions helped retain users and drive repeat business, thereby further strengthening the platform’s position in the market. As we look ahead, we plan to continue expanding DaGe’s offerings by targeting new markets and forming strategic partnerships with both local and national service providers. 43 Building on the momentum from the previous fiscal year, the DaGe platform continued to evolve during the three months ended May 31, 2025. We focused on strengthening relationships with service providers, enhancing user experience, and selectively expanding coverage across key regions. Ongoing efforts to refine platform functionality and deepen user engagement are aligned with our broader strategy to scale DaGe’s presence in the automotive services and EV ecosystem. We also continued to leverage synergies with our telecommunications business to support user acquisition and platform traffic. Recent Developments 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 maker. 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 rights. 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. 44 Results of Operations Three Months Ended November 30, 2025 Compared to Three Months Ended November 30, 2024 The following table sets forth our results of operations for the periods indicated: For the three months ended November 30, 2025 November 30, 2024 Revenue $ 5,796,441 $ 8,534,079 Cost of revenue $ (5,533,338 ) $ (8,090,509 ) Total operating expenses $ (1,964,867 ) $ (2,057,677 ) Total other income (expenses) $ 20,152 $ (48,548 ) Net loss attributable to the Company’s stockholders $ (1,670,197 ) $ (1,660,801 ) Foreign currency translation adjustment $ 111,644 $ (274,666 ) Comprehensive loss attributable to the Company $ (1,558,551 ) $ (1,935,286 ) Basic Loss Per Share attributable to the Company $ (0.03 ) $ (0.03 ) Diluted Loss Per Share attributable to the Company $ (0.03 ) $ (0.03 ) Revenue The following table sets forth our revenue from its lines of business for the periods indicated: For the three months ended November 30, 2025 November 30, 2024 Change (%) Telecommunication Products & Services $ 5,760,910 $ 8,503,412 -32 % DaGe Platform $ 4,354 $ 30,529 -86 % Command & Communication $ 31,051 $ 138 22401 % Big Data $ 126 $ — 100 % Total Revenue $ 5,796,441 $ 8,534,079 -32 % We recorded $5,796,441 in revenue for the three months 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 and recharge services to customers of telecommunications companies in China. Specifically, we earn a negotiated rebate amount from the telecommunications companies for all monies paid by consumers to those companies that we process. 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 period. 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 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 the quarter. Activity in this segment remained limited during the period. 45 Cost of Revenue The following table sets forth our cost of revenue for the periods indicated: For the three months ended November 30, 2025 November 30, 2024 Telecommunication Products & Services $ 5,495,643 $ 8,031,444 DaGe Platform $ 6,983 $ 58,931 Command & Communication $ 30,712 $ 134 Big Data $ — $ — Total Cost of Revenue $ 5,533,338 $ 8,090,509 We recorded $5,533,338 in costs of revenue for the three months ended November 30, 2025, a decrease of $2,557,171 or 32%, compared to the three months ended November 30, 2024. The decrease 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. Gross profit 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 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. 46 General & Administrative Expenses The following table sets forth our general and administrative expenses for the periods indicated: For the three months ended November 30, 2025 November 30, 2024 Accounting $ 52,151 $ 185,352 Consulting $ 206,599 $ 224,664 Entertainment $ 60,451 $ 86,751 IT $ 15,349 $ 12,048 Rent $ 40,152 $ 33,140 Salaries & Wages $ 611,527 $ 616,996 Technical fee $ 43,443 $ 24,195 Travelling $ 29,555 $ 100,538 Others $ 102,838 $ 283,955 Total G&A Expenses $ 1,162,065 $ 1,567,639 We recorded $1,162,065 in general and administrative expenses for the three months ended November 30, 2025, a decrease of $405,574 or 26%, compared to the three months ended November 30, 2024. The decrease was primarily due to lower expenditures in travel, entertainment, accounting, and other miscellaneous expenses. General 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 our marketing costs for the periods indicated: For the three months ended November 30, 2025 November 30, 2024 Marketing Cost $ 31,122 $ 140,478 We recorded $31,122 in marketing costs for the three months ended November 30, 2025, being a decrease of $109,356 or 78%, compared to the three months ended November 30, 2024. The decrease 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 our research & development for the periods indicated: For the three months ended November 30, 2025 November 30, 2024 Research & Development $ 85,210 $ 146,735 We incurred fees of $85,210 in research & development 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%. 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. 47 Credit Impairment Loss The following table sets forth our credit impairment loss for the periods indicated: For the three months ended November 30, 2025 November 30, 2024 Credit impairment loss $ 343,173 $ — We recorded $343,173 in credit impairment loss for 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 our share compensation expenses for the periods indicated: For the three months ended November 30, 2025 November 30, 2024 Share compensation expenses $ 208,333 $ 179,284 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 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 providers. Operating Expenses We recorded $1,964,867 in operating expenses for the three months ended November 30, 2025, as compared to $2,045,697 in operating expenses for the three months ended November 30, 2024. The 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. 48 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 nine months ended November 30, 2025 November 30, 2024 Revenue $ 22,902,695 $ 25,366,825 Cost of revenue $ (22,448,331 ) $ (23,940,338 ) Total operating expenses $ (5,634,478 ) $ (6,395,869 ) Total other income (expenses) $ (73,783 ) $ (27,676 ) Net loss attributable to the Company’s stockholders $ (5,219,763 ) $ (5,004,934 ) Foreign currency translation adjustment $ 392,998 $ (99,449 ) Comprehensive loss attributable to the Company $ (4,827,305 ) $ (5,103,319 ) Basic Loss Per Share attributable to the Company $ (0.09 ) $ (0.09 ) Diluted Loss Per Share attributable to the Company $ (0.09 ) $ (0.09 ) Revenue 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 Change (%) Telecommunication Products & Services $ 22,712,045 $ 25,302,176 -10 % DaGe Platform $ 22,190 $ 35,781 -38 % Command & Communication $ 140,877 $ 28,868 388 % Big Data $ 27,583 $ — 100 % Total Revenue $ 22,902,695 $ 25,366,825 -10 % 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 and recharge services to customers of telecommunications companies in China. Specifically, we earn a negotiated rebate amount from the telecommunications companies for all monies paid by consumers to those companies that we process. 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. 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 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.. 49 Cost of Revenue 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 $ 22,284,965 $ 23,844,759 DaGe Platform $ 43,097 $ 67,444 Command & Communication $ 120,269 $ 28,135 Big Data $ — $ — Total Cost of Revenue $ 22,448,331 $ 23,940,338 We recorded $22,448,331 in costs of revenue for the 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. Gross profit 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 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. 50 General & Administrative Expenses 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 Accounting $ 199,794 $ 244,609 Consulting $ 1,002,923 $ 1,010,730 Entertainment $ 139,718 $ 214,351 IT $ 51,558 $ 45,799 Rent $ 112,470 $ 100,080 Salaries & Wages $ 1,792,281 $ 1,850,585 Technical fee $ 107,186 $ 119,436 Travelling $ 146,759 $ 263,995 Others $ 507,268 $ 1,147,867 Total G&A Expenses $ 4,059,957 $ 4,997,452 We recorded $4,059,957 in general and administrative 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 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 our marketing costs for the periods indicated: For the nine months ended November 30, 2025 November 30, 2024 Marketing Cost $ 62,064 $ 274,584 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. The decrease 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 our research & development for the periods indicated: For the nine months ended November 30, 2025 November 30, 2024 Research & Development $ 335,402 $ 506,001 We incurred fees of $335,402 in research & development 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. 51 Credit Impairment Loss 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 $ 579,942 $ — We recorded $579,942 in credit impairment loss for 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 our share compensation expenses for the periods indicated: For the nine months ended November 30, 2025 November 30, 2024 Share compensation expenses $ 443,830 $ 582,517 We incurred fees of $443,830 in share issuance for 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 nine months ended November 30, 2025, as compared to $6,395,869 in operating expenses for the nine months ended November 30, 2024. The 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 stockholders 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. 52 Liquidity and Capital Resources The following table sets out our cash and working capital as of November 30, 2025 and February 28, 2025: As at November 30, 2025 As at February 28, 2025 Cash reserves $ 24,214 $ 1,128,135 Working capital $ 7,257,397 $ 6,902,805 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. 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 The following table provides a summary of cash flows for the periods presented: For the nine months ended November 30, 2025 November 30, 2024 Net cash used in operating activities $ (3,634,695 ) $ (4,586,866 ) Net cash used in investing activities $ (20,085 ) $ (1,705 ) Net cash provided by financing activities $ 2,570,778 $ 3,239,306 Effect of exchange rates on cash & cash equivalents $ (19,919 ) $ (3,367 ) 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 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: $10,314); 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: $567,593) Cash Flow used in Investing Activities 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 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 purposes. 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. 53 Off-Balance Sheet Arrangements There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors. 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 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 30, 2025. Critical Accounting Policies For a complete summary of all our significant accounting policies refer to Note 2 - Summary of Principal Accounting Policies of the Notes to the Consolidated Financial Statements as presented under Item 8, Financial Statements and Supplementary Data in our Annual Report on Form 10-K for our fiscal year ended February 28, 2025 filed with the SEC on May 29, 2025. For our Critical Accounting Policies, please refer to the “Critical Accounting Policies” section under Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for our fiscal year ended February 28, 2025 filed with the SEC on May 29, 2025. Recently Issued Accounting Pronouncements The Company does not believe recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the consolidated financial position, statements of operations and cash flows. 54 ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK As a smaller reporting company as defined in Rule 12b-2 under the Exchange Act, the Company is not required to provide the information required by this item.