What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-05-29 compared with 2025-05-29 · 409 added, 428 removed, 784 unchanged (52% of the section changed)

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

FINANCIAL STATEMENTS AND SUPPLEMENTARY

FINGERMOTION, INC.

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Index to the Financial Statements

of Independent Registered Public Accounting Firm (Firm ID 6967 )

Report of Independent Registered Public Accounting Firm (Firm ID 6967 )

Consolidated Balance Sheets at February 28, 2026 and February 28, 2025

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balance sheets of FingerMotion, Inc.

(the Company) as of February 28, 2025 and February 29, 2024, and the related consolidated statements

of operations, Stockholders’ equity, and cash flows for each of the years in the two-year period ended February 28, 2025 and February

29, 2024, and the related notes (collectively referred to as the consolidated financial statements).

In our opinion, the consolidated

financial statements present fairly, in all material respects, the financial position of the Company as of February 28, 2025 and February

29, 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended February 28, 2025 and

February 29, 2024, in conformity with accounting principles generally accepted in the United States of America.

(the Company) as of February 28, 2026 and 2025, and the related consolidated statements of operations,

stockholders’ equity, and cash flows for each of the years in the two-year period ended February 28, 2026, and the related notes

(collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects,

the financial position of the Company as of February 28, 2026 and 2025, and the results of its operations and its cash flows for each

of the years in the two-year period ended February 28, 2026, in conformity with accounting principles generally accepted in the United

States of America.

Substantial Doubt about the Company’s

Ability to continue as a Going Concern

The accompanying consolidated financial statements

have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 3 to the consolidated financial statements,

the Company has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 3.

The consolidated financial statements do not include

any adjustments that might result from the outcome of this uncertainty.

The accompanying financial statements have been

prepared assuming that the Company will continue as a going concern.

As discussed in Note 3 to the financial statements, the Company has

suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern.

plans in regard to these matters are also described in Note 3.

The financial statements do not include any adjustments that might result

from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the

responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial

statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United

States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and

the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are

required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated

financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we

engaged to perform, an audit of its internal control over financial reporting.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding

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Our audits included performing procedures to assess

the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide

a reasonable basis for our opinion.

Emphasis of Matters

The February 29, 2024 consolidated financial statements,

which were audited by another auditor, have been restated (See Note 16).

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters .

Critical audit matters are matters arising from

the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and

that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,

subjective, or complex judgments.

We determined that there were no critical audit matters.

/s/ CT International LLP

We have served as the Company’s auditor

We have served as the Company’s auditor since 2024.

San Francisco, California

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Consolidated Balance Sheets

2024 (Restated)

Current Assets

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Consolidated Statements of Operations

2024 (Restated)

Cost of revenue

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Credit impairment loss

( 1,207,516 )

Stock compensation expenses

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stock options

Balance at March 1, 2024 (As restated)

( 29,074,580 )

Balance at March 1, 2025

Common stock issued for cash

Common stock issued for professional service

Common stock issued for conversion of customer deposit

Additional paid-in capital - stock options

Common stock issued for purchase of software IP

Accumulated other comprehensive income

( 5,112,804 )

( 5,109,342 )

Balance at February 28, 2026

( 34,187,384 )

Paid-in capital

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stock options

Balance at March 1, 2023 (As originally reported)

( 24,691,314 )

Prior Period Adjustments

Balance at March 1, 2024 (As restated)

( 25,263,077 )

Common stock issued for cash

Common stock issued for professional service

Execution of convertible notes

Cashless exercise of warrants

Deemed net-stock exercise of options

Additional paid-in capital - stock options

Accumulated other comprehensive income

( 3,811,503 )

( 3,812,017 )

Balance at February 29, 2024 (As restated)

( 29,074,580 )

Balance at February 28, 2025

The accompanying notes are an integral part of these consolidated financial

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Consolidated Statements of Cash Flows

2024 (Restated)

$ ( 7,041,333 )

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( 6,665,539 )

Gain on disposal of equipment

Changes in operating assets and liabilities

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( 1,365,105 )

( 1,525,857 )

(Increase) decrease in other receivable

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Cash flows from financing activities

Repayment of convertible notes

( 1,135,333 )

Proceed from loan payable

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Common stock issued for cash

Net cash provided by (used in) financing activities

Net cash provided by financing activities

Effect of exchange rates on cash and cash equivalents

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Cash at end of year

Major non-cash transactions:

Execution of convertible note / Conversion of loan payables to shares

Supplemental disclosures of cash flow information:

Interest paid

Supplemental disclosures of non-cash investing and financing activities::

Common stock issued for professional service

Conversion of customer deposit to shares

Common stock issued for purchase of software IP

The accompanying notes are an integral part of these consolidated financial

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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

then offered management and consulting services to residential and commercial real estate property owners who rent or lease their property

to third-party tenants.

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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 then specialized

in operating and publishing mobile games.

Limited (“ FMCL ”), a Hong Kong corporation formed on April 6, 2016, that is an information technology company which

then specialized in operating and publishing mobile games.

Pursuant to the Share Exchange Agreement with

FMCL, effective July 13, 2017 (the “Share Exchange Agreement”), the Company agreed to exchange the outstanding equity stock

of FMCL held by the 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.

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

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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.,

(“ 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

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

customers at discounted rates.

99% of the equity interest of Beijing XunLian (“ BX ”), a subsidiary that provides bulk distribution of SMS messages

for JiuGe customers at discounted rates.

Finger Motion Financial Company Limited was incorporated

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by JiuGe Technology.

Zhejiang ChangXin Communication Equipment Co.,

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

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generally accepted accounting principles (“ U.S.

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.

Note 2 - Summary of Principal Accounting Policies

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

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(“ FASB ”) Accounting Standards Codification (“ ASC ”) Section 810, “Consolidation” (“ ASC

the Company is required to include in its consolidated financial statements, the financial statements of its variable interest entities

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.

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

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Total liabilities

Note 2 - Summary of Principal Accounting Policies (Continued)

Note 2 - Summary of Principal Accounting Policies

Operating Result of VIE

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$ ( 1,785,715 )

$ ( 1,652,259 )

Interest income

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$ ( 1,746,619 )

$ ( 1,191,422 )

Operating Result of VIE Subsidiaries

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Gross profit (loss)

$ ( 4,910,153 )

Amortization and depreciation

General and administrative expenses

( 1,013,540 )

Marketing cost

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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

Singapore dollar and Hong Kong dollar), which are the monetary unit of account of the principal economic environment in which the Company’s

foreign subsidiaries operate.

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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

February 28, 2026

RMB6.8590 to $1.00

February 28, 2025

RMB7.2830 to $1.00

Income statement and cash flows items

For the year ended February 28, 2026

RMB7.1315 to $1.00

For the year ended February 28, 2025

RMB7.2123 to $1.00

Identifiable Intangible Assets

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intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Note 2 - Summary of Principal Accounting Policies

Impairment of Long-Lived Assets

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Accounts Receivable, Net

Accounts receivable are stated at the amount the

Accounts receivable is stated at the amount the

Company expects to collect.

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To date, the Company has not experienced any credit loss relating to its cash and cash equivalents.

For year ended February 28, 2025, the Company

sold about 91 % of its total revenue to three major customers and the amounts due from these companies represent approximately 92 % of the

total accounts receivable at February 28, 2025.

For the years ended February 29, 2024, the Company

sold about 74 % of its total revenue to five major customers and the amounts due from these companies represent approximately 86 % of the

total accounts receivable at February 29, 2024.

For year ended February 28, 2025, the Company

purchased about 93 % of its total purchase from three major suppliers and the amounts due to these companies represent approximately 83 %

of the total accounts payable at February 28, 2025.

For the years ended February 29, 2024, the Company

purchased about 74 % of its total purchase from four major suppliers.

The amounts due to these companies represent approximately 49 % of

the total accounts payable at February 29, 2024.

For the year ended February 28, 2026, two customers

each accounted for more than 10% of the Company’s total revenue, with individual contributions of 57 % and 23 % .

As at February 28,

2026, amounts due from these customers represented approximately 62 % of the Company’s total accounts receivable.

For the year ended February 28, 2025, three customers

each accounted for more than 10% of the Company’s total revenue, with individual contributions of 47 % , 24 % and 20 % .

As at February

28, 2025, amounts due from these customers represented approximately 92 % of the Company’s total accounts receivable.

For the year ended February 28, 2026, two suppliers

each accounted for more than 10% of the Company’s total purchase, with individual contributions of 57 % and 23 % .

As at February 28,

2026, amounts due to these suppliers represented approximately 54 % of the Company’s total accounts payable.

For the year ended February 28, 2025, three suppliers

each accounted for more than 10% of the Company’s total purchase, with individual contributions of 45 % , 25 % and 23 % .

As at February

28, 2025, amounts due to these suppliers represented approximately 83 % of the Company’s total accounts payable.

Note 2 - Summary of Principal Accounting Policies

Operating and finance lease right-of-use assets

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extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

Note 2 - Summary of Principal Accounting Policies

Cash and Cash Equivalents

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and are readily convertible to known amounts of cash.

Property and Equipment

Property and equipment are stated at cost.

of property and equipment is provided using the straight-line method for financial reporting purposes at rates based on the estimated

useful lives of the assets.

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.

Land is classified as held for sale when management has the ability and intent

to sell, in accordance with ASC Topic 360-45.

Earnings Per Share

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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 in accordance with

ASC 606, Revenue from Contracts with Customers, when control of promised goods or services is transferred to customers in an amount that

reflects the consideration the Company expects to receive in exchange for those goods or services.

It generates revenue primarily from

telecommunications mobile recharge and top-up services, data plans, subscription plan, mobile devices and related services provided to

consumer and enterprise customers.

Telecommunication Services

The Company provides mobile recharge and top-up

services, data plans, subscription plans, and other related telecommunication services to third-party businesses and online marketplaces

through its digital platform.

Revenue is recognized when the related services are delivered, activated, or otherwise made available to

the customer, which is the point at which control of the promised services is transferred to the customer in accordance with the terms

of the underlying arrangements.

Telecommunication Products

Telecommunication products revenue primarily relates

to sales of mobile devices.

Telecommunication products are generally considered separate performance obligations because customers can

benefit from the devices independently.

Revenue associated with mobile devices sales is recognized at a point in time when control transfers

to the customer, generally upon picked up by the customer.

Other Segments

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:

online-to-offline integration services (DaGe platform), communication and coordination solutions, and data and analytics services to its

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;

(2) the service has been provided to the customer or the equipment has been accepted by the customer;

(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.

We account for our multi-element arrangements in

data and analytics services, such as instances where we design a custom website and separately offer other services, which are recognized

over the period for when services are performed.

Note 2 - Summary of Principal Accounting Policies

Cost of Revenue

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and components purchased for research and development.

During the year ended February 28, 2026, the Company also commenced product development

efforts under a new strategic collaboration to integrate its Mobile Integrated Command and Communication Platform into emergency response

Selling, General and Administrative

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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.

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.

Note 2 - Summary of Principal Accounting Policies

(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

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 two of our subsidiaries 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.

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.

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.

Note 2 - Summary of Principal Accounting Policies

Recently Issued Accounting Pronouncements

(i) Recently adopted accounting pronouncements

In November 2023, the FASB issued ASU No.

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

In December 2023, the FASB issued Accounting Standards

Update (ASU) 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which enhances the transparency and decision usefulness

of income tax disclosures.

The amendments address more transparency about income tax information through improvements to income tax disclosures

primarily related to the rate reconciliation and income taxes paid information.

The ASU also includes certain other amendments to improve

the effectiveness of income tax disclosures.

The amendments in this ASU are effective for public business entities for annual periods

beginning after December 15, 2024 on a prospective basis through retrospective application is permitted.

Early adoption is permitted.

The Company adopted ASU 2023-09 for the year beginning on March 1, 2025 on a retrospective basis and the adoption does not have a material

impact on its disclosures.

(ii) Recently issued accounting pronouncements not yet adopted

In December 2023, the FASB issued ASU No.

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 Company is currently evaluating the impact of this accounting standard update on its consolidated financial

statements and related disclosures.

In November 2024, the FASB issued ASU No.

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of this accounting standard update on its consolidated financial statements and related disclosures.

In January 2025, the FASB issued ASU 2025-01,

“Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures.” The amendment in ASU

2025-01 amends the effective date of ASC 2024-03 to clarify that all public business entities are required to adopt the guidance in annual

reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15,

Early adoption is permitted.

The Company is currently evaluating the impact of this accounting standard update on its consolidated financial

statements and related disclosures.

In July 2025, the FASB issued ASU 2025-05, Financial

Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets (ASU 2025-05), which

amends guidance on the measurement of credit losses for accounts receivable and contract assets.

ASU 2025-05 is effective for annual reporting

periods beginning after December 15, 2025, and interim periods within those annual periods.

Early adoption is permitted.

is currently evaluating the impact of this accounting standard update on its consolidated financial statements and related disclosures.

In December 2025, the Financial Accounting Standards

Board (“ FASB ”) issued Accounting Standards Update (“ ASU ”) 2025-11, Interim Reporting (Topic 270):

Improvements to Interim Disclosure Requirements.

The standard clarifies disclosure requirements for interim financial statements and is

effective for interim periods beginning after December 15, 2026.

Early adoption is permitted.

The Company is currently evaluating the

impact of this accounting standard update on its consolidated financial statements and related disclosures.

Note 3 - Going Concern

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Telecommunication Products & Services

DaGe Platform

Command & Communication

Marketplace Platform & Digital Commerce Infrastructure Solutions

Advanced Technology & Platform Solutions

Data & Analytics Platform Solutions

Note 5 – Equipment

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February 28, 2025

Mobile applications

Mobile applications / Software

accumulated amortization

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allowance for credit losses

( 1,702,821 )

The Company normally allows credit terms to customers

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Overdue accounts receivable are

reviewed regularly by the Board of Directors.

reviewed regularly by the Management.

Activities related to allowance for credit losses are presented below.

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At beginning of year

Provision for the year

At end of year

Note 9 – Other Receivables

At February 28, 2026 and February 28, 2025, the

company has the following amounts related to other receivables:

Schedule of other receivables

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Other receivables

Note 10 – Right-of-use Asset and Lease

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 are one to two years.

These operating leases are included in “Right-of-use

Asset” on the Company’s 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 are included in “Lease liability” on the Company’s

Consolidated Balance Sheet.

Additionally, the Company has entered into various short-term operating leases with an initial term of twelve

months or less.

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 Consolidated balance sheet.

All operating lease expense is recognized

on a straight-line basis over the lease term in the year ended February 28, 2025.

All operating

lease expense is recognized on a straight-line basis over the lease term in the year ended February 28, 2026.

Information related to the Company’s right-of-use

19 unchanged sentences

the year ended February 28, 2026:

Cash paid for amounts included in the

measurement of lease liabilities:

Operating cash flows from

leases $ 124,400

Schedule of cash flow information related to leases

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from leases

Note 11 - Common Stock

On March 3, 2025, the Company issued 27,500 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

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 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

On December 20, 2024,

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 its common stock (the “ Offering ”) at a

combined purchase price of $1.50 per share and one and one-half Common Warrants.

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.

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

From December 12, 2025 to December 23, 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.

As of February 28, 2026, and February 28, 2025,

8 unchanged sentences

Balance, February 28, 2025

Issued in Connection with December 2024 Offering

Adjustment to Exercise Price

Balance, February 28, 2026

September 19, 2024, 350,000 stock purchase warrants having an exercise price of $ 5.00 per share expired.

October 1, 2024, 125,000 stock purchase warrants having an exercise price of $ 5.00 per share expired.

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 its common stock (the “ Offering ”) at a combined

purchase price of $1.50 per share and one and one-half Common Warrants.

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 compensation

to the Placement Agent, the Company paid the Placement Agent a cash fee of 7.0% of the aggregate gross proceeds raised in the Offering

and 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

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

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

November 4, 2025, 28,312 stock purchase warrants having an exercise price of $ 8.22 per share expired.

On November 5, 2025, the Company issued 300,000

common stock purchase warrants (the “ Warrants ”) to a consultant pursuant to a consulting services agreement.

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.

Stock Purchase Warrants (continued)

A summary of stock purchase warrants outstanding

4 unchanged sentences

Exercise Price

November 4, 2025

November 21, 2025

December 23, 2029

April 20, 2027

April 27, 2027

Stock Options

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.

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.

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

persons and upon the exemption from registration under Section 4(a)(2) of the U.S.

Securities Act for two individuals who are

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.

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.

upon the exemption from registration under Section 4(a)(2) of the U.S.

Securities Act for two individuals who are U.S.

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 stockholder 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

The strike price adjustment did not affect

the fair value.

The fair value of these

33 unchanged sentences

Stock Options (continued)

The table below sets forth the number of issued

shares and cash received upon exercise of stock options:

Schedule of number of issued shares and cash received upon exercise of stock options

February 28, 2025

February 29, 2024

Number of Options Exercised on Forfeiture Basis

Number of Options Exercised on Cash Basis

Total Number of Options Exercised

Number of Shares Issued on Cash Exercise

Number of Shares Issued on Forfeiture Basis

Total Number of Shares Issued Upon Exercise of Options

Cash Received from Exercise of Stock Options

Total Intrinsic Value of Options Exercised

A continuity schedule

59 unchanged sentences

JiuGe Management, Beijing XunLian, Shanghai TengLian

JiuJiu and Shanghai KeShunXiang were incorporated in the People’s Republic of China and subject to PRC income tax at 25 % .

Technology was incorporated in the People’s Republic of China and subject to PRC income tax at 15 % as high-tech enterprise.

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

7 unchanged sentences

statutory tax rate

Foreign income not registered in the U.S.

PRC profit tax rate

2 unchanged sentences

Note 13 – Income Taxes (continued)

At February 28, 2025 and February 29, 2024, the

valuation allowance was $ 3,188,969 .

Schedule of income tax expenses

26 unchanged sentences

it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The significant components of the

Company’s deferred tax account balances are as follows:

At February 28, 2026 and February

28, 2025, the valuation allowances were $ 4,389,425 and $ 3,188,969 , respectively.

The significant components of the Company’s

deferred tax account balances are as follows:

Schedule of deferred tax assets

7 unchanged sentences

Valuation allowance

( 4,389,425 )

( 3,188,969 )

Total deferred tax assets, net of valuation allowance

4 unchanged sentences

Note 14 - Commitments and Contingencies

Legal proceedings

The Company is not aware of any material outstanding

claim and litigation against it.

From time to time, the Company may be involved

in or referenced in legal matters arising in the ordinary course of business.

The Company is not aware of any material outstanding claim

or litigation against it

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.

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

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.

Yow Ming (the “ Lender ”) whereby the Lender agreed to advance a short-term loan facility of SGD$1,500,000 (the “ Loan ”)

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.

7 unchanged sentences

based on a 365-day year, and is payable on a monthly basis on or before the last day of each successive month.

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

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

On February 14, 2025, the Company repaid 2 short-term loans of SGD$370,000

and SGD$250,000.

Note 16 - Restatement of Previously Issued Financial Statements

The accumulated deficit as of February 28, 2023,

Consolidated Balance Sheet as of February 29, 2024, and the related Consolidated Statements of Operations, Stockholders’ Equity

and Cash Flows for the fiscal year ended February 29, 2024, have been restated for errors made with regard to revenue and stock options

further described below.

In accordance with ASC 250 – Accounting Changes and Error Corrections and Staff Accounting Bulletins

99 – Materiality and No.

108 – Considering the Effects of Prior Year Misstatements when Quantifying Misstatements

in Current Year Financial Statements , the Company has evaluated the materiality of the error and determined that the impacts were

not material, individually or in the aggregate, to the Company’s previously issued consolidated financial statements for any of

the prior quarters or annual periods in which they occurred.

The following is a description of the areas in which the errors were

identified and for which we made correcting adjustments to our Consolidated Financial Statements.

(1) Revenue - Upon further review of the classification and timing of certain customer payments, we refined

our revenue recognition approach to better align with the performance obligations specified in the underlying contracts.

These refinements

included reclassifying certain amounts as prepayments and addressing instances of over-recognition of revenue, where revenue was previously

recognized ahead of the fulfillment of related performance obligations.

The adjustments ensure that revenue is recognized in a manner

that more accurately reflects the timing and substance of service delivery.

(2) Stock options - As part of our review of stock-based compensation, we refined certain assumptions used

in the valuation and accounting treatment of stock option grants.

These refinements resulted in adjustments to better reflect the expense

recognition in accordance with applicable accounting standards and ensure consistency with our current methodology.

Note 16 - Restatement of Previously Issued Financial Statements

The following table presents the effect or restatements of the Company’s

previously issued consolidated balance sheet:

Schedule of consolidated balance sheet

As of February 29, 2024

As Previously Reported

Account receivable, net

Accumulated Deficit

( 28,448,833 )

( 29,074,580 )

Accumulated Other Comprehensive Income

Additional Paid-in Capital – Stock Options

The following table presents the effect of the restatements and reclassification

on the Company’s previously issued and reported consolidated statement of operations:

Schedule of consolidated statement of operations

As of February 29, 2024

As Previously Reported

Net profit attributable to the non-controlling interest

Net loss attributable to the Company’s shareholders

( 3,757,519 )

( 3,811,503 )

Foreign currency translation adjustments

Comprehensive loss

( 4,148,189 )

( 4,186,822 )

comprehensive income (loss) attributable to non-controlling interest

Comprehensive loss attributable to the Company

( 4,148,449 )

( 4,187,272 )

The following table presents the effect or restatements of the Company’s

previously issued and reported Consolidated Statement of Stockholders’ Equity:

Schedule of stockholders’ equity

Capital paid in excess of par value

APIC - Stock Options

Accumulated Deficit

Accumulated OCI

Stockholder’s Equity

Balance at February 29, 2024, as previously stated

( 28,448,833 )

Prior period adjustment

Effect of reclassification to net loss

Correction of stock incentive plan recognition

Balance at February 29, 2024, as restated

( 29,074,580 )

The following table presents the effect of the restatements of the

Company’s previously issued consolidated statement of cash flows:

Schedule of consolidated statement of cash flows

As of February 29, 2024

As Previously Reported

Share based compensation expenses

(Increase) decrease in accounts receivable

( 7,855,567 )

( 7,919,533 )

(Increase) decrease in prepayment and deposit

( 1,507,836 )

( 1,525,857 )

(Increase) decrease in other receivable

( 1,444,834 )

Increase (decrease) in accounts payable

Increase (decrease) in accrual and other payables

Increase (decrease) in due to lease liability

Net Cash Used in Operating Activities

( 8,203,947 )

( 7,327,320 )

Effect of exchange rates on cash and cash equivalents

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.

On December 9, 2025, the Company’s wholly

owned subsidiary, Finger Motion Company Limited (the “ Borrower ”) entered into a loan agreement with Dr.

Liew Yow Ming

(the “ Lender ”) for a short-term loan facility of SGD$ 150,000 for working capital purposes.

The loan bears interest

at 12 % per annum, payable monthly, and matures six (6) months from the drawdown date unless otherwise extended by the Lender.

On December 24, 2025, the Company’s wholly

owned subsidiary, Finger Motion Company Limited (the “ Borrower ”) entered into a separate loan agreement with Dr.

Yow Ming (the “ Lender ”) for a short-term loan facility of SGD$ 100,000 for working capital purposes.

The loan bears

interest at 12 % per annum, payable monthly, and matures five (5) years from the drawdown date unless otherwise extended by the Lender.

Note 16 – Related Party Transactions

In the ordinary course of business, the Company

engages in transactions with its principal stockholders, affiliates, and executive officers.

These transactions are carried out on terms

comparable to those that would be obtained in arm-length dealings with unrelated third parties.

During the year ended February 28, 2026,

the Company entered into a consulting service agreement with Mr.

Choe Yang Yeat, a related party of the Company, for consulting and advisory

services provided to the Company.

The arrangement was entered into in the ordinary course of business and on terms that management considered

commercially reasonable.

During the years ended February 28, 2026 and 2025, the Company engaged

in the following transactions with ZhongXin Marine (Zhoushan) Satellite Communications Equipment Co., Ltd., its affiliate:

Schedule of related party transactions

February 28, 2026

February 28, 2025

Related party transaction

Purchases of two satellite portable stations

The following balances were outstanding at the end of the reporting

Schedule of balances were outstanding

February 28, 2026

February 28, 2025

Related party payable

ZhongXin Marine (Zhoushan) Satellite Communications Equipment Co., Ltd.

Note 17 – Subsequent Events

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 28, 2025, the Company issued an

aggregate of 940,000 shares of its common stock at a price of $ 2.50

per share to eight individuals due to the closing of a private placement

for aggregate gross proceeds of $ 2,350,000 .

On March 4, 2026, Finger Motion Company Limited,

a wholly owned subsidiary of the Company, entered into a further extension agreement with the existing lender in respect of the remaining

outstanding balance of SGD$ 500,000 under the loan agreement dated July 18, 2024 , extending

the repayment date from March 4, 2026 to September 4, 2026.

The loan had previously been extended on September 4, 2025, when the repayment

date was extended from September 4, 2025 to March 4, 2026 and the interest rate was revised to 24.5 % per annum.

All other material terms

remained unchanged.

On May 13, 2026, the Company entered into a securities

purchase agreement with an institutional investor and issued a senior secured convertible note (the “ Note ”) with an

original principal amount of $ 5,000,000 and an original issue discount of $ 700,000 .

The Note is convertible into shares of the Company’s

common stock at an initial fixed conversion price of $ 0.94 per share, subject to adjustment as set forth in the Note.

In connection with the issuance of the Note, pursuant

to the adjustment provisions to the exercise price contained within the common stock purchase warrants (the “Common Warrants”)

and the placement agent warrant (the “Placement Agent Warrant”) issued in the registered direct offering that closed on December

23, 2024, the number of warrants remaining under the Common Warrants has been increased by 2,293,771 and the number of warrants remaining

under the Placement Agent Warrant have increased by 74,666, with the remaining number of warrants thereunder entitling the holders of

the Common Warrants and the Placement Agent to purchase an aggregate of 6,344,031 shares of common stock at a price of $0.94 per share.

Except for the above, the Company has determined

2 unchanged sentences

ON ACCOUNTING AND FINANCIAL DISCLOSURE

On September 10, 2024, our Board of Directors

as well as our Audit Committee approved and authorized the termination of Centurion ZD CPA & Co.

(“Centurion”), as our

independent registered public accounting firm.

On the same date, our Board of Directors as well as our Audit Committee approved and authorized

the engagement of the accounting firm of CT International LLP (“CT International”), as our new independent registered public

accounting firm.

Centurion’s report on our financial statements

dated May 29, 2024, for the two most recent fiscal years ended February 29, 2024 and February 28, 2023, did not contain an adverse opinion

or disclaimer of opinion, or qualification or modification as to uncertainty, audit scope, or accounting principles.

In connection with the audit of our financial

statements for the two most recent fiscal years ended February 29, 2024 and February 28, 2023, and in the subsequent interim period through

the effective date of termination of Centurion on September 10, 2024, there were no disagreements, resolved or not, with Centurion on

any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements,

if not resolved to the satisfaction of Centurion, would have caused Centurion to make reference to the subject matter of the disagreements

in connection with its report on the financial statements for such years.

During our two most recent fiscal years ended

February 29, 2024 and February 28, 2023 and in the subsequent interim period through the effective date of termination of Centurion on

September 10, 2024, there were no reportable events as described in Item 304(a)(1)(v) of Regulation S-K.

During the two most recent fiscal years ended

February 29, 2024 and February 28, 2023 and the subsequent interim period through the effective date of appointment of CT International

on September 10, 2024, we had not, nor had any person on our behalf, consulted with CT International regarding either the application

of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered

on our financial statements, nor had CT International provided to us a written report or oral advice regarding such principles or audit

opinion on any matter that was the subject of a disagreement as set forth in Item 304(a)(1)(iv) of Regulation S-K or a reportable event

as set forth in Item 304(a)(1)(v) of Regulation S-K with our former independent registered public accounting firm.

We did not have any disagreements on accounting

and financial disclosures with our present accounting firm during the reporting period.

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data