What changed in this filing

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Item 1. Financial Statements

2026-07-15 compared with 2026-01-14 · 450 added, 439 removed, 754 unchanged (54% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the nine months ended November 30, 2025

For the three months ended May 31, 2026

(Unaudited - Expressed in U.S.

12 unchanged sentences

Total Non-current Assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES AND STOCKHOLDER’S DEFICIT

Current Liabilities

2 unchanged sentences

Loan payable, current portion

Convertible note payable, current portion

Lease liability, current portion

1 unchanged sentence

Non-current Liabilities

Lease liability, non-current portion

Deferred tax liabilities

7 unchanged sentences

Authorized 200,000,000 shares;

issued and outstanding 61,217,225 shares and 57,141,186 issued and outstanding at November 30, 2025 and February 28, 2025 respectively

issued and outstanding 61,281,308 shares and 61,281,308 issued and outstanding at May 31, 2026 and February 28, 2026 respectively

Additional paid-in capital

13 unchanged sentences

Three Months Ended

Nine Months Ended

Cost of revenue

( 8,306,222 )

( 8,090,509 )

( 22,448,331 )

( 23,940,338 )

Amortization & depreciation

2 unchanged sentences

( 1,510,426 )

( 4,059,957 )

( 4,997,452 )

Marketing cost

5 unchanged sentences

( 2,141,451 )

( 5,634,478 )

( 6,395,869 )

Net loss from operations

1 unchanged sentence

( 1,988,930 )

( 5,180,114 )

( 4,969,382 )

Other income (expense):

1 unchanged sentence

Interest expense

Exchange gain (loss)

Exchange rate gain (loss)

Total other income (expense)

2 unchanged sentences

$ ( 2,022,761 )

$ ( 5,253,897 )

$ ( 4,997,058 )

Income tax expenses

1 unchanged sentence

$ ( 2,022,761 )

$ ( 5,253,897 )

$ ( 5,009,095 )

Net loss attributable to the non-controlling interest

2 unchanged sentences

$ ( 2,008,556 )

$ ( 5,219,763 )

$ ( 5,004,934 )

Other comprehensive income:

3 unchanged sentences

$ ( 1,856,247 )

$ ( 4,826,765 )

$ ( 5,104,383 )

Comprehensive loss attributable to non-controlling interest

Comprehensive income (loss) attributable to non-controlling interest

Comprehensive loss attributable to the Company

1 unchanged sentence

$ ( 1,856,789 )

$ ( 4,827,305 )

$ ( 5,103,319 )

NET LOSS PER SHARE

17 unchanged sentences

( 41,185,154 )

Common stock issued for cash

Common stock issued for professional service

Common stock issued for conversion of customer deposit

Accumulated other comprehensive income

4 unchanged sentences

( 43,185,481 )

Additional paid-in capital – stock options

Accumulated other comprehensive income

( 1,541,010 )

( 1,549,524 )

Balance at August 31, 2025

( 37,736,950 )

Common stock issued for cash

Common stock issued for professional service

Common stock issued for purchase of software IP

Accumulated other comprehensive income

( 1,670,197 )

( 1,681,612 )

Balance at November 30, 2025

( 39,407,147 )

Paid-in capital

3 unchanged sentences

stock options

Balance at March 1, 2024 (As restated)

( 29,074,580 )

Common stock issued for professional service

Accumulated other comprehensive income

( 1,655,904 )

( 1,655,832 )

Balance at May 31, 2024 (As restated)

( 30,730,484 )

Additional paid-in capital – stock options

Accumulated other comprehensive income

( 1,688,229 )

( 1,690,551 )

Balance at August 31, 2024 (As restated)

Balance at March 1, 2025

( 34,187,384 )

Common stock issued for cash

Common stock issued for professional service

Common stock issued for conversion of customer deposit

Accumulated other comprehensive income

2 unchanged sentences

( 2,022,761 )

Balance at November 30, 2024 (As restated)

Balance at May 31, 2025

( 36,195,940 )

3 unchanged sentences

Unaudited Condensed Consolidated Statements of Cash Flows

Nine Months Ended

Three Months Ended

$ ( 2,009,784 )

4 unchanged sentences

Provision for expected credit losses

Amortization of debt discount

Gain on disposal of equipment

2 unchanged sentences

( 6,005,779 )

( 17,296,795 )

(Increase) decrease in prepayment and deposit

3 unchanged sentences

Increase (decrease) in accrual and other payables

( 1,251,456 )

Increase (decrease) due to lease liability

6 unchanged sentences

Cash flows from financing activities

Repayment of loan payable

Proceed from loan payable

Proceeds from convertible promissory note

Proceeds from issuance of common stock

2 unchanged sentences

Net change in cash

( 1,103,921 )

( 1,352,632 )

Cash at beginning of period

5 unchanged sentences

Conversion of customer deposit to shares

Common stock issued for purchase of software IP

The accompanying notes are an integral part of these unaudited condensed

1 unchanged sentence

FINGERMOTION, INC.

Nine months ended November 30, 2025 and 2024

Three months ended May 31, 2026 and 2025

Notes to the Unaudited Condensed Consolidated Financial

1 unchanged sentence

FingerMotion, Inc.

fka Property Management Corporation

aka Property Management Corporation

of America (the “ Company ”) was incorporated on January 23, 2014, under the laws of the State of Delaware.

The Company then

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

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

to third-party tenants.

2 unchanged sentences

In July 2017 the Company acquired all of the outstanding shares of Finger Motion Company

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

in operating and publishing mobile games.

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.

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

13 unchanged sentences

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 Technology

customers at discounted rates.

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

10 unchanged sentences

FINGERMOTION, INC.

Nine months ended November 30, 2025 and 2024

Three months ended May 31, 2026 and 2025

Notes to the Unaudited Condensed Consolidated Financial

14 unchanged sentences

Principles of Consolidation and Presentation

The condensed consolidated financial statements have

been prepared in accordance with U.S.

The consolidated financial statements have been prepared

in accordance with U.S.

generally accepted accounting principles (“ U.S.

5 unchanged sentences

Pursuant to Financial Accounting Standards Board (“ FASB ”)

Accounting Standards Codification (“ASC”) Section 810, “Consolidation” (“ASC 810”), the Company is

required to include in its consolidated financial statements, the financial statements of its variable interest entities (“VIEs”).

ASC 810 requires a VIE to be consolidated if that company is subject to a majority of the risk of loss for the VIE or is entitled to receive

a majority of the VIE’s residual returns.

VIEs are those entities in which a company, through contractual arrangements, bears the

risk of, and enjoys the rewards normally associated with ownership of the entity, and therefore the company is the primary beneficiary

of the entity.

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

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

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

15 unchanged sentences

The creditors of JiuGe Technology do not have recourse to the Company’s general credit.

The following assets and liabilities and of the VIE

and VIE’s subsidiaries are included in the accompanying condensed consolidated financial statements of the Company as of November

30, 2025 and February 28, 2025:

FINGERMOTION, INC.

Nine months ended November 30, 2025 and 2024

Three months ended May 31, 2026 and 2025

Notes to the Unaudited Condensed Consolidated Financial

Note 2 - Summary of Principal Accounting Policies

The following assets and liabilities and of the VIE

and VIE’s subsidiaries are included in the accompanying condensed consolidated financial statements of the Company as of May 31,

2026 and February 28, 2026:

Assets and liabilities of the VIE

Schedule of variable interest entity

November 30, 2025

February 28, 2026

5 unchanged sentences

Assets and liabilities of the VIE’s Subsidiaries

November 30, 2025

February 28, 2026

5 unchanged sentences

Operating Result of VIE

For the Nine Months Ended

November 30, 2025

For the Nine Months Ended

November 30, 2024

For the Three Months Ended

Cost of revenue

( 1,314,990 )

( 3,613,533 )

Amortization and depreciation

General and administrative expenses

( 1,217,379 )

( 1,559,299 )

Marketing cost

Research & development

7 unchanged sentences

Interest income

Interest expense

Total other income

Net profit (loss)

$ ( 155,820 )

1 unchanged sentence

FINGERMOTION, INC.

Nine months ended November 30, 2025 and 2024

Three months ended May 31, 2026 and 2025

Notes to the Unaudited Condensed Consolidated Financial

1 unchanged sentence

Operating Result of VIE’s Subsidiaries

For the Nine Months Ended

November 30, 2025

For the Nine Months Ended

November 30, 2024

For the Three Months Ended

Cost of revenue

( 7,344,151 )

( 20,326,805 )

Amortization and depreciation

11 unchanged sentences

Total other income

Net profit (loss)

$ ( 723,703 )

15 unchanged sentences

FINGERMOTION, INC.

Nine months ended November 30, 2025 and 2024

Three months ended May 31, 2026 and 2025

Notes to the Unaudited Condensed Consolidated Financial

19 unchanged sentences

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

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.

4 unchanged sentences

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:

Translation of amounts from RMB into USD has been

made at the following exchange rates for the respective periods:

Schedule of foreign currency translation and transactions

Balance sheet items, except for equity accounts

November 30, 2025

RMB6.7667 to $1.00

2 unchanged sentences

Income statement and cash flows items

For the nine months ended November 30, 2025

For the three months ended May 31, 2026

RMB6.8453 to $1.00

For the nine months ended November 30, 2024

For the three months ended May 31, 2025

RMB7.2541 to $1.00

5 unchanged sentences

FINGERMOTION, INC.

Nine months ended November 30, 2025 and 2024

Three months ended May 31, 2026 and 2025

Notes to the Unaudited Condensed Consolidated Financial

39 unchanged sentences

Refer to Note 8 for allowances for credit losses recognized in profit or loss by

the Company during the nine months ended November 30, 2025 and for the year ended February 28, 2025.

the Company during the three months ended May 31, 2026 and for the year ended February 28, 2026.

FINGERMOTION, INC.

Nine months ended November 30, 2025 and 2024

Three months ended May 31, 2026 and 2025

Notes to the Unaudited Condensed Consolidated Financial

5 unchanged sentences

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

For the nine months ended November 30, 2025, two

customers each accounted for more than 10% of the Company’s total revenue, with individual contributions of 59 % and 24 % .

November 30, 2025, amounts due from these customers represented approximately 80 % of the Company’s total accounts

For the nine months ended November 30, 2024, three customers each accounted for more than 10% of the Company’s

total revenue, with individual contributions of 36 % , 30 % and 25 % .

As at November 30, 2024, amounts due from these customers represented

approximately 89 % of the Company’s total accounts receivable.

For the nine months ended November 30, 2025, two

suppliers each accounted for more than 10% of the Company’s total purchase, with individual contributions of 59 %

As at November 30, 2025, amounts due to these suppliers represented approximately 51 %

of the Company’s total accounts payable.

For the nine months ended November 30, 2024,

three suppliers each accounted for more than 10% of the Company’s total purchase, with individual contributions of 34 % , 32 %

As at November 30, 2025, amounts due to these suppliers represented approximately 43 %

of the Company’s total accounts payable.

For the three months ended May 31, 2026, four customers

each accounted for more than 10% of the Company’s total revenue, with individual contributions of 29 %

As at May 31, 2026, amounts due from these customers were nil.

For the three months ended May 31, 2025, three customers

each accounted for more than 10% of the Company’s total revenue, with individual contributions of 74 % , 11 % and 10 % .

As at May 31,

2025, amounts due from these customers represented approximately 37 % of the Company’s total accounts receivable.

For the three months ended May 31, 2026, two suppliers

each accounted for more than 10% of the Company’s total purchase, with individual contributions of 70 % and 11 % .

As at May 31, 2026,

amounts due to these suppliers represented approximately 1 % of the Company’s total accounts payable.

For the three months ended May 31, 2025, three suppliers

each accounted for more than 10% of the Company’s total purchase, with individual contributions of 75 % , 11 % and 10 % .

As at May 31,

2025, amounts due to these suppliers represented approximately 77 % of the Company’s total accounts payable.

Operating and finance lease right-of-use assets and

22 unchanged sentences

FINGERMOTION, INC.

Nine months ended November 30, 2025 and 2024

Three months ended May 31, 2026 and 2025

Notes to the Unaudited Condensed Consolidated Financial

14 unchanged sentences

Revenue Recognition

The Company adopted ASC 606, Revenue from Contracts

with Customers (“ASC 606”) beginning on January 1, 2018 using the modified retrospective approach.

ASC 606 establishes principles

for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts

to provide goods or services to customers.

The core principle requires an entity to recognize revenue to depict the transfer of goods

or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those

goods or services recognized as performance obligations are satisfied.

The Company has assessed the impact of the guidance

by reviewing its existing customer contracts and current accounting policies and practices to identify differences that will result from

applying the new requirements, including the evaluation of its performance obligations, transaction price, customer payments, transfer

of control and principal versus agent considerations.

Based on the assessment, the Company concluded that there was no change to the timing

and pattern of revenue recognition for its current revenue streams in scope of ASC 606 and therefore there was no material changes to

the Company’s consolidated financial statements upon adoption of ASC 606.

The Company recognizes revenue from providing hosting

and integration services and licensing the use of its technology platform to its customers.

The Company recognizes revenue when all of

the following conditions are satisfied:

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 online-to-offline

integration services (DaGe platform), communication and coordination solutions, and data and analytics services to its customers.

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);

amount of fees to be paid by the customer is fixed or determinable;

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.

Cost of Revenue

Cost of revenue consists of telecommunication products

and services, and SMS & MMS business for operators or other suppliers, and the purchase cost of emergency equipment for command and

communication.

and services, and SMS & MMS business for operators or other suppliers, and purchase cost of emergency equipment for command and communication.

FINGERMOTION, INC.

Three months ended May 31, 2026 and 2025

Notes to the Unaudited Condensed Consolidated Financial

Note 2 - Summary of Principal Accounting Policies

Research and Development

2 unchanged sentences

purchased for research and development.

During the quarter, the Company also commenced product development efforts under a new strategic

collaboration to integrate its Mobile Integrated Command and Communication Platform into emergency response vehicles.

FINGERMOTION, INC.

Nine months ended November 30, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

Note 2 - Summary of Principal Accounting Policies

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 vehicles.

Selling, General and Administrative

Selling, general and administrative expenses include

compensation, employee benefits, stock-based compensation, professional service fees, allocation of facility costs, depreciation, and

amortization associated with general selling and administrative overhead activities.

compensation, employee benefits, stock-based compensation, professional service fees, allocation of facility costs, depreciation and amortization

associated with general selling and administrative overhead activities.

The Company uses the asset and liability method of

accounting for income taxes in accordance with Accounting Standards Codification (“ASC”) 740, “Income Taxes” (“ASC

accounting for income taxes in accordance with Accounting Standards Codification (“ ASC ”) 740, “Income Taxes”

(“ ASC 740 ”).

Under this method, income tax expense is recognized as the amount of:

(i) taxes payable or refundable for the current year

and (ii) future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities

and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable

income in the years which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities

of a change in tax rates is recognized in the results of operations in the period that includes the enactment date.

A valuation allowance

is provided to reduce the deferred tax assets reported if based on the weight of available evidence it is more likely than not that some

portion or all of the deferred tax assets will not be realized.

(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

11 unchanged sentences

FINGERMOTION, INC.

Nine months ended November 30, 2025 and 2024

Three months ended May 31, 2026 and 2025

Notes to the Unaudited Condensed Consolidated Financial

2 unchanged sentences

(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 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 standard is effective for the Company’s 2026 annual period and can be applied either prospectively

or retrospectively.

The standard is effective for the Company’s 2026 annual period and can be applied either prospectively or retrospectively.

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

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

9 unchanged sentences

of the income statement within continuing operations that contains any of the expense categories listed in (a)–(e);

certain amounts that are already required to be disclosed under current generally accepted accounting principles in the same disclosure

as the other disaggregation requirements;

3) disclose a qualitative description of the amounts remaining in relevant expense captions

that are not separately disaggregated quantitatively, and 4) disclose the total amount of selling expenses and, in annual reporting periods,

an entity’s definition of selling expenses.

The ASU is effective for annual reporting periods beginning after December 15, 2026,

and interim reporting periods beginning after December 15, 2027.

2) include certain

amounts that are already required to be disclosed under current generally accepted accounting principles in the same disclosure as the

other disaggregation requirements;

3) disclose a qualitative description of the amounts remaining in relevant expense captions that are

not separately disaggregated quantitatively, and 4) disclose the total amount of selling expenses and, in annual reporting periods, an

entity’s definition of selling expenses.

The ASU is effective for annual reporting periods beginning after December 15, 2026, and

interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating the impact

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

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, 2027.

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

1 unchanged sentence

FINGERMOTION, INC.

Nine months ended November 30, 2025 and 2024

Three months ended May 31, 2026 and 2025

Notes to the Unaudited Condensed Consolidated Financial

4 unchanged sentences

The Company had an accumulated deficit of $ 43,185,481 and

$ 34,187,384 as at November 30, 2025 and February 28, 2025 respectively, and had a net loss of $ 5,253,897 and $ 5,009,095 for the nine months

ended November 30, 2025 and 2024, respectively.

$ 41,185,154 as at May 31, 2026 and February 28, 2026 respectively, and had a net loss of $ 2,009,784 and $ 2,022,761 for the three months

ended May 31, 2026 and 2025, respectively.

The Company’s continuation as a going concern

8 unchanged sentences

Note 4 - Revenue

We recorded $ 22,902,695 and $ 25,366,825 in revenue,

respectively, for the nine months ended November 30, 2025 and 2024.

We recorded $ 650,089 and $ 8,458,743 in revenue, respectively,

for the three months ended May 31, 2026 and 2025.

Schedule of revenue

For the nine months ended

November 30, 2025

November 30, 2024

For the three months ended

Telecommunication Products & Services

DaGe Platform

Command & Communication

Marketplace Platform & Digital Commerce Infrastructure Solutions

Advanced Technology & Platform Solutions

Data & Analytics Platform Solutions

Note 5 – Equipment

At November 30, 2025 and February 28, 2025, the company

At May 31, 2026 and February 28, 2026, the company

has the following amounts related to tangible assets:

Schedule of property, plant and equipment

November 30, 2025

February 28, 2026

2 unchanged sentences

No significant residual value is estimated for the equipment.

expenses for the nine months ended November 30, 2025 and 2024 totaled $ 14,973 and $ 19,893 respectively.

expenses for the three months ended May 31, 2026 and 2025 totaled $ 1,184 and $ 3,414 , respectively.

FINGERMOTION, INC.

Nine months ended November 30, 2025 and 2024

Three months ended May 31, 2026 and 2025

Notes to the Unaudited Condensed Consolidated Financial

Note 6 – Intangible Asset

At November 30, 2025 and February 28, 2025, the company

Note 6 – Intangible Assets

At May 31, 2026 and February 28, 2026, the company

has the following amounts related to intangible assets:

Schedule of intangible assets

November 30, 2025

February 28, 2026

Mobile applications / Software

Mobile applications

accumulated amortization

2 unchanged sentences

intangible assets.

Amortization expenses for the six months ended November 30, 2025 and 2024 totaled $ 138,310 and $ 15,422 , respectively.

Amortization expenses for the three months ended May 31, 2026 and 2025 totaled $ 196,408 and $ 7,139 respectively.

Note 7 – Prepayment and Deposit

Prepaid expenses consist of the deposit pledged to

the vendor for stock credits to be used for resale.

Prepaid expenses consist of the deposit pledge to

the vendor for stock credits for resale.

Our current vendors are China Unicom and China Mobile for our Telecommunication Products &

& Services business, as well as our SMS & MMS business.

Deposits include payments placed into the e-commerce platforms where we

offer our products and services.

The platforms are PinDuoDuo, Tmall, and JD.com.

Services business.

Deposits include payments placed into the e-commerce platforms where we offer our products and services.

The platforms

are PinDuoDuo, Tmall, and JD.com.

Schedule of prepaid expense

November 30, 2025

February 28, 2026

1 unchanged sentence

Schedule of accounts receivable

November 30, 2025

February 28, 2026

2 unchanged sentences

( 2,248,468 )

The Company generally extends credit terms to customers

( 1,702,821 )

The Company normally allows credit terms to customers

ranging from 90 to 150 days.

1 unchanged sentence

Overdue accounts receivable are

reviewed regularly by Management.

reviewed regularly by the Management.

Activities related to allowance for credit losses are presented below.

Schedule of allowance for credit losses

November 30, 2025

February 28, 2026

2 unchanged sentences

FINGERMOTION, INC.

Nine months ended November 30, 2025 and 2024

Three months ended May 31, 2026 and 2025

Notes to the Unaudited Condensed Consolidated Financial

Note 9 – Other Receivables

At November 30, 2025 and February 28, 2025, the company

At May 31, 2026 and February 28, 2026, the company

has the following amounts related to other receivables:

Schedule of other receivables

November 30, 2025

February 28, 2026

2 unchanged sentences

Security deposit

Other receivables

Note 10 – Right-of-use Asset and Lease Liability

3 unchanged sentences

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.

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

2 unchanged sentences

of twelve months or less.

These leases are not recorded on the Company's Condensed Consolidated Balance Sheet.

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 nine months ended November 30, 2025.

is recognized on a straight-line basis over the lease term in the three months ended May 31, 2026.

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

assets and related lease liabilities was as follows:

assets and related lease liabilities were as follows:

Schedule of operating leases assets and liabilities

November 30, 2025

February 28, 2026

6 unchanged sentences

Remaining lease term and discount rate

November 30, 2025

Weighted-average remaining lease term

1 unchanged sentence

The following table summarizes the future minimum

lease payments due under the Company’s operating leases as of November 30, 2025:

lease payments due under the Company’s operating leases as of May 31, 2026:

Schedule of future minimum lease payments due

Twelve months ended November 30,

imputed interest

Present value of lease obligations

The following summarizes cash flow information related to leases for the

year ended May 31, 2026:

Schedule of cash flow information related to leases

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

Operating cash flows from leases

FINGERMOTION, INC.

Nine months ended November 30, 2025 and 2024

Three months ended May 31, 2026 and 2025

Notes to the Unaudited Condensed Consolidated Financial

1 unchanged sentence

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

On October 11, 2024, the Company issued 1,095,000

shares of common stock to 15 individuals due to the closing of its private placement at $1.50 per share for gross proceeds of $ 1,642,500 .

In connection with the closing of the private placement, the Company paid cash finder’s fees of an aggregate of $ 158,000 to three

On December 20, 2024, the

Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors (the

“Purchasers”), which provided for the issuance and sale, in a registered direct offering by the Company of (i) 3,333,336 shares

of its common stock, par value $0.0001 per share (the “Common Stock”) and (ii) warrants (the “Common Warrants”)

to purchase up to an aggregate of 5,000,004 shares of Common Stock (the “Offering”) at a combined purchase price of $1.50

per share and one and one-half Common Warrants on December 23, 2024.

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

of its common stock at a deemed price of $ 1.86 per share to one entity pursuant to a consulting agreement.

12 unchanged sentences

owned subsidiary, Shanghai JiuGe Business Management Co., Ltd.

(“JiuGe Management”), and Shanghai Jihaohe Information Technology

(“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.

(“ 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

2 unchanged sentences

of its common stock at a deemed price of $ 1.86 per share to one entity pursuant to a consulting agreement.

FINGERMOTION, INC.

Nine months ended November 30, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

Note 11 - Common Stock (continued)

On October 23, 2025 the Company entered into a Sales

1 unchanged sentence

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”).

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

4 unchanged sentences

of common stock at a price of $ 1.50 per share to one individual due to the closing of a private placement for gross proceeds of $ 285,000 .

As of November 30, 2025 there were 61,217,225 shares

of the Company’s common stock issued and outstanding, and none of the preferred shares were issued and outstanding.

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.

FINGERMOTION, INC.

Nine months ended November 30, 2025 and 2024

Three months ended May 31, 2026 and 2025

Notes to the Unaudited Condensed Consolidated Financial

Note 11 - Common Stock (continued)

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

purchase agreement with an institutional investor and issued a senior secured convertible 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.

The note was, and the shares of common stock issuable

upon conversion of the note will be, issued in a transaction exempt from the registration requirements under the Securities Act in reliance

on Section 4(a)(2) thereof and Rule 506(b) of Regulation D thereunder.

As of May 31, 2026 there were 61,281,308 shares of

the Company’s common stock issued and outstanding, and none of the preferred shares were issued and outstanding.

Share Purchase Warrants

A continuity schedule of

outstanding stock purchase warrants as at November 30, 2025, and the changes during the period, is as follows:

Schedule of outstanding share purchase warrants

outstanding stock purchase warrants as at May 31, 2026, and the changes during the periods, is as follows:

Schedule of purchase warrants

Weighted Average

Exercise Price

Balance, February 28, 2026

( 1,149,743 )

Adjustment to Exercise Price

Balance, November 30, 2025

On December 20, 2024, the

Company entered into the Purchase Agreement with the Purchasers, which provided for the issuance and sale, in a registered direct offering

by the Company of (i) 3,333,336 shares of Common Stock and (ii) Common Warrants to purchase up to an aggregate of 5,000,004 shares of

Common Stock at a combined purchase price of $1.50 per share and one and one-half Common Warrants on December 23, 2024.

The Common Warrants

are exercisable upon issuance and expire five years from the date of issuance.

In connection with the Offering,

the Company entered into a Placement Agency Agreement (the “Placement Agency Agreement”) on December 20, 2024 with Roth Capital

Partners, LLC (the “Placement Agent”), as the exclusive placement agent in connection with the Offering.

As partial compensation

to the Placement Agent, the Company issued to the Placement Agent a placement agent warrant to purchase up to 250,000 shares of Common

Stock at an exercise price of $1.88 per share (the “Placement Agent Warrant”) for a term of five years from the date of commencement

of sales in the Offering.

Correction of prior warrant count adjustment

Balance, May 31, 2026

On May 14, 2025, the Company received $ 468,750 from

9 unchanged sentences

On October 21, 2025, the Company issued an aggregate

of 4,000,000 common stock purchase warrants (the “Warrants”) to a consultant pursuant to a consulting services agreement with

respect to investor relations services.

3,000,000 of the Warrants entitle the holder to purchase up to 3,000,000 shares of common stock

(each, a “Warrant Share”) at an exercise price of $1.65 per Warrant Share until April 20, 2027, and 1,000,000 of the Warrants

entitle the holder to purchase up to 1,000,000 Warrant Shares at an exercise price of $2.15 per Warrant Share until April 20, 2027.

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.

FINGERMOTION, INC.

Nine months ended November 30, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

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

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

The Warrants entitle

the holder to purchase up to 300,000 shares of common stock (each, a “Warrant Share”) at an exercise price of $ 1.65 per Warrant

Share until April 27, 2027.

In connection with the issuance of shares of common

stock under the Sales Agreement, the number of warrants remaining under the Placement Agent Warrant has been increased by 25,333 due to

the adjustment provisions to the exercise price contained within the Placement Agent Warrant, with the remaining number of warrants thereunder

entitling the Placement Agent to purchase 125,333 shares of common stock at a price of $ 1.50 per share.

On November 21, 2025, 10,000 stock

purchase warrants having an exercise price of $ 6.70 per share expired.

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.

FINGERMOTION, INC.

Three months ended May 31, 2026 and 2025

Notes to the Unaudited Condensed Consolidated Financial

Share Purchase Warrants (continued)

In connection with the preparation of the current

period financial statements, the Company reviewed the adjustment provisions contained within the Placement Agent Warrant and determined

that the previously disclosed increase of 25,333 warrants under the Placement Agent Warrant should not have been recorded.

the Placement Agent Warrant remained exercisable for 100,000 shares of common stock, The Company has corrected the warrant continuity

schedule in this Quarterly Report.

21, 2025, 10,000 stock purchase warrants having an exercise price of $ 6.70 per share expired.

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 contained within the common stock purchase warrants and placement agent warrant issued in the registered

direct offering that closed on December 23, 2024, the exercise price of such warrants was adjusted to $0.94 per share.

The adjustment

did not result in any increase in the number of warrants outstanding.

The Company had previously disclosed in its Annual

Report on Form 10-K that the number of warrants outstanding increased as a result of this adjustment.

Upon further review, the Company

determined that only the exercise price was adjusted, and the number of warrants outstanding remained unchanged.

Accordingly, the warrant

continuity schedule in this Quarterly Report reflects the corrected number of warrants outstanding and the adjusted exercise price.

A summary of stock purchase warrants outstanding

and exercisable as at November 30, 2025 is as follows:

and exercisable as at May 31, 2026 is as follows:

Schedule of share purchase warrants outstanding and exercisable

5 unchanged sentences

FINGERMOTION, INC.

Nine months ended November 30, 2025 and 2024

Three months ended May 31, 2026 and 2025

Notes to the Unaudited Condensed Consolidated Financial

10 unchanged sentences

third, and fourth anniversary of the date of grant.

At our annual meeting of stockholders held on February 17, 2023, the stockholders

approved an amendment to the exercise price of the outstanding stock options from $8.00 to $3.84.

The strike price adjustment did not

affect the fair value.

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 fair value of these stock

16 unchanged sentences

Schedule of valuation assumptions

November 30, 2025

February 28, 2026

5 unchanged sentences

FINGERMOTION, INC.

Nine months ended November 30, 2025 and 2024

Three months ended May 31, 2026 and 2025

Notes to the Unaudited Condensed Consolidated Financial

1 unchanged sentence

A continuity schedule of

outstanding stock options as at November 30, 2025, and the changes during the period, is as follows:

outstanding stock options as at May 31, 2026, and the changes during the period, is as follows:

Schedule of stock option activity

2 unchanged sentences

Cancelled/Forfeited

Balance, November 30, 2025

Balance, May 31, 2026

A continuity schedule of

outstanding unvested stock options at November 30, 2025, and the changes during the six months periods, is as follows:

outstanding unvested stock options at May 31, 2026, and the changes during the three months periods, is as follows:

Schedule of unvested restricted stock

1 unchanged sentence

Balance, February 28, 2026

Vested – July 28, 2025

Balance, November 30, 2025

As at November 30, 2025,

the aggregate intrinsic value of the outstanding stock options granted on December 28, 2021 was estimated at $ 0 as the current price as

of November 30, 2025 was $1.35 which is lower than the strike price while the aggregate intrinsic value of the outstanding stock options

granted on July 28, 2023 is $ 0 as the current price as of November 30, 2025 was lower than the strike price.

Balance, May 31, 2026

As at May 31, 2026, the aggregate

intrinsic value of the outstanding stock options granted on December 28, 2021 was estimated at $ 0 as the current price as of May 31, 2026

is $0.77 which is lower than the strike price while the aggregate intrinsic value of the outstanding stock options granted on July 28,

2023 is $ 0 as the current price as of May 31, 2026 is lower than the strike price.

A summary of stock options

outstanding and exercisable as at November 30, 2025 is as follows:

outstanding and exercisable as at May 31, 2026 is as follows:

Schedule of stock options

3 unchanged sentences

Outstanding at

Exercisable at

$ 3.00 to $ 4.00

1 unchanged sentence

FINGERMOTION, INC.

Nine months ended November 30, 2025 and 2024

Three months ended May 31, 2026 and 2025

Notes to the Unaudited Condensed Consolidated Financial

3 unchanged sentences

Schedule of basic and diluted earnings per common share

For the nine months ended

November 30, 2025

November 30, 2024

For the three months ended

Numerator - basic and diluted

13 unchanged sentences

federal corporate income tax of 21 % .

The Company generated a taxable loss for the nine months

ended November 30, 2025 and 2024.

The Company generated a taxable loss for the three

months ended May 31, 2026 and 2025.

Finger Motion Company Limited, Finger Motion (CN)

Limited and Finger Motion Financial Company Limited were incorporated in Hong Kong and Hong Kong’s profits tax rate is 16.5 % .

companies did not earn any income that was derived in Hong Kong for the nine months ended November 30, 2025 and 2024.

companies did not earn any income that was derived in Hong Kong for the three months ended May 31, 2026 and 2025.

The People’s Republic of China (PRC)

6 unchanged sentences

statutory rates and the effects of permanent and temporary differences.

The Company’s effective income tax rates for the nine months

ended November 30, 2025 and 2024 are as follows:

The Company’s effective income tax rates for the three months

ended May 31, 2026 and 2025 are as follows:

Schedule of effective income tax rate reconciliation

For the nine months ended

November 30, 2025

November 30, 2024

For the three months ended

statutory tax rate

3 unchanged sentences

FINGERMOTION, INC.

Nine months ended November 30, 2025 and 2024

Three months ended May 31, 2026 and 2025

Notes to the Unaudited Condensed Consolidated Financial

Note 13 – Income Taxes (continued)

Schedule of income tax expenses

February 28, 2026

Deferred tax benefit

Total provision for (benefit from) income tax expense

The reconciliations of income tax expenses computed by applying the statutory

income tax rates, ranging from 15% to 25%, to the Company’s income tax expenses for the presented years are as follows:

Schedule of reconciliations of income tax expenses

February 28, 2026

Loss before income tax expenses

$ ( 2,009,784 )

$ ( 7,041,333 )

Income tax credit computed at various statutory income tax rate (15% to 25%)

Reconciling items:

Tax incentive – R&D Credit

Income not subject to tax in China

Non-deductible expenses

Total provision for (benefit from) income tax

Deferred tax has resulted primarily from future tax

2 unchanged sentences

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

At November 30, 2025 and February 28,

At May 31, 2026 and February 28, 2026,

the valuation allowances were $ 4,631,065 and $ 4,389425 , respectively.

The significant components of the Company’s deferred tax account

balances are as follows:

Schedule of deferred tax assets and liabilities

The significant components of the Company’s

deferred tax account balances are as follows:

Schedule of deferred tax assets

February 28, 2026

Deferred tax assets

12 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

FINGERMOTION, INC.

Nine months ended November 30, 2025 and 2024

Three months ended May 31, 2026 and 2025

Notes to the Unaudited Condensed Consolidated Financial

Note 15 – Loan Payable

On June 1, 2024, the Company’s wholly owned

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

Liew Yow Ming (the “Lender”)

whereby the Lender agreed to advance a short-term loan facility of SGD$370,000 (the “Loan”) to the Borrower for working capital

As of the date hereof, the full amount of the Loan has been drawn upon by the Borrower.

Each drawdown portion of the Loan is

due one (1) year from the date of the drawdown, unless extended by the Lender.

If the Lender agrees, the Borrower may prepay the whole

or any part of the Loan by providing the Lender not less than three (3) business days prior written notice and subject to payment of interest

accrued thereon.

Any prepayment of the Loan shall be in an amount of SGD$50,000 or multiples thereof.

The Loan shall bear interest at

the rate of 1.67% per month, any such interest to accrue from day to day and to be calculated based on a 365-day year, and is payable

on a monthly basis on or before the last day of each successive month.

On July 18, 2024, the Company’s wholly owned

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

Liew Yow Ming (the “Lender”)

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

capital purposes.

Liew Yow Ming (the

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

to the Borrower for working capital purposes.

As of September 4, 2024, the full amount of the Loan has been drawn upon by the Borrower.

Each drawdown portion of the

Loan is due one (1) year from the date of the drawdown, unless extended by the Lender.

If the Lender agrees, the Borrower may prepay the

whole or any part of the Loan by providing the Lender not less than three (3) business days prior written notice and subject to payment

of interest accrued thereon.

Any prepayment of the Loan shall be in an amount of SGD$50,000 or multiples thereof.

The Loan shall bear

interest at the rate of 1.50% per month, any such interest to accrue from day to day and to be calculated based on a 365-day year, and

is payable on a monthly basis on or before the last day of each successive month.

4, 2024, the Company’s wholly owned subsidiary, Finger Motion Company Limited (the “Borrower”), entered into a loan

agreement (the “Loan Agreement”) with Rita Chou Phooi Har (the “Lender”) whereby the Lender agreed to advance

a short-term loan facility of SGD$250,000 (the “Loan”) to the Borrower for working capital purposes.

As of November 7, 2024,

the full amount of the Loan has been drawn upon by the Borrower.

The Loan is due one (1) year from the date of the drawdown, unless extended

by the Lender.

If the Lender agrees, the Borrower may prepay the whole or any part of the Loan by providing the Lender not less than three

(3) business days prior written notice and subject to payment of interest accrued thereon.

Any prepayment of the Loan shall be in an amount

of SGD$50,000 or multiples thereof.

The Loan shall bear interest at the rate of 1.67% per month, any such interest to accrue from day

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

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

and SGD$ 250,000 .

On July 21, 2025, the Company repaid a short-term loan of SGD 500,000 .

On August 1, 2025, the Company repaid a short-term loan of SGD 500,000 .

On September 4, 2025 the Company and the Lender entered into an extension

of loan agreement of the final tranche of SGD$ 500,000 .

The new repayment date is due on March 4, 2026 and the interest rate has been increased

to 2 % per month.

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 1.50% per month, any such interest to accrue from day to day and to be calculated

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

On 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.

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.

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.

FINGERMOTION, INC.

Nine months ended November 30, 2025 and 2024

Three months ended May 31, 2026 and 2025

Notes to the Unaudited Condensed Consolidated Financial

Note 16 – Convertible Note Payable

On May 13, 2026 (the “ Closing Date ”),

we entered into a securities purchase agreement (the “ May 2026 Note Purchase Agreement ”) with an institutional investor

(the “ Note Investor ”), pursuant to which we issued to the Note Investor 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 bears no interest (except upon an

event of default) and, unless earlier converted or redeemed, will mature on the first anniversary of the Closing Date.

At closing, the

Company received $ 3,275,000 after the deduction of $ 25,000 legal fee, with the remaining $1,000,000 of the $ 4,300,000 aggregate subscription

amount to be released to the Company upon the SEC declaring effective a resale registration statement covering the resale of a number

of shares of Common Stock equal to 200% of the maximum number of Conversion Shares issuable upon conversion of the Note.

The Note is convertible, at any time at the Note Investor’s

option, into shares of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ” and such shares

issuable upon conversion, the “ Conversion Shares ”), at an initial fixed conversion price of $ 0.94 per share (the “ Fixed

Conversion Price ”), which is subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations,

and other customary events.

In addition, during each monthly period specified in the Note (each, a “ Monthly Redemption Conversion

Period ”), the Note Investor may convert up to $ 1,000,000 in aggregate principal amount of the Note (plus all accrued and unpaid

amounts thereon) at a “Redemption Conversion Price” equal to the lower of (i) the Fixed Conversion Price then in effect and

(ii) 90% of the lowest daily volume-weighted average price of the Common Stock during the seven consecutive trading days ending on and

including the applicable date of conversion or the first trading day of the applicable Monthly Redemption Conversion Period, in each case

subject to a floor price (the “ Floor Price ”) initially set at 20% of the Nasdaq Minimum Price (as defined in Nasdaq

Listing Rule 5635) on the trading day prior to the date of the May 2026 Note Purchase Agreement, which resets automatically every six

If the Company is unable to issue Conversion Shares due to the exchange cap described below or if a Floor Price condition exists,

the Note Investor may require the Company to satisfy the applicable monthly conversion amount in cash at a 7.5% premium.

If an event of default occurs and is continuing, the

Note shall become due and payable, at the Note Investor’s election, in cash at an amount equal to 125% of all the outstanding principal

amount of the Note, accrued and unpaid interest, and any other unpaid amounts (collectively, the “ Outstanding Value ”).

Upon the occurrence and continuation of an event of default, default interest shall accrue at an annual rate of 12%.

The Note also contains additional conversion, redemption,

and put mechanics, including (i) an optional redemption right in favor of the Company, exercisable after 40 trading days following the

effective date of the initial resale registration statement, at a price equal to 115% of the Outstanding Value of the Note, (ii) a change

of control put right entitling the Note Investor to require redemption of the Outstanding Value under the Note at a premium upon the occurrence

of a change of control transaction, and (iii) a subsequent placement redemption right entitling the Note Investor to require the Company

to apply up to 30% of the gross proceeds of such subsequent placement to redeem at a price equal to 115% of the Outstanding Value being

redeemed, in each case subject to the terms and conditions set forth in the Note.

The May 2026 Note Purchase Agreement contains customary

representations, warranties, and agreements of the Company and the Note Investor, and customary indemnification rights and obligations

of the parties.

The Company has agreed to seek stockholder approval for the issuance of Conversion Shares in excess of 19.99% of the outstanding

shares of Common Stock as of the date of the May 2026 Note Purchase Agreement.

Absent such approval (or an opinion of outside counsel

that stockholder approval is not required), the Company may not issue Conversion Shares in excess of 12,256,260 shares in the aggregate

(the “ Exchange Cap ”).

Conversions are also subject to a 9.99 % beneficial ownership limitation.

In connection with the May 2026 Note Purchase Agreement,

the Company entered into a registration rights agreement with the Note Investor.

The Company also entered into a security agreement with

the Note Investor (the “ Security Agreement ”), pursuant to which the Company granted to the Note Investor, acting as

collateral agent, a first-priority security interest in substantially all of the Company’s personal property assets, subject to

customary permitted liens and excluded assets, as set forth in the Security Agreement.

FINGERMOTION, INC.

Three months ended May 31, 2026 and 2025

Notes to the Unaudited Condensed Consolidated Financial

Note 17 – 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.

At May 31, 2026 and February 28, 2026,, the Company

engaged in the following transactions with ZhongXin Marine (Zhoushan) Satellite Communications Equipment Co., Ltd., which holds a 30% non-controlling interest in the Company’s subsidiary:

Schedule of related party transactions

February 28, 2026

Related party transaction

Purchases of two satellite portable stations

Jinhua project - traffic fees

Yantai Wanhua project - satellite equipment

The following balances were outstanding at the end of the reporting periods:

Schedule of balances were outstanding

February 28, 2026

Related party payable

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

February 28, 2026

Related party prepayment

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

Note 18 - Subsequent Events

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

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

acquisition by FingerMotion.

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

to negotiate a definitive acquisition agreement.

No binding agreement has been executed at this time,

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

Any potential

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

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

Subsequent to November 30, 2025, the Company issued

64,083 shares of its common stock under the Sales Agreement for gross cash proceeds of $ 98,942 .

The total issuance costs were $ 2,474 ,

all of which were related to compensation paid to the Sales Agent.

Subsequent to May 31, 2026, the resale registration

statement relating to the shares of common stock issuable upon conversion of the senior secured convertible note was declared effective

Following effectiveness, the remaining $ 1,000,000 of the aggregate subscription amount was released to the Company.

Except for the above, the Company has determined that

it does not have any other material subsequent events to disclose in these consolidated financial statements.

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

What changed 10-Q

Item 1. Financial Statements