What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-07-15 compared with 2026-01-14 · 434 added, 827 removed, 192 unchanged (87% of the section changed)

12 unchanged sentences

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

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

Report on Form 10-Q for the three months ended May 31, 2026, and our Annual Report on Form 10-K for the fiscal year ended February 28,

2026, including the consolidated financial statements and related notes contained therein.

These factors, or any one of them, may

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

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

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

These factors, or any one of them, may cause

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

Refer to “Cautionary

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

2026, and Item 1A - Risk Factors, under Part II - Other Information of this Quarterly Report.

This MD&A is focused on material changes in our

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

for the nine months ended November 30, 2025, and should be read in conjunction with Item 7, Management’s Discussion and Analysis

of Financial Condition and Results of Operations as contained in our Annual Report on Form 10-K for the fiscal year ended February 28,

financial condition from February 28, 2026, our most recently completed year end, to May 31, 2026, and our results of operations for the

three months ended May 31, 2026, and should be read in conjunction with Item 7, Management’s Discussion and Analysis of Financial

Condition and Results of Operations as contained in our Annual Report on Form 10-K for the fiscal year ended February 28, 2026.

Corporate Information

The Company was initially incorporated as Property

Management Corporation of America on January 23, 2014 in the State of Delaware.

On June 21, 2017, the Company amended its certificate

of incorporation to effect a 1-for-4 reverse stock split of the Company’s outstanding common stock, to increase the authorized shares

of common stock to 200,000,000 shares and to change the name of the Company from “Property Management Corporation of America”

to “FingerMotion, Inc.” (the “ Corporate Actions ”).

The Corporate Actions and the amended certificate of

incorporation became effective on June 21, 2017.

Our principal executive offices are located at 111

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

Our Company has been organized as a holding company

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

Technology Co., Ltd.

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

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

JiuGe Technology’s sole shareholder, Ms.

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

To address challenges resulting

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

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

We indirectly own

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

(“ JiuGe Management ,” “ our WFOE ”

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

JiuGe Management entered into a series

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

which gives us contractual control over JiuGe Technology.

The VIE Agreements have not been tested in court.

As a result of our use of

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

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

the Delaware holding company, not of the VIE.

As described in more detail below, under the subheading

“VIE Agreements,” we fund the registered capital and operating expenses of the VIE by extending loans to Ms.

Li Li, the sole

shareholder of the VIE, for the purpose of funding the capital contribution of the subscribed capital of the VIE.

The VIE Agreements governing

the relationship between the VIE and our WFOE enable us to (i) direct the activities of the VIE that most significantly impact the VIE’s

economic performance, (ii) receive substantially all of the economic benefits of the VIE, and (iii) have an exclusive call option to purchase,

at any time, all or part of the equity interests in and/or assets of the VIE to the extent permitted by Chinese laws.

As a result of the

VIE Agreements, the Company is considered the primary beneficiary of the VIE for accounting purposes and is able to consolidate the financial

results of the VIE in its consolidated financial statements in accordance with U.S.

The Company has been organized as a holding company

and conducts a significant part of its operations through subsidiaries and contractual arrangements with affiliated entities in the PRC,

including Shanghai JiuGe Information Technology Co., Ltd.

(“ JiuGe Technology ”, “ our VIE ” or “ the

The Company’s operations in the PRC are primarily carried out through its wholly owned subsidiaries and Shanghai

JiuGe Business Management Co., Ltd.

(“ JiuGe Management ”, “ our WFOE ” or “ the WFOE ”),

a wholly foreign-owned enterprise (“ WFOE ”), which has entered into a series of contractual agreements with the VIE

and its respective shareholder.

These contractual arrangements are intended to provide

the Company with effective control over the VIE and the ability to receive substantially all of the economic benefits of the VIE’s

The VIE structure is employed to comply with PRC laws and regulations that restrict or prohibit foreign ownership in certain

However, these arrangements have not been tested in a court of law in the PRC and carry associated risks and uncertainties.

See “Item 1A.

Risk Factors—Risks Related to VIE Agreements.”

The following diagram depicts our corporate structure:

Our holding company structure presents unique risks

as our investors may never directly hold equity interests in our subsidiaries or the VIE, and we will be dependent upon contributions

from our subsidiaries and the VIE to finance our cash flow needs.

Our subsidiaries and the VIE are currently not required to obtain permission

from the Chinese authorities including the China Securities Regulatory Commission (the “ CSRC ”), or Cybersecurity Administration

Committee (the “ CAC ”), to operate or to issue securities to foreign investors.

However, as of March 31, 2023, pursuant

to the Overseas Listing Trial Measures promulgated by the CSRC, we will be required to make filings with the CSRC with respect to any

new overseas offering of our securities.

Generally, we understand that, for these purposes, the filing requirement would apply in respect

of securities that are offered in a public overseas offering, and likely to securities that, having been offered in a private overseas

offering, become eligible for resale to the public.

The business of our subsidiaries and the VIE until

now are not subject to cybersecurity review with the CAC, given that:

(i) data processed in our business does not have a bearing on national

security and thus may not be classified as core or important data by the authorities;

and (ii) we do not possess a large amount of personal

information in our business operations.

In addition, we are not subject to merger control review by China’s anti-monopoly enforcement

agency due to the level of our revenues which provided from us and audited by our auditor and the fact that we currently do not expect

to propose or implement any acquisition of control of, or decisive influence over, any company with revenues within China of more than

RMB400 million.

Currently, these statements and regulatory actions have had no impact on our daily business operations, the ability to

accept foreign investments and list our securities on an U.S.

or other foreign exchange.

However, since these statements and regulatory

actions, including the Overseas Listing Trial Measures, are fairly new, it is uncertain what potential impact such modified or new laws

and regulations will have on our daily business operation, the ability to accept foreign investments and list our securities on an U.S.

The Company’s holding company structure presents

unique risks as the Company’s investors may never directly hold equity interests in the Company’s subsidiaries or the VIE.

The Company relies on distributions and other payments

from its subsidiaries and VIE to fund its operations.

These payments are subject to PRC laws and regulations, including restrictions on

dividends, foreign exchange controls, and other regulatory requirements.

The Company’s subsidiaries and VIE are subject

to regulation by PRC authorities, including the China Securities Regulatory Commission (“ CSRC ”) and the Cyberspace

Administration of China (“ CAC ”).

As of the date of this report, the Company is not required to obtain specific approvals

from these authorities to operate its current business.

However, under the CSRC’s Overseas Listing Trial Measures, the Company may

be required to complete filing procedures for future overseas securities offerings, the failing of which may result in an order to make correction, a warning,

and/or the imposition of fines.

The regulatory environment in China is evolving, and

it remains uncertain how new or changing laws and regulations may impact the Company’s operations, its ability to accept foreign

investment, or its ability to maintain a listing on a U.S.

or other foreign exchange.

To operate, the VIE and Beijing XunLian TianXia Technology

are required to obtain, and have obtained, a value-added telecommunications business license from PRC authorities.

In connection

with our previous issuance of securities to foreign investors, under current PRC laws, regulations and regulatory rules, as of the date

of this periodic report on Form 10-Q, we, our PRC subsidiaries and the VIE, (i) are not required to obtain permissions from the CSRC except

that as of March 31, 2023 we may have to file with the CSRC with respect to a new offering of our securities, (ii) are not required to

go through cybersecurity review by the CAC, and (iii) have received or were not denied such requisite permissions by any PRC authority.

If we, our subsidiaries or the VIE (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such

permissions or approvals are not required or (iii) applicable laws, regulations, or interpretations change and we are required to obtain

such permissions or approvals in the future, we may be subject to government enforcement actions, investigations, penalties, sanctions

and fines imposed by the CSRC, the CAC and relevant departments of the State Council.

In severe circumstances, the business of our PRC

subsidiary may be ordered to suspend and its business qualifications and licenses may be revoked.

Share Exchange Agreement

Effective July 13, 2017, the Company entered into

that certain Share Exchange Agreement (the “ Share Exchange Agreement ”) by and among the Company, Finger Motion Company

Limited (“ FMCL ”) and certain shareholders of FMCL (the “ FMCL Shareholders ”).

FMCL, a Hong Kong corporation,

was formed on April 6, 2016 and is an information technology company that then specialized in operating and publishing mobile games.

to the Share Exchange Agreement, the Company agreed to exchange the outstanding equity stock of FMCL held by the FMCL Shareholders for

shares of common stock of the Company.

On the closing date of the Share Exchange Agreement, the Company issued 12,000,000 shares of common

stock to the FMCL shareholders.

In addition, the Company issued 600,000 shares to consultants in connection with the transactions contemplated

by the Share Exchange Agreement, and 2,562,500 additional shares to accredited investors, which was a concurrent financing but not a condition

of closing the Share Exchange Agreement.

As a result of the Share Exchange Agreement and the

other transactions contemplated thereunder, FMCL became a wholly-owned subsidiary of the Company.

At that time, FMCL continued operations

as the Company’s video game division.

However, in June 2018, the Company decided to pause the operation of the game division as

it saw the opportunity in the telecommunication business and have since refocused into this business.

This description of the Share Exchange Agreement does

not purport to be complete and is qualified in its entirety by reference to the terms of the Share Exchange Agreement, which was filed

as an exhibit to our Current Report on Form 8-K filed with the SEC on July 20, 2017 and incorporated by reference herein.

VIE Agreements

On October 16, 2018, the Company, through its indirect

wholly-owned WFOE, JiuGe Management, entered into the VIE Agreements pursuant to which JiuGe Technology became our contractually

controlled affiliate.

The use of VIE agreements is a common structure used to acquire operational control of PRC corporations, particularly

in certain industries in which foreign investment is restricted or forbidden by the PRC government.

The VIE Agreements include a Consulting

Services Agreement, a Loan Agreement, a Power of Attorney Agreement, a Call Option Agreement, and a Share Pledge Agreement in order to

secure the connection and commitments of JiuGe Technology.

We operate our mobile payment platform business through JiuGe Technology.

The VIE Agreements included:

a consulting services agreement through which JiuGe Management is mainly engaged in data marketing, technical services, technical consulting and business consultancy to JiuGe Technology (the “ JiuGe Technology Consulting Services Agreement ”).

This agreement was duly signed among the WFOE and the VIE.

Under this agreement, the WFOE will provide the following services to the VIE on an exclusive basis:

(i) providing a comprehensive solution for all technical issues required for the VIE’s business;

(ii) providing training to the professional technicians of the VIE;

(iii) assisting the VIE in collecting technical and commercial information and conducting market surveys;

(iv) assisting the VIE in procuring business opportunities to obtain contracts awarded by the telecom carries in China and maintaining the commercial relationship with the telecom carriers;

(v) introducing clients to the VIE and assisting the VIE in developing commercial and cooperative relationship with the clients;

(vi) providing suggestions and opinions on establishment and improvement of the VIE’s corporate structure, management system and departmental organization;

(vii) assisting the VIE in formulating annual business plans, the draft of which shall be made available to WFOE by the VIE prior to the end of November each year;

(viii) granting license to the VIE to use WFOE’s intellectual property necessary for the services;

and (ix) providing other consulting and technical services at the request of the VIE.

The VIE will pay to the WFOE service fees equivalent to the after-tax net profits distributable by the VIE to its shareholder each year, as set forth in the audited financial statements in accordance with the PRC accounting standards, ensuring all the distributable profits of the VIE will be dispatched to the WFOE.

The VIE may not assign any of its rights and obligations under the JiuGe Technology Consulting Services Agreement without prior written consent of the WFOE.

This agreement ensures that the WFOE and investors will be able to legally obtain the profits of the VIE, and transfer them to the WFOE more conveniently in the form of “service fee”;

a loan agreement through which JiuGe Management grants loans to Ms.

Li Li, as the sole shareholder of JiuGe Technology for the purpose of capital contribution (the “ JiuGe Technology Loan Agreement ”).

Under this agreement, JiuGe Management loaned RMB 10,000,000 to Ms.

Li Li, as the sole shareholder of the VIE, solely for the purpose of funding the capital contribution of the subscribed capital of the VIE.

The loan amount has now been increased to RMB50,000,000.

The WFOE has the right to convert the whole or any part of the outstanding principal amount into the equity interests in the VIE and may demand repayment of any or all of the principal amount/ As security for performance and discharge of Ms.

Li Li’s obligations under the JiuGe Technology Loan Agreement, Ms.

Li Li pledged 100% equity interests in JiuGe Technology, representing the entire registered capital of the VIE, by way of first-ranking security to the WFOE.

This agreement could constrain Ms.

Li Li to cooperate with WFOE’s instructions and avoid damaging the rights and interests of the WFOE and investors;

a power of attorney agreement under which the owner of JiuGe Technology has vested their collective voting control over JiuGe Technology to JiuGe Management and will only transfer their equity interests in JiuGe Technology to JiuGe Management or its designee(s) (the “ JiuGe Technology Power of Attorney Agreement ”).

The Power of Attorney Agreement was duly issued by Ms.

Li Li to the WFOE.

Under the JiuGe Technology Power of Attorney Agreement, the WFOE is the exclusive agent who may exercise, at WFOE’s sole discretion, all the rights and powers in respect of all the 100% equity interests held by Ms.

Li Li in the VIE on Ms.

Li Li’s behalf, including without limitation to propose to convene, attend and vote at the shareholder’s meeting of the VIE.

Li Li cannot assign her rights and obligations under the JiuGe Technology Power of Attorney Agreement without prior written consent of the WFOE and the WFOE will bear its own costs, expenses and fees in connection with performance of the JiuGe Technology Power of Attorney Agreement.

This agreement ensures that the WFOE can replace Ms.

LI Li in the operation and management of the VIE, and controlling its assets;

a call option agreement under which the owner of JiuGe Technology has granted to JiuGe Management the irrevocable and unconditional right and option to acquire all of their equity interests in JiuGe Technology or transfer these rights to a third party (the “ JiuGe Technology Call Option Agreement ”).

This agreement was duly signed by and among Ms.

Li Li, the WFOE and the VIE.

Under this agreement, the WFOE has an exclusive, irrevocable and unconditional option to purchase or to designate a third party to purchase 100% equity interests of the VIE at RMB one (1) yuan or the lowest amount of consideration permitted under the laws of PRC at any time, giving the WFOE a sole discretion to exercise such option at any time and in any manner as permitted by the laws of PRC.

Pursuant to the JiuGe Technology Call Option Agreement, Ms.

Li Li may not, without prior written consent of the WFOE:

(i) transfer or dispose of the equity interests in the VIE or the assets of the VIE in any manner;

(ii) create any encumbrance of any kind over the equity interests in the VIE, other than the VIE Agreements;

and (iii) resolve to or procure the VIE to:

(a) change its registered capital;

(b) amend its articles of association;

(d) appoint, remove or replace its senior management;

(e) make or receive investment of any kind or merge or consolidate with any entity;

(f) change information filed at the competent authorities in the PRC;

(g) make any lending or borrowing or provide security of any kind;

(h) pay, make or declare any dividend, charge, fee or other distribution of any kind;

(i) incur, create or permit to subsist or have any outstanding financial indebtedness;

(j) enter into any agreements that conflict with the JiuGe Technology Call Option Agreement;

or (k) do any acts that would adversely impair the VIE’s ability to perform the obligations under the VIE Agreements.

Li Li nor the VIE may assign any of its rights and obligations under the agreement without the prior written consent of WFOE or unilaterally terminate the agreement.

This agreement is one of the guarantees for WFOE and investors to ensure that the VIE will not have any potential equity changes that endanger the rights and interests of WFOE and investors;

a share pledge agreement under which the owner of JiuGe Technology has pledged all of their rights, titles and interests in JiuGe Technology to JiuGe Management to guarantee JiuGe Technology’s performance of its obligations under the JiuGe Technology Consulting Services Agreement (the “ JiuGe Technology Share Pledge Agreement ”).

This agreement was duly signed among Ms.

Li Li, the WFOE and the VIE.

Under this agreement, all the equity interests of the VIE held by Ms.

Li Li were pledged to the WFOE, giving the WFOE a right to exercise the share pledge where Ms.

Li Li or the VIE violates the VIE Agreements.

This measure under this agreement will result in the equity of the VIE being locked, making it impossible for any third party to legally obtain the equity of the VIE without the prior consent of the WFOE.

Our PRC counsel has reviewed these agreements and

believes that all the VIE Agreements were duly signed and are not in violation of applicable laws of PRC.

We are of the opinion that the

VIE Agreements are valid and giving the WFOE a full control over the VIE in respect of the current and effective PRC laws and regulations.

However, the VIE Agreements have never been challenged or recognized in court for the time being, and the PRC government may determine

that the VIE Agreements are not in compliance with applicable PRC laws, rules and regulations compared with direct ownership, they may

be less effective in controlling through the VIE structure.

In the first half of 2018, JiuGe Technology established

contracts with China Unicom and China Mobile, initiating the provision of mobile data services to businesses and corporations in key provinces/municipalities

including Chengdu, Jiangxi, Jiangsu, Chongqing, Shanghai, Zhuhai, Zhejiang, Shaanxi and Inner Mongolia.

As with all dynamic markets, the

specifics of our operational contracts have naturally evolved over time but our dedication to these provinces is unwavering, and we consistently

enhance our service and product offerings to ensure optimal service.

Additionally, as we continue to grow, there is the potential for

our reach to expand into additional provinces in the PRC.

In September 2018, JiuGe Technology launched and commercialized

mobile payment and recharge services to businesses for China Unicom.

The JiuGe Technology mobile payment and recharge platform enables

the seamless delivery of real-time payment and recharge services to third-party channels and businesses.

We earn a negotiated rebate amount

from each of China Unicom and China Mobile for all monies paid by consumers to China Unicom and China Mobile that we process.

consumers to utilize our portal instead of using our competitors’ platforms or paying China Unicom or China Mobile directly, we

offer mobile data and talk time at a rate discounted from these companies’ stated rates, which are also the rates we must pay to

them to purchase the mobile data and talk time provided to consumers through the use of our platform.

Accordingly, we earn income on the

rebates we receive from the telecommunications companies, reduced by the amounts by which we discount the mobile data and talk time sold

through our platform.

In October 2018, China Unicom and China Mobile awarded

JiuGe Technology with contracts that established partnerships for data analysis, that could unlock potential value-added services.

This description of the VIE Agreements discussed above

does not purport to be complete and are qualified in their entirety by reference to the terms of the VIE Agreements, which were filed

as exhibits to our Current Report on Form 8-K filed with the SEC on December 27, 2018 and are incorporated by reference herein.

translation version of the JiuGe Technology Share Pledge Agreement was filed as Exhibit 10.6 to our Form S-1/A (Amendment No.

with the SEC on January 5, 2023, and is incorporated by reference herein.

The Company’s operations in the PRC require

specific licenses and permits.

Its VIE and related operating entities hold value-added telecommunications business licenses issued by

the Ministry of Industry and Information Technology (“ MIIT ”).

These licenses are necessary for providing mobile payment,

recharge, and messaging services in China.

VIE Structure

The Company conducts a substantial portion of its

operations in China through VIE arrangements.

These arrangements consist of a series of contractual agreements (the “ VIE Agreements ”)

between the Company’s WFOE and the VIE, along with its shareholder, pursuant to which JiuGe Technology became the Company’s

contractually controlled affiliate.

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 the VIE.

The purpose of these agreements is to give the Company

effective control over the VIE and to enable it to receive the majority of the economic benefits from its operations.

However, the Company

lacks direct equity ownership in the VIE, which means these arrangements may not be as effective as direct ownership.

The enforceability of the VIE agreements under PRC

law remains uncertain, and there is no guarantee that the Company will be able to maintain effective control over the VIE.

Risk Factors—Risks Related to VIE Agreements.”

Acquisition of Operational Control of Beijing

On March 7, 2019, the Company acting through JiuGe

Technology acquired operational control of Beijing Technology, a company in the business of providing mass SMS text services to businesses

looking to communicate with large numbers of their customers and prospective customers.

Through Beijing Technology, the Company entered

into the business of mass SMS text message service as a compliment to its mobile payment and recharge business.

The mass SMS text message

service offers bulk SMS services to end consumers with competitive pricing.

Currently, the Company’s SMS integrated platform is

processing more than 150 million SMS text messages per month.

Beijing Technology retains a license from the Ministry of Industry and Information

Technology (“ MIIT ”) to operate SMS and MMS business in the PRC.

Similar to the mobile recharge business, Beijing Technology

is required to make a deposit or bulk purchase in advance and has secured business customers that will utilize Beijing Technology’s

SMS integrated platform to send bulk SMS text messages monthly.

Beijing Technology has the capability to manage and track the entire process,

including to assist the Company’s clients to fulfil the government guidelines, until the SMS messages have been delivered successfully.

China Unicom Cooperation Agreement

On July 7, 2019, JiuGe Technology entered into that

certain Yunnan Unicom Electronic Sales Platform Construction and Operation Cooperation Agreement (the “ Cooperation Agreement ”)

with China United Network Communications Limited Yunnan Branch (“ China Unicom Yunnan ”).

Under the Cooperation Agreement,

JiuGe Technology is responsible for constructing and operating China Unicom Yunnan’s electronic sales platform through which consumers

can purchase various goods and services from China Unicom Yunnan, including mobile telephones, mobile telephone service, broadband data

services, terminals, “smart” devices and related financial insurance.

The Cooperation Agreement provides that JiuGe Technology

is required to construct and operate the platform’s webpage in accordance with China Unicom Yunnan’s specifications and policies,

and applicable law, and bear all expenses in connection therewith.

As consideration for the services it provides under the Cooperation

Agreement, JiuGe Technology receives a percentage of the revenue received from all sales it processes for China Unicom Yunnan on the platform.

The Cooperation Agreement expires three years from

the date of its signature, subject to a yearly auto-renewal clause, which is currently in an auto-renewal period, but it may be terminated

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

The Cooperation Agreement

contains customary representations from each party regarding such party’s authority to enter into and perform under the Cooperation

Agreement, and provides customary events of default, including for various types of failure to perform.

Any disputes arising between the

parties under the Cooperation Agreement will be adjudicated in Chinese courts.

This description of the Cooperation Agreement does

not purport to be complete and is qualified in its entirety by reference to the terms of the Cooperation Agreement, which was filed as

an exhibit to our Current Report on Form 8-K filed with the SEC on November 9, 2019 and is incorporated by reference herein.

In January 2022, TengLian (a 99% owned subsidiary

of JiuGe Technology) signed a co-operation agreement with China Unicom to launch the Device Protection program for mobile phones and the

new 5G phones.

The Company acting through the VIE expanded its telecommunications

services through the acquisition of operational control of Beijing XunLian TianXia Technology Co., Ltd.

(“ Beijing Technology ”),

which provides enterprise messaging solutions, including short message services (“ SMS ”) and multimedia messaging services

(“ MMS ”), for enterprise customers.

This service complements the Company’s mobile payment and recharge offerings

and operates under licenses issued by the MIIT.

Strategic Cooperation with China Unicom

The Company, through its VIE, JiuGe Technology, has

established cooperative arrangements with China United Network Communications Limited and its regional branches, including China Unicom

These arrangements represent a key component of the Company’s telecommunications ecosystem and support its transaction-based

service model.

Under these cooperation arrangements, JiuGe Technology

is responsible for constructing and operating electronic sales platforms and related services through which consumers may purchase telecommunications

products and services, including mobile devices, mobile service plans, broadband services, and related offerings.

The Company receives

a share of the revenue generated from transactions processed through these platforms.

The Company believes these arrangements enhance its

integration with major telecommunications operators in China and provide opportunities to increase transaction volume and service penetration.

The extent of revenue generated from these arrangements depends on transaction activity, customer adoption, and ongoing commercial cooperation

with the relevant counterparties.

In addition, in January 2022, TengLian, a subsidiary

of JiuGe Technology, entered into a cooperation arrangement with China Unicom to support device protection programs for mobile and 5G

This initiative expands the Company’s involvement in value-added telecommunications services and may enhance its broader

service offerings.

These cooperative arrangements are subject to customary

commercial terms, including renewal provisions and termination rights, and their continuation and financial contributions will depend

on ongoing performance, regulatory conditions, and market demand

Intercorporate Relationships

45 unchanged sentences

also subject to the risks and uncertainties about any future actions of the Chinese government in this regard that could disallow the

VIE structure, which would likely result in a material change in our operations and may cause the value of our Common Shares to depreciate

significantly or become worthless.

VIE structure, which would likely result in a material change in our operations and may cause the value of our shares of common stock

(“ Common Shares ”) to depreciate significantly or become worthless.

The VIE Agreements may not be as effective as direct

20 unchanged sentences

we and the VIE are not required to seek permissions from the CSRC, the CAC, or any other entity that is required to approve of the operations

of the VIE, other than a value-added telecommunications business licence, which has already been obtained.

of the VIE, other than a value-added telecommunications business license, which has already been obtained.

Nevertheless, Chinese regulatory

authorities may in the future promulgate laws, regulations or implement rules that require us, our subsidiaries or the VIEs to obtain

permissions from such regulatory authorities to approve the operations of the VIE or any securities listing.

The Company is a mobile data specialist company incorporated

in Delaware, USA, with its head office located at 111 Somerset Road, Level 3, Singapore 238164.

As described elsewhere in this Quarterly

Report, our Company has been organized as a holding company and conducts a significant part of our operations through our subsidiaries

and through contractual arrangements with JiuGe Technology, a VIE based in China.

The Company operates the following lines of business:

(i) Telecommunications Products and Services;

(ii) Value Added Products and Services (iii) Short Message Services (“ SMS ”)

and Multimedia Messaging Services (“ MMS ”);

(iv) a Rich Communication Services (“ RCS ”) platform;

(v) Big Data Insights;

and (vi) a Video Games Division (inactive).

permissions from such regulatory authorities to approve the operations of the VIE.

The Company is a mobile services, data, and technology

company incorporated in Delaware, USA, with its head office located at 111 Somerset Road, Level 3, Singapore 283164.

As described elsewhere

in this Quarterly Report, the Company has been organized as a holding company and conducts a significant part of its operations through

its subsidiaries and through contractual agreements with JiuGe Technology, the VIE based in China.

The Company indirectly owns 100% of

the equity of JiuGe Management, a WFOE that has entered into the VIE Agreements which gives the Company operational control over JiuGe

Technology and consolidates its financial results.

The Company organizes its operations across four primary

(i) telecommunications products and services, (ii) marketplace platform and digital commerce infrastructure solutions, (iii) data

and analytics platform solutions, and (iv) advanced technology and platform solutions.

The Company’s strategic focus is to continue

operating and optimizing its telecommunications products and services business while expanding its higher-margin, technology-driven platform

These offerings include the development and commercialization of its marketplace platforms, data analytics solutions (including

applications for insurance and financial services), and critical infrastructure technology platforms.

The Company is also focused on enhancing

its underlying technology capabilities, including platform scalability, data processing, and system integration, to support growth across

multiple industry verticals.

The timing and extent of growth in these areas will depend on factors such as market adoption, competitive

conditions, regulatory developments, and the Company’s ability to execute its platform development and commercialization strategies.

Business Segments

The Company operates an integrated portfolio of technology-driven

platforms and services across four core areas:

(i) telecommunication products

and services,

(ii) marketplace platform and

digital commerce infrastructure solutions,

(iii) data and analytics platform

solutions, and

(iv) advanced technology and platform

These offerings leverage the Company’s technological

capabilities across multiple industry applications, with a focus on scalable and extensible platform architectures.

Telecommunications Products and Services

The Company’s current product mix consisting

of payment and recharge services, data plans, subscription plans, mobile phones, loyalty points redemption and other products bundles

mobile protection plans).

Chinese mobile phone consumers often utilize third-party e-marketing websites to pay their phone bills.

If the consumer connected directly to the telecommunications provider to pay his or her bill, the consumer would miss out on any benefits

or marketing discounts that e-marketers provide.

Thus, consumers log on to these e-marketer’s websites, click into their respective

phone provider’s store, and “top up,” or pay, their telecommunications provider for additional mobile data and talk

To connect to the respective mobile telecommunications

providers, these e-marketers must utilize a portal licensed by the applicable telecommunication company that processes the payment.

have been granted one of these licenses by China United Network Communications Group Co., Ltd.

(“ China Unicom ”) and

China Mobile Communications Corporation (“ China Mobile ”), each of which is a major telecommunications provider in China.

We principally earn revenue by providing mobile payment and recharge services to customers of China Unicom and China Mobile.

We conduct our mobile payment business through JiuGe

Technology, our VIE.

In the first half of 2018, JiuGe Technology secured contracts with China Unicom and China Mobile to distribute mobile

data for businesses and corporations in nine provinces/municipalities, namely Chengdu, Jiangxi, Jiangsu, Chongqing, Shanghai, Zhuhai,

Zhejiang, Shaanxi, Inner Mongolia, Henan and Fujian.

In September 2018, JiuGe Technology launched and commercialized mobile payment and

recharge services to businesses for China Unicom.

In May 2021, JiuGe Technology signed a volume-based agreement with China Mobile Fujian

to offer recharge services to the Fujian province which we have launched and commercialized in November 2021.

The JiuGe Technology mobile payment and recharge platform

enables the seamless delivery of real-time payment and recharge services to third-party channels and businesses.

We earn a rebate from

each telecommunications company on the funds paid by consumers to the telecommunications companies we process.

To encourage consumers

to utilize our portal instead of using our competitors’ platforms or paying China Unicom or China Mobile directly, we offer mobile

data and talk time at a rate discounted from these companies’ stated rates, which are also the rates we must pay to them to purchase

the mobile data and talk time provided to consumers through the use of our platform.

Accordingly, we earn income on the rebates we receive

from China Unicom and China Mobile, reduced by the amounts by which we discount the mobile data and talk time sold through our platform.

FingerMotion started and commercialized its “Business

to Business” (“ B2B ”) model by integrating with various e-commerce platforms to provide its mobile payment and

recharge services to subscribers or end consumers.

In the first quarter of 2019, FingerMotion expanded its business by commercializing

its first “Business to Consumer” (“ B2C ”) model, offering the telecommunication providers’ products

and services, including data plans, subscription plans, mobile phones, and loyalty points redemption, directly to subscribers or customers

of the e-commerce companies, such as PinDuoDuo.com, TMall.com, and JD.Com.

The Company plans to further expand its universal exchange

platform by setting up B2C stores on several other major e-commerce platforms in China.

In addition, we have been designated as one of

China Mobile’s loyalty redemption partners, which allows us to provide such services for their customers via our platform.

Additionally, as previously disclosed, on July 7,

2019, JiuGe Technology, our VIE, entered into that certain Cooperation Agreement with China Unicom Yunnan, whereby JiuGe Technology is

responsible for constructing and operating China Unicom’s electronic sales platform through which consumers can purchase various

goods and services from China Unicom, including mobile telephones, mobile telephone service, broadband data services, terminals, “smart”

devices and related financial insurance.

The Cooperation Agreement provides that JiuGe Technology is required to construct and operate

the platform’s webpage in accordance with China Unicom’s specifications and policies, and applicable law, and bear all expenses

in connection therewith.

As consideration for the service JiuGe Technology provides under the Cooperation Agreement, it receives a percentage

of the revenue received from all sales it processes for China Unicom on the platform.

The Cooperation Agreement expires three years from

the date of its signature with a yearly auto-renewal clause, which is currently in an auto-renewal period, but it may be terminated by

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

In March 2020, FingerMotion secured a contract with

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

In February 2021, we increased the mobile phones sales

to end users using all of our platforms.

This business will continue to contribute to the overall revenue for the group as part of our

offering to our customers.

During the recent fiscal year, the Company expanded

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

Value Added Product and Services

The Company continues to evaluate and develop value-added

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

In 2022, our contractually

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

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

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

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

solutions in cooperation with telecom operators.

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

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

These services complement our telecommunication

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

market opportunities.

SMS and MMS Services

On March 7, 2019, the Company, acting through JiuGe

Technology, acquired operational control of Beijing XunLian TianXia Technology Co., Ltd.

(“ Beijing Technology ”), a

company in the business of providing mass SMS text services to businesses looking to communicate with large numbers of their customers

and prospective customers.

With this acquisition, the Company expanded into a second partnership with the telecom companies by acquiring

bulk SMS and MMS bundles at reduced prices and offering bulk SMS services to end consumers with competitive pricing.

Beijing Technology

retains a license from MIIT to operate the SMS and MMS business in the PRC.

Similar to the mobile payment and recharge business, Beijing

Technology is required to make a deposit or bulk purchase in advance and has secured business customers, including premium car manufacturers,

hotel chains, airlines and e-commerce companies, that utilize Beijing Technology’s SMS integrated platform to send bulk SMS text

messages monthly.

Beijing Technology has the capability to manage and track the entire process, including guiding the Company’s

customer to meet MIIT’s guidelines on messages composed, until the SMS messages have been delivered successfully.

Rich Communication Services

In March 2020, the Company began the development of

an RCS platform, also known as Messaging as a Platform (“ MaaP ”).

This RCS platform will be a proprietary business messaging

platform that enables businesses and brands to communicate and service their customers on the 5G infrastructure, delivering a better and

more efficient user experience at a lower cost.

For example, with the new 5G RCS message service, consumers will have the ability to list

available flights by sending a message regarding a holiday and will also be able to book and buy flights by sending messages.

allow telecommunication providers like China Unicom and China Mobile to retain users on their systems, without having to utilize third

party apps or log onto the Internet, which will increase their user retention.

We expect this to open up a new marketing channel for the

Company’s current and prospective business partners.

Currently, the deployment of this RCS platform is under review, with discussion

ongoing among government bodies, major service providers, and telecommunication companies.

These deliberations aim to assess the potential

market impacts and establish the necessary consents before the launch, considering the significant changes the platform may introduce

to user interactions with existing services.

The discussion seeks to ensure that all stakeholders’ concerns are addressed comprehensively.

Once these issues are resolved and the necessary approval is obtained, we anticipate a substantial enhancement in our service offerings

and an expansion of our market reach.

Big Data Insights

In July 2020, the Company launched its proprietary

technology platform “Sapientus” as its big data insights arm to deliver data-driven solutions and insights for businesses

within the insurance, healthcare, and financial services industries.

The Company, acting primarily through its indirect wholly-owned subsidiary,

Finger Motion Financial Company Limited (“ FMFCL ”) applies its vast experience in the insurance and financial services

industry and capabilities in technology and data analytics to develop revolutionary solutions targeted towards insurance and financial

Integrating diverse publicly available information, insurance and financial based data with technology and finally registering

them into the FingerMotion telecommunications and insurance ecosystem, the Company would be able to provide functional insights and facilitate

the transformation of key components of the insurance value chain, including driving more effective and efficient underwriting, enabling

fraud evaluation and management, empowering channel expansion and market penetration through novel product innovation, and more.

objective is to promote, enhance, and deliver better value to our partners and customers.

The Company’s proprietary risk assessment engine

offers standard and customized scoring and appraisal services based on multi-dimensional factors.

The Company has the ability to provide

potential customers and partners with insights-driven and technology-enabled solutions and applications, including preferred risk selection,

precision marketing, product customization, and claims management (e.g., fraud detection).

The Company’s mission is to deliver the

next generation of data-driven solutions in the financial services, healthcare, and insurance industries resulting in more accurate risk

assessments, more efficient processes, and a more delightful user experience.

On or around January 25, 2021, FMFCL entered into

a services agreement with Pacific Life Re, a global life reinsurer serving the insurance industry with a comprehensive suite of products

The Company offers telecommunications-related services

in the PRC through its subsidiaries and VIE structure.

This segment includes mobile payment and recharge services, as well as enterprise

messaging services such as SMS and MMS.

These services historically represent a significant portion of the Company’s revenue.

The Company conducts its operations through JiuGe

Mobile Payment and Recharge Services

The Company provides mobile airtime and data recharge

services to telecommunications carriers and channel partners, allowing end users to purchase prepaid mobile credits through its platform.

The Company procures airtime and data packages in bulk from telecommunications operators and distributes them through a network of enterprise

customers, digital platforms, and other distribution channels.

JiuGe Technology holds licensed access agreements

with major Chinese telecom providers, including China Mobile Communications Corporation (“ China Mobile ”) and China

United Network Communications Group Co., Ltd.

(“ China Unicom ”).

Through these arrangements, JiuGe Technology offers

mobile payment and recharge services, earning revenue from transaction rebates paid by telecom operators.

The platform provides real-time payment and recharge

services to third-party businesses, e-commerce channels, and online marketplaces such as JD.com, Pinduoduo, and Tmall.

JiuGe Technology

generates revenue by processing payments for telecom services and receiving rebates from telecom operators.

To attract users, it may offer

discounted data or talk-time packages through its platform.

Additionally, the Company serves as a loyalty redemption agent for China Mobile,

allowing customers to redeem telecom loyalty benefits through its platform.

In 2019, JiuGe Technology entered into an agreement

with China Unicom’s Yunnan division to build and operate an online sales platform for telecom-related products and services, including

mobile phones, broadband services, smart devices, and related insurance offerings.

Under this arrangement, JiuGe Technology receives a

percentage of the sales revenue generated through the platform.

The Company has also secured contracts with China

Mobile and China Unicom to acquire new telecom subscribers and continues to expand mobile phone sales through its online channels.

Enterprise Messaging Services (SMS and MMS)

The Company provides enterprise messaging services

through Beijing Technology, which it controls operationally via JiuGe Technology.

Beijing Technology is licensed by the MIIT to provide

SMS and MMS services in the PRC.

The Company procures messaging capacity in bulk and

delivers these services to enterprise customers, including automobile manufacturers, hotel chains, airlines, and e-commerce companies.

Its integrated messaging platform enables enterprise customers to manage high-volume messaging campaigns, ensuring compliance with relevant

regulatory requirements for message content and distribution, and provides delivery tracking capabilities.

Marketplace Platform and Digital Commerce Infrastructure

The Company develops mobile-first, online-to-offline

(“ O2O ”) marketplace platform solutions designed to connect consumers with service providers and vendors of products

and services.

In December 2021, the Company, acting through JiuGe

Technology, formed a collaborative research alliance with Munich Re in extending behavioral analytics to enhance understanding of morbidity

and behavioral patterns in the Chinese market, with the goal of creating value for both insurers and the end insurance consumers through

better technology, product offerings, and customer experience.

As part of its regional initiatives, the Company also

entered into an agreement with PT Mach Wireless Teknologi in Indonesia to explore the introduction of an AI-powered insurance risk rating

Building on these earlier initiatives, the Company

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

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

IME is positioned

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

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

Smart Mobility Solution

FingerMotion’s Advanced Mobile Integrated Command

and Communication Platform (the “ C2 Platform ”), saw considerable advancements during the fiscal year ended February

Designed to support mission-critical mobile communications for public safety agencies, emergency response teams, and industrial

sectors, the C2 Platform is built on FingerMotion’s telecommunications infrastructure, leveraging 5G connectivity and cloud-based

technology to offer real-time data sharing, geospatial mapping, and situational awareness.

During the fiscal year ended February 28, 2025, we

expanded the deployment of the C2 Platform into pilot regions, establishing partnerships with automotive manufacturers and industrial

These partnerships enabled us to showcase the platform's capabilities, including mobile video feeds, real-time GPS tracking,

and AI-driven analytics for improving public safety operations.

Our C2 Platform is positioned to serve both public sector agencies and

private sector enterprises in high-risk areas such as disaster management, fleet operations, and emergency response missions.

We expect these deployments to scale up during the

fiscal year ending February 28, 2026, with further geographic expansion planned for key markets in China.

These developments are expected

to drive revenue growth from enterprise sales, government contracts, and strategic partnerships.

The platform integrates core marketplace functionalities, including service discovery, provider matching, booking and scheduling,

payment processing, and post-transaction feedback mechanisms.

The Marketplace Platform and Digital Commerce Infrastructure

segment is designed to be scalable and extensible across multiple service-based and transaction-oriented industry verticals.

focuses on ongoing technology development and platform enhancement, including improvements to system performance, user experience, data

analytics integration, and transaction processing efficiency.

These initiatives are intended to enhance user engagement, improve transaction

conversion rates, and support long-term scalability.

The Company intends to generate revenue from its Marketplace

Platform and Digital Commerce Infrastructure services through transaction-based fees, subscription arrangements, advertising services,

and other value-added offerings.

The timing and extent of revenue generation will depend on factors such as market adoption, platform

scalability, competitive conditions, regulatory developments, and the Company’s ability to execute its commercialization strategy.

DaGe Platform

The DaGe platform, FingerMotion’s integrated

marketplace for automotive products and services, continued its expansion in the fiscal year ended February 28, 2025.

The platform offers

a range of services, such as vehicle maintenance, repair, tire replacement, and EV charging, catering to the growing EV market.

increasing adoption of EVs, the demand for EV charging stations and related services has been a significant growth driver for DaGe.

During the fiscal year ended February 28, 2025, we

expanded our network of service providers, onboarded additional automotive maintenance providers, and onboarded more EV charging stations

into the platform.

We also enhanced user experience by offering location-based, proximity recommendations, real-time pricing, and seamless

transaction processing, all within the mobile app.

The increase in user engagement on the DaGe platform resulted in higher transaction

volumes, which directly contributed to revenue growth in this segment.

Additionally, we leveraged our existing telecommunications

infrastructure to expand the platform’s reach, capitalizing on cross-promotion opportunities within our mobile services business.

The introduction of loyalty programs and seasonal promotions helped retain users and drive repeat business, thereby further strengthening

the platform’s position in the market.

As we look ahead, we plan to continue expanding DaGe’s offerings by targeting new markets

and forming strategic partnerships with both local and national service providers.

Building on the momentum from the previous fiscal

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

We focused on strengthening relationships with

service providers, enhancing user experience, and selectively expanding coverage across key regions.

Ongoing efforts to refine platform

functionality and deepen user engagement are aligned with our broader strategy to scale DaGe’s presence in the automotive services

and EV ecosystem.

We also continued to leverage synergies with our telecommunications business to support user acquisition and platform

The DaGe Platform is a digital marketplace designed

to connect automotive owners with service providers and vendors of automotive-related products and services.

This platform facilitates

various services, including vehicle maintenance, repair, tire replacement, and electric vehicle (EV) charging, as well as the sale of

automotive accessories.

The platform includes functionality for service discovery,

booking management, payment processing, and user feedback, and is intended to support mobility-related applications.

The DaGe Platform is part of the Company’s Marketplace

Platform and Digital Commerce Infrastructure services initiatives and is at early stages of development.

These activities may require

ongoing investment and may not generate significant revenue in the near term.

The Company may seek to generate revenue from this platform

through transaction-based fees, subscriptions, advertising, and related services;

however, the timing and extent of such revenue remain

uncertain and will depend on market adoption, platform development, and regulatory conditions.

JiuGe Procurement Platform

The JiuGe Procurement Platform is an enterprise procurement

solution operated by JiuGe Technology and is included within the Company’s Marketplace Platform and Digital Commerce Infrastructure

The platform is designed to support JiuGe Technology’s

mobile recharge business by centralizing supplier product catalogues and facilitating procurement workflows for employee benefits, customer

rewards, and promotional campaign distribution.

The goal is to improve procurement efficiency, supplier coordination, and internal resource

Data And Analytics Platform Solutions

The Company provides data analytics and data-driven

solutions through its Sapientus platform to insurance companies, financial service providers, and enterprise customers.

This segment represents

a key strategic focus and is intended to support the Company’s transition toward higher-margin and scalable services.

Sapientus aggregates and processes large volumes of

structured and unstructured data from multiple sources to generate analytical insights and reporting outputs that support decision-making

in sectors such as insurance, financial services, and mobility.

The platform is designed to support risk assessment, trends identification,

customer segmentation, marketing analysis, and related business operations.

The Company continues to invest in expanding its data

capabilities and analytical models.

The performance and growth of this segment may be affected by market acceptance, regulatory developments,

and the Company’s ability to access and utilize data in compliance with applicable laws and regulations.

Advanced Technology and Platform Solutions

The Company develops advanced technology and platform

solutions designed for enterprise and mission-oriented environments that require real-time communication, coordination, and operational

management capabilities.

These solutions are intended to support complex workflows across a range of industry applications where reliability,

performance, and system integration are important.

The Company, through its VIE, JiuGe Technology, has

developed a C2 Platform focused on communications and operational coordination for mobility-related applications, including emergency

response, logistics, and specialized field operations.

The C2 Platform represents the Company’s initial

deployment of its technology in mission-critical and public infrastructure environments that support public safety and operational coordination.

The platform reflects the Company’s ability to design and implement system-level software solutions intended to operate in environments

requiring reliability, performance, and continuity of service.

The Company intends to leverage its experience and

technical capabilities developed through the C2 Platform to evaluate and pursue opportunities in other areas of critical infrastructure.

These potential applications may include public safety systems, transportation networks, emergency response coordination, and other large-scale

operational environments, subject to customer demand, technical feasibility, and regulatory considerations.

The C2 Platform integrates mobile communications,

data processing, and system coordination functions to facilitate information sharing between field personnel and centralized command centres.

This platform is designed to support real-time data transmission, remote monitoring, and coordination of field operations.

The Company’s C2 Platform initiatives focus

on developing and deploying communication and platform solutions for commercial and specialty vehicles.

These solutions aim to enhance

situational awareness, fleet coordination, and remote operations across various use cases, including emergency response, logistics, and

infrastructure services.

The C2 Platform is currently in the commercialization stage and is being introduced to enterprise and public-sector

customers through pilot deployments, procurement processes, and direct engagement activities.

The timing and extent of future revenue

generation will depend on a number of factors, including customer adoption, procurement cycles, competitive conditions, and the successful

scaling of deployments across additional jurisdictions and applications.

Recent Developments

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

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

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

agreement pursuant to which we caused JiuGe Management to acquire all of the intellectual property (including, without limitation, all

of the inventions, software in source code or object code, trademarks, copyrights and trade secrets) underpinning our DaGe platform, in

consideration of the issuance by us to Shanghai Jihaohe on October 2, 2025, of 1,500,000 fully-paid and non-assessable shares of our common

stock at a deemed issuance price of $1.57 per share.

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

(the “ Sales Agreement”) with R.F.

Lafferty & Co., Inc.

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

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

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

Upon delivery of a “Placement Notice”

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

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

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

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

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

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

We acknowledge and agree that (i) there can

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

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

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

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

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

and expressly set forth in a Placement Notice.

The Sales Agreement may be terminated by the either

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

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

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

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

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

exceed $40,000.

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.

The financing was undertaken to support working capital requirements, ongoing

operations and strategic initiatives.

Results of Operations

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

November 30, 2024

Three Months Ended May 31, 2026 Compared to Three Months Ended

The following table sets forth our results of operations

1 unchanged sentence

For the three months ended

November 30, 2025

November 30, 2024

Cost of revenue

$ (8,306,222 )

$ (8,090,509 )

Total operating expenses

11 unchanged sentences

Diluted Loss Per Share attributable to the Company

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

the periods indicated:

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

of business for the periods indicated:

For the three months ended

November 30, 2025

November 30, 2024

Telecommunication Products & Services

DaGe Platform

Command & Communication

Marketplace Platform & Digital Commerce Infrastructure Solutions

Advanced Technology & Platform Solutions

Data & Analytics Platform Solutions

Total Revenue

We recorded $650,089 in revenue for the three months

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

The decrease was primarily

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

from the Command & Communication segment.

ended May 31, 2026, a decrease of $7,808,654 or 92%, compared to $8,458,743 for the three months ended May 31, 2025.

The decrease was

primarily attributed to decreases in revenue of $7,808,582 and $27,310 from our Telecommunication Product & Services segment and Data

& Analytics Platform Solutions segment, respectively.

These decreases were partially offset by increases in revenue of $1,001 and

$26,237 from our Marketplace Platform & Digital Commerce Infrastructure Solutions and Advanced Technology & Platform Solutions,

respectively.

We principally earn revenue by providing mobile payment

and recharge services to customers of telecommunications companies in China.

Specifically, we earn a negotiated rebate amount from the

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

This operating model requires working

capital to support transaction volumes.

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

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

As a result, transaction volumes declined during the

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

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

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

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

Revenue remained limited during the quarter as operational and promotional

activities were constrained by limited working capital.

The Command and Communication segment generated $31,051

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

The quarter-over-quarter increase reflects

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

Despite the increase, revenue

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

The Big Data segment generated revenue of $126 during

Activity in this segment remained limited during the period.

This operating model requires working capital to support

transaction volumes with telecommunications operators and platform partners.

During the three-month period ending May 31, 2026, revenue

in this segment decreased significantly compared to the prior year period, primarily due to lower transaction volume.

The lower transaction

volume was attributable to the Company’s available working capital position during the period.

Management continues to monitor transaction

volumes, collection cycles and working capital allocation, and intends to deploy available capital selectively based on liquidity, commercial

demand and expected returns.

Revenue from our Marketplace Platform & Digital

Commerce Infrastructure Solutions segment remained limited during the period.

The DaGe platform and related marketplace initiatives remain

at an early stage of commercialization, and revenue will depend on user adoption, business development activities, platform scaling, and

available working capital.

Revenue from our Advanced Technology and Platform

Solutions segment increased to $135,478 for the three-months ended May 31, 2026, compared to $109,241 for the three-months ended May 31,

Revenue in this segment was primarily project-based and related to delivery and deployment activities under the Company’s

command and communication platform initiatives, including the delivery of two vehicles to a local emergency bureau in Zhejiang Province

during the period.

Revenue from this segment may vary from period to period depending on customer procurement schedules, delivery timing

and project implementation progress.

No revenue was generated from our Data and Analytics

Platform Solutions segment during the three months ended May 31, 2026, compared to $27,310 for the prior year period.

Activity in this

segment remains limited and is currently conducted on a project basis.

Cost of Revenue

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

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

the periods indicated:

For the three months ended

November 30, 2025

November 30, 2024

Telecommunication Products & Services

DaGe Platform

Command & Communication

Marketplace Platform & Digital Commerce Infrastructure Solutions

Advanced Technology & Platform Solutions

Data & Analytics Platform Solutions

Total Cost of Revenue

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

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

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

with the reduction in revenue during the period.

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

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

As transaction

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

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

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

The decline in gross

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

We recorded $441,611 in costs of revenue for the three

months ended May 31, 2026, a decrease of $7,864,611 or 95%, compared to the three months ended May 31, 2025.

The decrease was primarily

attributable to the significant reduction in transaction volume in the Telecommunication Products & Services segment during the period.

As revenue from this segment decreased, the related product and service costs, including costs associated with mobile recharge, subscription

plans and mobile phone sales, decreased correspondingly.

Cost of revenue from the Marketplace Platform &

Digital Commerce Infrastructure Solutions segment also decreased compared to the prior year period, reflecting the limited scale of activity

during the quarter.

Cost of revenue from the Advanced Technology & Platform Solutions segment decreased to $73,380 for the three months

ended May 31, 2026 from $89,080 for the three months ended May 31, 2025, while revenue from this segment increased, reflecting project-specific

margins during the period.

Our gross profit for the three months ended May 31,

2026 was $208,478, compared to $152,521 for the three months ended May 31, 2025, representing an increase of $55,957 or 37%.

improved to approximately 32% for the three months ended May 31, 2026 from approximately 2% for the three months ended May 31, 2025.

The increase in gross profit and gross margin was

primarily attributable to a change in revenue mix during the period.

Although revenue from the Telecommunication Products & Services

segment decreased significantly compared to the prior year period, the segment generates gross profit of $144,709, representing a gross

margin of approximately 29% during the current period.

In addition, the Advanced Technology & Platform Solutions segment generated

gross profit of $62,098, representing a gross margin of approximately 46%, while the Marketplace Platform & Digital commerce Infrastructure

Solutions segment generated gross profit of $1,671, representing a gross margin of approximately 14%.

Management continues to evaluate revenue opportunities

based on both transaction volume and margin contribution, with the objective of supporting sustainable gross profit while managing working

capital requirements.

Amortization & Depreciation

We recorded amortization & depreciation of $197,592

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

the three months ended November 30, 2024.

for intangible assets & fixed assets for the three months ended May 31, 2026, an increase of $187,039 or 1,772%, compared to the three

months ended May 31, 2025.

The increase resulted from the purchase of software IP.

General & Administrative Expenses

The following table sets forth our general and administrative

expenses for the periods indicated:

The following table sets forth the Company’s

general and administrative expenses for the periods indicated:

For the three months ended

November 30, 2025

November 30, 2024

Entertainment

3 unchanged sentences

We recorded $1,236,546 in general and administrative

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

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

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

expenses necessary to support regulatory compliance.

These expenses include ongoing costs associated with corporate governance, audit

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

expenses for the three months ended May 31, 2026, a decrease of $273,880 or 18%, compared to the three months ended May 31, 2025.

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

compared to the prior year.

These decreases were partially offset by higher technical fees and IT expenses during the period.

General and administrative expenses consist primarily

of personnel-related costs, professional and accounting services, and general office and operational expenses necessary to support regulatory

These expenses include ongoing costs associated with corporate governance, audit and regulatory filings, consulting and advisory

services, as well as operational support across our business segments.

Marketing Cost

The following table sets forth our marketing costs

for the periods indicated:

The following table sets forth the Company’s

marketing cost for the periods indicated:

For the three months ended

November 30, 2025

November 30, 2024

Marketing Cost

We recorded $48,029 in marketing costs for the three

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

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

in response to liquidity constraints.

months ended May 31, 2026, an increase of $35,923 or 297%, compared to the three months ended May 31, 2025.

The increase was primarily

due to higher promotional and business development costs recognized during the period.

Research & Development

The following table sets forth our research &

development for the periods indicated:

The following table sets forth the Company’s

research & development for the periods indicated:

For the three months ended

November 30, 2025

November 30, 2024

Research & Development

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

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

of $61,525 or 42%.

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

Activity during the quarter remained

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

We recorded $56,280 in research & development

for the three months ended May 31, 2026, a decrease of $116,372 or 67% compared to the three months ended May 31, 2025.

The decrease was

primarily due to lower personnel-related costs and reduced development activity during the period.

Research and development activities

were focused on ongoing platform maintenance and selected project-based development work, with expenditures managed in line with available

working capital and project requirements.

Credit Impairment Loss

The following table sets forth our credit impairment

loss for the periods indicated:

The following table sets forth the Company’s

credit impairment loss for the periods indicated:

For the three months ended

November 30, 2025

November 30, 2024

Credit impairment loss

We recorded $522,946 in credit impairment loss for

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

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

three months ended May 31, 2026, an increase of $214,979 or 70% compared to the three months ended May 31, 2025.

The increase was mainly

attributable to a higher allowance recognized on trade receivables following management’s assessment of expected credit losses,

including the aging of outstanding balances, collection experience, current business conditions and expected timing of recoveries.

provision reflects a prudent assessment of expected credit risk, while management continues to monitor collections and credit exposure

on an ongoing basis.

Share Compensation Expenses

The following table sets forth our share compensation

expenses for the periods indicated:

The following table sets forth the Company’s

share compensation expenses for the periods indicated:

For the three months ended

November 30, 2025

November 30, 2024

Share compensation expenses

We incurred fees of $81,166 in share issuance for

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

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

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

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

Operating Expenses

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

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

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

Net Loss attributable to the Company’s stockholders

The net loss attributable to our stockholders was

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

The increase in net

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

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

November 30, 2024

The following table sets forth our results of operations

for the periods indicated:

For the nine months ended

November 30, 2025

November 30, 2024

Cost of revenue

$ (22,448,331 )

$ (23,940,338 )

Total operating expenses

$ (5,634,478 )

$ (6,395,869 )

Total other income (expenses)

Net loss attributable to the Company’s stockholders

$ (5,219,763 )

$ (5,004,934 )

Foreign currency translation adjustment

Comprehensive loss attributable to the Company

$ (4,827,305 )

$ (5,103,319 )

Basic Loss Per Share attributable to the Company

Diluted Loss Per Share attributable to the Company

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

the periods indicated:

For the nine months ended

November 30, 2025

November 30, 2024

Telecommunication Products & Services

DaGe Platform

Command & Communication

Total Revenue

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

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

The decrease resulted from

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

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

We principally earn revenue by providing mobile payment

and recharge services to customers of telecommunications companies in China.

Specifically, we earn a negotiated rebate amount from the

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

This operating model requires working

capital to support transaction volumes.

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

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

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

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

Revenue remained limited during the nine months as operational and promotional

activities were constrained by available working capital.

The Command and Communication segment generated $140,877

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

The year-over-year increase reflects

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

Despite the increase, revenue

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

constrained by available working capital.

The Big Data segment generated revenue of $27,583

for the nine months ended November 30, 2025.

Activity in this segment remains limited during the period..

Cost of Revenue

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

For the nine months ended

November 30, 2025

November 30, 2024

Telecommunication Products & Services

DaGe Platform

Command & Communication

Total Cost of Revenue

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

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

As previously

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

subscription plans, and mobile phone sales in China.

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

costs, including discounts, promotions, and marketing initiatives aimed at user growth and partner engagement, particularly in our emerging

segments, which are reflected in our cost of revenue.

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

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

Cost of revenue primarily

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

of telecommunications companies in China.

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

the associated variable costs declined proportionately.

Amortization & Depreciation

We recorded amortization & depreciation of $153,283

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

nine months ended November 30, 2024.

The increase resulted from the purchase of software IP.

General & Administrative Expenses

The following table sets forth our general and administrative

expenses for the periods indicated:

For the nine months ended

November 30, 2025

November 30, 2024

Entertainment

Salaries & Wages

Technical fee

Total G&A Expenses

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

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

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

to the prior year.

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

office and operational expenses necessary to support regulatory compliance.

These expenses include ongoing costs associated with corporate

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

Marketing Cost

The following table sets forth our marketing costs

for the periods indicated:

For the nine months ended

November 30, 2025

November 30, 2024

Marketing Cost

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

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

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

reflecting cost control measures implemented in response to liquidity constraints.

Research & Development

The following table sets forth our research &

development for the periods indicated:

For the nine months ended

November 30, 2025

November 30, 2024

Research & Development

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

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

of $170,599 or 34%.

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

Activities during the nine months

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

Credit Impairment Loss

The following table sets forth our credit impairment

loss for the periods indicated:

For the nine months ended

November 30, 2025

November 30, 2024

Credit impairment loss

We recorded $579,942 in credit impairment loss for

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

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

Share Compensation Expenses

The following table sets forth our share compensation

expenses for the periods indicated:

For the nine months ended

November 30, 2025

November 30, 2024

Share compensation expenses

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

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

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

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

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

of our broader financial strategy to optimize equity issuances.

However, we will continue to employ equity compensation for consultants

selectively, aligning with our strategic and financial objectives.

consultants in consideration of services and stock option compensation expense for the three months ended May 31, 2026 as compared to

$127,747 for the three months ended May 31, 2025.

The decrease of $46,581 or 36% was due to the reduced engagement of consultants to the

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

broader financial strategy to optimize equity issuances.

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

aligning with our strategic and financial objectives.

Operating Expenses

We recorded $2,142,559 in operating expenses for the

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

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

three months ended May 31, 2026, as compared to $2,141,451 in operating expenses for the three months ended May 31, 2025.

of $1,108 or 0.1%, for the three months ended May 31, 2026, is as set forth above.

Net Loss attributable to the Company’s

The net loss attributable to our stockholders was

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

The increase in net

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

The net loss attributable to the Company’s stockholders

was $2,000,327 for the three months ended May 31, 2026 and $2,008,556 for the three months ended May 31, 2025.

The decrease in net loss

attributable to the Company’s stockholders of $8,229 or 0.4% is as set forth above.

Liquidity and Capital Resources

The following table sets out our cash and working

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

As at November

capital as of May 31, 2026 and February 28, 2026:

As at May 31,

As at February 28,

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Working capital

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

At May 31, 2026, we had cash and cash equivalents

of $987,391, as compared to cash and cash equivalents of $68,596 at February 28, 2026.

The increase in cash was primarily attributable

to proceeds received from the issuance of the senior secured convertible note in May 2026, partially offset by cash used in operating

activities during the period.

Working capital decreased to $4,381,852 at May 31,

2026 from $6,093,153 at February 28, 2026.

The decrease was primarily due to continued operating cash requirements and changes in working

capital balances during the period, including the use of cash to support operations and the settlement of certain obligations.

Our business model, particularly in mobile payment,

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

to consumers on our portal.

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

to reduced activity levels.

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

We believe that

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

We may seek additional financing

to support ongoing operations.

requires periodic fund deposits with telecommunication operators and platform partners to support transaction volumes.

During the period,

the Company’s liquidity constraints position affected the level of transaction activity that it was able to support.

continues to monitor cash flows, collection cycles, payment terms, and working capital allocation, and is seeking to deploy available

capital selectively based on liquidity, commercial demand, and expected returns.

The Company’s ability to support its operations

and execute its business strategy will depend on a combination of operational cash flows, effective working capital management, and access

to additional financing.

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

2 unchanged sentences

for the periods presented:

For the nine months ended

November 30, 2025

November 30, 2024

For the three months ended

Net cash used in operating activities

4 unchanged sentences

Effect of exchange rates on cash & cash equivalents

Net decrease in cash and cash equivalents

$ (1,103,921 )

$ (1,352,632 )

Net increase in cash and cash equivalents

Cash Flow used in Operating Activities

Net cash used in operating activities decreased by

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

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

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

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

offset by decrease in prepayment and deposit of

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

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

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

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

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

Net cash used in operating activities increased by

$1,141,437 in the three months ended May 31, 2026 compared to the three months ended May 31, 2025, primarily due to an increase in account

receivable of ($11,443) (May 31, 2025:

($6,005,779)), increase in prepayment and deposit of ($148,973) (May 31, 2025:

$862,490), increase

in inventories of ($47,263) (May 31, 2025:

$43,613), decrease in accrual and other payables of ($1,251,456) (May 31, 2025:

decrease in lease liability of ($1,452) (May 31, 2025:

offset by decrease in other receivable of $57,431 (May 31, 2025:

and increase in accounts payable of $220,815 (May 31, 2025:

Cash Flow used in Investing Activities

During the nine months ended November 30, 2025, net

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

of equipment.

During the three months ended May 31, 2026, the Company

did not incur any investing activities.

Cash Flow provided by Financing Activities

During the nine months ended November 30, 2025, net

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

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

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

of loans made earlier in the fiscal year.

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

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

Proceeds from these issuances were used primarily for general working capital

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

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

During the three months ended May 31, 2026, net cash

provided by financing activities was $3,275,000 compared to net cash provided by financing activities during the three months ended May

31, 2025 of $2,956,615.

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

Capital Allocation Strategy

Our capital allocation strategy focuses on:

Supporting Core Business Operations

– Maintaining adequate working capital to support the telecommunications products and services business at sustainable transaction

volumes while optimizing capital efficiency.

Selective Platform Investments

– Allocating capital to platform-based initiatives (C2 Platform, DaGe Platform, JiuGe Procurement Platform, Sapientus solutions)

based on commercial traction, market opportunity, and potential return on investment.

Strategic Acquisitions –

Pursuing selective acquisition opportunities that provide complementary technology capabilities, expand market access, enhance operational

scale, or accelerate platform development..

Regional Expansion –

Investing in market entry and business development activities in Southeast Asian markets, such as Indonesia and Thailand, for the C2

Platform and Sapientus solutions.

Off-Balance Sheet Arrangements

3 unchanged sentences

Subsequent Events

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

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

acquisition by FingerMotion.

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

negotiate a definitive acquisition agreement.

No binding agreement has been executed at this time,

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

Any potential

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

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

Subsequent to November 30, 2025, we continued to issue

shares of its common stock under the Sales Agreement.

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

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.

Other than the above, we have determined that we do

not have any material subsequent events to report.

Critical Accounting Policies

15 unchanged sentences

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis