FingerMotion, Inc.
For the period ended Aug 31, 2026. Filed Oct 15, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Aug 31, 2026 · Filed Oct 15, 2026
FNGR$0.11+5.1%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-05-31; filed 2026-07-15.
0001520138-26-000265
ITEM 2. – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThree Months Ended May 31, 2026 Compared to Three Months Ended May 31, 2025Current report: 10-Q
Period ended 2026-08-31; filed 2026-10-15.
0001493152-26-047254
ITEM 2. – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThree Months Ended August 31, 2026 Compared to Three Months Ended August 31, 2025Six Months Ended August 31, 2026 Compared to Six Months Ended August 31, 2025Liquidity and Capital ResourcesThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 144 previous paragraphs and 198 current paragraphs.
102 unchanged; 33 reworded; 45 added; 9 removed; 0 previous and 18 current paragraphs rearranged.
Tables are not compared: 20 previous and 25 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (45)
Current report
New Business Plan- Behind-the-Meter Data Centers
Current report
The Company announced an additional business plan on August 27, 2026, a strategic plan developed by new management with BlueFlare Energy Solutions Inc. (“BlueFlare”) for behind-the-meter (“BTM”) artificial intelligence (“AI”) and high-performance computing (“HPC”) infrastructure in North America.
Current report
The Company believes its new business model provides a reasonable foundation for a viable business by leveraging BlueFlare’s existing operating platform (site origination, on-site natural gas power generation, modular construction, load management and field operations), rather than building those capabilities from scratch.
Current report
Since we just recently embarked on this new business strategy, it is premature to comment upon potential revenue and expenses except to comment that this business is capital intensive and we do not expect to generate revenue from this new initiative until approximately nine months after a project is in full development. As a result, this MD&A does not include any projected revenues, costs or capital requirements for this new business strategy.
Current report
To date, we have disclosed the targets and goals we have set with respect to this new business - permitting of ten 9.9 MW sites by the end of the first quarter of 2027, first energization as early as late fourth quarter 2026, data-hall turnover on the order of 18 months from permit award—depend on counterparties, regulators, equipment vendors, weather, and financing that we do not control. Failure to meet those targets would not necessarily indicate a defect in the 9.9 MW BTM concept, but it would delay revenue and could impair investor confidence and project finance.
Current report
Additionally, the Company has added an additional business plan which it announced on August 27, 2026. the strategic plan developed by new management with BlueFlare Energy Solutions Inc. (“BlueFlare”) for behind-the-meter (“BTM”) artificial intelligence (“AI”) and high-performance computing (“HPC”) infrastructure in North America.
Current report
The Company believes its new business model provides a reasonable foundation for a viable business by leveraging BlueFlare’s existing operating platform (site origination, on-site natural gas power generation, modular construction, load management and field operations), rather than building those capabilities from scratch.
Current report
Since August 1, 2026, the new management team has accomplished the following: (i) completed financing activities of approximately $8.3 million in the aggregate; (ii) acquisition of a minority interest in Lyken; (i) binding letters of intent for 12.9 MW of data center power; (iii) announced a 99 MW acquisition plan for data-center buildout; and (iv) secured indications of interest for 52.5 MW of offtake from potential tenants for its data centers.
Current report
Lines of Business of the Company’s Legacy Telecommunications Business
Current report
On August 4, 2026, Martin J. Shen resigned as Chief Executive Officer and a director of the Company. Effective the same date, Jolie Kahn was appointed Chief Executive Officer and a director of the Company. On August 17, 2026, Chris Polimeni was appointed Chief Financial Officer of the Company, succeeding Yew Hon Lee, whose resignation as Chief Financial Officer was accepted by the Board.
Current report
Revenue from our Advanced Technology and Platform Solutions line of business have been minimal.
Current report
Revenue from our Data and Analytics Platform Solutions line of business have been minimal.
Current report
Cost of revenue from the Marketplace Platform & Digital Commerce Infrastructure Solutions line of business increased compared to the prior year period. Cost of revenue from the Advanced Technology & Platform Solutions line of business increased to $4,700 for the three months ended August 31, 2026 from $477 for the three months ended August 31, 2025.
Current report
Net Loss attributable to the Company’s shareholders
Current report
The net loss attributable to the Company’s shareholders was $4,932,239 for the three months ended August 31, 2026 and $1,541,010 for the three months ended August 31, 2025. The increase in net loss attributable to the Company’s shareholders of $3,391,229 or 220% resulted primarily from the credit impairment loss and other items as discussed above.
Current report
Six Months Ended August 31, 2026 Compared to Six Months Ended August 31, 2025*
Current report
Revenue
Current report
We recorded $931,165 in revenue for the six months ended August 31, 2026, a decrease of $16,175,089 or 95%, compared to the six months ended August 31, 2025. The decrease was primarily attributed to decreases in revenue of $16,194,824 and $27,457 from our Telecommunication Product & Services line of business and Data & Analytics Platform Solutions line of business, respectively. These decreases were partially offset by increases in revenue of $20,731 and $26,461 from our Marketplace Platform & Digital Commerce Infrastructure Solutions and Advanced Technology & Platform Solutions, respectively.
Current report
Cost of Revenue
Current report
Gross profit
Current report
Our gross profit for the six months ended August 31, 2026 was $334,993, compared to $191,261 for the six months ended August 31, 2025, representing an increase of $153,732 or 80%. Gross margin improved to approximately 37% for the six months ended August 31, 2026 from approximately 1% for the six months ended August 31, 2025.
Current report
Amortization & Depreciation
Current report
We recorded depreciation of $398,106 for fixed assets for the six months ended August 31, 2026, an increase of $379,787 or 2073%, compared to the six months ended August 31, 2025. The increase resulted from the purchase of software IP.
Current report
General & Administrative Expenses
Current report
We recorded $2,590,156 in general and administrative expenses for the six months ended August 31, 2026, a decrease of $307,736 or 11%, compared to the six months ended August 31, 2025. The decrease was primarily due to lower salaries & wages, traveling, accounting, rent and other miscellaneous expenses compared to the prior year. These decreases were partially offset by higher consulting and technical fee during the period.
Current report
Marketing Cost
Current report
Research & Development
Current report
Credit Impairment Loss
Current report
Share Compensation Expenses
Current report
Operating Expenses
Current report
We recorded $7,808,506 in operating expenses for the six months ended August 31, 2026, as compared to $3,669,611 in operating expenses for the six months ended August 31, 2025. The increase of $4,138,895 or 113%, for the six months ended August 31, 2026 is as set forth above.
Current report
Net Loss attributable to the Company’s shareholders
Current report
The net loss attributable to the Company’s shareholders was $6,932,566 for the six months ended August 31, 2026 and $3,549,566 for the six months ended August 31, 2025. The increase in net loss attributable to the Company’s shareholders of $3,383,000 or 95% resulted primarily from the credit impairment loss as discussed above.
Current report
The increase in cash was primarily attributable to proceeds received from the issuance of the senior secured convertible notes in May and August 2026. The May 2026 financing provided aggregate subscription proceeds of $4.3 million, of which $3.3 million was received at the initial closing and the remaining $1.0 million was subsequently released to the Company. The August 2026 financing provided aggregate subscription proceeds of $4.3 million, of which $1.3 million was available to the Company as of August 31, 2026, with the remaining $3.0 million subject to restrictions. These financing proceeds were partially offset by cash used in operating activities during the period.
Current report
Working capital decreased to $1,827,367 at August 31, 2026 from $6,093,153 at February 28, 2026. The decrease was primarily attributable to the Company’s operating activities during the period and the recognition of the current obligations associated with the convertible note financings.
Current report
Net cash used in operating activities was $3,490,279 for the six months ended August 31, 2026 compared to $3,086,249 the six months ended August 31, 2025. The increase in net cash used in operating activities was primarily attributable to changes in operating assets and liabilities, including accounts receivable, prepayments and deposits, accounts payable and other accrued liabilities.
Current report
During the six months ended August 31, 2026, net cash used in investing activities was $39,505, compared to $1,826 for the six months ended August 31, 2025. This is due to the renovation works for the newly leased company premise.
Current report
During the six months ended August 31, 2026, net cash provided by financing activities was $5,600,000 compared to $2,205,493 for the six months ended August 31, 2025. The increase was primarily attributable to proceeds received from the Company’s May 2026 and August 2026 senior secured convertible note financings. In May 2026, the Company issued a senior secured convertible note with an original principal amount of $5,000,000 and an original issue discount of $700,000. The financing provided aggregate subscription proceeds of $4,300,000, of which $3,300,000 was received at the initial closing and the remaining $1,000,000 was subsequently released to the Company.
Current report
In August 2026, the Company issued an additional senior secured convertible note with an original principal amount of $5,000,000 and an original issue discount of $700,000. The financing provided aggregate subscription proceeds of $4,300,000, of which $1,300,000 was available to the Company as of August 31, 2026, with the remaining $3,000,000 subject to restrictions. See Note 16 to the unaudited condensed consolidated financial statements for further information regarding these financings.
Current report
Legacy Business Capital Allocation Strategy
Showing the first 40 of 45 passages. Open the source sections for the rest.
Removed paragraphs (9)
Previous report
The following diagram depicts our corporate structure:
Previous report
Business Segments
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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: $26,048) and decrease in lease liability of ($1,452) (May 31, 2025: ($1,567)); offset by decrease in other receivable of $57,431 (May 31, 2025: $71,455), and increase in accounts payable of $220,815 (May 31, 2025: $5,375,987).
Previous report
During the three months ended May 31, 2026, the Company did not incur any investing activities.
Previous report
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.
Previous report
Capital Allocation Strategy
Reworded paragraphs (33)
Previous wording
The following management’s discussion and analysis of the Company’s financial condition and results of operations (the “MD&A”) contains forward-looking statements that involve risks, uncertainties and assumptions including, among others, statements regarding our capital needs, business plans and expectations. In evaluating these statements, you should consider various factors, including the risks, uncertainties and assumptions set forth in reports and other documents we have filed with or furnished to the SEC and, including, without limitation, this Quarterly Report on Form 10-Q for the 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. 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.
Current wording
The following management’s discussion and analysis of the Company’s financial condition and results of operations (the “MD&A”) contains forward-looking statements that involve risks, uncertainties and assumptions including, among others, statements regarding our capital needs, business plans and expectations. In evaluating these statements, you should consider various factors, including the risks, uncertainties and assumptions set forth in reports and other documents we have filed with or furnished to the SEC and, including, without limitation, this Quarterly Report on Form 10-Q for the six months ended August 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. 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.
Previous wording
This MD&A is focused on material changes in our 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.
Current wording
This MD&A is focused on material changes in our financial condition from February 28, 2026, our most recently completed year end, to August 31, 2026, and our results of operations for the six months ended August 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.
Previous wording
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 VIE”). 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.
Current wording
The Company is a Delaware-incorporated 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 VIE”). 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.
Previous wording
The following is a list of all of our subsidiaries and the corresponding date of jurisdiction of incorporation or organization and the ownership interest of each. All of our subsidiaries are directly or indirectly owned or controlled by us:
Current wording
The following is a list of all of our subsidiaries and the corresponding place of incorporation or organization and the ownership interest of each. All of our subsidiaries are directly or indirectly owned or controlled by us:
Previous wording
Because we do not directly hold equity interests in the VIE, we are subject to risks and uncertainties of the interpretations and applications of Chinese laws and regulations, including but not limited to, the validity and enforcement of the VIE Agreements among the WFOE, the VIE and the shareholder of the VIE. We are also subject to the risks and uncertainties about any future actions of the Chinese government in this regard that could disallow the VIE structure, which would likely result in a material change in our operations and may cause the value of our shares of common stock (“Common Shares”) to depreciate significantly or become worthless.
Current wording
Because we do not directly hold equity interests in the VIE, we are subject to risks and uncertainties of the interpretations and applications of Chinese laws and regulations, including but not limited to, the validity and enforcement of the VIE Agreements among the WFOE, the VIE and the shareholder of the VIE. We are also subject to the risks and uncertainties about any future actions of the Chinese government in this regard that could disallow the VIE structure, which would likely result in a material change in our operations and may cause the value of our shares of common stock to depreciate significantly or become worthless.
Previous wording
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.
Current wording
The Company is a mobile services, data, and technology company incorporated in Delaware, USA, with its head office located at 700 South Rosemary Avenue, Suite 204, West Palm Beach, FL 33401. 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.
Previous wording
The Company organizes its operations across four primary areas: (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.
Current wording
The Company organizes its operations in its legacy business across four primary areas: (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.
Previous wording
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 offerings. 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.
Current wording
With respect to its legacy business, 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 offerings. 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.
Previous wording
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.
Current wording
The Company offers telecommunications-related services in the PRC through its subsidiaries and VIE structure. This line of business 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.
Previous wording
The Marketplace Platform and Digital Commerce Infrastructure segment is designed to be scalable and extensible across multiple service-based and transaction-oriented industry verticals. The Company 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.
Current wording
The Marketplace Platform and Digital Commerce Infrastructure line of business is designed to be scalable and extensible across multiple service-based and transaction-oriented industry verticals. The Company 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.
Previous wording
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.
Current wording
The Company provides data analytics and data-driven solutions through its Sapientus platform to insurance companies, financial service providers, and enterprise customers. This line of business represents a key strategic focus and is intended to support the Company’s transition toward higher-margin and scalable services.
Previous wording
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.
Current wording
The Company continues to invest in expanding its data capabilities and analytical models. The performance and growth of this line of business 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.
Previous wording
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 by the SEC. Following effectiveness, the remaining $1,000,000 of the aggregate subscription amount was released to the Company.
Current wording
During the quarter ended August 31, 2026, the resale registration statement relating to shares issuable upon conversion of the Company’s May 2026 senior secured convertible note was declared effective, following which the remaining $1.0 million of the aggregate subscription amount was released to the Company. During the quarter, the Note Investor converted an aggregate of approximately $2.1million of principal into approximately 12.2 million shares of the Company’s common stock.
Previous wording
We recorded $650,089 in revenue for the three months 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.
Current wording
We recorded $281,076 in revenue for the three months ended August 31, 2026, a decrease of $8,366,435 or 97%, compared to the three months ended August 31, 2025. The decrease was primarily attributed to decreases in revenue of $8,386,242 and $147 from our Telecommunication Product & Services line of business and Data & Analytics Platform Solutions line of business, respectively. These decreases were partially offset by increases in revenue of $19,730 and $224 from our Marketplace Platform & Digital Commerce Infrastructure Solutions and Advanced Technology & Platform Solutions, respectively.
Previous wording
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.
Current wording
Revenue from our Marketplace Platform & Digital Commerce Infrastructure Solutions lone of business increased to $26,628 for the three months ended August 31, 2026, compared to $6,898 for the three months ended August 31, 2025. 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.
Previous wording
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.
Current wording
We recorded $144,561 in costs of revenue for the three months ended August 31, 2026, a decrease of $8,464,210 or 98%, compared to the three months ended August 31, 2025. The decrease was primarily attributable to the significant reduction in transaction volume in the Telecommunication Products & Services line of business during the period. As revenue from this line of business decreased, the related product and service costs, including costs associated with mobile recharge, subscription plans and mobile phone sales, decreased correspondingly.
Previous wording
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%. Gross margin improved to approximately 32% for the three months ended May 31, 2026 from approximately 2% for the three months ended May 31, 2025.
Current wording
Our gross profit for the three months ended August 31, 2026 was $136,515, compared to $38,740 for the three months ended August 31, 2025, representing an increase of $97,775 or 252%. Gross margin improved to approximately 49% for the three months ended August 31, 2026 from approximately 0.45% for the three months ended August 31, 2025.
Previous wording
We recorded amortization & depreciation of $197,592 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.
Current wording
We recorded amortization & depreciation of $200,514 for intangible assets and fixed assets for the three months ended August 31, 2026, an increase of $192,748 or 2482%, compared to the three months ended August 31, 2025. The increase resulted from the purchase of software IP.
Previous wording
We recorded $1,236,546 in general and administrative 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. The 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.
Current wording
We recorded $1,353,610 in general and administrative expenses for the three months ended August 31, 2026, a decrease of $33,856 or 2%, compared to the three months ended August 31, 2025. The decrease was primarily due to lower salaries & wages, traveling, accounting, rent and other miscellaneous expenses compared to the prior year. These decreases were partially offset by higher consulting and entertainment during the period.
Previous wording
General and administrative expenses consist primarily 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.
Current wording
General and administrative expenses consist primarily 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 businesses.
Previous wording
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.
Current wording
We recorded $55,028 in research & development for the three months ended August 31, 2026, a decrease of $22,512 or 29% compared to the three months ended August 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.
Previous wording
We recorded $522,946 in credit impairment loss for 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. The provision reflects a prudent assessment of expected credit risk, while management continues to monitor collections and credit exposure on an ongoing basis.
Current wording
We recorded $3,980,797 in credit impairment loss for three months ended August 31, 2026, compared to$71,198 for the three months ended August 31, 2025. The increase was primarily attributable to a higher allowance for expected credit losses on trade receivables, based on management’s assessment of the aging of outstanding balances, collection experience, current business conditions and expected timing of recoveries.
Previous wording
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 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.
Current wording
We incurred fees of $75,647 in share issuance for consultants in consideration of services and stock option compensation expense for the three months ended August 31, 2026 as compared to $107,750 for the three months ended August 31, 2025. The decrease of $32,103 or 30% 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.
Previous wording
We recorded $2,142,559 in operating expenses for the three months ended May 31, 2026, as compared to $2,141,451 in operating expenses for the three months ended May 31, 2025. The increase of $1,108 or 0.1%, for the three months ended May 31, 2026, is as set forth above.
Current wording
We recorded $5,665,947 in operating expenses for the three months ended August 31, 2026, as compared to $1,528,160 in operating expenses for the three months ended August 31, 2025. The increase of $4,137,787 or 271%, for the three months ended August 31, 2026 is as set forth above.
Previous wording
We principally earn revenue by providing mobile payment and recharge services to customers of telecommunications companies in China. 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.
Current wording
We principally earn revenue by providing mobile payment and recharge services to customers of telecommunications companies in China. This operating model requires working capital to support transaction volumes with telecommunications operators and platform partners. During the six-month period ending August 31, 2026, revenue in this line of business 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.
Previous wording
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, 2025. 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.
Current wording
Revenue from our Advanced Technology and Platform Solutions line of business increased to $136,287 for the six months ended August 31, 2026, compared to $109,826 for the six months ended August 31, 2025. Revenue in this line of business 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 as compared to 1 vehicle delivery and 2 accessories for the six months ended August 31, 2025. Revenue from this line of business may vary from period to period depending on customer procurement schedules, delivery timing and project implementation progress.
Previous wording
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.
Current wording
No revenue was generated from our Data and Analytics Platform Solutions line of business during the six months ended August 31, 2026, compared to $27,457 for the prior year period. Activity in this line of business remains limited and is currently conducted on a project basis.
Previous wording
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.
Current wording
Cost of revenue from the Marketplace Platform & Digital Commerce Infrastructure Solutions line of business 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 line of business decreased to $78,080 for the six months ended August 31, 2026 from $89,557 for the six months ended August 31, 2025, while revenue from this line of business increased, reflecting project-specific margins during the period.
Previous wording
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%.
Current wording
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 line of business decreased significantly compared to the prior year period, the line of business generates gross profit of $282,471, representing a gross margin of approximately 37% during the current period. In addition, the Advanced Technology & Platform Solutions line of business generated gross profit of $4,315, representing a gross margin of approximately 11%, while the Marketplace Platform & Digital commerce Infrastructure Solutions line of business generated gross profit of $58,207, representing a gross margin of approximately 43%.
Previous wording
We recorded $48,029 in marketing costs for the three 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.
Current wording
We recorded $48,380 in marketing costs for the six months ended August 31, 2026, an increase of $17,438 or 56%, compared to the six months ended August 31, 2025. The increase was primarily due to higher promotional and business development costs recognized during the period.
Previous wording
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.
Current wording
At August 31, 2026, we had cash and cash equivalents of $2,135,825, as compared to cash and cash equivalents of $68,596 at February 28, 2026.
Previous wording
Our business model, particularly in mobile payment, 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. Management 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.
Current wording
Our business model, particularly in mobile payment, requires periodic fund deposits with telecommunication operators and platform partners to support transaction volumes. During the six months ended August 31, 2026, the Company’s available working capital affected the level of transaction activity that it was able to support. Management continues to monitor cash flows, collection cycles, payment terms and working capital allocation.
Previous wording
Net Loss attributable to the Company’s stockholders
Current wording
On October 6, 2026, the Company held a Special Meeting of Stockholders. At the Special Meeting, the Company’s stockholders approved the issuance of shares of common stock pursuant to the May 2026 and August 2026 senior secured convertible notes in excess of the applicable Nasdaq exchange cap. The Company’s stockholders also approved an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock from 200,000,000 to 500,000,000 shares.
Rearranged current paragraphs (18)
Current report — wording carried from elsewhere
We principally earn revenue by providing mobile payment and recharge services to customers of telecommunications companies in China. This operating model requires working capital to support transaction volumes with telecommunications operators and platform partners. During the three-month period ending August 31, 2026, revenue in this line of business 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, and to balance this with capital needs of the new data center business initiative.
Current report — wording carried from elsewhere
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 line of business decreased significantly compared to the prior year period, the line of business generates gross profit of $137,762, representing a gross margin of approximately 54% during the current period. In addition, the Marketplace Platform & Digital Commerce Infrastructure Solutions line of business generated gross profit of $2,644, representing a gross margin of approximately 10%, while the Advanced Technology & Platform Solutions line of business generated gross loss of $3,891.
Current report — wording carried from elsewhere
The following table sets forth the Company’s marketing costs for the periods indicated:
Current report — wording carried from elsewhere
We recorded $351 in marketing costs for the three months ended August 31, 2026, a decrease of $18,485 or 98%, compared to the three months ended August 31, 2025. The decrease was primarily due to lower promotional and business development costs recognized during the period.
Current report — wording carried from elsewhere
The following table sets forth our results of operations for the periods indicated:
Current report — wording carried from elsewhere
The following table sets forth the Company’s revenue from its lines of business for the periods indicated:
Current report — wording carried from elsewhere
Revenue from our Marketplace Platform & Digital Commerce Infrastructure Solutions line of business increased to $38,567 for the six months ended August 31, 2026 compared to $17,836 for the six months ended August 31, 2025. 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.
Current report — wording carried from elsewhere
The following table sets forth the Company’s cost of revenue for the periods indicated:
Current report — wording carried from elsewhere
We recorded $586,172 in costs of revenue for the six months ended August 31, 2026, a decrease of $16,328,821 or 97%, compared to the six months ended August 31, 2025. The decrease was primarily attributable to the significant reduction in transaction volume in the Telecommunication Products & Services line of business during the period. As revenue from this line of business decreased, the related product and service costs, including costs associated with mobile recharge, subscription plans and mobile phone sales, decreased correspondingly.
Current report — wording carried from elsewhere
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.
Current report — wording carried from elsewhere
The following table sets forth the Company’s general and administrative expenses for the periods indicated:
Current report — wording carried from elsewhere
General and administrative expenses consist primarily 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 businesses.
Current report — wording carried from elsewhere
The following table sets forth the Company’s research & development for the periods indicated:
Current report — wording carried from elsewhere
We recorded $111,308 in research & development for the six months ended August 31, 2026, a decrease of $138,884 or 56% compared to the six months ended August 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.
Current report — wording carried from elsewhere
The following table sets forth the Company’s credit impairment loss for the periods indicated:
Current report — wording carried from elsewhere
We recorded $4,503,743 in credit impairment loss for six months ended August 31, 2026, compared to $236,769 for the six months ended August 31, 2025. The increase was primarily attributable to a higher allowance for expected credit losses on trade receivables, based on management’s assessment of the aging of outstanding balances, collection experience, current business conditions and expected timing of collections.
Current report — wording carried from elsewhere
The following table sets forth the Company’s share compensation expenses for the periods indicated:
Current report — wording carried from elsewhere
We incurred fees of $156,813 in share issuance for consultants in consideration of services and stock option compensation expense for the six months ended August 31, 2026 as compared to $235,497 for the six months ended August 31, 2025. The decrease of $78,684 or 33% 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.