FingerMotion, Inc.

Current report

Risks Related to Our Alberta Data Center and Powered-Land Business

Current report

We have limited operating history in data centers, generation, or powered land, and the Alberta program may never generate material revenue.

Current report

Our historical business is mobile payments and related services in China. The Alberta program—owning project companies that hold land, permits, on-site generation, and modular data halls, and contracting capacity to AI/HPC customers—is a new line of business. As of the date of this report, we have not energized a commercial 9.9 MW site, have not recognized operating revenue from this business, and have not executed binding long-term offtake for the ten-site program. Failure to complete permitting, gas supply, construction, or customer contracts on acceptable terms would leave us with holding costs and impairment risk and could cause the strategy to fail.

Current report

Our model depends on completing and operating many small, separately permitted 9.9 MW sites rather than a single large campus.

Current report

Each site is intended to stay below the 10 MW individual power-plant threshold under Alberta Utilities Commission Rule 007 and to operate behind the meter under an Industrial System Designation (or equivalent self-supply structure). That structure is designed to avoid transmission interconnection queues and large-load regulation that applies to facilities of 75 MW or more. It also means we must repeat land control, gas interconnection at the parcel, municipal and AUC permitting, construction, commissioning, and operations across ten sites and four campus zones. Delay or denial at one site does not automatically stop the others, but it also means we do not obtain the single-campus scale, shared electrical infrastructure, or customer “campus” branding of a hyperscale facility. If the 9.9 MW envelope is later interpreted more restrictively, or if aggregation of nearby sites is treated as a single large facility, we could lose the permitting path on which the program is built.

Current report

We may be unable to obtain or maintain the permits and designations our sites require.

Current report

Each site is expected to require, among other things, municipal development approval, Alberta Environment and Protected Areas authorizations, AUC Rule 007 power-plant approval for a facility under 10 MW, and an Industrial System Designation or other lawful self-supply arrangement. Timelines we have disclosed (including a target of fully permitted sites within a defined period after release to work, and program-wide permitting by the end of the first quarter of 2027) are targets, not approvals. Conditions, appeals, information requests, changes in Rule 007 practice, or denial of an Industrial System Designation could delay energization, increase cost, or make a site uneconomic. Because generation and load are intended to remain on site, we do not face Alberta Electric System Operator large-load interconnection allocation in the same way as grid-connected hyperscale projects; we remain exposed to changes in provincial self-supply, emissions, methane, and industrial-system rules.

Current report

We depend on BlueFlare (and a small number of Alberta vendors) for development, construction, and field operations.

Current report

Development, construction, and site operations are expected to be performed by BlueFlare Group Holdings Inc. or its affiliates, which is not expected to take title to project assets. We do not have a large internal Alberta construction or plant-operations organization. If BlueFlare is unable or unwilling to perform, if the commercial arrangements are not documented on the terms we expect, or if we cannot replace that capability at comparable cost and speed, sites will be delayed or stranded. Concentration of technical know-how in one development partner is a material risk for a distributed 9.9 MW fleet.

Current report

Natural gas supply, local delivery, and fuel price are core operating risks, even though we do not depend on the Alberta power grid.

Current report

Sites are planned next to producing or recently producing gas infrastructure so that fuel can be delivered at or near the parcel boundary and electricity generated and consumed on site. That design is intended to avoid grid interconnection, transmission tariffs, and the AESO large-load queue. It substitutes gas-market and midstream risk: wellhead or plant outages, gathering or lateral constraints, commodity-price spikes, producer insolvency, take-or-pay imbalance, quality specifications, and winter deliverability. A 9.9 MW site has a smaller absolute fuel requirement than a hyperscale campus, but it has little on-site fuel diversity. Interruption at a single adjacent facility can take a whole site offline. We may not have fully executed, long-tenor, fixed-price gas contracts for the program.

Current report

Equipment lead times and cost inflation apply to modular generation and halls, not only to large turbines.

Current report

Global tightness in gas generation equipment is most acute for large frame turbines used by hyperscalers. Our sites are expected to use multiple smaller generating units, modular data halls, switchgear, cooling skids, and battery or bridging equipment. Those categories also face lengthening lead times, price increases, and commissioning risk. A missed genset or hall delivery can idle an entire 9.9 MW site. We may be required to place deposits long before offtake and project financing are closed.

Current report

Modular construction reduces some civil-works risk and creates others.

Current report

Halls and generation are intended to be factory-built or skid-mounted and assembled on prepared pads. That can shorten field construction relative to a poured hyperscale hall, but it introduces factory-slot risk, transport of oversized modules on Alberta roads (seasonal weight restrictions, weather, permitting), interface risk among vendors, and warranty complexity. Site work in Brooks, Coronation, Fox Creek, and Vulcan still requires foundations, gas and electrical interconnects, fiber laterals, security, and winter-capable access. Modular does not eliminate construction delay.

Current report

We may be unable to contract capacity on take-or-pay or other terms that support construction capital.

Current report

Our stated approach is to contract capacity before committing construction capital to a site. Customers are expected to provide their own GPUs, servers, network gear, and software; we provide powered land, generation to the rack, cooling, white space, security, and operations. That splits capex but also means utilization, density, and thermal design depend on customer equipment we do not control. Enterprise and mid-market AI/HPC buyers may demand shorter terms, higher SLAs, or more redundancy than a single 9.9 MW islanded plant can offer. If offtake lags permitting, we will hold permitted land at carrying cost. If we build ahead of contracts, we take merchant or Bitcoin-flex utilization risk.

Current report

Each 9.9 MW site has a smaller addressable customer set than a hyperscale campus.

Current report

A site of this size is generally better suited to inference, enterprise HPC, or partitioned colocation than to frontier model training that seeks hundreds of megawatts in one hall. Customers that require massive contiguous clusters, diverse utility feeds, or multi-building campuses may not use our product. Conversely, if inference demand is weaker or more price-sensitive than expected, we may not fill ten sites. Campus grouping (several separately permitted 9.9 MW sites under one field organization) is intended to offer expansion without a single 75 MW+ regulated facility; customers may still view the product as fragmented.

Current report

Alberta climate and operating conditions differ from the heat- and water-constrained markets oftendescribed in data-center risk factors; they create a different set of physical risks.

Current report

Our sites are in Alberta. Mean summer temperatures and humidity are lower than in many U.S. Sun Belt data-center markets, which reduces—but does not eliminate—the need for high-capacity evaporative or adiabatic cooling and the associated water withdrawals that characterize large campuses in arid regions. We do not currently expect water scarcity or extreme heat derates to be the primary physical constraint on these 9.9 MW plants. Material physical risks instead include extreme cold, freeze-off of gas supply or cooling circuits, snow and ice limiting access and maintenance, chinook-driven temperature swings, wildfire smoke affecting air-cooled equipment and filters, and spring road bans that delay module delivery. Cooling design, winterization, and spare-parts logistics must be specified for that climate. A design copied from a hot climate hyperscale campus would be mismatched.

Current report

Political and permitting opposition of the kind seen against some large U.S. or coastal hyperscale campuses is not the principal near-term risk we identify in rural Alberta, but it is not zero.

Current report

Alberta policy has been explicitly oriented toward attracting data-center investment on a “bring your own power” basis, and our sites are sized and sited as small industrial plants next to existing gas activity rather than as multi-hundred-megawatt campuses on the edge of major cities. We therefore do not treat organized political shutdown or water-rights campaigns as the base-case permitting risk. Residual risks remain: municipal land-use conditions, Indigenous consultation and treaty-related process, federal impact-assessment or methane/carbon rules, changes in government, and local nuisance, noise, or flaring concerns. Any of those can add time and cost. A change in Alberta’s self-supply or data-centre regulation could be more consequential than activism.

Current report

Fiber, latency, and remote-site operations may limit the product.

Current report

Rural or semi-rural Alberta parcels that are attractive for gas may be less attractive for carrier diversity and low-latency paths to U.S. or Toronto/Vancouver interconnects. Identified fiber routes can fail to materialize on schedule or at the capacity customers require. A 9.9 MW islanded plant still needs reliable transport; without it, the hall is stranded generation.

Current report

Project-level ownership and financing may not close on acceptable terms.

Current report

Each site is expected to sit in a dedicated Alberta project company that we own, with BlueFlare providing services and taking no title. Construction capital is expected to attach at the project level against contracted cash flows. We are a small-cap issuer with limited parent liquidity relative to a ten-site, 99 MW program. If lenders require more sponsor equity, completion guarantees, or offtake quality than we can provide, sites will stall after permitting. Cross-default or parent support, if given, could transmit project risk to the listed company.

Current report

Regulatory, tax, and cross-border structure risk.

Current report

Project companies, land, and operations will be in Canada; the parent is a Delaware corporation with a historical China operating footprint. We will be exposed to Canadian federal and Alberta tax, withholding, transfer-pricing, GST, carbon-pricing or output-based allocation rules, and any future border or investment-review measures. Currency mismatch (CAD costs and, potentially, USD customer contracts) can move project IRRs. Our China businesses continue to require management attention and capital and remain subject to PRC regulatory risk; that distraction or a need to fund China operations could slow Alberta execution.

Current report

Insurance, environmental, and operational incidents at a small unmanned or lightly staffed site can take the entire plant offline.

Current report

A 9.9 MW islanded site has less internal redundancy than a multi-hall hyperscale campus with multiple substations. Generator failure, fire in a modular hall, gas leak, or control-system fault can interrupt all critical IT load at that site. Insurance for generation-plus-compute in rural Alberta may be costly or limited. Environmental liability for spills, emissions, or noise sits with the project company and, depending on structuring, could reach the parent.

Current report

Competition and technology change.

Current report

Other developers are pursuing Alberta BTM and grid-tethered capacity. Hyperscalers that obtain scarce AESO allocations or build large tethered plants may set price and SLA expectations we cannot match at 9.9 MW. Modular hall and cooling standards will change with rack density. If customer GPU thermal design outruns our permitted envelope or cooling plant, we may need new permits or stranded halls.

Current report

Bitcoin or other flexible load, if used to firm a site before AI offtake, introduces commodity and policy risk.

Current report

Some early concepts contemplated co-located Bitcoin mining as a load-following sink. Bitcoin hash price, equipment cost, and any future Alberta or federal treatment of digital-asset loads could make that buffer uneconomic, leaving generation without a customer.

Current report

Forward-looking timelines we have announced are subject to substantial uncertainty.

Current report

Disclosed targets—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.

Previous report

Risks Related to the Business

Previous report

We have a limited operating history and, as a result, our past results may not be indicative of future operating performance.

Previous report

We have a limited operating history, which makes it difficult to forecast our future results. You should not rely on our past results of operations as indicators of future performance. You should consider and evaluate our prospects in light of the risks and uncertainty frequently encountered by companies like ours.

Previous report

If we fail to address the risks and difficulties that we face, including those described elsewhere in this “Risk Factors” section, our business, financial condition and results of operations could be adversely affected. Further, because we have limited historical financial data and operate in an evolving market, any predictions about our future revenue and expenses may not be as accurate as they would be if we had a longer operating history or operated in a more predictable market. We have encountered in the past, and will encounter in the future, risks and uncertainties frequently experienced by growing companies with limited operating histories in rapidly changing industries. If our assumptions regarding these risks and uncertainties are incorrect or change, or if we do not address these risks successfully, our results of operations could differ materially from our expectations and our business, financial condition and results of operations could be adversely affected.

Previous report

For all annual periods of our operating history we have experienced net losses. We generated net losses of approximately $2.0 million during the three-month period ended May 31, 2026 and net losses of approximately $7.0 million, $5.1 million and $3.8 million for the years ended February 28, 2026, 2025 and 2024, respectively. At May 31, 2026 and February 28, 2026, we had an accumulated deficit of $43.1 million and $41.2 million, respectively. We have not achieved profitability, and we may not realize sufficient revenue to achieve profitability in future periods. Our expenses will likely increase in the future as we develop and launch new offerings and platform features, expand in existing and new markets, increase our sales and marketing efforts and continue to invest in our platform. These efforts may be more costly than we expect and may not result in increased revenue or growth in our business. If we are unable to generate adequate revenue growth and manage our expenses, we may continue to incur significant losses in the future and may not be able to achieve or maintain profitability.

Previous report

We are currently experiencing growth in our business. This expansion increases the complexity of our business and has placed, and will continue to place, strain on our management, personnel, operations, systems, technical performance, financial resources and internal financial control and reporting functions. Our ability to manage our growth effectively and to integrate new employees, technologies and acquisitions into our existing business will require us to continue to expand our operational and financial infrastructure and to continue to retain, attract, train, motivate and manage employees. Continued growth could strain our ability to develop and improve our operational, financial and management controls, enhance our reporting systems and procedures, recruit, train and retain highly skilled personnel and maintain user satisfaction. Additionally, if we do not effectively manage the growth of our business and operations, the quality of our offerings could suffer, which could negatively affect our reputation and brand, business, financial condition and results of operations.

Previous report

We depend on our key personnel and other highly skilled personnel, and if we fail to attract, retain, motivate or integrate our personnel, our business, financial condition and results of operations could be adversely affected.

Previous report

Our success depends in part on the continued service of our founders, senior management team, key technical employees and other highly skilled personnel and on our ability to identify, hire, develop, motivate, retain and integrate highly qualified personnel for all areas of our organization. We may not be successful in attracting and retaining qualified personnel to fulfill our current or future needs. Our competitors may be successful in recruiting and hiring members of our management team or other key employees, and it may be difficult for us to find suitable replacements on a timely basis, on competitive terms or at all. If we are unable to attract and retain the necessary personnel, particularly in critical areas of our business, we may not achieve our strategic goals.

Previous report

Our concentration of earnings from two telecommunications companies may have a material adverse effect on our financial condition and results of operations.

Previous report

We currently derive a substantial amount of our total revenue through contracts secured with China Unicom and China Mobile. If we were to lose the business of one or both of these mobile telecommunications companies, if either were to fail to fulfill its obligations to us, if either were to experience difficulty in paying rebates to us on a timely basis, if either negotiated lower pricing terms, or if either increased the number of licensed payment portals it permits to process its payments, it could have a material adverse effect on our competitive position, business, financial condition, results of operations and cash flows. Additionally, we cannot guarantee that the volume of revenue we earn from China Unicom and China Mobile will remain consistent going forward. Any substantial change in our relationships with either China Unicom or China Mobile, or both, whether due to actions by our competitors, regulatory authorities, industry factors or otherwise, could have a material adverse effect on our business, financial condition and results of operations.

Previous report

Any actual or perceived security or privacy breach could interrupt our operations, harm our brand and adversely affect our reputation, brand, business, financial condition and results of operations.

Previous report

Our business involves the processing and transmission of our users’ personal and other sensitive data. Because techniques used to obtain unauthorized access to or to sabotage information systems change frequently and may not be known until launched against us, we may be unable to anticipate or prevent these attacks. Unauthorized parties may in the future gain access to our systems or facilities through various means, including gaining unauthorized access into our systems or facilities or those of our service providers, partners or users on our platform, or attempting to fraudulently induce our employees, service providers, partners, users or others into disclosing names, passwords, payment information or other sensitive information, which may in turn be used to access our information technology systems, or attempting to fraudulently induce our employees, partners or others into manipulating payment information, resulting in the fraudulent transfer of funds to criminal actors. In addition, users on our platform could have vulnerabilities on their own mobile devices that are entirely unrelated to our systems and platform but could mistakenly attribute their own vulnerabilities to us. Further, breaches experienced by other companies may also be leveraged against us. For example, credential stuffing attacks are becoming increasingly common and sophisticated actors can mask their attacks, making them increasingly difficult to identify and prevent. Certain efforts may be state-sponsored or supported by significant financial and technological resources, making them even more difficult to detect.

Previous report

Although we have developed systems and processes that are designed to protect our users’ data, prevent data loss and prevent other security breaches, these security measures cannot guarantee security. Our information technology and infrastructure may be vulnerable to cyberattacks or security breaches; also, employee error, malfeasance or other errors in the storage, use or transmission of personal information could result in an actual or perceived privacy or security breach or other security incident.

Previous report

Any actual or perceived breach of privacy or security could interrupt our operations, result in our platform being unavailable, result in loss or improper disclosure of data, result in fraudulent transfer of funds, harm our reputation and brand, damage our relationships with third-party partners, result in significant legal, regulatory and financial exposure and lead to loss of confidence in, or decreased use of, our platform, any of which could adversely affect our business, financial condition and results of operations. Any breach of privacy or security impacting any entities with which we share or disclose data (including, for example, our third-party providers) could have similar effects.

Previous report

Additionally, defending against claims or litigation based on any security breach or incident, regardless of their merit, could be costly and divert management’s attention. We cannot be certain that our insurance coverage will be adequate for data handling or data security liabilities actually incurred, that insurance will continue to be available to us on commercially reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim. The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have an adverse effect on our reputation, brand, business, financial condition and results of operations.

Previous report

Systems failures and resulting interruptions in the availability of our platform or offerings could adversely affect our business, financial condition and results of operations.

Previous report

Our systems, or those of third parties upon which we rely, may experience service interruptions or degradation because of hardware and software defects or malfunctions, distributed denial-of-service and other cyberattacks, human error, earthquakes, hurricanes, floods, fires, natural disasters, power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks, computer viruses, ransomware, malware or other events. Our systems also may be subject to break-ins, sabotage, theft and intentional acts of vandalism, including by our own employees. Some of our systems are not fully redundant and our disaster recovery planning may not be sufficient for all eventualities. Our business interruption insurance may not be sufficient to cover all of our losses that may result from interruptions in our service as a result of systems failures and similar events.

Previous report

We have not experienced any system failures or other events or conditions that have interrupted the availability or reduced or affected the speed or functionality of our offerings. These events, were they to occur in the future, could adversely affect our business, reputation, results of operations and financial condition.

Previous report

The successful operation of our business depends upon the performance and reliability of Internet, mobile, and other infrastructures that are not under our control.

Previous report

Our business depends on the performance and reliability of Internet, mobile and other infrastructures that are not under our control. Disruptions in Internet infrastructure or the failure of telecommunications network operators to provide us with the bandwidth we need to provide our services and offerings could interfere with the speed and availability of our platform. If our platform is unavailable when platform users attempt to access it, or if our platform does not load as quickly as platform users expect, platform users may not return to our platform as often in the future, or at all, and may use our competitors’ products or offerings more often. In addition, we have no control over the costs of the services provided by national telecommunications operators. If mobile Internet access fees or other charges to Internet users increase, consumer traffic may decrease, which may in turn cause our revenue to significantly decrease.

Previous report

Our business depends on the efficient and uninterrupted operation of mobile communications systems. The occurrence of an unanticipated problem, such as a power outage, telecommunications delay or failure, security breach or computer virus could result in delays or interruptions to our services, offerings and platform, as well as business interruptions for us and platform users. Furthermore, foreign governments may leverage their ability to shut down directed services, and local governments may shut down our platform at the routing level. Any of these events could damage our reputation, significantly disrupt our operations, and subject us to liability, which could adversely affect our business, financial condition and operating results. We have invested significant resources to develop new products to mitigate the impact of potential interruptions to mobile communications systems, which can be used by consumers in territories where mobile communications systems are less efficient. However, these products may ultimately be unsuccessful.

Previous report

We may be subject to claims, lawsuits, government investigations and other proceedings that may adversely affect our business, financial condition and results of operations*.*

Previous report

We may be subject to claims, lawsuits, arbitration proceedings, government investigations and other legal and regulatory proceedings as our business grows and as we deploy new offerings, including proceedings related to our products or our acquisitions, securities issuances or business practices. The results of any such claims, lawsuits, arbitration proceedings, government investigations or other legal or regulatory proceedings cannot be predicted with certainty. Any claims against us, whether meritorious or not, could be time-consuming, result in costly litigation, be harmful to our reputation, require significant management attention and divert significant resources. Determining reserves for litigation is a complex and fact-intensive process that requires significant subjective judgment and speculation. It is possible that such proceedings could result in substantial damages, settlement costs, fines and penalties that could adversely affect our business, financial condition and results of operations. These proceedings could also result in harm to our reputation and brand, sanctions, consent decrees, injunctions or other orders requiring a change in our business practices. Any of these consequences could adversely affect our business, financial condition and results of operations. Furthermore, under certain circumstances, we have contractual and other legal obligations to indemnify and to incur legal expenses on behalf of our business and commercial partners and current and former directors and officers.

Previous report

We may require additional funding to support our business, and any failure to obtain such funding or to comply with the terms of any financing we obtain could materially and adversely affect our business, financial condition and results of operations.

Previous report

To grow our business, FingerMotion currently looks to take advantage of the immense growth in the total variety of mobile services provided in China. For the Company to continue to grow, the deposit with the Telecoms needs to increase, as most of the revenue we process is dependent on the size of the deposit we have with each Telecom. We will need to raise additional capital to materially increase the amounts of these deposits with the Telecoms and to support the rollout of our Command & Communications business. If we raise additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to those of our common stock, and our existing stockholders may experience dilution. Any debt financing secured by us in the future could involve restrictive covenants relating to our capital-raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities. A failure to comply with the terms of any financing could result in an event of default, entitling our creditors to exercise various remedies, including increasing interest rates, accelerating repayment of all outstanding amounts, or enforcing security interests over our assets, any of which could adversely affect our business, financial condition and results of operations. We cannot be certain that additional funding will be available to us on favorable terms, or at all. If we are unable to obtain adequate funding or funding on terms satisfactory to us, when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly limited, and our business, financial condition and results of operations could be adversely affected.

Previous report

Companies in the Internet and technology industries are frequently subject to litigation based on allegations of infringement or other violations of intellectual property rights. In addition, certain companies and rights holders seek to enforce and monetize patents or other intellectual property rights they own, have purchased or otherwise obtained. As we gain a public profile and the number of competitors in our market increases, the possibility of intellectual property rights claims against us grows. From time to time, third parties may assert claims of infringement of intellectual property rights against us. Many potential litigants, including some of our competitors and patent-holding companies, have the ability to dedicate substantial resources to assert their intellectual property rights. Any claim of infringement by a third party, even those without merit, could cause us to incur substantial costs defending against the claim, could distract our management from our business and could require us to cease use of such intellectual property. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, we risk compromising our confidential information during this type of litigation. We may be required to pay substantial damages, royalties or other fees in connection with a claimant securing a judgment against us, we may be subject to an injunction or other restrictions that prevent us from using or distributing our intellectual property, or we may agree to a settlement that prevents us from distributing our offerings or a portion thereof, which could adversely affect our business, financial condition and results of operations.

Previous report

With respect to any intellectual property rights claim, we may have to seek out a license to continue operations found to be in violation of such rights, which may not be available on favorable or commercially reasonable terms and may significantly increase our operating expenses. Some licenses may be non-exclusive, and therefore our competitors may have access to the same technology licensed to us. If a third party does not offer us a license to its intellectual property on reasonable terms, or at all, we may be required to develop alternative, non-infringing technology, which could require significant time (during which we would be unable to continue to offer our affected offerings), effort and expense and may ultimately not be successful. Any of these events could adversely affect our business, financial condition and results of operations.

Previous report

Geopolitical Tensions Between the United States and China Could Adversely Affect Our Operations and Business Environment.

Previous report

Although our services are not directly affected by tariffs, ongoing political and trade tensions between the United States and China could lead to new regulations or restrictions that may impact our operations. These may include changes in laws, data rules, or cross-border business policies that we cannot predict at this time. Any unexpected government action could affect how we operate or grow our business in the future.

Previous report

Risks Related to Our Securities

Previous report

Our stock has limited liquidity.

Previous report

Our common stock began trading on the Nasdaq Capital Market on December 28, 2021, and before that it traded on the OTCQX operated by OTC Markets Group Inc. Trading volume in our shares may be sporadic and the price could experience volatility. If adverse market conditions exist, you may have difficulty selling your shares.

Previous report

The market price of our common stock may fluctuate significantly in response to numerous factors, some of which are beyond our control, including the following:

Previous report

We have never declared nor paid cash dividends on our capital stock. We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any cash dividends in the foreseeable future. As a result, stockholders must rely on sales of their common stock after price appreciation as the only way to realize any future gains on their investment.

Previous report

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, the market price and trading volume of our common stock could decline.

Previous report

The trading market for our common stock may depend in part on the research and reports that securities or industry analysts publish about us, our business, our market or our competition. The analysts’ estimates are based upon their own opinions and are often different from our estimates or expectations. If one or more of the analysts who cover us downgrade our common stock, provide a more favorable recommendation about our competitors or publish inaccurate or unfavorable research about our business, the price of our securities would likely decline. If few securities analysts commence coverage of us, or if one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our securities could decrease, which might cause the price and trading volume of our common stock to decline.

Previous report

The continued sale of our equity securities will dilute the ownership percentage of our existing shareholders and may decrease the market price for our Common Shares.

Previous report

Our Certificate of Incorporation, as amended, authorize the issuance of up to 200,000,000 Common Shares and up to 1,000,000 shares of preferred stock (“Preferred Shares”). Our Board of Directors has the authority to issue additional shares of our capital stock to provide additional financing in the future and designate the rights of the preferred shares, which may include voting, dividend, distribution or other rights that are preferential to those held by the common stockholders. The issuance of any such common or preferred shares may result in a reduction of the book value or market price of our outstanding common shares. To grow our business substantially, we will likely have to issue additional equity securities to obtain working capital to deposit with the telecommunications companies for which we process mobile recharge payments. Our efforts to fund our intended business plans will therefore result in dilution to our existing stockholders. If we do issue any such additional common shares, such issuance also will cause a reduction in the proportionate ownership and voting power of all other stockholders. As a result of such dilution, if you acquire common shares your proportionate ownership interest and voting power could be decreased. Furthermore, any such issuances could result in a change of control or a reduction in the market price for our common shares.

Previous report

As a public company, we are subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act of 2002 (the “SOX”). The SOX requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we will file with the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive and financial officers. We are also continuing to improve our internal control over financial reporting. We have expended, and anticipate that we will continue to expend, significant resources in order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting.

Previous report

Our current controls and any new controls that we develop may become inadequate because of changes in the conditions in our business. Further, weaknesses in our disclosure controls or our internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, could harm our results of operations or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting could also adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we will eventually be required to include in our periodic reports that will be filed with the SEC. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely adversely affect the market price of our common stock.