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FingerMotion, Inc.

For the period ended Aug 31, 2025. Filed Oct 14, 2025.

View on SEC.gov

About 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, 2025 · Filed Oct 14, 2025

FNGR$0.11+5.1%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

The 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 141 previous paragraphs and 180 current paragraphs.

100 unchanged; 34 reworded; 29 added; 7 removed; 0 previous and 17 current paragraphs rearranged.

Tables are not compared: 15 previous and 23 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 (29)

Current report

As part of its regional initiatives, the Company also entered into an agreement with PT Mach Wireless Teknologi in Indonesia to explore the introduction of an AI-powered insurance risk rating platform.

Current report

Building on these earlier initiatives, the Company has most recently advanced development of its Insurance Management and Enablement (“IME”) platform, a digital solution designed to streamline customer management, product configuration, policy administration, and performance tracking across the insurance value chain. IME is positioned as a cornerstone initiative under Sapientus, with the objective of improving efficiency, compliance, and decision-making for insurers and brokers while creating new avenues for recurring revenue and strategic partnerships.

Current report

On September 30, 2025, our Company, our WOFE, JiuGe Management, and Shanghai Jihaohe Information Technology Co., Ltd. (“Shanghai Jihaohe”), entered into an asset purchase agreement pursuant to which we caused JiuGe Management to acquire all of the intellectual property (including, without limitation, all of the inventions, software in source code or object code, trademarks, copyrights and trade secrets) underpinning our DaGe platform, in consideration of the issuance by us to Shanghai Jihaohe on October 2, 2025, of 1,500,000 fully-paid and non-assessable shares of our common stock at a deemed issuance price of $1.57 per share.

Current report

The DaGe Platform, launched in 2024, continues to gain early momentum, generating $6,898 in revenue compared to $4,789 in the same period last year. While revenue contributions remain modest, growth indicates increasing user engagement and potential for stronger contributions as services scale and integration with EV charging networks deepens.

Current report

The Big Data segment generated revenue of $147 during the quarter. A key focus is the development of our Insurance Management and Enablement (IME) platform, which provides an end-to-end digital solution for insurance brokers by streamlining customer management, product configuration, policy administration, and performance tracking. We are actively pursuing commercial opportunities for IME, which we believe can become a core driver of recurring revenue and strategic partnerships. Alongside IME, we continue to advance other Sapientus initiatives such as customer profiling tools, AI chatbots, all of which contribute to building an AI-powered ecosystem that supports insurers and telecom partners while expanding our future revenue streams across Southeast Asia.

Current report

For the three months ended August 31, 2025, we recorded a gross profit of $38,740, a decrease of $262,288 or 87%, compared to the three months ended August 31, 2024. The decline in gross profit is primarily attributable to margin variability within the Telecommunication Products & Services segment, where certain transactions carried lower margins. While margins in this segment may fluctuate, the business remains a strategic core of our business as maintaining scale and presence in the telecom market is crucial to supporting our broader ecosystem and creating cross-selling opportunities with our emerging platforms. In addition, initial ramp-up costs in our emerging segments, particularly the DaGe Platform and Command and Communication business, contributed to overall margin pressure, as these segments are still in the early stages of development and have yet to achieve scale efficiencies.

Current report

The following table sets forth the Company’s marketing costs for the periods indicated:

Current report

Within Sapientus, our primary focus has been the development of the IME platform, a digital solution designed to integrate customer management, product configuration, policy administration, and performance tracking across the insurance value chain. The IME platform aims to enhance efficiency, minimize errors, strengthen compliance, and provide real-time insights for insurers and brokers. During the quarter, we continued to advance IME toward commercialization and pursue opportunities for strategic partnerships.

Current report

We recorded ($71,198) in credit impairment loss for the three months ended August 31, 2025, compared to no such losses for the three months ended August 31, 2024. The favorable movement reflects updated evaluation of customer credit risk and overall credit exposure, resulting in a reduction of previously estimated credit losses.

Current report

The net loss attributable to the Company’s shareholders was $1,541,010 for the three months ended August 31, 2025 and $1,688,229 for the three months ended August 31, 2024. The decrease in net loss attributable to the Company’s shareholders of $147,219 or 9% resulted primarily from the reduction in operating expenses as discussed above.

Current report

Six Months Ended August 31, 2025 Compared to Six Months Ended August 31, 2024*

Current report

We recorded $17,106,254 in revenue for the six months ended August 31, 2025, an increase of $273,508 or 2%, compared to the six months ended August 31, 2024. This increase resulted from increases in revenue of $152,371, $12,584, $81,096 and $27,457 from our Telecommunication Products & Services, DaGe Platform, Command & Communication and Big Data, respectively.

Current report

The Big Data segment generated revenue of $27,457for the six months ended August 31, 2025. Our primary focus in this segment has been advancing the Insurance Management and Enablement (IME) platform, a digital solution designed to integrate customer management, product configuration, policy administration, and performance tracking for insurance brokers and insurers. IME is being positioned as a cornerstone for future recurring revenue and strategic partnerships, and we are actively pursuing commercial opportunities around the platform. In addition to IME, we continue to develop other Sapientus initiatives, including intelligent customer profiling tools and AI chatbots. Collectively, these initiatives are building an AI-powered ecosystem that supports insurers and telecom partners and lays the foundation for subscriptions services, consulting solutions, and data-enable product distribution across Southeast Asia.

Current report

We recorded depreciation of $18,319 for fixed assets for the six months ended August 31, 2025, a decrease of $5,435 or 23%, compared to the six months ended August 31, 2024.

Current report

We incurred fees of $250,192 in research & development for the six months ended August 31, 2025 as compared to $359,266 for the six months ended August 31, 2024 representing a decrease of $109,074 or 30%.

Current report

Within Sapientus, our primary focus has been the development of the Insurance Management and Enablement (IME) platform, a digital solution designed to integrate customer management, product configuration, policy administration, and performance tracking across the insurance value chain. IME is designed to improve efficiency, reduce errors, strengthen compliance, and provide real-time insights for insurers and brokers. During the six month period, we advanced IME towards commercialization and continued to pursue opportunities for strategic partnerships.

Current report

In addition to IME, we maintained and enhanced our credit risk assessment platform and continued to develop other AI-powered analytics initiatives, including intelligent risk evaluation, product innovation, and a sales enablement tool. We also refine our analytics initiatives, including using empirical data to strengthen future capabilities in portfolio segmentation and data-driven distribution strategies. The Company continues to maintain all the registered patents in China covering proprietary model algorithms and insurance analytics infrastructure.

Current report

We recorded $3,669,611 in operating expenses for the six months ended August 31, 2025, as compared to $4,350,172 in operating expenses for the six months ended August 31, 2024. The decrease of $680,561 or 16%, for the six months ended August 31, 2025 is as set forth above.

Current report

On September 30, 2025, our Company, our WOFE, JiuGe Management, and Shanghai Jihaohe, entered into an asset purchase agreement pursuant to which we caused JiuGe Management to acquire all of the intellectual property (including, without limitation, all of the inventions, software in source code or object code, trademarks, copyrights and trade secrets) underpinning our DaGe platform, in consideration of the issuance by us to Shanghai Jihaohe on October 2, 2025, of 1,500,000 fully-paid and non-assessable shares of our common stock at a deemed issuance price of $1.57 per share.
Removed paragraphs (7)

Previous report

Building on these capabilities, the Company signed an agreement with PT Mach Wireless Teknologi to introduce its AI-powered insurance risk rating platform in Indonesia. The platform applies proprietary machine learning and risk analytics to support motor, health, and life insurance underwriting, adapted to local infrastructure and regulations. This arrangement aims to advance the telco-insurance ecosystem by fostering collaboration between telecom operators, insurers, and local digital service providers.

Previous report

The video game industry covers multiple sectors and is currently experiencing a move away from physical games towards digital software. Advances in technology and streaming now allow users to download games rather than visiting retailers. While publishers are expanding their direct-to-consumer models through mobile gaming, eSports and virtual, the Company has exited the video game business and re-directed its resources towards new business opportunities in China, particularly the mobile phone payment and data business.

Previous report

The Big Data segment generated revenue of $27,310 during the quarter. During this period, we continued to advance our AI-driven analytics initiatives under the Sapientus brand, with a focus on developing an insurance analytics platform and a broader AI-powered ecosystem. These initiatives include the rollout of intelligent customer profiling tools, AI chatbots, and web-based financial literacy platform aimed at supporting insurance and telco partners. We are progressing from system design and testing toward commercial deployment, targeting future revenue streams through platform subscriptions, consulting services, and data-enable product distribution across Southeast Asia.

Previous report

The Sapientus division continues to focus on AI-powered analytics and insurance-related data modelling, supported by a team of actuaries, data scientists, and software engineers. During the quarter, we continued to maintain and refine our credit risk assessment platform as part of our broader suite of data-driven solutions.

Previous report

We did, however, as of May 31, 2025, receive $950,000 in subscription proceeds to purchase 380,000 shares of our common stock at $2.50 per share on a private placement basis, $1,724,615 from the exercise of warrants to purchase 1,149,743 shares of our common stock at $1.50 per share and $282,000 from the exercise of warrants to purchase 150,000 shares of our common stock at $1.88 per share.

Previous report

Other than the above, we have determined that we do not have any material subsequent events to report.
Reworded paragraphs (34)

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, 2025, and our Annual Report on Form 10-K for the fiscal year ended February 28, 2025, 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, 2025, 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, 2025, and our Annual Report on Form 10-K for the fiscal year ended February 28, 2025, 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, 2025, 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, 2025, our most recently completed year end, to May 31, 2025, and our results of operations for the three months ended May 31, 2025, and should be read in conjunction with Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations as contained in our Annual Report on Form 10-K for the fiscal year ended February 28, 2025.

Current wording

This MD&A is focused on material changes in our financial condition from February 28, 2025, our most recently completed year end, to August 31, 2025, and our results of operations for the six months ended August 31, 2025, and should be read in conjunction with Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations as contained in our Annual Report on Form 10-K for the fiscal year ended February 28, 2025.

Previous wording

To operate, the VIE and Beijing XunLian TianXia Technology Co., Ltd. are required to obtain, and have obtained, a value-added telecommunications business licence from PRC authorities. In connection with our previous issuance of securities to foreign investors, under current PRC laws, regulations and regulatory rules, as of the date of this periodic report on Form 10-Q, we, our PRC subsidiaries and the VIE, (i) are not required to obtain permissions from the CSRC except that as of March 31, 2023 we may have to file with the CSRC with respect to a new offering of our securities, (ii) are not required to go through cybersecurity review by the CAC, and (iii) have received or were not denied such requisite permissions by any PRC authority. If we, our subsidiaries or the VIE (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required or (iii) applicable laws, regulations, or interpretations change and we are required to obtain such permissions or approvals in the future, we may be subject to government enforcement actions, investigations, penalties, sanctions and fines imposed by the CSRC, the CAC and relevant departments of the State Council. In severe circumstances, the business of our PRC subsidiary may be ordered to suspend and its business qualifications and licenses may be revoked.

Current wording

To operate, the VIE and Beijing XunLian TianXia Technology Co., Ltd. are required to obtain, and have obtained, a value-added telecommunications business license from PRC authorities. In connection with our previous issuance of securities to foreign investors, under current PRC laws, regulations and regulatory rules, as of the date of this periodic report on Form 10-Q, we, our PRC subsidiaries and the VIE, (i) are not required to obtain permissions from the CSRC except that as of March 31, 2023 we may have to file with the CSRC with respect to a new offering of our securities, (ii) are not required to go through cybersecurity review by the CAC, and (iii) have received or were not denied such requisite permissions by any PRC authority. If we, our subsidiaries or the VIE (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required or (iii) applicable laws, regulations, or interpretations change and we are required to obtain such permissions or approvals in the future, we may be subject to government enforcement actions, investigations, penalties, sanctions and fines imposed by the CSRC, the CAC and relevant departments of the State Council. In severe circumstances, the business of our PRC subsidiary may be ordered to suspend and its business qualifications and licenses may be revoked.

Previous wording

FingerMotion started and commercialized its “Business to Business” (“B2B”) model by integrating with various e-commerce platforms to provide its mobile payment and recharge services to subscribers or end consumers. In the first quarter of 2019 FingerMotion expanded its business by commercializing its first “Business to Consumer” (“B2C”) model, offering the telecommunication providers’ products and services, including data plans, subscription plans, mobile phones, and loyalty points redemption, directly to subscribers or customers of the e-commerce companies, such as PinDuoDuo.com, TMall.com and JD.Com. The Company is planning to further expand its universal exchange platform by setting up B2C stores on several other major e-commerce platforms in China. In addition, we have been designated as one of China’s Mobile’s loyalty redemption partners, which allows us to provide such services for their customers via our platform.

Current wording

FingerMotion started and commercialized its “Business to Business” (“B2B”) model by integrating with various e-commerce platforms to provide its mobile payment and recharge services to subscribers or end consumers. In the first quarter of 2019, FingerMotion expanded its business by commercializing its first “Business to Consumer” (“B2C”) model, offering the telecommunication providers’ products and services, including data plans, subscription plans, mobile phones, and loyalty points redemption, directly to subscribers or customers of the e-commerce companies, such as PinDuoDuo.com, TMall.com, and JD.Com. The Company plans to further expand its universal exchange platform by setting up B2C stores on several other major e-commerce platforms in China. In addition, we have been designated as one of China Mobile’s loyalty redemption partners, which allows us to provide such services for their customers via our platform.

Previous wording

During the recent fiscal year, the Company expanded its offering under their telecommunication product and services by increasing their product line revenue streams. In March 2020, FingerMotion secured a contract with both China Mobile and China Unicom to acquire new users to take up the respective subscription plans.

Current wording

In March 2020, FingerMotion secured contracts with both China Mobile and China Unicom to acquire new users to take up the respective subscription plans.

Previous wording

These are new product and services that the Company expects to secure and work with the telecommunication provider and all our e-commerce platform partners to market. In February 2022, our contractually controlled subsidiary, JiuGe Technology, through its 99% own subsidiary Shanghai TengLian JiuJiu Information Communication Technology Co., Ltd. signed an agreement with both China Unicom and China Mobile to co-operate in the introduction of the Mobile Device Protection product which is incorporated into the Telecommunication subscription plans in line with their roll out of new mobile phones and new 5G phones. In mid-July 2022, we launched the Mobile Device protection product with the roll out of the new mobile phones and 5G phones. Complementing our hardware protection services, we have introduced cloud services designed to offer corporate customers robust data storage, processing capabilities, and databases accessible via the internet.

Current wording

The Company continues to evaluate and develop value-added products and services in collaboration with the telecommunication provider and all our e-commerce platform partners. In 2022, our contractually-controlled subsidiary, JiuGe Technology, through its 99% owned subsidiary Shanghai TengLian JiuJiu Information Communication Technology Co., Ltd. entered into an agreement with both China Unicom and China Mobile to introduce a Mobile Device Protection product as part of subscription plans for new mobile phones and new 5G devices. The initiatives formed part of our broader efforts to expand value-added solutions in cooperation with telecom operators. Additionally, we have introduced cloud-based services that provide corporate customers with secure data storage, processing capabilities, and databases accessible via the internet. These services complement our telecommunication offerings. We continue to work closely with our partners to identify and pursue additional value-added product lines that align with evolving market opportunities.

Previous wording

In July 2020, the Company launched its proprietary technology platform “Sapientus” as its big data insights arm to deliver data-driven solutions and insights for businesses within the insurance, healthcare, and financial services industries. The Company, acting primarily through its indirect wholly-owned subsidiary, Finger Motion Financial Company Limited (“FMFC”) applies its vast experience in the insurance and financial services industry and capabilities in technology and data analytics to develop revolutionary solutions targeted towards insurance and financial consumers. Integrating diverse publicly available information, insurance and financial based data with technology and finally registering them into the FingerMotion telecommunications and insurance ecosystem, the Company would be able to provide functional insights and facilitate the transformation of key components of the insurance value chain, including driving more effective and efficient underwriting, enabling fraud evaluation and management, empowering channel expansion and market penetration through novel product innovation, and more. The ultimate objective is to promote, enhance and deliver better value to our partners and customers.

Current wording

In July 2020, the Company launched its proprietary technology platform “Sapientus” as its big data insights arm to deliver data-driven solutions and insights for businesses within the insurance, healthcare, and financial services industries. The Company, acting primarily through its indirect wholly-owned subsidiary, Finger Motion Financial Company Limited (“FMFCL”) applies its vast experience in the insurance and financial services industry and capabilities in technology and data analytics to develop revolutionary solutions targeted towards insurance and financial consumers. Integrating diverse publicly available information, insurance and financial based data with technology and finally registering them into the FingerMotion telecommunications and insurance ecosystem, the Company would be able to provide functional insights and facilitate the transformation of key components of the insurance value chain, including driving more effective and efficient underwriting, enabling fraud evaluation and management, empowering channel expansion and market penetration through novel product innovation, and more. The ultimate objective is to promote, enhance, and deliver better value to our partners and customers.

Previous wording

The Company’s proprietary risk assessment engine offers standard and customized scoring and appraisal services based on multi-dimensional factors. The Company has the ability to provide potential customers and partners with insights-driven and technology-enabled solutions and applications including preferred risk selection, precision marketing, product customization, and claims management (e.g., fraud detection). The Company’s mission is to deliver the next generation of data-driven solutions in the financial services, healthcare, and insurance industries that result in more accurate risk assessments, more efficient processes, and a more delightful user experience.

Current wording

The Company’s proprietary risk assessment engine offers standard and customized scoring and appraisal services based on multi-dimensional factors. The Company has the ability to provide potential customers and partners with insights-driven and technology-enabled solutions and applications, including preferred risk selection, precision marketing, product customization, and claims management (e.g., fraud detection). The Company’s mission is to deliver the next generation of data-driven solutions in the financial services, healthcare, and insurance industries resulting in more accurate risk assessments, more efficient processes, and a more delightful user experience.

Previous wording

On or around January 25, 2021, FMFC entered into a Sapientus services agreement with Pacific Life Re, a global life reinsurer serving the insurance industry with a comprehensive suite of products and services.

Current wording

On or around January 25, 2021, FMFCL entered into a services agreement with Pacific Life Re, a global life reinsurer serving the insurance industry with a comprehensive suite of products and services.

Previous wording

In December 2021, the Company acting through JiuGe Technology, formed a collaborative research alliance with Munich Re in extending behavioral analytics to enhance understanding of morbidity and behavioral patterns in China market, with the goal of creating value for both insurers and the end insurance consumers through better technology, product offerings and customer experience.

Current wording

In December 2021, the Company, acting through JiuGe Technology, formed a collaborative research alliance with Munich Re in extending behavioral analytics to enhance understanding of morbidity and behavioral patterns in the Chinese market, with the goal of creating value for both insurers and the end insurance consumers through better technology, product offerings, and customer experience.

Previous wording

Additionally, we leveraged our existing telecommunications infrastructure to expand the platform’s reach, capitalizing on cross-promotion opportunities within our mobile services business. The introduction of loyalty programs and seasonal promotions helped retain users and drive repeat business, further strengthening the platform’s position in the market. As we look ahead, we plan to continue expanding DaGe’s offerings by targeting new markets and forming strategic partnerships with both local and national service providers.

Current wording

Additionally, we leveraged our existing telecommunications infrastructure to expand the platform’s reach, capitalizing on cross-promotion opportunities within our mobile services business. The introduction of loyalty programs and seasonal promotions helped retain users and drive repeat business, thereby further strengthening the platform’s position in the market. As we look ahead, we plan to continue expanding DaGe’s offerings by targeting new markets and forming strategic partnerships with both local and national service providers.

Previous wording

Building on the momentum from the previous fiscal year, the DaGe platform continued to evolve during the three months ended May 31, 2025. We focused on strengthening relationships with service providers, enhancing user experience, and selectively expanding coverage across key regions. Ongoing efforts to refine platform functionality and deepen user engagement are aligned with our broader strategy to scale DaGe’s presence in the automotive services and EV ecosystem. We also continued to leverage synergies with our telecommunications business to support user acquisition and platform traffic.

Current wording

Building on the momentum from the previous fiscal year, the DaGe platform continued to evolve during the six months ended August 31, 2025. We focused on strengthening relationships with service providers, enhancing user experience, and selectively expanding coverage across key regions. Ongoing efforts to refine platform functionality and deepen user engagement are aligned with our broader strategy to scale DaGe’s presence in the automotive services and EV ecosystem. We also continued to leverage synergies with our telecommunications business to support user acquisition and platform traffic.

Previous wording

On June 5, 2025, our subsidiary, JiuGe Technology, entered into a strategic collaborationarrangement with Zhejiang Jincheng Automotive Group Co., Ltd. The arrangement sets the framework for joint efforts in integrating FingerMotion’s C2 Platform into a new generation of emergency response vehicles. The collaboration will focus on technical integration, hardware adaptation, and business model development to serve enterprise and government customers in the emergency response market.

Current wording

On or aournd June 5, 2025, our subsidiary, JiuGe Technology, entered into a strategic collaboration arrangement with Zhejiang Jincheng Automotive Group Co., Ltd. The arrangement sets the framework for joint efforts in integrating FingerMotion’s C2 Platform into a new generation of emergency response vehicles. The collaboration will focus on technical integration, hardware adaptation, and business model development to serve enterprise and government customers in the emergency response market.

Previous wording

On June 12, 2025, JiuGe Technology also entered into a strategic collaboration arrangement with Qingling Motors Co., Ltd., a leading Chinese automotive manufacturer. This partnership aims to co-develop next-generation intelligent vehicle solutions based on FingerMotion’s C2 Platform to deliver smarter, more responsive technologies for high-demand sectors such as emergency services and smart logistics. The collaboration covers system development, IP protection, and potential commercial deployment.

Current wording

On or around June 12, 2025, JiuGe Technology also entered into a strategic collaboration arrangement with Qingling Motors Co., Ltd., a leading Chinese automotive manufacturer. This partnership aims to co-develop next-generation intelligent vehicle solutions based on FingerMotion’s C2 Platform to deliver smarter, more responsive technologies for high-demand sectors such as emergency services and smart logistics. The collaboration covers system development, IP protection, and potential commercial deployment.

Previous wording

We recorded $8,458,743 in revenue for the three months ended May 31, 2025, an increase of $84,760 or 1%, compared to the three months ended May 31, 2024. This increase resulted from increases in revenue of $10,475, $109,241 and $27,310 from our DaGe Platform, Command & Communication and Big Data, respectively, offset by decrease in revenue of $62,266 from our Telecommunication Products & Services.

Current wording

We recorded $8,647,511 in revenue for the three months ended August 31, 2025, an increase of $188,748 or 2%, compared to the three months ended August 31, 2024. This increase resulted from increases in revenue of $214,637, $2,109, and $147 from our Telecommunication Products & Services, DaGe Platform, and Big Data, respectively, offset by a decrease in revenue of $28,145 from our Command & Communication.

Previous wording

We principally earn revenue by providing mobile payment and recharge services to customers of telecommunications companies in China. Specifically, we earn a negotiated rebate amount from the telecommunications companies for all monies paid by consumers to those companies that we process. For the three months ended May 31, 2025, our revenue remained primarily driven by our Telecommunication Products & Services segment, which contributed $8.31 million, representing 98% of total revenue. Although this segment recorded a slight year-over-year decrease of 1%, it continues to be the core contributor to our overall performance.

Current wording

We principally earn revenue by providing mobile payment and recharge services to customers of telecommunications companies in China. Specifically, we earn a negotiated rebate amount from the telecommunications companies for all monies paid by consumers to those companies that we process. For the three months ended August 31, 2025, our revenue remained primarily driven by our Telecommunication Products & Services segment, which contributed $8.64 million, representing 99% of total revenue.

Previous wording

The Command and Communication segment generated $109,241 in revenue during the quarter, reflecting continued progress in deploying our emergency response and communication services. This business supports our long-term diversification strategy and reinforces our commitment to scalable public safety solutions.

Current wording

The Command and Communication segment generated $585 in revenue during the quarter, reflecting continued progress in deploying our emergency response and communication services. This business supports our long-term diversification strategy and reinforces our commitment to scalable public safety solutions.

Previous wording

We recorded $8,306,222 in costs of revenue for the three months ended May 31, 2025, an increase of $614,128 or 8%, compared to the three months ended May 31, 2024. As previously mentioned, we principally earn revenue by providing mobile payment and recharge services to customers of telecommunications companies, subscription plans and mobile phone sales in China. To earn this revenue, we incur cost of the product, certain customer acquisition costs, including discounts, promotion and marketing initiatives aimed at user growth and partner engagement, particularly in our emerging segments which are reflected in our cost of revenue.

Current wording

We recorded $8,608,771 in costs of revenue for the three months ended August 31, 2025, an increase of $451,036 or 6%, compared to the three months ended August 31, 2024. As previously mentioned, we principally earn revenue by providing mobile payment and recharge services to customers of telecommunications companies, subscription plans, and mobile phone sales in China. To earn this revenue, we incur costs of the product, certain customer acquisition costs, including discounts, promotions, and marketing initiatives aimed at user growth and partner engagement, particularly in our emerging segments, which are reflected in our cost of revenue.

Previous wording

We recorded depreciation of $10,553 for fixed assets for the three months ended May 31, 2025, a decrease of $1,461 or 12%, compared to the three months ended May 31, 2024.

Current wording

We recorded depreciation of $7,766 for fixed assets for the three months ended August 31, 2025, a decrease of $3,974 or 34%, compared to the three months ended August 31, 2024.

Previous wording

We recorded $1,510,426 in general and administrative expenses for the three months ended May 31, 2025, decrease of $371,351 or 20%, compared to the three months ended May 31, 2024. The decrease was primarily due to lower technical fee, entertainment, and other miscellaneous expenses compared to the prior year. General and administrative expenses consist of personnel related costs, professional and accounting services, and general office and operational expenses necessary to support our business growth and regulatory compliance. These expenses include ongoing costs associated with corporate governance, audit and regulatory filings, consulting and advisory services, and operational support across our business segment.

Current wording

We recorded $1,387,466 in general and administrative expenses for the three months ended August 31, 2025, a decrease of $160,570 or 10%, compared to the three months ended August 31, 2024. The decrease was primarily due to lower salaries & wages, traveling, entertainment, and other miscellaneous expenses compared to the prior year. General and administrative expenses consist of personnel-related costs, professional and accounting services, and general office and operational expenses necessary to support our business growth and 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.

Previous wording

We incurred fees of $172,652 in research & development for the three months ended May 31, 2025 as compared to $178,993 for the three months ended May 31, 2024 representing a decrease of $6,341 or 4%.

Current wording

We incurred fees of $77,540 in research & development for the three months ended August 31, 2025 as compared to $180,273 for the three months ended August 31, 2024 representing a decrease of $102,733 or 57%.

Previous wording

We also commenced development of a new insurance platform with integrated AI capabilities, aimed at supporting intelligent risk evaluation, product innovation, and sales enablement. In parallel, we continued to refine our analytics using empirical data and progressed internal efforts to support future capabilities in portfolio segmentation and data-driven distribution strategies. The Company also holds registered patents in China covering proprietary model algorithms and insurance analytics infrastructure.

Current wording

In addition to IME, we maintained and enhanced our credit risk assessment platform and continued development of other AI-powered analytics initiatives, including intelligent risk evaluation, product innovation, and sales enablement tools. We also refine our analytics using empirical data to build future capabilities in portfolio segmentation and data-driven distribution strategies. The Company continues to maintain registered patents in China covering proprietary model algorithms and insurance analytics infrastructure.

Previous wording

We incurred fees of $127,747 in share issuance for consultants in consideration of services and stock option compensation expense for the three months ended May 31, 2025 as compared to $222,670 for the three months ended May 31, 2024. The decrease of $94,923 or 43% 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 $107,750 in share issuance for consultants in consideration of services and stock option compensation expense for the three months ended August 31, 2025 as compared to $180,563 for the three months ended August 31, 2024. The decrease of $72,813 or 40% 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 $2,141,451 in operating expenses for the three months ended May 31, 2025, as compared to $2,357,978 in operating expenses for the three months ended May 31, 2024. The decrease of $216,527 or 9%, for the three months ended May 31, 2025 is as set forth above.

Current wording

We recorded $1,528,160 in operating expenses for the three months ended August 31, 2025, as compared to $1,992,194 in operating expenses for the three months ended August 31, 2024. The decrease of $464,034 or 23%, for the three months ended August 31, 2025 is as set forth above.

Previous wording

The DaGe Platform, launched in 2024, continue to gain early momentum, generating $10,938 in revenue compared to $463 in the same period last year. While still in its development phase, the platform represents a strategic entry into the car services market, including offerings such as car wash, maintenance, and EV charging. Initial revenue reflects growing user engagements, and we anticipate stronger contributions in future periods as we expand services and deepen integration with EV charging networks.

Current wording

The DaGe Platform, launched in 2024, generated $17,836 in revenue compared to $5,252 in the same period last year. While still in its development phase, the platform reflects early momentum as we expand into the automotive services market, including offerings such as car wash, maintenance, and EV charging. Revenue contributions remain modest, but increasing user engagements highlights the platform’s long-term potential as services scale and integration with EV charging networks expands.

Previous wording

Our gross profit for the three months ended May 31, 2025 was $152,521, a decrease of $529,368 or 78%, compared to the three months ended May 31, 2024. The decline was primarily attributable to the lower margin product mix in the Telecommunication Product & Services segment during the period. In addition, initial ramp-up costs in our emerging segments particularly the DaGe Platform and Command and Communication business contributed to overall margin compression as these businesses are still in the early stages of development and have yet to achieve scale efficiencies.

Current wording

Our gross profit for the six months ended August 31, 2025 was $191,261, a decrease of $791,656 or 81%, compared to the six months ended August 31, 2024. The decline was primarily attributable to margin variability within the Telecommunication Products & Services segment, where certain transactions carried lower margins. Although margins in the Telecommunication sector may fluctuate and, at times, narrow significantly, this segment remains a strategic core of our business, as maintaining scale and presence in the telecom market is essential to supporting our broader ecosystem and enabling cross-selling opportunities with our emerging platforms. In addition, initial ramp-up costs in our emerging segments, particularly the DaGe Platform and Command and Communication business, contributed to overall margin compression as these businesses are still in the early stages of development and have yet to achieve scale efficiencies.

Previous wording

We recorded $12,106 in marketing cost for the three months ended May 31, 2025, being a decrease of $50,418 or 81%, compared to the three months ended May 31, 2024. Marketing activities during the quarter were primarily related to targeted campaigns supporting the continued rollout of our DaGe platform.

Current wording

We recorded $30,942 in marketing cost for the six months ended August 31, 2025, being a decrease of $103,164 or 77%, compared to the six months ended August 31, 2024. Marketing activities during the quarter were primarily related to targeted campaigns supporting the continued rollout of our DaGe platform.

Previous wording

We recorded $307,967 in credit impairment loss for three months ended May 31, 2025, an increase $307,967 or 100% compared to the three months ended May 31, 2024, reflecting a prudent assessment of expected credit loss based on updated evaluations of customer credit risk and overall credit exposure.

Current wording

We recorded $236,769 in credit impairment loss for six months ended August 31, 2025, an increase $236,769 or 100% compared to the six months ended August 31, 2024, reflecting a prudent assessment of expected credit loss based on updated evaluations of customer credit risk and overall credit exposure.

Previous wording

The net loss attributable to the Company’s shareholders was $2,008,556 for the three months ended May 31, 2025 and $1,655,904 for the three months ended May 31, 2024. The increase in net loss attributable to the Company’s shareholders of $352,652 or 21% resulted primarily from the significant decline in gross profit which was due to the low margin product mix in the Telecommunication Product & Services segment as discussed above.

Current wording

The net loss attributable to the Company’s shareholders was $3,549,566 for the six months ended August 31, 2025 and $3,344,133 for the six months ended August 31, 2024. The increase in net loss attributable to the Company’s shareholders of $205,433 or 6% resulted primarily from the significant decline in gross profit which was due to the low margin product mix in the Telecommunication Product & Services segment as discussed above.

Previous wording

At May 31, 2025, we had cash and cash equivalents of $2,863,238, as compared to cash and cash equivalents of $1,128,135 at February 28, 2025.

Current wording

At August 31, 2025, we had cash and cash equivalents of $221,836, as compared to cash and cash equivalents of $1,128,135 at February 28, 2025.

Previous wording

Our business model, particularly in mobile payment, requires periodic fund deposits with our telecommunication companies to obtain access to the mobile data and talk time we make available to consumers on our portal. Additionally, the expansion into areas such as cloud-based business, which features a longer collection cycle, as well as investments in other growth initiatives, has increased our accounts receivable and placed added pressure on our liquidity. To manage these operational demands effectively, we have had to carefully monitor and manage our cash flows. We anticipate our cash on hand and cash equivalents, along with our revenues from operations, will support our ongoing operations and repayment of outstanding indebtedness in the near term. However, to sustain our growth and support strategic initiatives, including the rollout of our Command & Communication business and increase deposits with telecommunication companies, we will require additional capital. To support all these, we intend to continue to seek additional capital through public or private sales of our equity or debt securities, or both. We may also explore entering into financing arrangements with commercial banks or non-traditional lenders. We cannot provide investors with any assurance that we will be able to raise additional funding from the sale of our equity and/or debt securities on terms acceptable to us, or at all, in order to support the rollout of our Command & Communication business and increase our deposits with our telecommunications company clients.

Current wording

Our business model, particularly in mobile payment, requires periodic fund deposits with our telecommunication companies to obtain access to the mobile data and talk time we make available to consumers on our portal. Additionally, the expansion into areas such as cloud-based business, which features a longer collection cycle, as well as investments in other growth initiatives, has increased our accounts receivable and placed added pressure on our liquidity. To manage these operational demands effectively, we have had to carefully monitor and manage our cash flows. We anticipate that our available resources, together with expected operating inflows, will be sufficient to support our ongoing operations and meet near-term obligations. However, to sustain our growth and support strategic initiatives, including the rollout of our Command & Communication business and increase deposits with telecommunication companies, we will require additional capital. To support all these, we intend to continue to seek additional capital through public or private sales of our equity or debt securities, or both. We may also explore entering into financing arrangements with commercial banks or non-traditional lenders. We cannot provide investors with any assurance that we will be able to raise additional funding from the sale of our equity and/or debt securities on terms acceptable to us, or at all, in order to support the rollout of our Command & Communication business and increase our deposits with our telecommunications company clients.

Previous wording

Net cash used in operating activities decreased by $205,722 in the three months ended May 31, 2025 compared to the three months ended May 31, 2024, primarily due to an increase in account receivable of ($6,005,779) (May 31, 2024: ($7,762,176)) and decrease in lease liability of ($1,567) (May 31, 2024: $12,006); offset by decrease in prepayment and deposit of $862,490 (May 31, 2043: $24,000 ), decrease in other receivable of $71,455 (May 31, 2024: ($150,316)), decrease in inventories of $43,613 (May 31, 2024: $nil), increase in accounts payable of $5,375,987 (May 31, 2024: $6,884,661) and increase in accrual and other payable of $26,048 (May 31, 2024: $833,177 )

Current wording

Net cash used in operating activities increased by $182,077 in the six months ended August 31, 2025 compared to the six months ended August 31, 2024, primarily due to an increase in account receivable of ($4,610,390) (August 31, 2024: ($12,209,223)), increase in other receivable of ($425,360) (August 31, 2024: $527,972) and decrease in lease liability of ($3,495) (August 31, 2024: $11,448); offset by decrease in prepayment and deposit of $1,531,103 (August 31, 2024: ($22,226)), decrease in inventories of $15,187 (August 31, 2024: $nil), increase in accounts payable of $3,278,687 (August 31, 2024: $10,002,702) and increase in accrual and other payable of $209,687 (August 31, 2024: $1,369,869)

Previous wording

During the three months ended May 31, 2025, net cash used in investing activities increased by $1,826 compared to $nil in the three months ended May 31, 2024.

Current wording

During the six months ended August 31, 2025, net cash used in investing activities increased by $85 compared to $1,741 in the six months ended August 31, 2024.

Previous wording

During the three months ended May 31, 2025, net cash provided by financing activities was $2,956,615 compared to net cash provided by financing activities during the three months ended May 31, 2024 of $775,000. The increase was due to the receipt of subscription proceeds on a private placement basis and exercise of warrants.

Current wording

During the six months ended August 31, 2025, net cash provided by financing activities was $2,205,493 compared to net cash provided by financing activities during the six months ended August 31, 2024 of $2,629,688. The decrease was due to the $751,122 repayment of the loan.
Rearranged current paragraphs (17)

Current report — wording carried from elsewhere

During the recent fiscal year, the Company expanded its offerings under its telecommunication product and services by increasing its product line revenue streams.

Current report — wording carried from elsewhere

We recorded $18,836 in marketing costs for the three months ended August 31, 2025, being a decrease of $52,746 or 74%, compared to the three months ended August 31, 2024. Marketing activities during the quarter were primarily focused on targeted campaigns supporting the continued rollout of our DaGe platform.

Current report — wording carried from elsewhere

Looking ahead, we intend to expand Sapientus beyond China, with an emphasis on scalable and low capital data solutions designed for international markets. At the same time, we are progressing the early stage development of our Command & Communication segment under a strategic collaboration, supporting future opportunities in emergency response and public safety infrastructure. Research and development remains core to our innovation led strategy and long term value creation across both analytics and technology-driven services.

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

We principally earn revenue by providing mobile payment and recharge services to customers of telecommunications companies in China. Specifically, we earn a negotiated rebate amount from the telecommunications companies for all monies paid by consumers to those companies that we process. For the six months ended August 31, 2025, our revenue remained primarily driven by our Telecommunication Products & Services segment, which contributed $16.95 million, representing 99% of total revenue.

Current report — wording carried from elsewhere

The Command and Communication segment generated $109,826 in revenue for the six months ended August 31, 2025, reflecting continued progress in deploying our emergency response and communication services. This business supports our long-term diversification strategy and reinforces our commitment to scalable public safety solutions.

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 $16,914,993 in costs of revenue for the six months ended August 31, 2025, an increase of $1,065,164 or 7%, compared to the six months ended August 31, 2024. As previously mentioned, we principally earn revenue by providing mobile payment and recharge services to customers of telecommunications companies, subscription plans and mobile phone sales in China. To earn this revenue, we incur cost of the product, certain customer acquisition costs, including discounts, promotion and marketing initiatives aimed at user growth and partner engagement, particularly in our emerging segments which are reflected in our cost of revenue.

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

We recorded $2,897,892 in general and administrative expenses for the six months ended August 31, 2025, a decrease of $531,921 or 16%, compared to the six months ended August 31, 2024. The decrease was primarily due to lower salaries & wages, travelling, entertainment, and other miscellaneous expenses compared to the prior year. General and administrative expenses consist of personnel related costs, professional and accounting services, and general office and operational expenses necessary to support our business growth and 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 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

A substantial portion of the research and development efforts during the quarter was directed toward our Big Data segment under the Sapientus brand, while preliminary development activities also began within our Command and Communication segment, which is currently in its initial buildout phase under a strategic joint venture.

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

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 $235,497 in share issuance for consultants in consideration of services and stock option compensation expense for the six months ended August 31, 2025 as compared to $403,233 for the six months ended August 31, 2024. The decrease of $167,736 or 42% 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 report — wording carried from elsewhere

Net Loss attributable to the Company’s shareholders