FingerMotion, Inc.
For the period ended Nov 30, 2025. Filed Jan 14, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Nov 30, 2025 · Filed Jan 14, 2026
FNGR$0.11+5.1%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-08-31; filed 2025-10-14.
0001520138-25-000303
ITEM 2. – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThree Months Ended August 31, 2025 Compared to Three Months Ended August 31, 2024Six Months Ended August 31, 2025 Compared to Six Months Ended August 31, 2024Liquidity and Capital ResourcesCurrent report: 10-Q
Period ended 2025-11-30; filed 2026-01-14.
0001520138-26-000028
ITEM 2. – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThree Months Ended November 30, 2025 Compared to Three Months Ended November 30, 2024Nine Months Ended November 30, 2025 Compared to Nine Months Ended November 30, 2024Liquidity and Capital ResourcesThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 180 previous paragraphs and 176 current paragraphs.
110 unchanged; 27 reworded; 39 added; 40 removed; 3 previous and 0 current paragraphs rearranged.
Tables are not compared: 23 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 (39)
Current report
On October 23, 2025, we entered into a Sales Agreement (the “Sales Agreement”) with R.F. Lafferty & Co., Inc. as sales agent (the “Sales Agent”), under which we may from time to time, sell shares of its common stock, par value $0.0001 per share (the “Placement Shares”), having an aggregate offering price of up to $50,000,000 through the Sales Agent (the “ATM Offering”).
Current report
Upon delivery of a “Placement Notice” under and subject to the terms and conditions of the Sales Agreement, the Sales Agent may sell the Placement Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 promulgated under the United States Securities Act of 1933, as amended (the “Securities Act”), including without limitation sales made directly on the Nasdaq Capital Market (the “Exchange”), on any other existing trading market for our shares of common stock or to or through a market maker. Subject to the terms of a Placement Notice, the Sales Agent may also sell the Placement Shares by any other method permitted by law, including but not limited to in negotiated transactions with our prior written consent. We acknowledge and agree that (i) there can be no assurance that the Sales Agent will be successful in selling the Placement Shares, (ii) the Sales Agent will incur no liability or obligation to us or any other person or entity if it does not sell the Placement Shares for any reason other than a failure by the Sales Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Placement Shares as required under the Sales Agreement, and (iii) the Sales Agent shall be under no obligation to purchase the Placement Shares on a principal basis pursuant to the Sales Agreement, except as otherwise agreed by the Sales Agent and us in writing and expressly set forth in a Placement Notice.
Current report
The Sales Agreement may be terminated by the either party by giving the other party ten (10) days’ notice in its sole discretion at any time after the date of the Sales Agreement.
Current report
We will pay the Sales Agent a commission of 2.5% of the gross sales price of the Placement Shares sold, and have agreed to provide the Sales Agent with customary indemnification and contribution rights. We also agreed to reimburse the Sales Agent for its reasonable and documented out-of-pocket costs and expenses (including but not limited to the reasonable fees and documented out-of-pocket costs and expenses of counsel to the Sales Agent) in an amount not to exceed $40,000.
Current report
We recorded $5,796,441 in revenue for the three months ended November 30, 2025, a decrease of $2,737,638 or 32%, compared to the three months ended November 30, 2024. The decrease was primarily attributable to lower revenue from the Telecommunication Products & Services and DaGe Platform, partially offset by higher revenue from the Command & Communication segment.
Current report
The DaGe Platform, launched in 2024, generated $4,354 in revenue compared to $30,529 in the same period last year. Revenue remained limited during the quarter as operational and promotional activities were constrained by limited working capital.
Current report
The Command and Communication segment generated $31,051 in revenue during the quarter ending November 30, 2025, compared to $138 in the prior-year period. The quarter-over-quarter increase reflects the early-stage nature of the segment in the prior year period, when operations had only recently commenced. Despite the increase, revenue contributions remain limited and reflect project-based activity, with the scope of execution constrained by available working capital.
Current report
The Big Data segment generated revenue of $126 during the quarter. Activity in this segment remained limited during the period.
Current report
The following table sets forth our cost of revenue for the periods indicated:
Current report
We recorded $5,533,338 in costs of revenue for the three months ended November 30, 2025, a decrease of $2,557,171 or 32%, compared to the three months ended November 30, 2024. The decrease was primarily attributable to lower transaction volumes, particularly within the Telecommunication Products & Services segment, consistent with the reduction in revenue during the period. Cost of revenue primarily consists of product costs and transaction-related costs incurred in connection with mobile payment and recharge services provided to customers of telecommunications companies in China. As transaction activity declined during the quarter due to working capital constraints, the associated variable costs declined proportionately.
Current report
For the three months ended November 30, 2025, we recorded a gross profit of $263,103, a decrease of $180,467 or 41%, compared to the three months ended November 30, 2024. The decline in gross profit was primarily attributable to the decline in revenue, reflecting reduced transaction volumes during the period.
Current report
The following table sets forth our general and administrative expenses for the periods indicated:
Current report
The following table sets forth our marketing costs for the periods indicated:
Current report
We recorded $31,122 in marketing costs for the three months ended November 30, 2025, being a decrease of $109,356 or 78%, compared to the three months ended November 30, 2024. The decrease was primarily attributable to reduced marketing and promotional activities during the quarter, reflecting cost control measures implemented in response to liquidity constraints.
Current report
The following table sets forth our research & development for the periods indicated:
Current report
The following table sets forth our credit impairment loss for the periods indicated:
Current report
The following table sets forth our share compensation expenses for the periods indicated:
Current report
We incurred fees of $208,333 in share issuance for consultants in consideration of services and stock option compensation expense for the three months ended November 30, 2025 as compared to $179,284 for the three months ended November 30, 2024. The increase of $29,049 or 16% was primarily attributable share-based compensation expense recognised during the period, including the amortisation of equity awards granted to consultants and investor relation service providers.
Current report
Net Loss attributable to the Company’s stockholders
Current report
The net loss attributable to our stockholders was $1,670,197 for the three months ended November 30, 2025 and $1,660,801 for the three months ended November 30, 2024. The increase in net loss attributable to our stockholders of $9,396 or 1% is as set above.
Current report
Nine Months Ended November 30, 2025 Compared to Nine Months Ended November 30, 2024
Current report
The DaGe Platform, launched in 2024, generated $22,190 in revenue compared to $35,781 in the same period last year. Revenue remained limited during the nine months as operational and promotional activities were constrained by available working capital.
Current report
The Command and Communication segment generated $140,877 in revenue for the nine months ended November 30, 2025, compared to $28,868 in the prior year period. The year-over-year increase reflects the early-stage nature of the segment in the prior year period, when operations had only recently commenced. Despite the increase, revenue contributions remained limited, and activity during the period primarily reflected project-based work, with the scope and pace of deployment constrained by available working capital.
Current report
The Big Data segment generated revenue of $27,583 for the nine months ended November 30, 2025. Activity in this segment remains limited during the period..
Current report
The following table sets forth our cost of revenue for the periods indicated:
Current report
For the nine months ended November 30, 2025, we recorded a gross profit of $454,364, a decrease of $972,123 or 68%, compared to the nine months ended November 30, 2024. Cost of revenue primarily consists of product costs and transaction-related costs incurred in connection with mobile payment and recharge services provided to customers of telecommunications companies in China. As transaction activity declined during the nine months due to working capital constraints, the associated variable costs declined proportionately.
Current report
The following table sets forth our general and administrative expenses for the periods indicated:
Current report
The following table sets forth our marketing costs for the periods indicated:
Current report
We recorded $62,064 in marketing costs for the nine months ended November 30, 2025, being a decrease of $212,520 or 77%, compared to the nine months ended November 30, 2024. The decrease was primarily attributable to reduced marketing and promotional activities during the nine months, particularly in this reporting quarter, reflecting cost control measures implemented in response to liquidity constraints.
Current report
The following table sets forth our research & development for the periods indicated:
Current report
We incurred fees of $335,402 in research & development for the nine months ended November 30, 2025 as compared to $506,001 for the nine months ended November 30, 2024 representing a decrease of $170,599 or 34%. Research and development expenses primarily consist of personnel-related costs. Activities during the nine months remained limited in scope, particularly in this reporting quarter, with expenditures aligned to our available working capital.
Current report
The following table sets forth our credit impairment loss for the periods indicated:
Current report
The following table sets forth our share compensation expenses for the periods indicated:
Current report
Net Loss attributable to the Company’s stockholders
Current report
The net loss attributable to our stockholders was $5,219,763 for the nine months ended November 30, 2025 and $5,004,934 for the nine months ended November 30, 2024. The increase in net loss attributable to our stockholders of $214,829 or 4% is as set forth above.
Current report
Our business model, particularly in mobile payment, requires periodic fund deposits with our telecommunication companies to obtain access to the mobile data and talk time we make available to consumers on our portal. During the period, liquidity constraints limited our ability to fund certain operations, which contributed to reduced activity levels. Management continues to monitor cash flows and align expenditures with available resources. We believe that its existing working capital and cash flows from operations will support near-term operating requirements. We may seek additional financing to support ongoing operations. There can be no assurance that additional financing will be available on acceptable terms, or at all.
Current report
On December 15, 2025, the Company issued a news release to announce that it has entered into a non-binding term sheet with a voice and messaging telecom service provider regarding the potential acquisition by FingerMotion. The term sheet outlines preliminary terms and enables both parties to proceed with mutual due diligence and negotiate a definitive acquisition agreement.
Current report
No binding agreement has been executed at this time, and there can be no assurance that the parties will enter into a definitive agreement or that any transaction will be completed. Any potential acquisition remains subject to the negotiation and execution of final transaction documents, completion of due diligence, customary closing conditions, and approval by the Company’s Board of Directors.
Current report
Subsequent to November 30, 2025, we continued to issue shares of its common stock under the Sales Agreement. These issuances did not impact the Company’s financial position as of November 30, 2025.
Removed paragraphs (40)
Previous report
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 report
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 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.
Previous report
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 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.
Previous report
The following table sets forth the Company’s cost of revenue for the periods indicated:
Previous 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.
Previous report
The following table sets forth the Company’s general and administrative expenses for the periods indicated:
Previous report
The following table sets forth the Company’s marketing costs for the periods indicated:
Previous report
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.
Previous report
The following table sets forth the Company’s research & development for the periods indicated:
Previous report
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.
Previous 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.
Previous report
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 report
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.
Previous report
The following table sets forth the Company’s credit impairment loss for the periods indicated:
Previous report
The following table sets forth the Company’s share compensation expenses for the periods indicated:
Previous report
Net Loss attributable to the Company’s shareholders
Previous 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.
Previous report
Six Months Ended August 31, 2025 Compared to Six Months Ended August 31, 2024*
Previous 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.
Previous report
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 report
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.
Previous 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.
Previous report
The following table sets forth the Company’s cost of revenue for the periods indicated:
Previous report
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 report
The following table sets forth the Company’s general and administrative expenses for the periods indicated:
Previous report
The following table sets forth the Company’s marketing cost for the periods indicated:
Previous report
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 report
The following table sets forth the Company’s research & development for the periods indicated:
Previous 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%.
Previous report
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.
Previous 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.
Previous 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.
Previous report
Looking ahead, we remain focused on expanding 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.
Previous report
The following table sets forth the Company’s credit impairment loss for the periods indicated:
Previous report
The following table sets forth the Company’s share compensation expenses for the periods indicated:
Previous report
Net Loss attributable to the Company’s shareholders
Previous report
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 report
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.
Reworded paragraphs (27)
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 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.
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 nine months ended November 30, 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 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.
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 November 30, 2025, and our results of operations for the nine months ended November 30, 2025, and should be read in conjunction with Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations as contained in our Annual Report on Form 10-K for the fiscal year ended February 28, 2025.
Previous wording
As described above, our Company has been organized as a holding company and conducts a significant part of our operations through our subsidiaries and through the VIE Agreements entered into between JiuGe Management and JiuGe Technology, a VIE based in China, which is owned by Ms. Li Li who, in addition to being the sole shareholder, is also the legal representative and general manager. We indirectly own 100% of the equity in JiuGe Management, a wholly foreign owned enterprise (“WFOE”), which through the VIE Agreements provides us with operational control over JiuGe Technology. The VIE Agreements have not been tested in court. As a result of our use of the VIE structure, you may never directly hold equity interests in the VIE. Any securities that we offer will be securities of the Company, the Delaware holding company, not of the VIE.
Current wording
Our Company has been organized as a holding company and conducts a significant part of our operations through our subsidiaries and through contractual arrangements with Shanghai JiuGe Information Technology Co., Ltd. (“JiuGe Technology,” “our VIE” or “the VIE”), a variable interest entity (“VIE”) based in the People’s Republic of China (“PRC” or “China”). JiuGe Technology’s sole shareholder, Ms. Li Li, is also its legal representative and general manager. To address challenges resulting from laws, policies and practices that may disfavor foreign-owned entities that operate within industries deemed sensitive by the Chinese government, we use the VIE structure to provide contractual exposure to foreign investment in Chinese-based companies. We indirectly own 100% of the equity of Shanghai JiuGe Business Management Co., Ltd. (“JiuGe Management,” “our WFOE” or “the WFOE”), a wholly foreign owned enterprise (“WFOE”). JiuGe Management entered into a series of agreements with JiuGe Technology, known as variable interest agreements (the “VIE Agreements”) in October 2018, which gives us contractual control over JiuGe Technology. The VIE Agreements have not been tested in court. As a result of our use of the VIE structure, you may never directly hold equity interests in the VIE. Any securities that we offer will be securities of the Company, the Delaware holding company, not of the VIE.
Previous 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.
Current wording
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.
Previous wording
During the recent fiscal year, the Company expanded its offerings under its telecommunication product and services by increasing its product line revenue streams.
Current wording
During the recent fiscal year, the Company expanded its offering under their telecommunication product and services by increasing their product line revenue streams
Previous 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.
Current 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.
Previous wording
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 wording
On September 30, 2025, our Company, our WFOE, JiuGe Management, and Shanghai Jihaohe Information Technology Co., Ltd. (“Shanghai Jihaohe”), entered into an asset purchase agreement pursuant to which we caused JiuGe Management to acquire all of the intellectual property (including, without limitation, all of the inventions, software in source code or object code, trademarks, copyrights and trade secrets) underpinning our DaGe platform, in consideration of the issuance by us to Shanghai Jihaohe on October 2, 2025, of 1,500,000 fully-paid and non-assessable shares of our common stock at a deemed issuance price of $1.57 per share.
Previous wording
The following table sets forth the Company’s revenue from its lines of business for the periods indicated:
Current wording
The following table sets forth our revenue from its lines of business for the periods indicated:
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 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 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. This operating model requires working capital to support transaction volumes. During the three months ended November 30, 2025, limitations in available working capital constrained the Company’s ability to fund transaction-based activities at prior levels. As a result, transaction volumes declined during the period. For the three months ended November 30, 2025, our revenue was primarily driven by our Telecommunication Products & Services segment, which contributed $5.76 million, representing 99.4% of total revenue.
Previous 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.
Current wording
We recorded amortization & depreciation of $134,964 for intangible assets & fixed assets for the three months ended November 30, 2025, an increase of $123,403 or 1,067%, compared to the three months ended November 30, 2024. The increase resulted from the purchase of software IP.
Previous wording
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 wording
We recorded $1,162,065 in general and administrative expenses for the three months ended November 30, 2025, a decrease of $405,574 or 26%, compared to the three months ended November 30, 2024. The decrease was primarily due to lower expenditures in travel, entertainment, accounting, and other miscellaneous expenses. General and administrative expenses consist of personnel-related costs, professional and accounting services, and general office and operational expenses necessary to support regulatory compliance. These expenses include ongoing costs associated with corporate governance, audit and regulatory filings, consulting and advisory services, as well as operational support across our business segments.
Previous 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%.
Current wording
We incurred fees of $85,210 in research & development for the three months ended November 30, 2025 as compared to $146,735 for the three months ended November 30, 2024 representing a decrease of $61,525 or 42%. Research and development expenses primarily consist of personnel-related costs. Activity during the quarter remained limited in scope, with expenditures aligned to our available working capital.
Previous wording
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 wording
We recorded $343,173 in credit impairment loss for the three months ended November 30, 2025, compared to no such losses for the three months ended November 30, 2024, reflecting a prudent assessment of expected credit loss based on updated evaluations of customer credit risk and overall credit exposure.
Previous 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.
Current wording
We recorded $1,964,867 in operating expenses for the three months ended November 30, 2025, as compared to $2,045,697 in operating expenses for the three months ended November 30, 2024. The decrease of $80,830 or 4%, for the three months ended November 30, 2025 is as set forth above.
Previous wording
The following table sets forth the Company’s revenue from its lines of business for the periods indicated:
Current wording
The following table sets forth our revenue from its lines of business for the periods indicated:
Previous 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.
Current wording
We recorded $22,902,695 in revenue for the nine months ended November 30, 2025, a decrease of $2,464,130 or 10%, compared to the nine months ended November 30, 2024. The decrease resulted from decreases in revenue of $2,590,131 and $13,591 from our Telecommunication Products & Services and DaGe Platform, respectively, offset by increases in revenue of $112,009 and $27,583 from our Command & Communication and Big Data, respectively.
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 August 31, 2025, our revenue remained primarily driven by our Telecommunication Products & Services segment, which contributed $8.64 million, representing 99% of total revenue.
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. This operating model requires working capital to support transaction volumes. During the nine months ended November 30, 2025, our revenue remained primarily driven by our Telecommunication Products & Services segment, which contributed $22.71 million, representing 99.2% of total revenue.
Previous 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.
Current wording
We recorded $22,448,331 in costs of revenue for the nine months ended November 30, 2025, a decrease of $1,492,007 or 6%, compared to the nine months ended November 30, 2024. As previously mentioned, we principally earn revenue by providing mobile payment and recharge services to customers of telecommunications companies, subscription plans, and mobile phone sales in China. To earn this revenue, we incur costs of the product, certain customer acquisition costs, including discounts, promotions, and marketing initiatives aimed at user growth and partner engagement, particularly in our emerging segments, which are reflected in our cost of revenue.
Previous wording
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 wording
We recorded amortization & depreciation of $153,283 for intangible assets & fixed assets for the nine months ended November 30, 2025, an increase of $117,968 or 334%, compared to the nine months ended November 30, 2024. The increase resulted from the purchase of software IP.
Previous 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.
Current wording
We recorded $4,059,957 in general and administrative expenses for the nine months ended November 30, 2025, a decrease of $937,495 or 19%, compared to the nine months ended November 30, 2024. The decrease was primarily due to lower salaries & wages, traveling, entertainment, accounting, and other miscellaneous expenses compared to the prior year. General and administrative expenses consist of personnel-related costs, professional and accounting services, and general office and operational expenses necessary to support regulatory compliance. These expenses include ongoing costs associated with corporate governance, audit and regulatory filings, consulting and advisory services, as well as operational support across our business segments.
Previous 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.
Current wording
We recorded $579,942 in credit impairment loss for the nine months ended November 30, 2025, an increase of $579,942 or 100% compared to the nine months ended November 30, 2024, reflecting a prudent assessment of expected credit loss based on updated evaluations of customer credit risk and overall credit exposure.
Previous 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.
Current wording
We incurred fees of $443,830 in share issuance for consultants in consideration of services and stock option compensation expense for the nine months ended November 30, 2025 as compared to $582,517 for the nine months ended November 30, 2024. The decrease of $138,687 or 24% was due to the reduced engagement of consultants to the Company that were compensated with shares of our common stock, which highlights our effort to minimize equity issuances as part of our broader financial strategy to optimize equity issuances. However, we will continue to employ equity compensation for consultants selectively, aligning with our strategic and financial objectives.
Previous wording
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 wording
We recorded $5,634,478 in operating expenses for the nine months ended November 30, 2025, as compared to $6,395,869 in operating expenses for the nine months ended November 30, 2024. The decrease of $761,391 or 12%, for the nine months ended November 30, 2025 is as set forth above.
Previous 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.
Current wording
At November 30, 2025, we had cash and cash equivalents of $24,214, as compared to cash and cash equivalents of $1,128,135 at February 28, 2025.
Previous 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)
Current wording
Net cash used in operating activities decreased by $952,171 in the nine months ended November 3031, 2025 compared to the nine months ended November 30, 2024, primarily due to an increase in account receivable of ($11,061,678) (November 30, 2024: ($17,296,795)), increase in other receivable of ($533,276) (November 30, 2024: $1,438,128) and decrease in lease liability of ($5,791) (November 30, 2024: $10,314); offset by decrease in prepayment and deposit of $1,961,515 (November 30, 2024: $1,390,794), decrease in inventories of $23,869 (November 30, 2024: ($31,096)), increase in accounts payable of $8,464,307 (November 30, 2024: $13,319,337) and increase in accrual and other payable of $1,593,083 (November 30, 2024: $567,593)
Previous 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.
Current wording
During the nine months ended November 30, 2025, net cash used in investing activities increased by $18,380 compared to $1,705 in the nine months ended November 30, 2024 due to the purchase of equipment.
Previous 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.
Current wording
During the nine months ended November 30, 2025, net cash provided by financing activities was $2,570,778 compared to net cash provided by financing activities during the nine months ended November 30, 2024 of $3,239,306. The decrease was primarily attributable to lower net borrowings during the period, including repayments of loans made earlier in the fiscal year. During the three months ended November 30, 2025, we also raised additional capital through sales of common stock under our at-the-market offering program. Proceeds from these issuances were used primarily for general working capital purposes. Notwithstanding these proceeds, we continue to experience working capital constraints, and our liquidity remains dependent on operating performance, the timing of customer collections, and access to additional financing.
Rearranged previous paragraphs (3)
Previous report — wording carried 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.
Previous report — wording carried 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.
Previous report — wording carried elsewhere
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.