● . . | --- | --- | |-----------------------------------------------------|-------| | | | | Certification from China's Ministry of Industry and | | | Information Technology | | August 19, 2024 9:15 AM EDT | Source: FingerMotion, Inc. Singapore, Singapore--(Newsfile Corp. - August 19, 2024) - FingerMotion, Inc. (NASDAQ: FNGR) (the "Company" or "FingerMotion"), a mobile services and data company, today announced that the Advanced Mobile Integrated C2 Platform, developed by Shanghai JiuGe Information Technolog ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FINGERMOTION, INC. (Exact name of registrant as specified in its charter) Delaware 001-41187 46-4600326 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 28, 2024 Date of Report (Date of earliest event reported) 111 Somerset Road, Level 3 Singapore 238164 (Address of principal execut ...

FINGERMOTION, INC. Three months ended May 31, 2024 and 2023 Notes to the Condensed Consolidated Financial Statements | --- | --- | --- | |---------------------------|------------------------------|---------------------| | | May 31, 2024 \n(unaudited) | February 29, 2024 | | Current assets | $ 11,370,972 | $ 10,578,657 | | Non-current assets | 241,953 | 53,109 | | Total assets | $ 11,612,925 | $ 10,631,766 | | | | | | Current liabilities | $ 11,004,071 | $ 9,654,896 | | Non-current liabilities | 98,678 | — | ...

When bigger firms show inflated values and the S&P 500's price-to-earnings ratio is at a hefty 24.79x earnings, penny stocks offer an exciting alternative. There are rumblings about high-valued tech giants being responsible for driving index return rates up causing fears regarding overvaluation — making it plausible that money might start flowing into less capitalized businesses soon enough. It's definitely worth keeping an eye out for this possible trend! Genworth Financial (GNW) It has shown promising res ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 30, 2024 Date of Report (Date of earliest event reported) FINGERMOTION, INC. (Exact name of registrant as specified in its charter) Delaware 001-41187 46-4600326 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 111 Somerset Road, Level 3 Singapore 238164 (Address of principal executi ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ Annual Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended: February 29, 2024 ☐ Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ______ to _______. Commission file number: 001-41187 Securities registered under Section 12(b) of the Exchange Act: | Title of each class | Trading Symbol (s) | Name of each exc ...

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%201.%20FINANCIAL%20INFORMATION) [Financial Statements](index=4&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) The unaudited condensed consolidated interim financial statements for the nine months ended November 30, 2023, show a 30% increase in revenue year-over-year to $27.6 million, but a net loss of $3.3 million, with cash decreasing to $1.9 million and an accumulated deficit of $28.0 million raising going concern considerations [Note 1: Nature of Business and Basis of Presentation](index=12&type=section&id=Note%201%20%E2%80%93Nature%20of%20Business%20and%20basis%20of%20Presentation) FingerMotion, Inc. operates as a Delaware-incorporated holding company through its Hong Kong subsidiary and a contractually controlled Variable Interest Entity (VIE) in the PRC, focusing on telecommunications services including SMS distribution and insurtech - The company operates through a Variable Interest Entity (VIE) structure in the PRC, with Shanghai JiuGe Technology Co., Ltd. being its contractually controlled affiliate since October 2018[23](index=23&type=chunk) - The company's history includes a name change from Property Management Corporation of America in 2017 following a reverse acquisition of Finger Motion Company Limited (FMCL), an IT company specializing in mobile games[18](index=18&type=chunk)[19](index=19&type=chunk)[21](index=21&type=chunk) [Note 2: Summary of Principal Accounting Policies](index=13&type=section&id=Note%202%20-%20Summary%20of%20Principal%20Accounting%20Policies) The company's financial statements are prepared under U.S. GAAP and consolidate its wholly-owned subsidiaries and its Variable Interest Entity (VIE), JiuGe Technology, as the company is deemed the primary beneficiary - The company consolidates its Variable Interest Entity (VIE), JiuGe Technology, as it is deemed the primary beneficiary, having the power to direct its activities and absorb significant losses or receive benefits[28](index=28&type=chunk)[29](index=29&type=chunk)[30](index=30&type=chunk) VIE and VIE Subsidiary Assets and Liabilities (as of Nov 30, 2023) | Entity | Total Assets | Total Liabilities | | :--- | :--- | :--- | | VIE (JiuGe Technology) | $12,616,693 | $16,173,456 | | VIE Subsidiary (Beijing XunLian) | $1,557,660 | $567,219 | VIE and VIE Subsidiary Operating Results (Nine Months Ended Nov 30, 2023) | Entity | Revenue | Net Profit (Loss) | | :--- | :--- | :--- | | VIE (JiuGe Technology) | $18,952,973 | $(46,686) | | VIE Subsidiary (Beijing XunLian) | $7,573,286 | $(82,170) | [Note 4: Revenue](index=20&type=section&id=Note%204%20-%20Revenue) For the nine months ended November 30, 2023, total revenue increased to $27.6 million from $21.2 million, driven by the Telecommunication Products & Services segment, while the SMS & MMS business saw a dramatic decline Revenue by Business Segment (Nine Months Ended) | Business Segment | Nov 30, 2023 | Nov 30, 2022 | | :--- | :--- | :--- | | Telecommunication Products & Services | $27,332,154 | $14,673,364 | | SMS & MMS Business | $24,213 | $6,317,651 | | Big Data | $232,036 | $250,000 | | **Total** | **$27,588,403** | **$21,241,015** | [Note 11: Common Stock, Warrants, and Options](index=24&type=section&id=Note%2011%20-%20Common%20Stock) As of November 30, 2023, the company had 52,545,350 shares of common stock issued and outstanding, having issued shares for cash from warrant exercises and professional services, while also granting 2,648,500 new stock options - As of November 30, 2023, there were **52,545,350 shares** of common stock issued and outstanding[100](index=100&type=chunk) - During the nine months ended November 30, 2023, the company received **$840,000 in cash** from the exercise of warrants[111](index=111&type=chunk)[112](index=112&type=chunk) - On July 28, 2023, the company granted **2,648,500 stock options** with an exercise price of $4.62 per share under its 2023 Stock Incentive Plan[117](index=117&type=chunk) Condensed Consolidated Balance Sheet Highlights (Unaudited) | Account | Nov 30, 2023 | Feb 28, 2023 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $1,934,565 | $9,240,241 | | Accounts receivable | $6,380,869 | $1,334,884 | | Prepayment and deposit | $5,173,840 | $4,139,061 | | Total Current Assets | $17,434,798 | $17,265,851 | | TOTAL ASSETS | $17,571,240 | $17,547,124 | | **Liabilities & Equity** | | | | Total Current Liabilities | $4,923,950 | $2,036,520 | | TOTAL LIABILITIES | $4,923,950 | $4,574,824 | | Accumulated deficit | $(28,035,209) | $(24,691,314) | | TOTAL SHAREHOLDERS' EQUITY | $12,647,290 | $12,972,300 | Condensed Consolidated Statements of Operations Highlights (Unaudited) | Metric | Three Months Ended Nov 30, 2023 | Three Months Ended Nov 30, 2022 | Nine Months Ended Nov 30, 2023 | Nine Months Ended Nov 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | Revenue | $6,140,146 | $11,402,935 | $27,588,403 | $21,241,015 | | Gross profit | $637,995 | $858,614 | $3,142,078 | $1,653,469 | | Net loss from operations | $(1,961,010) | $(1,861,803) | $(3,340,816) | $(4,790,814) | | Net loss attributable to shareholders | $(1,944,343) | $(2,521,992) | $(3,343,895) | $(5,503,480) | | Loss Per Share - Basic & Diluted | $(0.04) | $(0.06) | $(0.06) | $(0.13) | Condensed Consolidated Statements of Cash Flows Highlights (Unaudited) | Cash Flow Activity | Nine Months Ended Nov 30, 2023 | Nine Months Ended Nov 30, 2022 | | :--- | :--- | :--- | | Net Cash used in operating activities | $(6,953,025) | $(5,600,444) | | Net cash used in investing activities | $(379) | $(67,761) | | Net cash (used in) provided by financing activities | $(295,333) | $17,550,000 | | **Net change in cash** | **$(7,305,676)** | **$11,408,593** | - The company has an accumulated deficit of **$28.0 million** as of November 30, 2023, and its continuation as a going concern depends on obtaining additional financing and achieving profitability[58](index=58&type=chunk)[59](index=59&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=34&type=section&id=ITEM%202%20%E2%80%93%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses the company's financial performance, highlighting a 30% year-over-year revenue increase for the nine months ended November 30, 2023, driven by the Telecommunication Products & Services segment, despite a sharp decline in the SMS & MMS business and strained liquidity - The company operates as a holding company with a significant portion of its operations conducted through a Variable Interest Entity (VIE) in the PRC, which presents unique risks to investors[137](index=137&type=chunk)[143](index=143&type=chunk) - The company's business lines include Telecommunications Products and Services, SMS/MMS, a Rich Communication Services (RCS) platform, and Big Data Insights, with the video game division currently inactive[166](index=166&type=chunk) - The company's liquidity depends on its ability to raise additional capital, as growth in the mobile payment business requires increasing fund deposits with telecommunication partners, necessitating further funding[222](index=222&type=chunk) [Results of Operations](index=45&type=section&id=Results%20of%20Operations) For the three months ended November 30, 2023, revenue decreased 46% YoY to $6.1 million, while for the nine-month period, revenue increased 30% YoY to $27.6 million, driven by an 86% surge in Telecommunication Products & Services, leading to a reduced net loss Revenue Comparison (Three Months Ended Nov 30) | Business Segment | 2023 | 2022 | Change (%) | | :--- | :--- | :--- | :--- | | Telecommunication Products & Services | $6,126,662 | $10,346,741 | -41% | | SMS & MMS Business | $7,900 | $868,694 | -99% | | Big Data | $5,584 | $187,500 | -97% | | **Total Revenue** | **$6,140,146** | **$11,402,935** | **-46%** | Revenue Comparison (Nine Months Ended Nov 30) | Business Segment | 2023 | 2022 | Change (%) | | :--- | :--- | :--- | :--- | | Telecommunication Products & Services | $27,332,154 | $14,673,364 | +86% | | SMS & MMS Business | $24,213 | $6,317,651 | -100% | | Big Data | $232,036 | $250,000 | -7% | | **Total Revenue** | **$27,588,403** | **$21,241,015** | **+30%** | - The decrease in net loss for the nine-month period to **$3.3M** from **$5.5M** was primarily due to higher revenue and a **90% increase in gross profit**, which rose to **$3.1M**[206](index=206&type=chunk)[221](index=221&type=chunk) - The significant downturn in the SMS and MMS business was attributed to changes in government protocols for message distribution[204](index=204&type=chunk) [Liquidity and Capital Resources](index=55&type=section&id=Liquidity%20and%20Capital%20Resources) As of November 30, 2023, the company's cash and cash equivalents declined to $1.9 million, attributed to a deliberate strategy of increasing prepayments and deposits with telecommunication partners to drive revenue, with future growth dependent on securing additional capital Liquidity Position | Metric | Nov 30, 2023 | Feb 28, 2023 | | :--- | :--- | :--- | | Cash and cash equivalents | $1,934,565 | $9,240,241 | | Working capital | $12,510,848 | $15,229,331 | - The company's mobile payment business model requires periodic fund deposits with telecommunication companies, and the variability in cash holdings is described as a deliberate operational strategy to optimize revenue[222](index=222&type=chunk) - The company raised **$840,000** through the exercise of warrants during the nine months ended November 30, 2023[223](index=223&type=chunk) [Controls and Procedures](index=57&type=section&id=ITEM%204%20%E2%80%93%20CONTROLS%20AND%20PROCEDURES) Management concluded that as of November 30, 2023, the company's disclosure controls and procedures were not effective due to material weaknesses in internal control over financial reporting (ICFR), despite believing the financial statements are fairly presented - Management identified material weaknesses in internal control over financial reporting (ICFR) as of November 30, 2023[235](index=235&type=chunk)[238](index=238&type=chunk) - The specific weaknesses cited are: 1) The need to refine documentation of internal controls to fully align with Section 404 of the Sarbanes-Oxley Act 2) Limited segregation of duties and oversight in the finance and accounting functions due to limited personnel[242](index=242&type=chunk) - Despite the identified material weaknesses, management believes the consolidated financial statements in the report are fairly presented in all material respects[240](index=240&type=chunk) [PART II. OTHER INFORMATION](index=59&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [Legal Proceedings](index=59&type=section&id=ITEM%201%20%E2%80%93%20LEGAL%20PROCEEDINGS) The company reports that it is not a party to any pending legal proceedings and is not aware of any such proceedings involving its officers, directors, or major shareholders that would be adverse to the company - The Company is not a party to any pending legal proceedings[244](index=244&type=chunk) [Risk Factors](index=59&type=section&id=ITEM%201A.%20RISK%20FACTORS) The company outlines significant risks, including those related to its business operations, its reliance on a VIE structure in China, and the evolving regulatory environment in the PRC, which could impact its operations, funding, and potential for delisting - The company has a history of net losses, with a net loss of approximately **$3.3 million** for the nine months ended November 30, 2023, and an accumulated deficit of **$28.0 million**[249](index=249&type=chunk) - A substantial amount of total revenue is derived from contracts with two telecommunications companies, China Unicom and China Mobile, creating a concentration risk[253](index=253&type=chunk) - The PRC government may determine that the VIE Agreements are not in compliance with PRC laws, which could lead to penalties, operational restrictions, or revocation of licenses[277](index=277&type=chunk)[279](index=279&type=chunk) - The company faces risks related to the Holding Foreign Companies Accountable Act (HFCAA); if PCAOB access is obstructed in the future, the company's securities could be delisted from U.S. exchanges[349](index=349&type=chunk)[351](index=351&type=chunk)[352](index=352&type=chunk) - New PRC regulations, such as the Overseas Listing Trial Measures effective March 31, 2023, may require the company to file with the CSRC for future securities offerings, potentially hindering its ability to raise capital[298](index=298&type=chunk)[300](index=300&type=chunk) [Unregistered Sales of Equity Securities](index=84&type=section&id=ITEM%202%20%E2%80%93%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%2C%20USE%20OF%20PROCEEDS%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES) On September 5, 2023, the company issued a total of 72,500 shares of its common stock to two separate entities for consulting services, relying on exemptions from registration under Rule 506(b) or Section 4(a)(2) of the Securities Act - On September 5, 2023, the company issued **2,500 shares** at a deemed price of $2.47 per share and **70,000 shares** at a deemed price of $1.64 per share to two entities for consulting services[358](index=358&type=chunk)[359](index=359&type=chunk) - The company relied on exemptions from registration under Rule 506(b) or Section 4(a)(2) of the Securities Act for these issuances[358](index=358&type=chunk)[359](index=359&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to _______________ Commission File Number: 001-41187 FINGERMOTION, INC. (Exact name of registrant as specified in its charter) Delaware 20-007 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to _______________ Commission File Number: 001-41187 FINGERMOTION, INC. (Exact name of registrant as specified in its charter) Delaware 20-007715 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ Annual Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended: February 28, 2023 ☐ Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ______ to _______. Delaware 20-0077155 (IRS Employer Identification Number) 111 Somerset Road Level 3, Singapore 238164 (Address of principal executive offices) Registrant's tel ...