[{"_1":2,"_3":-5,"_4":-5},"loaderData",{"_5":6,"_7":8},"actionData","errors","root",{"_102":103},"en-item",{"_9":10,"_10":11},"kind","item",{"_12":13,"_14":15,"_16":17,"_18":19,"_20":21,"_22":23,"_24":25,"_26":27,"_28":29,"_30":31,"_32":31,"_33":34,"_35":36,"_37":38,"_39":40,"_41":42,"_43":44,"_45":46,"_47":-5,"_48":49,"_50":-5,"_51":-5,"_52":53,"_54":55,"_56":57,"_58":42,"_59":42,"_60":61,"_62":42,"_63":64},"id","xeg3e6tu0r244iq3c483t64cy","revision",2,"title","FingerMotion, Inc. 2026年半年度财报：收入大幅下滑，净亏损扩大","originalTitle","FingerMotion, Inc. (0001602409) (Filer)","summary","FingerMotion, Inc. (FNGR) 2026年8月31日止的半年度财报显示，收入从1710万美元降至93万美元，净亏损达699万美元。公司面临重大经营与财务风险，包括收入下降、信用减值损失及流动性问题。","reason","FingerMotion, Inc. 2026年8月31日止的半年度财报显示收入大幅下滑，净亏损扩大，且面临重大经营与财务风险。","source",{"_12":93,"_94":95,"_9":96,"_97":42,"_98":99,"_100":101},"links",{"_90":91,"_78":92},"publishedAt","2026-10-15T20:29:52.000Z","discoveredAt","2026-10-15T22:19:15.673Z","timelineAt","category","ai-products","tags",[84,85,86,87,88,89],"stockSymbols",[83],"score",74,"selected",true,"channel","news","story",{"_73":74,"_16":75},"x","readingMode","full","author","language","body",{"_64":77,"_78":-5,"_79":80,"_81":82},"outline",[],"relatedStories",[76],"indexable","markdownAvailable","group",{"_65":66,"_45":67,"_68":69,"_70":71,"_72":71},"hasTranslation","bodyLanguage","zh","factId","fm4MKTg2bLW0",{"_73":74,"_16":75},"reportCount",1,"additionalSourceCount",0,"developmentCount","publicId","521c9952-29c0-437d-8e83-153150db26de","FingerMotion财报收入大幅下滑",{"_73":74,"_16":75},"

美国

证券交易委员会

华盛顿\nD.C. 20549

表格\n10-Q

(选择\n一个)

☒ 季度\n报告，根据《1934年证券交易法》第13条或第15(d)条

截至\n2026年8月31日

或

☐ 过渡\n报告，根据《1934年证券交易法》第13条或第15(d)条

从______________到______________的过渡期

委员会\n文件编号: 001-41187

指动公司\n股份有限公司

(注册人章程中规定的正式名称)

\n \n \n \n \n \n \n \n \n\n\n \n \n \n\n \n \n \n \n \n \n \n

特拉华州		46-4600326
(州或其他司法管辖区 \n 的成立)		(美国国税局雇主 \n 识别号码)

700\n 南玫瑰玛丽大道, 204号套房 \n 西棕榈滩, 佛罗里达州		33401
(主要执行办公室地址)		(邮政编码)

(347)\n349-5339

注册人电话号码（包括区号）

根据法案第12(b)条注册的证券：

\n \n \n \n \n \n \n \n \n \n \n \n \n

每类证券的名称		交易符号		每类证券注册的交易所名称
普通股，面值0.0001美元		FNGR		纳斯达克股票市场有限责任公司

通过勾选方框表明注册人（1）是否已提交根据《1934年证券交易法》第13条或第15(d)条要求提交的所有报告（在前12个月内，或注册人需要提交此类报告的较短期间），以及（2）是否在过去90天内一直受此类提交要求的约束。是 ☒ 否 ☐

通过勾选方框表明注册人是否在前12个月内（或注册人需要提交此类文件的较短期间）根据规章S-T第405条（本章第232.405条）提交了所有要求提交的交互式数据文件。是 ☒ 否 ☐

通过勾选方框表明注册人是大型加速申报者、加速申报者、非加速申报者、较小的报告公司，还是新兴成长公司。请参见《交易法》第12b-2条中“大型加速申报者”、“加速申报者”、“较小的报告公司”和“新兴成长公司”的定义。

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

大型加速申报者	☐	加速申报者	☐
非加速申报者	☒	较小的报告公司	☒
		新兴成长公司	☐

如果为新兴成长公司，请通过勾选方框表明注册人是否已选择不使用根据《交易法》第13(a)条提供的任何新修订的财务会计标准的延长过渡期。 ☐

通过勾选方框表明注册人是否为壳公司（根据《法案》第12b-2条定义）。是 ☐ 否 ☒

说明发行人每种普通股类别的已发行股份数量，以最近可行日期为准： 91,871,297 股普通股，截至 2026 年 10 月 13 日。

FINGERMOTION,\nINC.

FORM\n10-Q

目\n录

PART 1 – 财务信息	3

	项目 1 – 财务报表	3
	项目 2 – 管理层讨论与分析财务状况和经营成果	34
	截至 2026 年 8 月 31 日的三个月与截至 2025 年 8 月 31 日的三个月比较	42
	截至 2026 年 8 月 31 日的六个月与截至 2025 年 8 月 31 日的六个月比较	46
	流动性与资本资源	49
	项目 3 - 关于市场风险的定量和定性披露	52
	项目 4 – 控制和程序	52
	信息披露控制和程序的评估	52
	财务报告内部控制的变化	53

PART II – 其他信息	54

	项目 1 – 法律诉讼	54
	项目 1A – 风险因素	54
	项目 2 – 未注册的股权证券销售、资金用途和发行人购买股权证券	57
	项目 3 – 高级证券违约	57
	项目 4 – 矿山安全披露	57
	项目 5 – 其他信息	57
	项目 6 – 附件	58

PART\n1 – 财务信息

项目\n1 – 财务报表

FINGERMOTION,\nINC. 及其子公司

简要合并资产负债表（未经审计）

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2026 年 8 月 31 日			2026 年 2 月 28 日
资产

流动资产
现金及现金等价物	$	2,135,825			$	68,596
受限现金		3,000,000				—
应收账款，净额		40,900,075				44,832,946
存货		326,407				258,159
预付款和押金		5,003,389				4,800,636
其他应收款		1,776,098				1,811,226
流动资产合计		53,141,794				51,771,563
非流动资产
设备		63,521				28,366
无形资产		1,637,517				2,030,291
使用权资产		244,405				19,201
投资		500,000				—
递延税资产		7,124,454				6,996,568
非流动资产合计		9,569,897				9,074,426
总资产	$	62,711,691			$	60,845,989

负债和股东权益

流动负债
应付账款	$	35,221,119			$	34,412,906
应计和其他应付款		9,422,985				10,678,667
流动负债		576,233				576,233
可转换票据应付账款，流动部分		2,955,705				—
转换的衍生负债		2,357,445				—
认股权证的衍生负债		708,334				—
租赁负债，流动部分		72,606				10,604
流动负债合计		51,314,427				45,678,410
非流动负债
租赁负债，非流动部分		185,063				—
递延税负债		18,361				18,002
非流动负债合计		203,424				18,002
总负债	$	51,517,851			$	45,696,412

股东权益
优先股，面值 $.0001 每股；授权 1,000,000 股；已发行和流通 -0- 股。		—				—

普通股，面值 $.0001 每股；授权 200,000,000 股；已发行和流通 85,162,686 股，以及截至 2026 年 8 月 31 日和 2026 年 2 月 28 日分别发行和流通 61,281,308 股		8,517				6,129
额外支付资本		61,215,300				54,652,121
股票认购应收款		(4,000,000	)			—
额外支付资本 - 股票期权		2,026,429				1,798,658
累计亏损		(48,117,720	)			(41,185,154	)
累计其他综合收益		156,373				(84,104	)
扣除非控制性权益的股东权益		11,288,899				15,187,650
非控制性权益		(95,059	)			(38,073
股东权益总计		11,193,840				15,149,577

负债和股东权益总计	$	62,711,691			$	60,845,989

附注是这些未经审计的合并财务报表不可分割的组成部分。

FINGERMOTION, INC. 和子公司

未经审计的合并综合损失表

\n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n


	截至三个月末			截至六个月末
	2026 年 8 月 31 日			2025 年 8 月 31 日			2026 年 8 月 31 日		2025 年 8 月 31 日
收入	$	281,076			$	8,647,511		$	931,165		$	17,106,254
销售成本		(144,561	)			(8,608,771	)		(586,172	)		(16,914,993	)

毛利		136,515				38,740			344,993			191,261

摊销与折旧		(200,514	)			(7,766	)		(398,106	)		(18,319	)
一般及行政费用		(1,353,610	)			(1,387,466	)		(2,590,156	)		(2,897,892	)
市场费用		(351	)			(18,836	)		(48,380	)		(30,942	)
研究与开发		(55,028	)			(77,540	)		(111,308	)		(250,192	)
信用减值（损失）收益		(3,980,797	)			71,198			(4,503,743	)		(236,769	)
基于股票的薪酬费用		(75,647	)			(107,750	)		(156,813	)		(235,497	)
总运营费用		(5,665,947	)			(1,528,160	)		(7,808,506	)		(3,669,611	)
运营净损失		(5,529,432	)			(1,489,420	)		(7,463,513	)		(3,478,350	)

其他收入（费用）：
衍生品负债公允价值变动		1,184,221				—			1,184,221			—
债务折扣摊销		(626,505	)			—			(671,272	)		—
利息收入		5,367				4,573			10,349			9,710
利息费用		(29,851	)			(40,248	)		(63,908	)		(92,129	)
汇兑收益（损失）		(3,693	)			(14,470	)		(5,554	)		(10,709	)
其他收入（损失）		20,125				(9,959	)		20,125			(807	)
其他收入（费用）总计		549,664				(60,104	)		473,961			(93,935	)

税前净损失	$	(4,979,768	)		$	(1,549,524	)	$	(6,989,552	)	$	(3,572,285	)
所得税费用		—				—			—			—
净损失	$	(4,979,768	)		$	(1,549,524	)	$	(6,989,552	)	$	(3,572,285	)

减：归属于非控制性权益的净损失		(47,529	)			(8,514	)		(56,986	)		(22,719	)
归属于公司股东的净损失	$	(4,932,239	)		$	(1,541,010	)	$	(6,932,566	)	$	(3,549,566	)

其他综合收益（损失）：
外币折算调整		50,803				129,045			240,477			281,354
综合损失	$	(4,881,436	)		$	(1,411,965	)	$	(6,692,089	)	$	(3,268,212	)
减：归属于非控制性权益的综合（损失）收益		(1	)			—			(617	)		542
归属于公司的综合损失	$	(4,881,435	)		$	(1,411,965	)	$	(6,691,472	)	$	(3,268,754	)

每股净损失
基本每股损失	$	(0.08	)		$	(0.03	)	$	(0.11	)	$	(0.06	)
稀释每股损失	$	(0.08	)		$	(0.03	)	$	(0.11	)	$	(0.06	)

归属于公司的每股净损失
基本每股损失	$	(0.08	)		$	(0.03	)	$	(0.11	)	$	(0.06	)
稀释每股损失	$	(0.08	)		$	(0.03	)	$	(0.11	)	$	(0.06	)

加权平均普通股总数 - 基本		63,037,312				59,408,429			62,159,310			58,349,151
加权平均普通股总数 - 稀释		63,037,312				59,408,429			62,159,310			58,349,151

附注是这些未经审计的合并财务报表不可分割的组成部分。

FINGERMOTION, INC. 和子公司

未经审计的股东权益变动表

截至 2026 年 8 月 31 日的六个月


	普通股 –		普通股 –		股本溢价超过	股票认购	额外股本 – 股票			累计		累计其他综合	股东权益		非- \n 控制性
	股份		金额		面值	应收款	期权			亏损		收入	权益		利息			总计
2026年3月1日的余额		61,281,308		6,129		54,652,121		—			1,798,658		(41,185,154	)		(84,104	)		$	15,187,650		(38,073	)	15,149,577
通过现金发行的普通股		—		—		—		—			—		—			—				—		—		—
通过专业服务发行的普通股		—		—		—		—			—		—			—				—		—		—
额外支付的资本 - 股票期权		—		—		—		—			—		—			—				—		—		—
累计其他综合收益		—		—		—		—			—		—			189,674				189,674		—		189,674
净亏损		—		—		—		—			—		(2,000,327	)		—				(2,000,327	)	(9,457	)	(2,009,784	)
2026年5月31日的余额		61,281,308		6,129		54,652,121		—			1,798,658		(43,185,481	)		105,570				13,376,997		(47,530	)	13,329,467
额外支付的资本 - 股票期权		—		—		—		—			227,771		—			—				227,771		—		227,771
通过可转换债务转换发行的普通股		12,248,843		1,225		2,064,342		—			—		—			—				2,065,567		—		2,065,567
通过收购Lyken的9.9%股权发行的普通股		1,674,480		167		499,833		—			—		—			—				500,000		—		500,000
通过American Ventures发行的普通股		9,958,055		996		3,999,004		(4,000,000	)		—		—			—				—		—		—
累计其他综合收益		—		—		—		—			—		—			50,803				50,803		—		50,803
净亏损		—		—		—		—			—		(4,932,239	)		—				(4,932,239	)	(47,529	)	(4,979,768	)
2026年8月31日的余额		85,162,686		8,517		61,215,300		(4,000,000	)		2,026,429		(48,117,720	)		156,373				11,288,899		(95,059	)	11,193,840

FINGERMOTION, INC. AND SUBSIDIARIES

合并股东权益变动的简要合并报表（未经审计）

截至2025年8月31日的六个月

	普通股 -		普通股 -		资本支付超过	股票认购	额外支付的资本 - 股票		累计		累计其他综合	股东权益		非- \n 少数
	股份		金额		面值	应收款	期权		亏损		收入	权益		利息			总计
2025年3月1日的余额		57,141,186		5,714		47,304,416		—		1,473,996		(34,187,384	)		(943,276	)		13,653,466		5,490		13,658,956
通过现金发行的普通股		1,679,743		168		2,956,447		—		—		—			—			2,956,615		—		2,956,615
通过专业服务发行的普通股		27,500		3		56,760		—		—		—			—			56,763		—		56,763
通过客户存款转换发行的普通股		560,000		56		1,399,944		—		—		—			—			1,400,000		—		1,400,000
累计其他综合收益		—		—		—		—		—		—			152,309			152,309		—		152,309
净亏损		—		—		—		—		—		(2,008,556	)		—			(2,008,556	)	(14,205	)	(2,022,761	)
2025年5月31日的余额		59,408,429		5,941		51,717,567		—		1,473,996		(36,195,940	)		(790,967	)		16,210,597		(8,715	)	16,201,882
额外支付的资本 - 股票期权		—		—		—		—		293,984		—			—			293,984		—		293,984
累计其他综合收益		—		—		—		—		—		—			129,045			129,045		—		129,045
净亏损		—		—		—		—		—		(1,541,010	)		—			(1,541,010	)	(8,514	)	(1,549,524	)
2025年8月31日的余额		59,408,429		5,941		51,717,567		—		1,767,980		(37,736,950	)		(661,922	)		15,092,616		(17,229	)	15,075,387

附注是这些未经审计的简要合并财务报表的组成部分。

FINGERMOTION,\nINC. AND SUBSIDIARIES

现金流量表（未经审计）\n合并报表


	截至
	2026年8月31日			2025年8月31日
净亏损	$	(6,989,552	)		$	(3,572,285	)
调整项目以将净亏损调节为经营活动产生的净现金流量：
基于股票的薪酬费用		156,813				235,497
摊销和折旧		398,106				18,319
预期信用损失准备		4,503,743				236,770
衍生负债价值变动		(1,184,221	)			—
债务折扣摊销		671,272				—
设备处置收益		—				31

经营性资产和负债变动：
应收账款净额的减少（增加）		267,149				(4,610,390	)
预付款和押金的增加（减少）		(40,548	)			1,531,103
其他应收款的减少（增加）		70,433				(425,360	)
存货的增加（减少）		(62,357	)			15,187
应付账款的增加		120,272				3,278,687
应计费用和其他应付款的减少（增加）		(1,423,163	)			209,687
租赁负债的变动		21,774				(3,495	)
经营活动使用的净现金		(3,490,279	)			(3,086,249	)

投资活动产生的现金流量
设备购置		(39,505	)			(1,826	)
投资活动使用的净现金		(39,505	)			(1,826	)

筹资活动产生的现金流量
偿还贷款应付款		—				(751,122	)
可转换本票的收益		5,600,000				—
普通股发行收益		—				2,956,615
筹资活动提供的净现金		5,600,000				2,205,493

汇率对现金及现金等价物的影响		(2,987	)			(23,717	)

现金的净变动		2,067,229				(906,299	)

期初现金余额		68,596				1,128,135

期末现金及受限现金	$	2,135,825			$	221,836

现金流量信息的补充披露：
支付的利息	$	735,180			$	92,129

非现金投资和筹资活动的补充披露：
可转换债务转换发行的股份	$	2,065,567			$	—
为专业服务发行的普通股	$	—			$	56,763
客户存款转换为股份	$	—			$	1,400,000
为收购Lyken的9.9%股权发行的普通股	$	500,000				—

附注是这些未经审计的合并财务报表不可分割的一部分。

FINGERMOTION,\nINC. 及其子公司

合并财务报表的附注

截至2026年和2025年6月30日止六个月（未经审计）

注1 – 公司业务性质及列报基础

FingerMotion,\nInc.（“公司”）于2014年1月23日根据特拉华州法律成立。公司最初向租赁或出租其财产给第三方租户的住宅和商业房地产业主提供管理和咨询服务。

2017年7月13日，公司名称变更为FingerMotion, Inc.，这是在控制权变更后进行的。2017年7月，公司收购了Finger Motion Company Limited（“FMCL”）全部已发行股份，这是一家于2016年4月6日成立的香港公司，当时是一家信息技术公司，专注于运营和发布移动游戏。

根据与FMCL的股份交换协议，自2017年7月13日生效（“股份交换协议”），公司同意将FMCL股东持有的FMCL已发行股票与公司普通股进行交换。在交割日，公司向FMCL股东发行了12,000,000股普通股。此外，公司还向其他顾问发行了600,000股，以完成股份交换协议中规定的交易。

该交易被记录为“反向收购”，因为交易完成后，FMCL的股东立即取得了合并后公司的控制权。在会计处理上，FMCL被视为交易中的会计收购方，因此该交易被视作FMCL的资本重组（即公司为FMCL的股份发行股份的资本交易）。因此，FMCL的合并资产、负债和经营成果成为FingerMotion, Inc.及其子公司的历史财务报表，而公司的资产、负债和经营成果自收购日起与FMCL合并。此次交易中未记录任何基础价值的提升或无形资产或商誉。

由于股份交换协议及其他相关交易，FMCL成为公司的全资子公司。

2018年10月16日，公司通过其间接全资子公司上海久歌企业管理有限公司（“久歌管理”），根据一系列称为可变利益协议（“VIE协议”）的协议，与上海久歌信息技术有限公司（“久歌科技”）建立了合同控制的附属公司。使用VIE协议是一种常见的结构，用于收购中国公司的运营控制权，特别是在某些外国投资受到中国政府部门限制或禁止的行业中。VIE协议包括咨询服务协议、贷款协议、授权委托协议、买方选择权协议和股份质押协议，以确保久歌科技的联系和承诺。

2019年3月7日，久歌科技还收购了北京讯联（“BX”）99%的股权，该公司是一家为久歌客户提供折扣费率的短信批量分销子公司。

Finger Motion Financial Company Limited于2020年1月24日成立，由FingerMotion, Inc. 100%拥有。该公司在2021财年第四季度启动了保险科技业务，大数据部门获得了首个合同并实现了收入。

上海腾联久久信息通信技术有限公司于2020年12月23日成立，目的是进军中国手机销售业务。它由久歌科技拥有99%的股权。

2021年2月5日，久歌科技出售了其拥有99%股权的子公司苏州布谷鸟数字科技有限公司，该公司成立的目的是进军研发项目。

上海科顺翔汽车服务有限公司于2024年4月10日成立，目的是进军中国通信和流媒体服务。它由久歌科技拥有99%的股权。

浙江省长信通信设备有限公司于2025年3月28日成立，旨在进入通信设备的研发、制造和销售，以及在中国的通信设备技术服务业务。它由上海科顺翔汽车服务有限公司持有70%。

上海小亿宾通科技有限公司于2025年4月15日成立，旨在在中国销售家用电器和电子产品。它由久歌科技持有80%。

公司于2026年8月27日新增了一个业务计划。这是由新管理层与BlueFlare Energy Solutions Inc.（“BlueFlare”）共同制定的战略计划，涉及北美后置计量（“BTM”）人工智能（“AI”）和高性能计算（“HPC”）基础设施。

公司认为，通过利用BlueFlare现有的运营平台（场地开发、现场天然气发电、模块化建设、负荷管理及现场运营），而不是从零开始构建这些能力，其新的商业模式提供了最大的成功前景。

2026年8月12日，公司与Alset AI Ventures Inc.和Lyken AI Computing Inc.（“Lyken”）签订了股份购买协议，根据该协议，公司同意收购Lyken的99,000股普通股，代表持有Lyken的9.9%股权。在获得TSX Venture Exchange批准后，该交易于2026年8月17日完成。500,000美元的购买价格通过公司普通股的私募交易发行了1,674,480股受限股份来支付，该交易根据《1933年证券法》第4(a)(2)条的规定免于注册。未支付任何现金对价。

新业务方向 - 如项目2所述，自2026年8月起，公司开始与BlueFlare Energy Solutions Inc.合作推进北美后置计量人工智能和高性能计算基础设施计划。截至2026年8月31日，该计划尚未产生收入。相关期间的活动在注释1、11和16中有所描述。有关阿尔伯塔州电力驱动场地的后续事件在注释19中有所描述。

自2026年8月1日起，新管理团队已取得以下成果： (i)\n完成了总计约830万美元的融资活动；(ii)收购了Lyken的少数股权；(i)达成了12.9兆瓦数据中心电力的具有约束力的意向书；(iii)宣布了99兆瓦的数据中心建设收购计划；以及(iv)\n获得了潜在租户对其数据中心52.5兆瓦电力的意向书。

注释2 - 主要会计政策摘要

合并与披露原则

合并财务报表按照美国通用会计准则（“美国GAAP”）编制。合并财务报表包括公司的财务报表及其全资子公司。所有内部账户、交易和利润在合并时均已消除。

可变利益实体

根据ASC第810节，合并（“ASC 810”），公司必须将其可变利益实体（“VIEs”）的财务报表纳入其合并财务报表中。ASC 810要求，如果该公司对可变利益实体承担大部分损失风险，或有权获得可变利益实体大部分的剩余收益，则必须合并该可变利益实体。可变利益实体是指公司通过合同安排承担风险并享有通常与实体所有权相关的收益的实体，因此公司是该实体的主要受益人。

根据ASC 810，如果报告实体具有以下两个特征，它对该可变利益实体具有控制性财务利益，并必须合并该可变利益实体：(a) 有权指导对可变利益实体的经济表现最具影响的活动；以及 (b) 有义务吸收损失，或有权获得可能对可变利益实体产生重大影响的收益。报告实体对其是否具有这种权力的判断不受退出权或参与权存在的影响，除非单一企业（包括其关联方和事实上的代理人）有单方面行使这些权利的能力。九歌科技的实际股东不持有任何影响合并判断的退出权。

通过第1号附注中披露的VIE协议，公司被视为九歌科技的主要受益人。因此，九歌科技的经营成果已包含在附带的合并财务报表中。九歌科技没有任何资产作为其义务的抵押品或仅限于清偿其义务。九歌科技的债权人无权使用公司的普通信用。

截至2026年8月31日和2026年2月28日，公司附带的简要合并财务报表中包括了VIE及其子公司的以下资产和负债：

可变合并财务报表实体清单

VIE的资产和负债

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2026年8月31日		2026年2月28日
	(未经审计)
流动资产	$	8,942,892		$	9,099,111
非流动资产		684,673			415,307
总资产	$	9,627,565		$	9,514,418

流动负债	$	14,660,981		$	14,276,754
非流动负债		203,424			18,002
总负债	$	14,864,405		$	14,294,756

VIE子公司的资产和负债

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2026年8月31日		2026年2月28日
	(未经审计)
流动资产	$	37,857,864		$	41,411,094
非流动资产		6,079,919			5,962,380
总资产	$	43,937,783		$	47,373,474

流动负债	$	49,661,874		$	48,142,684
非流动负债		—			—
总负债	$	49,661,874		$	48,142,684

VIE的经营结果

	截至 \n 六个月结束 \n 2026年8月31日			截至 \n 六个月结束 \n 2026年8月31日
	(未经审计)			(未经审计)
收入	$	748,602			$	1,241,600
销售成本		(473,756	)			(1,159,544	)
毛利	$	274,846			$	82,056

摊销和折旧		(3,672	)			(11,325	)
一般及行政费用		(611,819	)			(779,611	)
市场费用		—				(13,438	)
研究与开发		—				(43,513	)
信用减值损失		(24,595	)			19,794
总运营费用	$	(640,086	)		$	(828,093	)

运营亏损	$	(365,240	)		$	(746,037	)

利息收入		10,339				9,260
利息支出		(58	)			—
其他收入		(1,919	)			5,065
总其他收入	$	8,362			$	14,325

税项支出		—				—

净亏损	$	(356,878	)		$	(731,712	)

VIE子公司的经营结果

	截至 \n 六个月结束 \n 2026年8月31日			截至 \n 六个月结束 \n 2026年8月31日
	(未经审计)			(未经审计)
收入	$	195,737			$	14,943,155
销售成本		(112,417	)			(14,861,361	)
毛利	$	83,320			$	81,794

摊销和折旧		(1,422	)			(478	)
一般及行政费用		(508,665	)			(541,703	)
市场费用		(48,380	)			(17,504	)
研究与开发		(27,728	)			(67,326	)
信用减值损失		(4,400,777	)			(262,809	)
总运营费用	$	(4,986,972	)		$	(889,820	)

运营亏损	$	(4,903,652	)		$	(808,026	)

利息收入		2				36
其他收入		22,044				4,710
其他总收入	$	22,046			$	4,746

税项支出		—				—

净亏损	$	(4,881,606	)		$	(803,280	)

估计的使用

根据美国通用会计原则编制公司的财务报表需要管理层做出估计和假设，这些估计和假设会影响财务报表中资产和负债的报告金额以及在财务报表日或有资产和或有负债的披露，以及在报告期间的收入和费用的报告金额。管理层在编制财务报表时，基于历史趋势和其他可用信息，对这些项目的最终结果做出最佳估计。实际结果可能与这些估计不同。

某些风险和不确定性

公司依赖于通过全球认证的托管提供商提供的基于云的托管服务。管理层认为有其他来源可用；然而，这种关系的中断或终止可能会在短期内对我们的经营结果产生不利影响。

分部报告

ASC 280，分部报告 （“ASC 280”），规定了关于运营分部的信息报告标准，其基础与公司的内部组织结构一致，以及关于地理区域、业务分部和主要客户的合并财务报表中的信息，以详细说明公司的业务分部。根据ASC 280确立的标准，公司采用管理层方法来确定可报告的运营分部。管理层方法考虑了公司CODM（特别是公司CEO和CFO）用于做出决策、分配资源和评估绩效的内部组织和报告方式。公司在内部报告中不区分分部之间的收入、成本和费用，而是整体按性质报告成本和费用。根据管理层的评估，公司确定其只有一项运营分部，因此根据ASC 280定义只有一项可报告分部。此外，集团的所有收入均来自或在中国产生，所有运营均在中国进行，公司的长期资产位于中国，因此不提供地理分部。因此，权威指南要求的所有财务分部信息均可在这些合并财务报表中找到。

外币折算和交易

公司的报告货币是美元。公司海外子公司的功能货币是各自的当地货币（人民币、新加坡元和港币），这些是公司海外子公司运营的主要经济环境中的记账单位。海外子公司的资产和负债按每个期末的汇率折算为美元。收入和费用按期间内平均汇率折算。产生的折算调整记录在累计其他综合收益（损失）中，作为股东权益的一个组成部分。

按以下汇率将人民币金额折算为美元：

外币折算表

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

资产负债表项目，除权益账户外
2026年8月31日			6.7248人民币兑1美元
2026年2月28日			6.8590人民币兑1美元
利润表和现金流量表项目
截至2026年8月31日的六个月			6.8046人民币兑1美元
截至2025年8月31日的六个月			7.2155人民币兑1美元

可辨认的无形资产

可辨认的无形资产按成本记录，并在3至10年内摊销。与有形财产和设备类似，当发生事件或情况变化表明账面价值可能无法收回时，公司会定期对可辨认的无形资产进行减值测试。

长期资产减值

公司将长期资产分类为：(i) 计算机和办公设备；(ii) 家具和装饰；(iii) 租赁改良；以及(iv) 有限寿命的无形资产。

公司持有的长期资产在使用过程中，当事件或情况变化表明这些资产的账面价值可能无法完全收回时，会进行减值测试。由于技术、经济或其他行业变化，这些资产可能会发生减值。如果情况要求对长期资产或资产组进行减值测试，公司首先将该资产或资产组预期产生的未折现现金流量与其账面价值进行比较。如果在未折现现金流量基础上，长期资产或资产组的账面价值无法收回，则按其账面价值超过公允价值的金额确认减值。公允价值通过各种估值技术确定，包括折现现金流模型、收益法、公开市场价值和第三方独立评估，视情况需要而定。

公司在确定相关资产的公允价值时，对预计未来现金流和其他因素做出各种假设和估计。用于确定长期资产未来价值和剩余使用寿命的假设和估计是复杂且主观的。它们可能受到各种因素的影响，包括外部因素如行业和经济趋势，以及内部因素如公司的业务战略及其对特定市场扩展的预测。

净应收账款

应收账款按公司预计可收回的金额列示。公司为预计的信用损失计提了拨备。\n管理层在确定特定账户的可收回性时会考虑以下因素：历史经验、客户的信用状况、应收账款的账龄以及其他与账户相关的具体情况。根据应收账款的账龄以及任何可能无法收回的特定应收账款，计提信用损失拨备并计入管理费用。被认定为无法收回的应收账款在所有催收手段用尽且回收可能性被认为微乎其微后，将冲销拨备。我们的评估考虑了预期信用和可收回性趋势的估计。市场条件的波动和不断变化的信用趋势难以预测，可能会导致未来期间对信用损失拨备产生影响。有关截至2026年8月31日止六个月及截至2026年2月28日止年度，公司于损益中确认的信用损失拨备，请参阅第8号注释。

信用风险集中

可能使公司面临信用风险集中的金融工具主要包括现金及现金等价物、应收账款和其他应收款。公司的现金及现金等价物存放于高信用质量的金融机构，有时会超过联邦保险限额。到目前为止，公司尚未就其现金及现金等价物发生任何信用损失。

截至2026年8月31日止六个月，四位客户分别占公司总收入的10%以上，个别贡献分别为40％、26％、13％和11％。截至2026年8月31日，这些客户的应收款金额为零。

截至2025年8月31日止六个月，一位客户占公司总收入的10%以上，个别贡献为 79％。截至2025年8月31日，该客户的应收款约占公司总应收账款的41％。

截至2026年8月31日止六个月，两位供应商分别占公司总采购的10%以上，个别贡献分别为60％和17％。截至2026年8月31日，应付给这些供应商的金额为零。

截至2025年8月31日止六个月，一位供应商占公司总采购的10%以上，个别贡献为78％。截至2025年8月31日，应付给该供应商的金额约占公司总应付账款的44％。

租赁

经营租赁和融资租赁的使用权资产和租赁负债在租赁开始日根据租赁期内未来租赁付款额的现值确认。当无法直接确定租赁的内含利率时，公司会使用其增量借款利率来确定未来租赁付款额的现值。增量借款利率基于租赁开始日可获得的信息确定，代表公司在类似经济环境下，为以抵押方式借入与租赁付款额相当的金额、期限相似的借款所需支付的利率。使用权资产包括租赁开始日前支付的租赁付款额以及收到的租赁激励。经营租赁的使用权资产还包括在租赁期内租赁付款额不均衡时的累计预付或应计租金。当公司很可能行使租赁的续租或终止选择权时，使用权资产和租赁负债可能包括这些选择权。

现金及现金等价物

现金及现金等价物包括现金、活期存款以及其他在银行存放的原始到期日为三个月或更短的短期高流动性投资，且这些投资可迅速转换为已知金额的现金。

设备

设备按成本列示。设备的折旧采用直线法计提，用于财务报告目的，折旧率基于资产的预计使用寿命确定。预计使用寿命为3 三至七\n年。根据ASC第360-45主题的规定，当管理层具备出售能力和意图时，土地被归类为待售资产。

每股收益

基本（损失）每股收益基于当期流通的普通股加权平均数计算，而当期潜在普通股的效应则包含在稀释每股收益中。

FASB会计准则汇编第260主题，每股收益 （“ASC 260”），要求将授予员工的员工股权期权、未实现股份和类似股权工具视为计算稀释每股收益的潜在普通股。稀释每股收益应基于实际授予且尚未被取消的期权或股份数量计算，除非这样计算会导致反稀释。公司根据ASC 260中提供的以股份为基础的支付交易中授予的股权工具，采用“库存股”方法来确定稀释每股收益。反稀释证券代表可能产生稀释效应的证券，由于其影响为反稀释，因此在计算稀释每股收益或亏损时予以排除。

收入确认

公司根据 ASC 606，与客户签订的合同产生的收入（“ASC 606”）确认收入。收入准则的核心原则是，企业应确认收入以反映向客户转让承诺的商品或服务的金额，该金额反映了公司期望因这些商品或服务而获得的对价。为实现这一核心原则，应用以下五个步骤：

● 步骤 1：识别与客户的合同；

● 步骤 2：识别合同中的履约义务；

● 步骤 3：确定交易价格；

● 步骤 4：将交易价格分配到合同中的履约义务；以及

● 步骤 5：在公司履行履约义务时确认收入。

为了识别与客户合同中的履约义务，企业必须评估合同中承诺的商品或服务，并识别每个承诺的商品或服务是否具有独立性。如果满足以下两个条件，履约义务符合 ASC 606 对“独立”商品或服务（或商品或服务的组合）的定义：

● 客户可以单独或与其他 readily available 的资源一起从该商品或服务中受益（即，该商品或服务具有独立性）；以及

● 企业将该商品或服务转让给客户的承诺与其他合同中的承诺是可单独识别的（即，在合同背景下，该转让承诺是独立的）。

如果商品或服务不是独立的，该商品或服务将与其他承诺的商品或服务结合，直到识别出一个独立的商品或服务组合。

交易价格是企业期望因向客户转让承诺的商品或服务而获得的对价金额。与客户签订的合同中承诺的对价可能包括固定金额、可变金额或两者兼有。在确定交易价格时，企业必须考虑以下所有因素的影响：

● 可变对价；

● 对可变对价的估计进行限制；

● 合同中存在重大融资成分；

● 非现金对价；以及

● 支付给客户的对价。

只有在很可能不会发生重大收入逆转的情况下，可变对价才会被计入交易价格，当与可变对价相关的不确定性随后得到解决时。

交易价格按相对单独售价的基础分配给每个履约义务。

分配给每个履约义务的交易价格在该履约义务得到履行时确认，根据情况在某一时间点或一段时间内确认。

电信服务

该公司通过其数字平台向第三方企业及在线市场提供移动充值和缴费服务、数据计划、订阅计划以及其他相关电信服务。当相关服务交付、激活或以其他方式提供给客户时确认收入，此时即根据基础协议条款将承诺服务的控制权转移给客户。

电信产品

电信产品收入主要涉及移动设备的销售。电信产品通常被视为单独的履约义务，因为客户可以独立使用这些设备。与移动设备销售相关的收入在控制权转移给客户时确认，通常是在客户取走设备时。

其他业务线

该公司向客户提供在线到线下整合服务（DaGe平台）、通信与协调解决方案以及数据和分析服务。公司主要提供数据和分析服务，包括定制网站的设计及相关服务。当合同包含多个履约义务时，交易价格根据各自单独售价的比例分配给每个单独的履约义务。当客户在公司履行义务的同时持续获得和消耗其利益时（例如持续服务），或在控制权转移时（例如客户接受已完成的交付物时），确认收入。公司使用最能体现履约义务控制权转移的投入法或产出法。

收入成本

收入成本包括电信产品和服务、运营商或其他供应商的短信和多媒体消息业务，以及应急设备的采购成本用于指挥和通信。

研究与开发

研究与开发费用在发生时计入当期损益。Sapientus的研究与开发费用包括薪酬、员工福利、基于股票的薪酬、为研究与开发购买的材料和组件。截至2026年2月28日的财年中，公司还启动了新的战略协作下的产品开发工作，旨在将其移动集成指挥与通信平台整合到应急响应车辆中。

销售、一般及行政费用

销售、一般及行政费用包括薪酬、员工福利、基于股票的薪酬、专业服务费用、设施成本的分摊、与一般销售和行政管理活动相关的折旧和摊销。

所得税

公司根据《会计准则汇编（ASC）”740号“所得税”（“ASC 740”）的规定，采用资产和负债法核算所得税。根据该方法，确认的所得税费用包括：\n(i) 当年前应缴或可退税款以及(ii) 由于现有资产和负债在财务报表中的账面价值与其各自税基之间的差异所产生的未来税务后果。递延税资产和负债使用预期适用于这些暂时性差异预计恢复或结算年份的已颁布税率进行计量。税率变动对递延税资产和负债的影响在包含颁布日期的期间内计入经营成果。如果根据现有证据，很可能部分或全部递延税资产无法实现，则需计提减值准备以减少报告的递延税资产。

少数股东权益

我们持有的三家子公司11%的股份、浙江长新通信设备有限公司3030%的股份以及上海小亿宾通科技有限公司2020%的股份作为我们权益的一部分，单独于公司的权益进行记录。不导致控制权变更的权益买卖作为权益交易进行核算。\n归属于少数股东权益的经营成果包含在我们的合并经营成果中，控制权丧失时，出售的权益以及保留的权益（如有）将按公允价值报告，任何收益或损失将在收益中确认。归属于少数股东权益的累计经营成果也作为少数股东权益记录在公司的合并资产负债表中。

近期发布的会计准则

(i)\n近期采用的会计准则

2023年12月，FASB发布了会计准则更新（“ASU”）2023-09，所得税（主题740）：改进所得税披露（“ASU 2023-09”），该更新提高了所得税披露的透明度和决策有用性。修订内容主要通过改进与税率调节和已缴所得税信息相关的所得税披露，提高所得税信息的透明度。该ASU还包括其他一些修订，以提高所得税披露的有效性。本ASU的修订内容对公开业务实体而言，自2024年12月15日之后开始的年度期间生效，采用前瞻性基础，允许追溯应用。允许提前采用。公司于2025年3月1日开始的年度采用ASU 2023-09，采用追溯基础，该采用对披露没有重大影响。

在\n2025年7月，FASB发布了ASU 2025-05，金融工具—信用损失（主题326）：应收账款和合同资产的信用损失计量（“ASU 2025-05”），该文件修订了关于应收账款和合同资产信用损失计量的指南。ASU 2025-05适用于2025年12月15日之后开始的年度报告期间以及这些年度期间内的中期期间。允许提前采用。公司正在评估该会计准则更新对其合并财务报表及相关披露的影响。

（ii）\n尚未采用的近期发布的会计规定

在\n2024年11月，FASB发布了ASU编号2024-03，利润表—全面收益报告—费用分解披露（子主题220-40），（“ASU 2024-03”）。该ASU要求在财务报表附注中披露有关某些成本和费用的指定信息。报告实体必须1）披露（a）存货采购额、（b）员工薪酬、（c）折旧、（d）无形资产摊销以及（e）作为油气生产活动的一部分确认的折旧、消耗和摊销（DD&A）（或其它消耗费用金额）包含在每个相关费用标题中的金额。相关费用标题是指在持续经营中利润表正面呈现的费用标题，其中包含（a）–（e）中列出的任何费用类别；2）在与其他分解要求相同的披露中包括某些已经根据现行一般会计原则要求披露的金额；3）披露未单独定量分解的相关费用标题中金额的定性描述，并且4）披露销售费用的总金额，并在年度报告期间，披露实体对销售费用的定义。\n该ASU适用于2026年12月15日之后开始的年度报告期间，以及2027年12月15日之后开始的中期报告期间。允许提前采用。公司正在评估该会计准则更新对其合并财务报表及相关披露的影响。

在\n2025年1月，FASB发布了ASU 2025-01，利润表—全面收益报告—费用分解披露，（“ASU 2025-01”）。ASU 2025-01中的修订将ASC 2024-03的生效日期进行了修订，以明确所有公开业务实体必须在2026年12月15日之后开始的年度报告期间以及2027年12月15日之后开始的年度报告期间内的中期期间采用该指南。允许提前采用。公司正在评估该会计准则更新对其合并财务报表及相关披露的影响。

在\n2025年12月，财务会计准则委员会（“FASB”）发布了ASU2025-11，中期报告（主题270）：\n中期披露要求的改进，（“ASU 2025-11”）。该标准明确了中期财务报表的披露要求，适用于2026年12月15日之后开始的中期期间。允许提前采用。\n公司目前正在评估该会计准则更新对其合并财务报表及相关披露的影响。

注\n3 - 持续经营

附带的中期合并财务报表是在公司将继续作为持续经营假设下编制的，这其中包括了在正常业务过程中实现资产和清偿负债的考虑。截至2026年8月31日和2026年2月28日，公司累计亏损分别为48,117,720美元和41,185,154美元，并且在截至2026年8月31日和2025年同期的六个月中，公司分别亏损6,989,552美元和3,572,285美元。

附带的中期财务报表是按照持续经营基础编制的，这其中包括了在正常业务过程中实现资产和清偿负债的考虑。中期财务报表未包含与记录资产金额的可回收性和分类或可能因这种不确定性结果而产生的负债金额和分类相关的任何调整。公司正处于其商业计划的发展阶段。因此，公司很可能需要额外的融资来资助其运营并开发和商业化其技术。这些因素引发了对公司持续作为持续经营能力的重大疑虑。在这些中期财务报表发布后的十二个月内，公司计划通过出售债务或股权融资或其他安排来获得额外资本以资助运营；然而，无法保证公司能够以可接受的条款获得所需资本。额外股权的出售可能会稀释现有股东，新发行的股份可能相对于我们目前流通的普通股具有优先权和优先待遇。如果公司无法获得此类额外融资，未来运营将需要缩减或停止。由于公司筹集资本的能力存在不确定性，管理层认为，在这些中期财务报表发布后的十二个月内，公司持续作为持续经营的能力存在重大疑虑。

注\n4 - 收入

我们分别在截至2026年8月31日和2025年同期的六个月中记录了931,165美元和17,106,254美元的收入。

收入明细

\n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n


	截至六个月结束
	2026年8月31日		2026年8月31日
	(未审计)		(未审计)
电信产品与服务	$	756,311		$	16,951,135
市场平台与数字商务基础设施解决方案		38,567			17,836
先进技术与平台解决方案		136,287			109,826
数据与分析平台解决方案		—			27,457
收入	$	931,165		$	17,106,254

注\n5 – 设备

截至2026年8月31日和2026年2月28日，公司与有形资产相关的金额如下：

设备清单

\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2026年8月31日			2026年2月28日
	（未经审计）
设备	$	170,682			$	128,347
减：累计折旧		(107,161	)			(99,981	)
净值设备	$	63,521			$	28,366

对设备的残值估计不显著。截至2026年8月31日和2025年期间的六个月折旧费用分别为
$5,288和$13,007。

注6 – 无形资产

截至2026年8月31日和2026年2月28日，公司与无形资产相关的金额如下：

无形资产清单

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2026年8月31日			2026年2月28日
	（未经审计）
移动应用	$	2,360,370			$	2,569,478
减：累计摊销		(722,853	)			(539,187	)
无形资产净值	$	1,637,517			$	2,030,291

对这些无形资产的残值估计不显著。截至2026年8月31日和2025年期间的六个月摊销费用分别为$392,818和$5,312。

注7 – 预付款和押金

预付款包括为转售股票信用向供应商支付的押金。我们目前的供应商是为中国电信产品与服务业务的中国联通和中国移动。押金包括我们向提供产品和服务的电商平台支付的款项。这些平台是拼多多、天猫和京东。

预付款清单

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2026年8月31日		2026年2月28日
	（未经审计）
押金	$	4,730,314		$	4,518,064
预付款		273,075			282,572
预付款和押金	$	5,003,389		$	4,800,636

注8 – 应收账款，净额

应收账款清单

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2026年8月31日			2026年2月28日
	（未经审计）
应收账款	$	47,175,632			$	46,535,767
减：信用损失准备		(6,275,557	)			(1,702,821	)
应收账款，净额	$	40,900,075			$	44,832,946

公司通常向客户提供90至150天的信用期。公司努力保持对应收账款的严格控制。逾期应收账款由管理层定期审查。

与信用损失准备相关的活动如下所示。

信用损失准备清单

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2026年8月31日		2026年2月28日
	（未经审计）
期初余额	$	1,702,821		$	435,345
信用损失的计提（释放）		4,485,530			1,207,516
核销		—			(14,340	)
汇率变动的影响		87,206			74,300
期末余额	$	6,275,557		$	1,702,821

注9 – 其他应收款

截至2026年8月31日和2026年2月28日，公司与其他应收款相关的金额如下：

其他应收款清单

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2026年8月31日		2026年2月28日
	（未经审计）
其他应收款包括：
对供应商的预付款	$	1,404,745		$	1,498,558
保证金		255,703			297,896
其他		115,650			14,772
其他应收款总额	$	1,776,098		$	1,811,226

注10 – 使用权资产和租赁负债

公司已与多个第三方签订了租赁协议。经营租赁的条款通常为一至两年。\n这些经营租赁在公司的合并资产负债表的“使用权资产”中体现，代表公司租赁期内使用相关资产的权利。公司租赁付款的义务在公司的合并资产负债表的“租赁负债”中体现。此外，公司还与多个期限为十二个月或以下的短期经营租赁协议。这些租赁未在公司的合并资产负债表中记录。所有经营租赁费用在截至2026年8月31日的六个月期间内按直线法计入。

与公司使用权资产及其相关租赁负债相关的信息如下：

使用权资产及相关租赁负债表

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2026年8月31日		2026年2月28日
	（未经审计）
使用权资产
使用权资产，净额	$	244,405		$	19,201

租赁负债
当前租赁负债	$	72,606		$	10,604
非当前租赁负债		185,063			—
总租赁负债	$	257,669		$	10,604

\n \n \n \n \n \n \n \n \n \n

剩余租赁期限和折现率	2026年8月31日
加权平均剩余租赁期限		38 个月
加权平均折现率		4.09	%

承诺

下表总结了截至2026年8月31日公司经营租赁下未来最低租赁付款额：

公司经营租赁下未来最低租赁付款额表

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

截至2027年8月31日的十二个月	$	79,542
之后		190,902
		270,444
减：隐含利息		(12,775	)
	$	257,669

以下总结了截至2026年8月31日的租赁相关现金流信息：

现金流信息表

\n \n \n \n \n \n \n

计入租赁负债计量的金额支付的现金：
租赁的经营性现金流		$	8,670

注释\n11 - 普通股

2025年3月3日，公司根据咨询协议，以每股1.86美元的认定价格向一家实体发行了27,500股普通股。

2025年5月15日，公司根据认股权证的行使，以每股1.50美元的价格向一家实体发行了312,500股普通股。

2025年5月23日，公司根据认股权证的行使，以每股1.88美元的价格向一家实体发行了100,000股普通股。

2025年5月28日，公司由于私募的完成，向8位个人以每股2.50美元的价格或认定价格发行了合计940,000股普通股，这导致收到950,000美元现金并清偿了1,400,000美元的未结负债。

2025年5月28日，公司根据认股权证的行使，以每股1.50美元的价格向一家实体发行了837,243股普通股。

2025年5月29日，公司根据认股权证的行使，以每股1.88美元的价格向一家实体发行了50,000股普通股。

On\nSeptember 30, 2025, the Company, its indirect wholly owned subsidiary, Shanghai JiuGe Business Management Co., Ltd. (“JiuGe\nManagement”), and Shanghai Jihaohe Information Technology Co., Ltd. (“Shanghai Jihaohe”), entered into an\nasset purchase agreement (the “Asset Purchase Agreement”) pursuant to which the Company caused JiuGe Management to\nacquire all of the intellectual property (including, without limitation, all of the inventions, software in source code or object code,\ntrademarks, copyrights and trade secrets) underpinning the Company’s DaGe platform, in consideration of the issuance by the Company\nto Shanghai Jihaohe of 1,500,000 shares of common stock in the capital of the Company. The Asset Purchase Agreement closed on October\n2, 2025, and the Company issued the 1,500,000 shares of common stock to Shanghai Jihaohe at a deemed issuance price of $1.57 per share.

On\nOctober 17, 2025, the Company issued 60,000 shares of its common stock at a deemed price of $1.67 per share to one individual pursuant\nto a settlement agreement.

On\nOctober 17, 2025, the Company issued 7,500 shares of its common stock at a deemed price of $1.86 per share to one entity pursuant to\na consulting agreement.

On\nOctober 23, 2025 the Company entered into a Sales Agreement (the “Sales Agreement”) with R.F. Lafferty & Co.,\nInc. as sales agent (the “Sales Agent”), under which the Company may, from time to time, sell shares of its common\nstock, par value $0.0001 per share (the “Placement Shares”), having an aggregate offering price of up to $50,000,000\nthrough the Sales Agent (the “ATM Offering”).

From\nOctober 23, 2025 to November 30, 2025, the Company issued 51,296 shares of its common stock under the Sales Agreement for gross cash\nproceeds of $80,087. The total issuance costs were $2,002, all of which were related to compensation paid to the Sales Agent.

On\nNovember 14, 2025, the Company issued 190,000 shares of common stock at a price of $1.50 per share to one individual due to the closing\nof a private placement for gross proceeds of $285,000.

From\nDecember 12, 2025 to December 23, 2025, the Company issued 64,083 shares of its common stock under the Sales Agreement for gross cash\nproceeds of $98,942. The total issuance costs were $2,474, all of which were related to compensation paid to the Sales Agent.

On\nMay 13, 2026, the Company entered into a securities purchase agreement with an institutional investor and issued a senior secured convertible\nnote with an original principal amount of $5,000,000 and an original issue discount of $700,000. The note is convertible into shares\nof the Company’s common stock at an initial fixed conversion price of $0.94 per share, subject to adjustment as set forth in the\nnote. The note was, and the shares of common stock issuable upon conversion of the note will be, issued in a transaction exempt from\nthe registration requirements under the Securities Act in reliance on Section 4(a)(2) thereof and Rule 506(b) of Regulation D thereunder.

During\nthe period from July 6, 2026 through August 28, 2026, the holder of the Company’s May 2026 senior secured convertible note\nconverted an aggregate of $2,065,567\nof principal into an aggregate of 12,248,843\nshares of the Company’s common stock at conversion prices ranging from $0.1620\nto $0.3442\nper share, in accordance with the terms of the aforesaid note.

On\nAugust 12, 2026, the Company entered into a share purchase agreement with Alset AI Ventures Inc. and Lyken AI Computing Inc. (“Lyken”),\npursuant to which the Company agreed to acquire 99,000 common shares of Lyken, representing a 9.9% equity interest in Lyken. The transaction\nclosed on August 14, 2026 following receipt of the applicable TSX Venture Exchange approval. The $500,000 purchase price was satisfied\nthrough the issuance of 1,674,480 restricted shares of the Company’s common stock. No cash consideration was paid.

On\nAugust 16, 2026, the Company entered into a securities purchase agreement with an institutional investor pursuant to which the Company\nissued a senior secured convertible note with an original principal amount of $5,000,000 and an original issue discount of $700,000,\ntogether with a common stock purchase warrant to purchase up to 4,092,993 shares of the Company’s common stock. The securities\npurchase agreement contains provisions substantially similar to those in the May 2026 note including, but not limited to, financial covenants\nand a “key man” clause regarding the chief executive officer. The note matures on August 16, 2027 and bears interest at 0%\nper annum in the absence of an event of default. The note has an initial fixed conversion price of $0.35 per share, subject to adjustment\nin accordance with its terms, and an initial floor price of $0.06 per share. The aggregate subscription amount for the note was $4,300,000.\nAt closing, $1,300,000 was released to the Company and the remaining $3,000,000 was deposited into a restricted account subject to a\ndeposit account control agreement and specified release conditions. The related warrant has an initial exercise price of $0.35 per share\nand expires on August 16, 2031.

On\nAugust 31, 2026, the Company completed a registered direct offering with an institutional investor pursuant to which the Company issued\n3,958,055 shares of common stock at a purchase price of $0.24 per share and pre-funded warrants to purchase up to 12,708,611 shares of\ncommon stock at a purchase price of $0.2399 per pre-funded warrant. Each pre-funded warrant has an exercise price of $0.0001 per share.\nThe offering resulted in gross proceeds of approximately $4.0 million before offering expenses. The gross proceeds of $4,000,000 were\nreceived by the Company on September 1, 2026.

As\nof August 31, 2026 there were 85,162,686 shares of the Company’s common stock issued and outstanding, and none of the preferred\nshares were issued and outstanding.

Share\nPurchase Warrants

A\ncontinuity schedule of outstanding stock purchase warrants as at August 31, 2026, and the changes during the periods, is as follows:

Schedule\nof Outstanding Stock Purchase Warrants

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Number of Warrants			Weighted Average Exercise Price
Balance, February 28, 2026		8,275,594			$	1.64
Correction of prior warrant count adjustment		(25,333	)			1.50
Issuance of warrants		4,092,993				0.35
Issuance of pre-funded warrants		12,708,611				0.00
Exercise of pre-funded warrants		(6,000,000	)			0.00
Balance, August 31, 2026		19,051,865			$	0.67

On\nMay 14, 2025, the Company received $468,750 from the exercise of warrants for the purchase of 312,500 shares of common stock of the Company\nat a price of $1.50 per share from an entity.

On\nMay 23, 2025, the Company received $188,000 from the exercise of the Placement Agent Warrant for the purchase of 100,000 shares of common\nstock of the Company at a price of $1.88 per share from the Placement Agent.

On\nMay 27, 2025, the Company received $1,255,864.50 from the exercise of warrants for the purchase of 837,243 shares of common stock of\nthe Company at a price of $1.50 per share from an entity.

On\nMay 29, 2025, the Company received $94,000 from the exercise of the Placement Agent Warrant for the purchase of 50,000 shares of common\nstock of the Company at a price of $1.88 per share from the Placement Agent.

On\nOctober 21, 2025, the Company issued an aggregate of 4,000,000 common stock purchase warrants (the “Warrants”) to\na consultant pursuant to a consulting services agreement with respect to investor relations services. 3,000,000 of the Warrants entitle\nthe holder to purchase up to 3,000,000 shares of common stock (each, a “Warrant Share”) at an exercise price of $1.65\nper Warrant Share until April 20, 2027, and 1,000,000 of the Warrants entitle the holder to purchase up to 1,000,000 Warrant Shares at\nan exercise price of $2.15 per Warrant Share until April 20, 2027.

On\nNovember 4, 2025, 28,312 stock purchase warrants having\nan exercise price of $8.22 per share expired.

On\nNovember 5, 2025, the Company issued 300,000 common stock purchase warrants (the “Warrants”) to a consultant pursuant\nto a consulting services agreement. The Warrants entitle the holder to purchase up to 300,000 shares of common stock (each, a “Warrant\nShare”) at an exercise price of $1.65 per Warrant Share until April 27, 2027.

In\nconnection with the preparation of the current period financial statements, the Company reviewed the adjustment provisions contained\nwithin the Placement Agent Warrant and determined that the previously disclosed increase of 25,333 warrants under the Placement Agent\nWarrant should not have been recorded. Accordingly, the Placement Agent Warrant remained exercisable for 100,000 shares of common stock,\nThe Company has corrected the warrant continuity schedule in this Quarterly Report.

On\nNovember 21, 2025, 10,000 stock purchase warrants having\nan exercise price of $6.70 per share expired.

On\nMay 13, 2026, the Company entered into a securities purchase agreement with an institutional investor and issued a senior secured convertible\nnote (the “Note”) with an original principal amount of $5,000,000 and an original issue discount of $700,000. The\nNote is convertible into shares of the Company’s common stock at an initial fixed conversion price of $0.94 per share, subject\nto adjustment as set forth in the Note.

In\nconnection with the issuance of the Note, pursuant to the adjustment provisions contained within the common stock purchase warrants and\nplacement agent warrant issued in the registered direct offering that closed on December 23, 2024, the exercise price of such warrants\nwas adjusted to $0.94 per share. The adjustment did not result in any increase in the number of warrants outstanding.

The\nCompany had previously disclosed in its Annual Report on Form 10-K that the number of warrants outstanding increased as a result of this\nadjustment. Upon further review, the Company determined that only the exercise price was adjusted, and the number of warrants outstanding\nremained unchanged. Accordingly, the warrant continuity schedule in this Quarterly Report reflects the corrected number of warrants outstanding\nand the adjusted exercise price.

On\nAugust 16, 2026, in connection with the issuance of the senior secured convertible note described in Note 16, the Company issued to the\nNote Investor a common stock purchase warrant to purchase up to 4,092,993 shares of the Company’s common stock. The warrant has\nan initial exercise price of $0.35 per share, is immediately exercisable and expires on August 16, 2031. The warrant contains customary\nadjustment provisions and is subject to a beneficial ownership limitation.

On\nAugust 31, 2026, in connection with the registered direct offering, the Company issued pre-funded warrants to purchase up to 12,708,611\nshares of common stock. The pre-funded warrants were sold at a purchase price of $0.23999 per pre-funded warrant and have an exercise\nprice of $0.0001 per share. The pre-funded warrants were immediately exercisable and expire when exercised in full.

On\nAugust 31, 2026, the holder exercised pre-funded warrants to purchase an aggregate of 6,000,000 shares of common stock. Accordingly,\nas of August 31, 2026, pre-funded warrants to purchase 6,708,611 shares of common stock remained outstanding.

A\nsummary of stock purchase warrants outstanding and exercisable as at August 31, 2026 is as follows:

Schedule\nof Stock Purchase Warrants Outstanding and Exercisable

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

		Number of Warrants		Remaining Contractual
Exercise Price		Outstanding		Life (Years)	Expiry Date
	0.94		3,950,261		3.32	December 23, 2029
	1.65		3,000,000		0.64	April 20, 2027
	2.15		1,000,000		0.64	April 20, 2027
	1.65		300,000		0.65	April 27, 2027
	0.35		4,092,993		4.96	August 16, 2031
	0.00		6,708,611		5.00	August 31, 2031
	0.67		19,051,865

Stock\nOptions

On\nDecember 28, 2021, the Company granted an aggregate of 4,545,000 stock\noptions pursuant to the Company’s 2021 Stock Incentive Plan having an exercise price of $8.00 per share and an expiry date of five\nyears from the date of grant to 40 individuals who were directors, officers, employees and consultants of the Company. We relied upon\nthe exemption from registration under the U.S. Securities Act provided by Rule 903 of Regulation S promulgated under the U.S. Securities\nAct for the grant of stock options to individuals who are non-U.S. persons and upon the exemption from registration under Section 4(a)(2)\nof the U.S. Securities Act for two individuals who are U.S. persons. The stock options are all subject to vesting provisions of 20% on\nthe date of grant and 20% on each of the first, second, third, and fourth anniversary of the date of grant. At our annual meeting of\nstockholders held on February 17, 2023, the stockholder approved an amendment to the exercise price of the outstanding stock options\nfrom $8.00 to $3.84. The strike price adjustment did not affect the fair value.

The\nfair value of these stock options was estimated at the date of grant using the Black-Scholes Options Valuation Model. The weighted-average\ngrant-date fair value was $6.46 per option.

On\nJuly 28, 2023, the Company granted an aggregate of 2,648,500 stock options pursuant to the\nCompany’s 2023 Stock Incentive Plan having an exercise price of $4.62 per share and an expiry date of five years from the date\nof grant to 22 individuals who were employees and consultants of the Company’s subsidiaries and contractually controlled affiliate.\nThe stock options are all subject to vesting provisions of 20% on the date of grant and 20% on each of the first, second, third and fourth\nanniversary of the date of grant.

The\nfair value of these stock options was estimated at the date of grant using the Black-Scholes Option Valulation Model. The weighted-average\ngrant-date fair value was $4.58 per option.

Schedule\nof Stock Option Grant Date Remaining Contractual Life

\n \n \n \n \n \n \n \n \n \n

Stock Option Grant Date

Remaining Contractual

Life as of

August 31, 2026 (Years)

December 28, 2021

0.33

July 28, 2023

1.91

A\ncontinuity schedule of outstanding stock options as at August 31, 2026, and the changes during the period, is as follows:

Schedule\nof Outstanding Stock Options

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Number of \n Stock Options		Exercise Price
Balance, February 28, 2026		6,039,100		$	4.18
Cancelled/Forfeited		—			—
Balance, August 31, 2026		6,039,100		$	4.18

A\ncontinuity schedule of outstanding unvested stock options at August 31, 2026, and the changes during the six months periods, is as follows:

Schedule\nof Outstanding Unvested Stock Option

\n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n

	Number\n of \n Unvested \n Stock Options			Weighted\n Average \n Grant Date \n Fair Value
Balance, February 28, 2026		1,059,400			$	4.58
Vested		(529,700	)		$	4.58
Balance, August 31, 2026		529,700			$	4.58

As\nat August 31, 2026, the aggregate intrinsic value of the outstanding stock options granted on December 28, 2021 was estimated at $0 as\nthe current price as of August 31, 2026 is $0.22 which is lower than the strike price while the aggregate intrinsic value of the outstanding\nstock options granted on July 28, 2023 is $0 as the current price as of August 31, 2026 is lower than the strike price.

A\nsummary of stock options outstanding and exercisable as at August 31, 2026 is as follows:

Schedule\nof Stock Option Outstanding and Exercisable

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

		Options Outstanding		Options Exercisable
Range of \n Exercise\n Prices		Outstanding at August 31, 2026		Exercise \n Price		Weighted \n Average \n Remaining Contractual \n Term (Years)	Exercisable at \n August 31, 2026		Exercise \n Price		Weighted \n Average \n Remaining Contractual \n Term (Years)

$	3.00 to $ 4.00		3,390,600		$	3.84		0.33		3,390,600		$	3.84	0.33
$	4.00\nto $ 5.00		2,648,500		$	4.62		1.91		2,118,800		$	4.62	1.91
			6,039,100							5,509,400

Note\n12 – Earnings Per Share

The\nfollowing table sets forth the computation of basic and diluted loss per share of common stock:

Schedule\nof Basic and Diluted Loss Per Share Common Stock

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	August 31, 2026			August 31, 2025
	For the six months ended
	August 31, 2026			August 31, 2025
	(unaudited)			(unaudited)
Numerator - basic and diluted
Net Loss	$	(6,989,552	)		$	(3,572,285	)
Denominator
Weighted average number of common shares outstanding —basic		62,159,310				58,349,151
Weighted average number of common shares outstanding —diluted		62,159,310				58,349,151
Loss per share of common stock — basic	$	(0.11	)		$	(0.06	)
Loss per share of common stock — diluted	$	(0.11	)		$	(0.06	)

Note\n13 – Income Taxes

The\nCompany and its subsidiaries file separate income tax returns.

The\nUnited States of America

FingerMotion,\nInc. is incorporated in the State of Delaware in the U.S. and is subject to a U.S. federal corporate income tax of 21%. The Company generated\na taxable loss for the six months ended August 31, 2026 and 2025.

Hong\nKong

Finger\nMotion Company Limited, Finger Motion (CN) Limited and Finger Motion Financial Company Limited were incorporated in Hong Kong and Hong\nKong’s profits tax rate is 16.5%. These companies did not earn any income that was derived in Hong Kong for the six months ended\nAugust 31, 2026 and 2025.

The\nPeople’s Republic of China (PRC)

JiuGe\nManagement, Beijing XunLian, Shanghai TengLian JiuJiu, Shanghai KeShunXiang, Zhejiang ChangXin Communication Equipment Co., Ltd and Shanghai\nXiaoYi Bin Tong Technology Co., Ltd. were incorporated in the People’s Republic of China and subject to PRC income tax at 25%.\nJiuGe Technology was incorporated in the People’s Republic of China and subject to PRC income tax at 15% as high-tech enterprise.

Income\ntax mainly consists of foreign income tax at statutory rates and the effects of permanent and temporary differences. The Company’s\neffective income tax rates for the six months ended August 31, 2026 and 2025 are as follows:

Schedule\nof Effective Income Tax Rate Reconciliation

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	For the six months ended
	August 31, 2026			August 31, 2025
	(unaudited)			(unaudited)
U.S. statutory tax rate		21.0	%		21.0	%
PRC profit tax rate		25.0	%		25.0	%
Changes in valuation allowance and others		(46.0	)%		(46.0	)%
Effective tax rate		0.0	%		0.0	%

Schedule\nof Income Tax Expenses

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	August 31, 2026		February 28, 2026
	(unaudited)
Current tax	$	—		$	—
Deferred tax benefit		—			—
Total provision for (benefit from) income tax expense	$	—		$	—

The\nreconciliations of income tax expenses computed by applying the statutory income tax rates, ranging from 15% to 25%, to the Company’s\nincome tax expenses for the presented years are as follows:

Schedule\nof Reconciliations of Income Tax Expenses

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	August 31, 2026			February 28, 2026
	(unaudited)
Loss before income tax expenses	$	(6,989,552	)		$	(7,041,333	)
Income tax credit computed at various statutory income tax rate (15% to 25%)		(994,152	)			(440,899	)
Reconciling items:
Tax incentive – R&D Credit		—				(69,940	)
Income not subject to tax in China		(19,847	)			(38,590	)
Change in fair value of derivative liabilities		248,686				—
Non-deductible expenses		715,313				549,429
Total provision for (benefit from) income tax	$	—			$	—

Deferred\ntax has resulted primarily from future tax deductible or creditable temporary differences. In assessing the realizability of deferred\ntax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.\nAt August 31, 2026 and February 28, 2026, the valuation allowances were $5,683,377 and $4,389,425, respectively.

The\nsignificant components of the Company’s deferred tax account balances are as follows:

Schedule of Deferred Tax Assets

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	August 31, 2026			February 28, 2026
	(unaudited)
Deferred tax assets
Net operating losses carry forward	$	4,369,675			$	4,244,187
Accruals and reserves		8,399,506				7,121,646
Lease liability		38,650				20,160
Total deferred tax assets		12,807,831				11,385,993
Less: Valuation allowance		(5,683,377	)			(4,389,425	)
Total deferred tax assets, net of valuation allowance		7,124,454				6,996,568
Deferred tax liabilities
Right-of-use asset		(18,361	)			(18,002	)
Total deferred tax liabilities		(18,361	)			(18,002	)

Net deferred tax assets (liabilities)	$	7,106,093			$	6,978,566

Note\n14 - Commitments and Contingencies

From\ntime to time, the Company may be involved in or referenced in legal matters arising in the ordinary course of business. The Company is\nnot aware of any material outstanding claim or litigation against it

Note\n15 – Loan Payable

On\nJuly 18, 2024, the Company’s\nwholly owned subsidiary, Finger Motion Company Limited (the “Borrower”), entered into a loan agreement with Dr. Liew\nYow Ming (the “Lender”) whereby the Lender agreed to advance a short-term loan facility of SGD$1,500,000 (the “Loan”)\nto the Borrower for working capital purposes. As of September 4, 2024, the full amount of the Loan has been drawn upon by the Borrower.\nEach drawdown portion of the Loan is due one (1) year from the date of the drawdown, unless extended by the Lender. If the Lender agrees,\nthe Borrower may prepay the whole or any part of the Loan by providing the Lender not less than three (3) business days prior written\nnotice and subject to payment of interest accrued thereon. Any prepayment of the Loan shall be in an amount of SGD$50,000 or multiples\nthereof. The Loan shall bear interest at the rate of 1.50% per month, any such interest to accrue from day to day and to be calculated\nbased on a 365-day year and is payable on a monthly basis on or before the last day of each successive month.

On\nJuly 21, 2025, the Company repaid a short-term loan of SGD500,000.

On\nAugust 1, 2025, the Company repaid a short-term loan of SGD500,000.

On\nSeptember 4, 2025 the Company and the Lender entered into an extension of loan agreement of the final tranche of SGD$500,000. The new\nrepayment date is due on March 4, 2026 and the interest rate has been increased to 2% per month.

On\nDecember 9, 2025, the Company’s wholly owned subsidiary, Finger Motion Company Limited entered into a loan agreement with Dr. Liew\nYow Ming for a short-term loan facility of SGD$150,000\nfor working capital purposes. The loan bears interest at 12%\nper annum, payable monthly, and matures six (6) months from the drawdown date unless otherwise extended by the lender.

On\nDecember 24, 2025, the Company’s wholly owned subsidiary, Finger Motion Company Limited entered into a separate loan agreement\nwith Dr. Liew Yow Ming for a short-term loan facility of SGD$100,000\nfor working capital purposes. The loan bears interest at 12%\nper annum, payable monthly, and matures five (5) years from the drawdown date unless otherwise extended by the lender.

On\nMarch 4, 2026, Finger Motion Company Limited, a wholly owned subsidiary of the Company, entered into a further extension agreement with\nthe existing lender in respect of the remaining outstanding balance of SGD$500,000 under the loan agreement dated\nJuly 18, 2024, extending the repayment date from March 4, 2026 to September 4, 2026. The loan had previously been extended on\nSeptember 4, 2025, when the repayment date was extended from September 4, 2025 to March 4, 2026 and the interest rate was revised to\n24.5% per annum. All other material terms remained unchanged.

Note\n16 – Senior Secured Convertible Notes

May\n2026 Note

On\nMay 13, 2026 (the “Closing Date”), we entered into a securities purchase agreement (the “May 2026 Note Purchase\nAgreement”) with an institutional investor (the “Note Investor”), pursuant to which we issued to the Note\nInvestor a senior secured convertible note (the “Note”) with an original principal amount of $5,000,000 and an original\nissue discount of $700,000. The Note bears no interest (except upon an event of default) and, unless earlier converted or redeemed, will\nmature on the first anniversary of the Closing Date. At closing, the Company received $3,275,000 after the deduction of $25,000 legal\nfee, with the remaining $1,000,000 of the $4,300,000 aggregate subscription amount to be released to the Company upon the SEC declaring\neffective a resale registration statement covering the resale of a number of shares of Common Stock equal to 200% of the maximum number\nof Conversion Shares issuable upon conversion of the Note.

The\nNote is convertible, at any time at the Note Investor’s option, into shares of the Company’s common stock (the “Conversion\nShares”), at an initial fixed conversion price of $0.94\nper share (the “Fixed Conversion Price”),\nwhich is subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations, and other customary events.\nIn addition, during each monthly period specified in the Note (each, a “Monthly Redemption Conversion Period”), the\nNote Investor may convert up to $1,000,000\nin aggregate principal amount of the Note (plus all accrued\nand unpaid amounts thereon) at a “Redemption Conversion Price” equal to the lower of (i) the Fixed Conversion Price then\nin effect and (ii) 90%\nof the lowest daily volume-weighted average price of the Common Stock during the seven consecutive trading days ending on and including\nthe applicable date of conversion or the first trading day of the applicable Monthly Redemption Conversion Period, in each case subject\nto a floor price (the “Floor Price”) initially set at 20% of the Nasdaq Minimum Price (as defined in Nasdaq Listing\nRule 5635) on the trading day prior to the date of the May 2026 Note Purchase Agreement, which resets automatically every six months.\nIf the Company is unable to issue Conversion Shares due to the exchange cap described below or if a Floor Price condition exists, the\nNote Investor may require the Company to satisfy the applicable monthly conversion amount in cash at a 7.5%\npremium.

If\nan event of default occurs and is continuing, the Note shall become due and payable, at the Note Investor’s election, in cash at\nan amount equal to 125% of all the outstanding principal amount of the Note, accrued and unpaid interest, and any other unpaid amounts\n(collectively, the “Outstanding Value”). Upon the occurrence and continuation of an event of default, default interest\nshall accrue at an annual rate of 12%.

The\nNote also contains additional conversion, redemption, and put mechanics, including (i) an optional redemption right in favor of the Company,\nexercisable after 40 trading days following the effective date of the initial resale registration statement, at a price equal to 115%\nof the Outstanding Value of the Note, (ii) a change of control put right entitling the Note Investor to require redemption of the Outstanding\nValue under the Note at a premium upon the occurrence of a change of control transaction, and (iii) a subsequent placement redemption\nright entitling the Note Investor to require the Company to apply up to 30% of the gross proceeds of such subsequent placement to redeem\nat a price equal to 115% of the Outstanding Value being redeemed, in each case subject to the terms and conditions set forth in the Note.

The\nMay 2026 Note Purchase Agreement contains customary representations, warranties, and agreements of the Company and the Note Investor,\nand customary indemnification rights and obligations of the parties. The Company has agreed to seek stockholder approval for the issuance\nof Conversion Shares in excess of 19.99% of the outstanding shares of Common Stock as of the date of the May 2026 Note Purchase Agreement.\nAbsent such approval (or an opinion of outside counsel that stockholder approval is not required), the Company may not issue Conversion\nShares in excess of 12,256,260 shares in the aggregate (the “Exchange Cap”). Conversions are also subject to a 9.99%\nbeneficial ownership limitation.

In\nconnection with the May 2026 Note Purchase Agreement, the Company entered into a registration rights agreement with the Note Investor.\nThe Company also entered into a security agreement with the Note Investor (the “May Security Agreement”), pursuant\nto which the Company granted to the Note Investor, acting as collateral agent, a first-priority security interest in substantially all\nof the Company’s personal property assets, subject to customary permitted liens and excluded assets, as set forth in the Security\nAgreement.

During\nthe six months ended August 31, 2026, the Note Investor converted an aggregate of $2,065,567 of principal under the May 2026 Note into\n12,248,843 shares of the Company’s common stock at conversion prices ranging from $0.1620 to $0.3442 per share.

August\n2026 Note

On\nAugust 16, 2026, the Company entered into a securities purchase agreement (the “August Purchase Agreement” with an\ninstitutional investor (the “Investor”) pursuant to which the Company issued a senior secured convertible note with\nan original principal amount of $5,000,000 and an original issue discount of $700,000, together with a common stock purchase warrant\nto purchase up to 4,092,993 shares of the Company’s common stock. The Note bears no interest\n(except upon an event of default) and, unless earlier converted or redeemed, will mature on the first anniversary of the closing date\nunder the Agreement (the “Closing Date”). At closing, the Company received $4,300,000, of which $1.3 million was immediately available to the Company and the remaining $3.0 million will be held in a DACA account in the name of the Company to be\nreleased upon meeting certain release conditions as set forth in the Purchase Agreement.

The\nNote is convertible, at any time at the Investor’s option, into shares of the Company’s common stock (the “Conversion\nShares”), at an initial fixed conversion price of $0.35\nper share (the “Fixed Conversion Price”),\nwhich is subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations, and other customary events.\nIn addition, during each monthly period specified in the Note (each, a “Monthly Redemption Conversion Period”), the\nInvestor may convert up to the remaining principal amount of the Note (plus all accrued and unpaid amounts thereon) at a “Redemption\nConversion Price” equal to the lower of (i) the Fixed Conversion Price then in effect and (ii) 90%\nof the lowest daily volume-weighted average price of the Common Stock during the seven consecutive trading days ending on and including\nthe applicable date of conversion or the first trading day of the applicable Monthly Redemption Conversion Period, in each case subject\nto a floor price (the “Floor Price”) initially set at 20% of the Nasdaq Minimum Price (as defined in Nasdaq Listing\nRule 5635) on the trading day prior to the date of the Purchase Agreement, which resets automatically every six months. If the Company\nis unable to issue Conversion Shares due to the exchange cap described below or if a Floor Price condition exists, the Investor may require\nthe Company to satisfy the applicable monthly conversion amount in cash at a 7.5%\npremium.

The\nNote also contains additional conversion, redemption, and put mechanics, including (i) an optional redemption right in favor of the Company,\nexercisable after 40 trading days following the effective date of the initial resale registration statement, at a price equal to 115%\nof the Outstanding Value of the Note, (ii) a change of control put right entitling the Investor to require redemption of the Outstanding\nValue under the Note at a premium upon the occurrence of a change of control transaction, and (iii) a subsequent placement redemption\nright entitling the Investor to require the Company to apply up to 30% of the gross proceeds of such subsequent placement to redeem at\na price equal to 115% of the Outstanding Value being redeemed, in each case subject to the terms and conditions set forth in the Note.

The\nPurchase Agreement contains customary representations, warranties, and agreements of the Company and the Investor, and customary indemnification\nrights and obligations of the parties. The Company has agreed to seek stockholder approval for the issuance of Conversion Shares in excess\nof 19.99% of the outstanding shares of Common Stock as of the date of the Purchase Agreement. Absent such approval (or an opinion of\noutside counsel that stockholder approval is not required), the Company may not issue Conversion Shares in excess of 12,256,260 shares\nin the aggregate (the “Exchange Cap”). Conversions are also subject to a 9.99% beneficial ownership limitation.

In\naddition, the Company issued the Investor a Warrant exercisable into 4,092,993 shares of Company common stock (the “Warrant\nShares”). The Warrant carries a five-year term and is subject to a price adjustment should the Company issue securities below\nthe exercise price of the warrant which is the fixed conversion price of the Note. The Warrant and the Warrant Shares will be issued\nin transactions exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

In\nconnection with the Purchase Agreement, the Company entered into a registration rights agreement with the Investor (the “August\nRegistration Rights Agreement”), pursuant to which the Company has agreed to file a resale registration statement to register\nfor resale a number of shares of Common Stock equal to 150 % of the maximum number of Conversion Shares issuable upon conversion of the\nNote (subject to adjustment under the Registration Rights Agreement) and 100% of the number of Warrant Shares issuable upon exercise\nof the Warrant (subject to adjustment under the Registration Rights Agreement) no later than 15 calendar days after the date of the Registration\nRights Agreement, and to use best efforts to cause such registration statement to be declared effective within the effectiveness deadlines\nspecified thereunder.

The\nCompany also entered into a security agreement with the Investor (the “August Security Agreement”), pursuant to which\nthe Company granted to the Investor, acting as collateral agent, a first-priority security interest in substantially all of the Company’s\npersonal property assets, subject to customary permitted liens and excluded assets, as set forth in the Security Agreement.

Note\n17 – Related Party Transactions

In\nthe ordinary course of business, the Company engages in transactions with its principal stockholders, affiliates, and executive officers.\nThese transactions are carried out on terms comparable to those that would be obtained in arm-length dealings with unrelated third parties.

At\nAugust 31, 2026 and February 28, 2026, the Company engaged in the following transactions with ZhongXin Marine (Zhoushan) Satellite Communications\nEquipment Co., Ltd., which holds a 30% non-controlling interest in the Company’s subsidiary:

Schedule\nof Related Party Transactions

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	August 31, 2026		February 28, 2026
Related party transaction
Purchases of two satellite portable stations	$	—		$	15,270
Jinhua project traffic fees	$	8,041			—
Yantai Wanhua project: satellite equipment	$	35,519			—
Sichuan project		263			—
Research & Development	$	27,728			—

The\nfollowing balances were outstanding at the end of the reporting periods:

Schedule\nof Balances Were Outstanding

\n \n \n \n \n \n \n \n \n \n \n \n \n

	August 31, 2026		February 28, 2026

Related party payable	$	7,165		$	7,938

\n \n \n \n \n \n \n \n \n \n \n \n \n

	August 31, 2026		February 28, 2026

Related party prepayment	$	3,107		$	—

Note\n18 - Financial Instruments

The\nCompany’s senior secured convertible notes are accounted for as liabilities and are subsequently measured at amortized cost. The\nCompany evaluated the embedded conversion features of the convertible notes in accordance with ASC 815, Derivatives and Hedging,\nand determined that the conversion features require bifurcation and separate accounting as derivative liabilities.

The\nCompany also determined that the common stock purchase warrant issued in connection with the August 2026 senior secured convertible note\nconstitute a freestanding financial instrument and that the warrant requires separate accounting as a derivative\nliability.

The\nderivative liabilities are measured at fair value at each reporting date, with changes in fair value recognized in the unaudited condensed\nconsolidated statements of operations and comprehensive loss. Debt discounts are amortized to interest expense over the contractual terms\nof the convertible notes using the effective interest method.

As\nof August 31, 2026, the carrying amounts of the convertible notes and related derivative liabilities were as follows:

Schedule\nof Carrying Amounts of the Convertible Debt

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	As of \n August 31, 2026

Convertible Notes	$	2,955,705
Derivative liabilities – Conversion		2,357,445
Derivative liabilities – Warrant		708,334
Debt instrument fair\n value	$	6,021,484

Note\n19 - Subsequent Events

Subsequent\nto August 31, 2026, on September 2, 2026, the holder exercised pre-funded warrants to purchase 6,708,611 shares of the Company’s\ncommon stock at the exercise price of $0.0001 per share.

Subsequent\nto August 31, 2026, the Company fully repaid the SGD500,000 and SGD150,000 loans previously advanced by Dr. Liew Yow Ming, together with\nall accrued interest thereon. Following these repayments, a separate loan from Dr. Liew Yow Ming with a principal amount of US$100,000\nremained outstanding.

Subsequent\nto August 31, 2026, the Company filed a registration statement covering the resale of shares of common stock issuable upon conversion\nof the August 2026 senior secured convertible note and exercise of the related common stock purchase warrant.

On\nSeptember 23, 2026, the Company entered into a share purchase agreement to acquire 100% of the outstanding shares of Newbit Technology\nInc. for a total cash purchase price of $2,300,000. Newbit Technology Inc. holds the Brooks Campus #1 site located in the County of Newell,\nAlberta, Canada. The closing of the acquisition is subject to customary closing conditions and is expected to occur on or before October\n29, 2026.

On\nSeptember 30, 2026, the Company entered into a binding agreement to acquire approximately 20.2 acres of land located in Hanna, Alberta,\nCanada, for the development of the Company’s Hanna Campus #1. The transaction is subject to a due diligence period and customary\nclosing conditions.

On\nOctober 6, 2026, the Company held a Special Meeting of Stockholders. At the Special Meeting, the Company’s stockholders approved\nthe issuance of shares of common stock pursuant to the May 2026 and August 2026 senior secured convertible notes in excess of the applicable\nNasdaq exchange cap. The Company’s stockholders also approved an amendment to the Company’s Certificate of Incorporation\nto increase the number of authorized shares of common stock from 200,000,000 to 500,000,000 shares.

Except\nfor the above, the Company has determined that it does not have any other material subsequent events to disclose in these consolidated\nfinancial statements.

ITEM\n2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The\nterms the “Registrant”, “we”, “us”, “our”, “FingerMotion” and the “Company”\nmean FingerMotion, Inc. or as the context requires, collectively with its consolidated subsidiaries and contractually controlled companies.

Cautionary\nNote Regarding Forward-Looking Statements

The\nfollowing management’s discussion and analysis of the Company’s financial condition and results of operations (the “MD&A”)\ncontains forward-looking statements that involve risks, uncertainties and assumptions including, among others, statements regarding our\ncapital needs, business plans and expectations. In evaluating these statements, you should consider various factors, including the risks,\nuncertainties and assumptions set forth in reports and other documents we have filed with or furnished to the SEC and, including, without\nlimitation, this Quarterly Report on Form 10-Q for the six months ended August 31, 2026, and our Annual Report on Form 10-K for the fiscal\nyear ended February 28, 2026, including the consolidated financial statements and related notes contained therein. These factors, or\nany one of them, may cause our actual results or actions in the future to differ materially from any forward-looking statement made in\nthis document. Refer to “Cautionary Note Regarding Forward-looking Statements” as disclosed in our Annual Report on Form\n10-K for the fiscal year ended February 28, 2026, and Item 1A - Risk Factors, under Part II - Other Information of this Quarterly Report.

Introduction

This\nMD&A is focused on material changes in our financial condition from February 28, 2026, our most recently completed year end, to August\n31, 2026, and our results of operations for the six months ended August 31, 2026, and should be read in conjunction with Item 7, Management’s\nDiscussion and Analysis of Financial Condition and Results of Operations as contained in our Annual Report on Form 10-K for the fiscal\nyear ended February 28, 2026.

New\nBusiness Plan- Behind-the-Meter Data Centers

The\nCompany announced an additional business plan on August 27, 2026, a strategic plan developed by new management with BlueFlare Energy\nSolutions Inc. (“BlueFlare”) for behind-the-meter (“BTM”) artificial intelligence (“AI”) and high-performance\ncomputing (“HPC”) infrastructure in North America.

The\nCompany believes its new business model provides a reasonable foundation for a viable business by leveraging BlueFlare’s existing\noperating platform (site origination, on-site natural gas power generation, modular construction, load management and field operations),\nrather than building those capabilities from scratch.

Since\nwe just recently embarked on this new business strategy, it is premature to comment upon potential revenue and expenses except to comment\nthat this business is capital intensive and we do not expect to generate revenue from this new initiative until approximately nine months\nafter a project is in full development. As a result, this MD&A does not include any projected revenues, costs or capital requirements\nfor this new business strategy.

To\ndate, we have disclosed the targets and goals we have set with respect to this new business - permitting of ten 9.9 MW sites by the end\nof the first quarter of 2027, first energization as early as late fourth quarter 2026, data-hall turnover on the order of 18 months from\npermit award—depend on counterparties, regulators, equipment vendors, weather, and financing that we do not control. Failure to\nmeet those targets would not necessarily indicate a defect in the 9.9 MW BTM concept, but it would delay revenue and could impair investor\nconfidence and project finance.

Corporate\nInformation

The\nCompany is a Delaware-incorporated holding company and conducts a significant part of its operations through subsidiaries and contractual\narrangements with affiliated entities in the PRC, including Shanghai JiuGe Information Technology Co., Ltd. (“JiuGe Technology”,\n“our VIE” or “the VIE”). The Company’s operations in the PRC are primarily carried out through\nits wholly owned subsidiaries and Shanghai JiuGe Business Management Co., Ltd. (“JiuGe Management”, “our\nWFOE” or “the WFOE”), a wholly foreign-owned enterprise (“WFOE”), which has entered into\na series of contractual agreements with the VIE and its respective shareholder.

These\ncontractual arrangements are intended to provide the Company with effective control over the VIE and the ability to receive substantially\nall of the economic benefits of the VIE’s operations. The VIE structure is employed to comply with PRC laws and regulations that\nrestrict or prohibit foreign ownership in certain industries. However, these arrangements have not been tested in a court of law in the\nPRC and carry associated risks and uncertainties. See “Item 1A. Risk Factors—Risks Related to VIE Agreements.”

The\nCompany’s holding company structure presents unique risks as the Company’s investors may never directly hold equity interests\nin the Company’s subsidiaries or the VIE.

The\nCompany relies on distributions and other payments from its subsidiaries and VIE to fund its operations. These payments are subject to\nPRC laws and regulations, including restrictions on dividends, foreign exchange controls, and other regulatory requirements.

The\nCompany’s subsidiaries and VIE are subject to regulation by PRC authorities, including the China Securities Regulatory Commission\n(“CSRC”) and the Cyberspace Administration of China (“CAC”). As of the date of this report, the\nCompany is not required to obtain specific approvals from these authorities to operate its current business. However, under the CSRC’s\nOverseas Listing Trial Measures, the Company may be required to complete filing procedures for future overseas securities offerings,\nthe failing of which may result in an order to make correction, a warning, and/or the imposition of fines.

The\nregulatory environment in China is evolving, and it remains uncertain how new or changing laws and regulations may impact the Company’s\noperations, its ability to accept foreign investment, or its ability to maintain a listing on a U.S. or other foreign exchange.

Licensing

The\nCompany’s operations in the PRC require specific licenses and permits. Its VIE and related operating entities hold value-added\ntelecommunications business licenses issued by the Ministry of Industry and Information Technology (“MIIT”). These\nlicenses are necessary for providing mobile payment, recharge, and messaging services in China.

VIE\nStructure

The\nCompany conducts a substantial portion of its operations in China through VIE arrangements. These arrangements consist of a series of\ncontractual agreements (the “VIE Agreements”) between the Company’s WFOE and the VIE, along with its shareholder,\npursuant to which JiuGe Technology became the Company’s contractually controlled affiliate. The VIE Agreements include a consulting\nservices agreement, a loan agreement, a power of attorney agreement, a call option agreement and a share pledge agreement in order to\nsecure the connection and commitments of the VIE.

The\npurpose of these agreements is to give the Company effective control over the VIE and to enable it to receive the majority of the economic\nbenefits from its operations. However, the Company lacks direct equity ownership in the VIE, which means these arrangements may not be\nas effective as direct ownership.

The\nenforceability of the VIE agreements under PRC law remains uncertain, and there is no guarantee that the Company will be able to maintain\neffective control over the VIE. Please see “Item 1A. Risk Factors—Risks Related to VIE Agreements.”

Acquisition\nof Operational Control of Beijing Technology

The\nCompany acting through the VIE expanded its telecommunications services through the acquisition of operational control of Beijing XunLian\nTianXia Technology Co., Ltd. (“Beijing Technology”), which provides enterprise messaging solutions, including short\nmessage services (“SMS”) and multimedia messaging services (“MMS”), for enterprise customers. This\nservice complements the Company’s mobile payment and recharge offerings and operates under licenses issued by the MIIT.

Strategic\nCooperation with China Unicom

The\nCompany, through its VIE, JiuGe Technology, has established cooperative arrangements with China United Network Communications Limited\nand its regional branches, including China Unicom Yunnan. These arrangements represent a key component of the Company’s telecommunications\necosystem and support its transaction-based service model.

Under\nthese cooperation arrangements, JiuGe Technology is responsible for constructing and operating electronic sales platforms and related\nservices through which consumers may purchase telecommunications products and services, including mobile devices, mobile service plans,\nbroadband services, and related offerings. The Company receives a share of the revenue generated from transactions processed through\nthese platforms.

The\nCompany believes these arrangements enhance its integration with major telecommunications operators in China and provide opportunities\nto increase transaction volume and service penetration. The extent of revenue generated from these arrangements depends on transaction\nactivity, customer adoption, and ongoing commercial cooperation with the relevant counterparties.

In\naddition, in January 2022, TengLian, a subsidiary of JiuGe Technology, entered into a cooperation arrangement with China Unicom to support\ndevice protection programs for mobile and 5G devices. This initiative expands the Company’s involvement in value-added telecommunications\nservices and may enhance its broader service offerings.

These\ncooperative arrangements are subject to customary commercial terms, including renewal provisions and termination rights, and their continuation\nand financial contributions will depend on ongoing performance, regulatory conditions, and market demand

Intercorporate\nRelationships

The\nfollowing is a list of all of our subsidiaries and the corresponding place of incorporation or organization and the ownership\ninterest of each. All of our subsidiaries are directly or indirectly owned or controlled by us:

Name\n of Entity	Place\n of Incorporation / \n Formation	Ownership\n Interest
Finger Motion Company Limited ⁽¹⁾	Hong Kong	100%
Finger Motion (CN) Global Limited ⁽²⁾	Samoa	100%
Finger Motion (CN) Limited ⁽³⁾	Hong Kong	100%
Shanghai JiuGe Business Management Co., Ltd.⁽⁴⁾	PRC	100%
Shanghai JiuGe Information Technology Co., Ltd.⁽⁵⁾	PRC	Contractually controlled\n ⁽⁵⁾
Beijing XunLian TianXia Technology Co., Ltd.⁽⁶⁾	PRC	Contractually controlled
Finger Motion Financial Group Limited⁽⁷⁾	Samoa	100%
Finger Motion Financial Company Limited⁽⁸⁾	Hong Kong	100%
Shanghai TengLian JiuJiu Information Communication\n Technology Co., Ltd.⁽⁹⁾	PRC	Contractually controlled
Shanghai KeShunXiang Automobile Service Co., Ltd.⁽¹⁰⁾	PRC	Contractually controlled
Zhejiang ChangXin Communication Equipment Co., Ltd.⁽¹¹⁾	PRC	Contractually controlled
Shanghai XiaoYi Bin Tong Technology Co., Ltd.⁽¹²⁾	PRC	Contractually controlled

Notes:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	(1)	Finger Motion Company Limited\n is a wholly owned subsidiary of FingerMotion, Inc.
	(2)	Finger Motion (CN) Global\n Limited is a wholly owned subsidiary of FingerMotion, Inc.
	(3)	Finger Motion (CN) Limited\n is a wholly owned subsidiary of Finger Motion (CN) Global Limited.
	(4)	Shanghai JiuGe Business\n Management Co., Ltd., sometimes referred to in this Quarterly Report as “the WFOE”, is a wholly owned subsidiary of Finger\n Motion (CN) Limited.
	(5)	Shanghai JiuGe Information\n Technology Co., Ltd., sometimes referred to in this Quarterly Report as “the VIE”, is a variable interest entity that\n is contractually controlled by Shanghai JiuGe Business Management Co., Ltd.
	(6)	Beijing XunLian TianXia\n Technology Co., Ltd. is a 99% owned subsidiary of Shanghai JiuGe Information Technology Co., Ltd.
	(7)	Finger Motion Financial\n Group Limited is a wholly owned subsidiary of FingerMotion, Inc.
	(8)	Finger Motion Financial\n Company Limited is a wholly owned subsidiary of Finger Motion Financial Group Limited.
	(9)	Shanghai TengLian JiuJiu\n Information Communication Technology Co., Ltd. is a 99% owned subsidiary of Shanghai JiuGe Information Technology Co., Ltd.
	(10)	Shanghai KeShunXiang Automobile\n Service Co., Ltd. is a 99% owned subsidiary of Shanghai JiuGe Information Technology Co., Ltd.
	(11)	Zhejiang ChangXin Communication\n Equipment Co., Ltd. is a 70% owned subsidiary of Shanghai KeShunXiang Automobile Service Co., Ltd.
	(12)	Shanghai XiaoYi Bin Tong\n Technology Co., Ltd. is an 80% owned subsidiary of Shanghai JiuGe Information Technology Co., Ltd.

Because\nwe do not directly hold equity interests in the VIE, we are subject to risks and uncertainties of the interpretations and applications\nof Chinese laws and regulations, including but not limited to, the validity and enforcement of the VIE Agreements among the WFOE, the\nVIE and the shareholder of the VIE. We are also subject to the risks and uncertainties about any future actions of the Chinese government\nin this regard that could disallow the VIE structure, which would likely result in a material change in our operations and may cause\nthe value of our shares of common stock to depreciate significantly or become worthless.

The\nVIE Agreements may not be as effective as direct ownership in providing operational control. For instance, the VIE and its shareholders\ncould breach their contractual arrangements with us by, among other things, failing to conduct their operations in an acceptable manner\nor taking other actions that are detrimental to our interests. The shareholder of the VIE may not act in the best interests of our Company\nor may not perform their obligations under the VIE Agreements. Such risks exist throughout the period in which we intend to operate certain\nportions of our business through the VIE Agreements with the VIE. In the event that the VIE or its shareholder fail to perform their\nrespective obligations under the VIE Agreements, we may have to incur substantial costs and expend additional resources to enforce such\narrangements. In addition, even if legal actions are taken to enforce the VIE Agreements, there is uncertainty as to whether Chinese\ncourts would recognize or enforce judgments of U.S. courts against us or such persons predicated upon the civil liability provisions\nof the securities laws of the United States or any state. See “Risk Factors—Risks Related to the VIE Agreements”. We\nrely on the VIE Agreements with the VIE and its shareholder for a significant portion of our business operations. The VIE Agreements\nmay not be as effective as direct ownership in providing operational control. Any failure by the VIE or its shareholder to perform their\nobligations under such contractual arrangements would have a material and adverse effect on our business.

As\nof the date of this Quarterly Report on Form 10-Q, we and the VIE are not required to seek permissions from the CSRC, the CAC, or any\nother entity that is required to approve of the operations of the VIE, other than a value-added telecommunications business license,\nwhich has already been obtained. Nevertheless, Chinese regulatory authorities may in the future promulgate laws, regulations or implement\nrules that require us, our subsidiaries or the VIEs to obtain permissions from such regulatory authorities to approve the operations\nof the VIE.

Overview

The\nCompany is a mobile services, data, and technology company incorporated in Delaware, USA, with its head office located at 700 South Rosemary\nAvenue, Suite 204, West Palm Beach, FL 33401. As described elsewhere in this Quarterly Report, the Company has been organized as a holding\ncompany and conducts a significant part of its operations through its subsidiaries and through contractual agreements with JiuGe Technology,\nthe VIE based in China. The Company indirectly owns 100% of the equity of JiuGe Management, a WFOE that has entered into the VIE Agreements\nwhich gives the Company operational control over JiuGe Technology and consolidates its financial results.

The\nCompany organizes its operations in its legacy business across four primary areas: (i) telecommunications products and services,\n(ii) marketplace platform and digital commerce infrastructure solutions, (iii) data and analytics platform solutions, and (iv)\nadvanced technology and platform solutions.

With\nrespect to its legacy business, the Company’s strategic focus is to continue operating and optimizing its telecommunications\nproducts and services business while expanding its higher-margin, technology-driven platform offerings. These offerings include the\ndevelopment and commercialization of its marketplace platforms, data analytics solutions (including applications for insurance and\nfinancial services), and critical infrastructure technology platforms. The Company is also focused on enhancing its underlying\ntechnology capabilities, including platform scalability, data processing, and system integration, to support growth across multiple\nindustry verticals. The timing and extent of growth in these areas will depend on factors such as market adoption, competitive\nconditions, regulatory developments, and the Company’s ability to execute its platform development and commercialization\nstrategies.

Additionally,\nthe Company has added an additional business plan which it announced on August 27, 2026. the strategic plan developed by new management\nwith BlueFlare Energy Solutions Inc. (“BlueFlare”) for behind-the-meter (“BTM”) artificial intelligence (“AI”)\nand high-performance computing (“HPC”) infrastructure in North America.

The\nCompany believes its new business model provides a reasonable foundation for a viable business by leveraging BlueFlare’s existing operating\nplatform (site origination, on-site natural gas power generation, modular construction, load management and field operations), rather\nthan building those capabilities from scratch.

Since\nAugust 1, 2026, the new management team has accomplished the following: (i) completed financing activities of approximately $8.3\nmillion in the aggregate; (ii) acquisition of a minority interest in Lyken; (i) binding letters of intent for 12.9 MW of data center power;\n(iii) announced a 99 MW acquisition plan for data-center buildout; and (iv) secured indications of interest for 52.5 MW of offtake\nfrom potential tenants for its data centers.

Lines\nof Business of the Company’s Legacy Telecommunications Business

The\nCompany operates an integrated portfolio of technology-driven platforms and services across four core areas:

(i)\ntelecommunication products and services,

(ii)\nmarketplace platform and digital commerce infrastructure solutions,

(iii)\ndata and analytics platform solutions, and

(iv)\nadvanced technology and platform solutions.

These\nofferings leverage the Company’s technological capabilities across multiple industry applications, with a focus on scalable and\nextensible platform architectures.

\n \n \n \n

(i)

Telecommunications\n Products and Services

The\nCompany offers telecommunications-related services in the PRC through its subsidiaries and VIE structure. This line of business includes\nmobile payment and recharge services, as well as enterprise messaging services such as SMS and MMS. These services historically represent\na significant portion of the Company’s revenue.

The\nCompany conducts its operations through JiuGe Technology.

Mobile\nPayment and Recharge Services

The\nCompany provides mobile airtime and data recharge services to telecommunications carriers and channel partners, allowing end users to\npurchase prepaid mobile credits through its platform. The Company procures airtime and data packages in bulk from telecommunications\noperators and distributes them through a network of enterprise customers, digital platforms, and other distribution channels.

JiuGe\nTechnology holds licensed access agreements with major Chinese telecom providers, including China Mobile Communications Corporation (“China\nMobile”) and China United Network Communications Group Co., Ltd. (“China Unicom”). Through these arrangements,\nJiuGe Technology offers mobile payment and recharge services, earning revenue from transaction rebates paid by telecom operators.

The\nplatform provides real-time payment and recharge services to third-party businesses, e-commerce channels, and online marketplaces such\nas JD.com, Pinduoduo, and Tmall. JiuGe Technology generates revenue by processing payments for telecom services and receiving rebates\nfrom telecom operators. To attract users, it may offer discounted data or talk-time packages through its platform. Additionally, the\nCompany serves as a loyalty redemption agent for China Mobile, allowing customers to redeem telecom loyalty benefits through its platform.

In\n2019, JiuGe Technology entered into an agreement with China Unicom’s Yunnan division to build and operate an online sales platform\nfor telecom-related products and services, including mobile phones, broadband services, smart devices, and related insurance offerings.\nUnder this arrangement, JiuGe Technology receives a percentage of the sales revenue generated through the platform.

The\nCompany has also secured contracts with China Mobile and China Unicom to acquire new telecom subscribers and continues to expand mobile\nphone sales through its online channels.

Enterprise\nMessaging Services (SMS and MMS)

The\nCompany provides enterprise messaging services through Beijing Technology, which it controls operationally via JiuGe Technology. Beijing\nTechnology is licensed by the MIIT to provide SMS and MMS services in the PRC.

The\nCompany procures messaging capacity in bulk and delivers these services to enterprise customers, including automobile manufacturers,\nhotel chains, airlines, and e-commerce companies. Its integrated messaging platform enables enterprise customers to manage high-volume\nmessaging campaigns, ensuring compliance with relevant regulatory requirements for message content and distribution, and provides delivery\ntracking capabilities.

\n \n \n \n

(ii)

Marketplace Platform\n and Digital Commerce Infrastructure

The\nCompany develops mobile-first, online-to-offline (“O2O”) marketplace platform solutions designed to connect consumers\nwith service providers and vendors of products and services. The platform integrates core marketplace functionalities, including service\ndiscovery, provider matching, booking and scheduling, payment processing, and post-transaction feedback mechanisms.

The\nMarketplace Platform and Digital Commerce Infrastructure line of business is designed to be scalable and extensible across multiple service-based\nand transaction-oriented industry verticals. The Company focuses on ongoing technology development and platform enhancement, including\nimprovements to system performance, user experience, data analytics integration, and transaction processing efficiency. These initiatives\nare intended to enhance user engagement, improve transaction conversion rates, and support long-term scalability.

The\nCompany intends to generate revenue from its Marketplace Platform and Digital Commerce Infrastructure services through transaction-based\nfees, subscription arrangements, advertising services, and other value-added offerings. The timing and extent of revenue generation will\ndepend on factors such as market adoption, platform scalability, competitive conditions, regulatory developments, and the Company’s\nability to execute its commercialization strategy.

DaGe\nPlatform

The\nDaGe Platform is a digital marketplace designed to connect automotive owners with service providers and vendors of automotive-related\nproducts and services. This platform facilitates various services, including vehicle maintenance, repair, tire replacement, and electric\nvehicle (EV) charging, as well as the sale of automotive accessories.

The\nplatform includes functionality for service discovery, booking management, payment processing, and user feedback, and is intended to\nsupport mobility-related applications.

The\nDaGe Platform is part of the Company’s Marketplace Platform and Digital Commerce Infrastructure services initiatives and is at\nearly stages of development. These activities may require ongoing investment and may not generate significant revenue in the near term.\nThe Company may seek to generate revenue from this platform through transaction-based fees, subscriptions, advertising, and related services;\nhowever, the timing and extent of such revenue remain uncertain and will depend on market adoption, platform development, and regulatory\nconditions.

JiuGe\nProcurement Platform

The\nJiuGe Procurement Platform is an enterprise procurement solution operated by JiuGe Technology and is included within the Company’s\nMarketplace Platform and Digital Commerce Infrastructure initiatives.

The\nplatform is designed to support JiuGe Technology’s mobile recharge business by centralizing supplier product catalogues and facilitating\nprocurement workflows for employee benefits, customer rewards, and promotional campaign distribution. The goal is to improve procurement\nefficiency, supplier coordination, and internal resource allocation.

\n \n \n \n

(iii)

Data And Analytics\n Platform Solutions

The\nCompany provides data analytics and data-driven solutions through its Sapientus platform to insurance companies, financial service providers,\nand enterprise customers. This line of business represents a key strategic focus and is intended to support the Company’s transition\ntoward higher-margin and scalable services.

Sapientus\naggregates and processes large volumes of structured and unstructured data from multiple sources to generate analytical insights and\nreporting outputs that support decision-making in sectors such as insurance, financial services, and mobility. The platform is designed\nto support risk assessment, trends identification, customer segmentation, marketing analysis, and related business operations.

The\nCompany continues to invest in expanding its data capabilities and analytical models. The performance and growth of this line of business\nmay be affected by market acceptance, regulatory developments, and the Company’s ability to access and utilize data in compliance\nwith applicable laws and regulations.

\n \n \n \n

(iv)

Advanced Technology\n and Platform Solutions

The\nCompany develops advanced technology and platform solutions designed for enterprise and mission-oriented environments that require real-time\ncommunication, coordination, and operational management capabilities. These solutions are intended to support complex workflows across\na range of industry applications where reliability, performance, and system integration are important.

C2\nPlatform

The\nCompany, through its VIE, JiuGe Technology, has developed a C2 Platform focused on communications and operational coordination for mobility-related\napplications, including emergency response, logistics, and specialized field operations.

The\nC2 Platform represents the Company’s initial deployment of its technology in mission-critical and public infrastructure environments\nthat support public safety and operational coordination. The platform reflects the Company’s ability to design and implement system-level\nsoftware solutions intended to operate in environments requiring reliability, performance, and continuity of service.

The\nCompany intends to leverage its experience and technical capabilities developed through the C2 Platform to evaluate and pursue opportunities\nin other areas of critical infrastructure. These potential applications may include public safety systems, transportation networks, emergency\nresponse coordination, and other large-scale operational environments, subject to customer demand, technical feasibility, and regulatory\nconsiderations.

The\nC2 Platform integrates mobile communications, data processing, and system coordination functions to facilitate information sharing between\nfield personnel and centralized command centres. This platform is designed to support real-time data transmission, remote monitoring,\nand coordination of field operations.

The\nCompany’s C2 Platform initiatives focus on developing and deploying communication and platform solutions for commercial and specialty\nvehicles. These solutions aim to enhance situational awareness, fleet coordination, and remote operations across various use cases, including\nemergency response, logistics, and infrastructure services. The C2 Platform is currently in the commercialization stage and is being\nintroduced to enterprise and public-sector customers through pilot deployments, procurement processes, and direct engagement activities.\nThe timing and extent of future revenue generation will depend on a number of factors, including customer adoption, procurement cycles,\ncompetitive conditions, and the successful scaling of deployments across additional jurisdictions and applications.

Recent\nDevelopments

During\nthe quarter ended August 31, 2026, the resale registration statement relating to shares issuable upon conversion of the Company’s\nMay 2026 senior secured convertible note was declared effective, following which the remaining $1.0 million of the aggregate subscription\namount was released to the Company. During the quarter, the Note Investor converted an aggregate of approximately $2.1million of principal\ninto approximately 12.2 million shares of the Company’s common stock.

On\nAugust 4, 2026, Martin J. Shen resigned as Chief Executive Officer and a director of the Company. Effective the same date, Jolie Kahn\nwas appointed Chief Executive Officer and a director of the Company. On August 17, 2026, Chris Polimeni was appointed Chief Financial\nOfficer of the Company, succeeding Yew Hon Lee, whose resignation as Chief Financial Officer was accepted by the Board.

Results\nof Operations

Three\nMonths Ended August 31, 2026 Compared to Three Months Ended August 31, 2025

The\nfollowing table sets forth our results of operations for the periods indicated:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	For the three months ended
	August 31, 2026			August 31, 2025
Revenue	$	281,076			$	8,647,511
Cost of revenue	$	(144,561	)		$	(8,608,771	)
Total operating expenses	$	(5,665,947	)		$	(1,528,160	)
Total other income (expenses)	$	549,664			$	(60,104	)
Net loss attributable to the Company’s stockholders	$	(4,932,239	)		$	(1,541,010	)
Foreign currency translation adjustment	$	50,803			$	129,045
Comprehensive loss attributable to the Company	$	(4,881,435	)		$	(1,411,965	)
Basic Loss Per Share attributable to the Company	$	(0.08	)		$	(0.03	)
Diluted Loss Per Share attributable to the Company	$	(0.08	)		$	(0.03	)

Revenue

The\nfollowing table sets forth the Company’s revenue from its lines of business for the periods indicated:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	For the three months ended
	August 31, 2026		August 31, 2025			Change (%)
Telecommunication Products & Services	$	253,639		$	8,639,881		-97	%
Marketplace Platform & Digital Commerce Infrastructure Solutions	$	26,628		$	6,898		286	%
Advanced Technology & Platform Solutions	$	809		$	585		38	%
Data & Analytics Platform Solutions	$	—		$	147		-100	%
Total Revenue	$	281,076		$	8,647,511		-97	%

We\nrecorded $281,076 in revenue for the three months ended August 31, 2026, a decrease of $8,366,435 or 97%, compared to the three months\nended August 31, 2025. The decrease was primarily attributed to decreases in revenue of $8,386,242 and $147 from our Telecommunication\nProduct & Services line of business and Data & Analytics Platform Solutions line of business, respectively. These decreases were\npartially offset by increases in revenue of $19,730 and $224 from our Marketplace Platform & Digital Commerce Infrastructure Solutions\nand Advanced Technology & Platform Solutions, respectively.

We\nprincipally earn revenue by providing mobile payment and recharge services to customers of telecommunications companies in China. This\noperating model requires working capital to support transaction volumes with telecommunications operators and platform partners. During\nthe three-month period ending August 31, 2026, revenue in this line of business decreased significantly compared to the prior year period,\nprimarily due to lower transaction volume. The lower transaction volume was attributable to the Company’s available working capital\nposition during the period. Management continues to monitor transaction volumes, collection cycles and working capital allocation, and\nintends to deploy available capital selectively based on liquidity, commercial demand and expected returns, and to balance this with capital needs of the new data center business initiative.

Revenue\nfrom our Marketplace Platform & Digital Commerce Infrastructure Solutions lone of business increased to $26,628 for the three months\nended August 31, 2026, compared to $6,898 for the three months ended August 31, 2025. The DaGe platform and related marketplace initiatives\nremain at an early stage of commercialization, and revenue will depend on user adoption, business development activities, platform scaling,\nand available working capital.

Revenue\nfrom our Advanced Technology and Platform Solutions line of business have been minimal.

Revenue\nfrom our Data and Analytics Platform Solutions line of business have been minimal.

Cost\nof Revenue

The\nfollowing table sets forth the Company’s cost of revenue for the periods indicated:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	For the three months ended
	August 31, 2026		August 31, 2025
Telecommunication Products & Services	$	115,877		$	8,594,670
Marketplace Platform & Digital Commerce Infrastructure Solutions	$	23,984		$	13,624
Advanced Technology & Platform Solutions	$	4,700		$	477
Total Cost of Revenue	$	144,561		$	8,608,771

We\nrecorded $144,561 in costs of revenue for the three months ended August 31, 2026, a decrease of $8,464,210 or 98%, compared to the three\nmonths ended August 31, 2025. The decrease was primarily attributable to the significant reduction in transaction volume in the Telecommunication\nProducts & Services line of business during the period. As revenue from this line of business decreased, the related product and\nservice costs, including costs associated with mobile recharge, subscription plans and mobile phone sales, decreased correspondingly.

Cost\nof revenue from the Marketplace Platform & Digital Commerce Infrastructure Solutions line of business increased compared to the prior\nyear period. Cost of revenue from the Advanced Technology & Platform Solutions line of business increased to $4,700 for the three\nmonths ended August 31, 2026 from $477 for the three months ended August 31, 2025.

Gross\nprofit

Our\ngross profit for the three months ended August 31, 2026 was $136,515, compared to $38,740 for the three months ended August 31, 2025,\nrepresenting an increase of $97,775 or 252%. Gross margin improved to approximately 49% for the three months ended August 31, 2026 from\napproximately 0.45% for the three months ended August 31, 2025.

The\nincrease in gross profit and gross margin was primarily attributable to a change in revenue mix during the period. Although revenue from\nthe Telecommunication Products & Services line of business decreased significantly compared to the prior year period, the line of\nbusiness generates gross profit of $137,762, representing a gross margin of approximately 54% during the current period. In addition,\nthe Marketplace Platform & Digital Commerce Infrastructure Solutions line of business generated gross profit of $2,644, representing\na gross margin of approximately 10%, while the Advanced Technology & Platform Solutions line of business generated gross loss of\n$3,891.

Management\ncontinues to evaluate revenue opportunities based on both transaction volume and margin contribution, with the objective of supporting\nsustainable gross profit while managing working capital requirements.

Amortization\n& Depreciation

We\nrecorded amortization & depreciation of $200,514 for intangible assets and fixed assets for the three months ended August 31, 2026,\nan increase of $192,748 or 2482%, compared to the three months ended August 31, 2025. The increase resulted from the purchase of software\nIP.

General\n& Administrative Expenses

The\nfollowing table sets forth the Company’s general and administrative expenses for the periods indicated:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	For the three months ended
	August 31, 2026		August 31, 2025
Accounting	$	66,107		$	97,764
Consulting	$	540,221		$	340,715
Entertainment	$	44,468		$	34,179
IT	$	16,954		$	25,431
Rent	$	22,603		$	40,697
Salaries & Wages	$	492,591		$	568,709
Technical fee	$	26,653		$	32,026
Travelling	$	12,938		$	38,017
Others	$	131,075		$	209,928
Total G&A Expenses	$	1,353,610		$	1,387,466

We\nrecorded $1,353,610 in general and administrative expenses for the three months ended August 31, 2026, a decrease of $33,856 or 2%, compared\nto the three months ended August 31, 2025. The decrease was primarily due to lower salaries & wages, traveling, accounting, rent\nand other miscellaneous expenses compared to the prior year. These decreases were partially offset by higher consulting and entertainment\nduring the period.

General\nand administrative expenses consist primarily of personnel-related costs, professional and accounting services, and general office and\noperational expenses necessary to support regulatory compliance. These expenses include ongoing costs associated with corporate governance,\naudit and regulatory filings, consulting and advisory services, as well as operational support across our businesses.

Marketing\nCost

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

\n \n \n \n \n \n \n \n \n \n \n \n

	For the three months ended
	August 31, 2026		August 31, 2025
Marketing Cost	$	351		$	18,836

We\nrecorded $351 in marketing costs for the three months ended August 31, 2026, a decrease of $18,485 or 98%, compared to the three months\nended August 31, 2025. The decrease was primarily due to lower promotional and business development costs recognized during the period.

Research\n& Development

The\nfollowing table sets forth the Company’s research & development for the periods indicated:

\n \n \n \n \n \n \n \n \n \n \n \n

	For the three months ended
	August 31, 2026		August 31, 2025
Research & Development	$	55,028		$	77,540

We\nrecorded $55,028 in research & development for the three months ended August 31, 2026, a decrease of $22,512 or 29% compared to the\nthree months ended August 31, 2025. The decrease was primarily due to lower personnel-related costs and reduced development activity\nduring the period. Research and development activities were focused on ongoing platform maintenance and selected project-based development\nwork, with expenditures managed in line with available working capital and project requirements.

Credit\nImpairment Loss

The\nfollowing table sets forth the Company’s credit impairment loss for the periods indicated:

\n \n \n \n \n \n \n \n \n \n \n \n

	For the three months ended
	August 31, 2026		August 31, 2025
Credit impairment loss	$	3,980,797		$	(71,198	)

We\nrecorded $3,980,797 in credit impairment loss for three months ended August 31, 2026, compared to$71,198 for the three months ended August\n31, 2025. The increase was primarily attributable to a higher allowance for expected credit losses on trade receivables, based on management’s\nassessment of the aging of outstanding balances, collection experience, current business conditions and expected timing of recoveries.

Share\nCompensation Expenses

The\nfollowing table sets forth the Company’s share compensation expenses for the periods indicated:

\n \n \n \n \n \n \n \n \n \n \n \n

	For the three months ended
	August 31, 2026		August 31, 2025
Share compensation expenses	$	75,647		$	107,750

We\nincurred fees of $75,647 in share issuance for consultants in consideration of services and stock option compensation expense for the\nthree months ended August 31, 2026 as compared to $107,750 for the three months ended August 31, 2025. The decrease of $32,103 or 30%\nwas due to the reduced engagement of consultants to the Company that were compensated with shares of our common stock, which highlights\nour effort to minimize equity issuances as part of our broader financial strategy to optimize equity issuances. However, we will continue\nto employ equity compensation for consultants selectively, aligning with our strategic and financial objectives.

Operating\nExpenses

We\nrecorded $5,665,947 in operating expenses for the three months ended August 31, 2026, as compared to $1,528,160 in operating expenses\nfor the three months ended August 31, 2025. The increase of $4,137,787 or 271%, for the three months ended August 31, 2026 is as set\nforth above.

Net\nLoss attributable to the Company’s shareholders

The\nnet loss attributable to the Company’s shareholders was $4,932,239 for the three months ended August 31, 2026 and $1,541,010 for\nthe three months ended August 31, 2025. The increase in net loss attributable to the Company’s shareholders of $3,391,229 or 220%\nresulted primarily from the credit impairment loss and other items as discussed above.

Six\nMonths Ended August 31, 2026 Compared to Six Months Ended August 31, 2025

The\nfollowing table sets forth our results of operations for the periods indicated:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	For the six months ended
	August 31, 2026			August 31, 2025
Revenue	$	931,165			$	17,106,254
Cost of revenue	$	(586,172	)		$	(16,914,993	)
Total operating expenses	$	(7,808,506	)		$	(3,669,611	)
Total other income (expenses)	$	473,961			$	(93,935	)
Net loss attributable to the Company’s stockholders	$	(6,932,566	)		$	(3,549,566	)
Foreign currency translation adjustment	$	240,477			$	281,354
Comprehensive loss attributable to the Company	$	(6,691,472	)		$	(3,268,754	)
Basic Loss Per Share attributable to the Company	$	(0.11	)		$	(0.06	)
Diluted Loss Per Share attributable to the Company	$	(0.11	)		$	(0.06	)

Revenue

The\nfollowing table sets forth the Company’s revenue from its lines of business for the periods indicated:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	For the six months ended
	August 31, 2026		August 31, 2025			Change (%)
Telecommunication Products & Services	$	756,311		$	16,951,135		-96	%
Marketplace Platform & Digital Commerce Infrastructure Solutions	$	38,567		$	17,836		116	%
Advanced Technology & Platform Solutions	$	136,287		$	109,826		24	%
Data & Analytics Platform Solutions	$	—		$	27,457		-100	%
Total Revenue	$	931,165		$	17,106,254		-95	%

We\nrecorded $931,165 in revenue for the six months ended August 31, 2026, a decrease of $16,175,089 or 95%, compared to the six months ended\nAugust 31, 2025. The decrease was primarily attributed to decreases in revenue of $16,194,824 and $27,457 from our Telecommunication\nProduct & Services line of business and Data & Analytics Platform Solutions line of business, respectively. These decreases were\npartially offset by increases in revenue of $20,731 and $26,461 from our Marketplace Platform & Digital Commerce Infrastructure Solutions\nand Advanced Technology & Platform Solutions, respectively.

We\nprincipally earn revenue by providing mobile payment and recharge services to customers of telecommunications companies in China. This\noperating model requires working capital to support transaction volumes with telecommunications operators and platform partners. During\nthe six-month period ending August 31, 2026, revenue in this line of business decreased significantly compared to the prior year period,\nprimarily due to lower transaction volume. The lower transaction volume was attributable to the Company’s available working capital\nposition during the period. Management continues to monitor transaction volumes, collection cycles and working capital allocation, and\nintends to deploy available capital selectively based on liquidity, commercial demand and expected returns.

Revenue\nfrom our Marketplace Platform & Digital Commerce Infrastructure Solutions line of business increased to $38,567 for the six months\nended August 31, 2026 compared to $17,836 for the six months ended August 31, 2025. The DaGe platform and related marketplace initiatives\nremain at an early stage of commercialization, and revenue will depend on user adoption, business development activities, platform scaling,\nand available working capital.

Revenue\nfrom our Advanced Technology and Platform Solutions line of business increased to $136,287 for the six months ended August 31, 2026,\ncompared to $109,826 for the six months ended August 31, 2025. Revenue in this line of business was primarily project-based and related\nto delivery and deployment activities under the Company’s command and communication platform initiatives, including the delivery\nof two vehicles to a local emergency bureau in Zhejiang Province during the period as compared to 1 vehicle delivery and 2 accessories\nfor the six months ended August 31, 2025. Revenue from this line of business may vary from period to period depending on customer procurement\nschedules, delivery timing and project implementation progress.

No\nrevenue was generated from our Data and Analytics Platform Solutions line of business during the six months ended August 31, 2026, compared\nto $27,457 for the prior year period. Activity in this line of business remains limited and is currently conducted on a project basis.

Cost\nof Revenue

The\nfollowing table sets forth the Company’s cost of revenue for the periods indicated:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	For the six months ended
	August 31, 2026		August 31, 2025
Telecommunication Products & Services	$	473,840		$	16,789,322
Marketplace Platform & Digital Commerce Infrastructure Solutions	$	34,252		$	36,114
Advanced Technology & Platform Solutions	$	78,080		$	89,557
Total Cost of Revenue	$	586,172		$	16,914,993

We\nrecorded $586,172 in costs of revenue for the six months ended August 31, 2026, a decrease of $16,328,821 or 97%, compared to the six\nmonths ended August 31, 2025. The decrease was primarily attributable to the significant reduction in transaction volume in the Telecommunication\nProducts & Services line of business during the period. As revenue from this line of business decreased, the related product and\nservice costs, including costs associated with mobile recharge, subscription plans and mobile phone sales, decreased correspondingly.

Cost\nof revenue from the Marketplace Platform & Digital Commerce Infrastructure Solutions line of business also decreased compared to\nthe prior year period, reflecting the limited scale of activity during the quarter. Cost of revenue from the Advanced Technology &\nPlatform Solutions line of business decreased to $78,080 for the six months ended August 31, 2026 from $89,557 for the six months ended\nAugust 31, 2025, while revenue from this line of business increased, reflecting project-specific margins during the period.

Gross\nprofit

Our\ngross profit for the six months ended August 31, 2026 was $334,993, compared to $191,261 for the six months ended August 31, 2025, representing\nan increase of $153,732 or 80%. Gross margin improved to approximately 37% for the six months ended August 31, 2026 from approximately\n1% for the six months ended August 31, 2025.

The\nincrease in gross profit and gross margin was primarily attributable to a change in revenue mix during the period. Although revenue from\nthe Telecommunication Products & Services line of business decreased significantly compared to the prior year period, the line of\nbusiness generates gross profit of $282,471, representing a gross margin of approximately 37% during the current period. In addition,\nthe Advanced Technology & Platform Solutions line of business generated gross profit of $4,315, representing a gross margin of approximately\n11%, while the Marketplace Platform & Digital commerce Infrastructure Solutions line of business generated gross profit of $58,207,\nrepresenting a gross margin of approximately 43%.

Amortization\n& Depreciation

We\nrecorded depreciation of $398,106 for fixed assets for the six months ended August 31, 2026, an increase of $379,787 or 2073%, compared\nto the six months ended August 31, 2025. The increase resulted from the purchase of software IP.

General\n& Administrative Expenses

The\nfollowing table sets forth the Company’s general and administrative expenses for the periods indicated:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	For the six months ended
	August 31, 2026		August 31, 2025
Accounting	$	102,947		$	147,643
Consulting	$	924,894		$	796,324
Entertainment	$	77,118		$	79,267
IT	$	35,103		$	36,209
Rent	$	57,066		$	72,318
Salaries & Wages	$	925,755		$	1,180,754
Technical fee	$	188,932		$	63,743
Travelling	$	33,173		$	117,204
Others	$	245,168		$	404,431
Total G&A Expenses	$	2,590,156		$	2,897,892

We\nrecorded $2,590,156 in general and administrative expenses for the six months ended August 31, 2026, a decrease of $307,736 or 11%, compared\nto the six months ended August 31, 2025. The decrease was primarily due to lower salaries & wages, traveling, accounting, rent and\nother miscellaneous expenses compared to the prior year. These decreases were partially offset by higher consulting and technical fee\nduring the period.

Marketing\nCost

The\nfollowing table sets forth the Company’s marketing cost for the periods indicated:

\n \n \n \n \n \n \n \n \n \n \n \n

	For the six months ended
	August 31, 2026		August 31, 2025
Marketing Cost	$	48,380		$	30,942

We\nrecorded $48,380 in marketing costs for the six months ended August 31, 2026, an increase of $17,438 or 56%, compared to the six months\nended August 31, 2025. The increase was primarily due to higher promotional and business development costs recognized during the period.

Research\n& Development

The\nfollowing table sets forth the Company’s research & development for the periods indicated:

\n \n \n \n \n \n \n \n \n \n \n \n

	For the six months ended
	August 31, 2026		August 31, 2025
Research & Development	$	111,308		$	250,192

We\nrecorded $111,308 in research & development for the six months ended August 31, 2026, a decrease of $138,884 or 56% compared to the\nsix months ended August 31, 2025. The decrease was primarily due to lower personnel-related costs and reduced development activity during\nthe period. Research and development activities were focused on ongoing platform maintenance and selected project-based development work,\nwith expenditures managed in line with available working capital and project requirements.

Credit\nImpairment Loss

The\nfollowing table sets forth the Company’s credit impairment loss for the periods indicated:

\n \n \n \n \n \n \n \n \n \n \n \n

	For the six months ended
	August 31, 2026		August 31, 2025
Credit impairment loss	$	4,503,743		$	236,769

We\nrecorded $4,503,743 in credit impairment loss for six months ended August 31, 2026, compared to $236,769 for the six months ended August\n31, 2025. The increase was primarily attributable to a higher allowance for expected credit losses on trade receivables, based on management’s\nassessment of the aging of outstanding balances, collection experience, current business conditions and expected timing of collections.

Share\nCompensation Expenses

The\nfollowing table sets forth the Company’s share compensation expenses for the periods indicated:

\n \n \n \n \n \n \n \n \n \n \n \n

	For the six months ended
	August 31, 2026		August 31, 2025
Share compensation expenses	$	156,813		$	235,497

We\nincurred fees of $156,813 in share issuance for consultants in consideration of services and stock option compensation expense for the\nsix months ended August 31, 2026 as compared to $235,497 for the six months ended August 31, 2025. The decrease of $78,684 or 33% was\ndue to the reduced engagement of consultants to the Company that were compensated with shares of our common stock, which highlights our\neffort to minimize equity issuances as part of our broader financial strategy to optimize equity issuances. However, we will continue\nto employ equity compensation for consultants selectively, aligning with our strategic and financial objectives.

Operating\nExpenses

We\nrecorded $7,808,506 in operating expenses for the six months ended August 31, 2026, as compared to $3,669,611 in operating expenses for\nthe six months ended August 31, 2025. The increase of $4,138,895 or 113%, for the six months ended August 31, 2026 is as set forth above.

Net\nLoss attributable to the Company’s shareholders

The\nnet loss attributable to the Company’s shareholders was $6,932,566 for the six months ended August 31, 2026 and $3,549,566 for\nthe six months ended August 31, 2025. The increase in net loss attributable to the Company’s shareholders of $3,383,000 or 95%\nresulted primarily from the credit impairment loss as discussed above.

Liquidity\nand Capital Resources

The\nfollowing table sets out our cash and working capital as of August 31, 2026 and February 28, 2026:

\n \n \n \n \n \n \n \n \n \n \n \n \n

As at

August 31, 2026

As at

February 28, 2026

Cash reserves

2,135,825

68,596

Working capital

1,827,367

6,093,153

At\nAugust 31, 2026, we had cash and cash equivalents of $2,135,825, as compared to cash and cash equivalents of $68,596 at February 28,\n2026.

The\nincrease in cash was primarily attributable to proceeds received from the issuance of the senior secured convertible notes in May and\nAugust 2026. The May 2026 financing provided aggregate subscription proceeds of $4.3 million, of which $3.3 million was received at the\ninitial closing and the remaining $1.0 million was subsequently released to the Company. The August 2026 financing provided aggregate\nsubscription proceeds of $4.3 million, of which $1.3 million was available to the Company as of August 31, 2026, with the remaining $3.0\nmillion subject to restrictions. These financing proceeds were partially offset by cash used in operating activities during the period.

Working\ncapital decreased to $1,827,367 at August 31, 2026 from $6,093,153 at February 28, 2026. The decrease was primarily attributable to\nthe Company’s operating activities during the period and the recognition of the current obligations associated with the\nconvertible note financings.

Our\nbusiness model, particularly in mobile payment, requires periodic fund deposits with telecommunication operators and platform partners\nto support transaction volumes. During the six months ended August 31, 2026, the Company’s available working capital affected the\nlevel of transaction activity that it was able to support. Management continues to monitor cash flows, collection cycles, payment terms\nand working capital allocation.

The\nCompany’s ability to support its operations and execute its business strategy will depend on a combination of operational cash\nflows, effective working capital management, and access to additional financing. There can be no assurance that additional financing\nwill be available on acceptable terms, or at all.

Statement\nof Cashflows

The\nfollowing table provides a summary of cash flows for the periods presented:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	For the six months ended
	August 31, 2026			August 31, 2025
Net cash used in operating activities	$	(3,490,279	)		$	(3,086,249	)
Net cash used in investing activities	$	(39,505	)		$	(1,826	)
Net cash provided by financing activities	$	5,600,000			$	2,205,493
Effect of exchange rates on cash & cash equivalents	$	(2,987	)		$	(23,717	)
Net decrease in cash and cash equivalents	$	2,067,229			$	(906,299	)

Cash\nFlow used in Operating Activities

Net\ncash used in operating activities was $3,490,279 for the six months ended August 31, 2026 compared to $3,086,249 the six months ended\nAugust 31, 2025. The increase in net cash used in operating activities was primarily attributable to changes in operating assets and\nliabilities, including accounts receivable, prepayments and deposits, accounts payable and other accrued liabilities.

Cash\nFlow used in Investing Activities

During\nthe six months ended August 31, 2026, net cash used in investing activities was $39,505, compared to $1,826 for the six months ended\nAugust 31, 2025. This is due to the renovation works for the newly leased company premise.

Cash\nFlow provided by Financing Activities

During\nthe six months ended August 31, 2026, net cash provided by financing activities was $5,600,000 compared to $2,205,493 for the six months\nended August 31, 2025. The increase was primarily attributable to proceeds received from the Company’s May 2026 and August 2026\nsenior secured convertible note financings. In May 2026, the Company issued a senior secured convertible note with an original principal\namount of $5,000,000 and an original issue discount of $700,000. The financing provided aggregate subscription proceeds of $4,300,000,\nof which $3,300,000 was received at the initial closing and the remaining $1,000,000 was subsequently released to the Company.

In\nAugust 2026, the Company issued an additional senior secured convertible note with an original principal amount of $5,000,000 and an\noriginal issue discount of $700,000. The financing provided aggregate subscription proceeds of $4,300,000, of which $1,300,000 was available\nto the Company as of August 31, 2026, with the remaining $3,000,000 subject to restrictions. See Note 16 to the unaudited condensed consolidated\nfinancial statements for further information regarding these financings.

Legacy\nBusiness Capital Allocation Strategy

Our\ncapital allocation strategy focuses on:

\n \n \n \n\n\n \n \n\n \n \n\n\n \n \n\n \n \n\n\n \n \n\n \n \n

1.	Supporting Core Business\n Operations – Maintaining adequate working capital to support the telecommunications products and services business at sustainable\n transaction volumes while optimizing capital efficiency.

2.	Selective Platform Investments\n – Allocating capital to platform-based initiatives (C2 Platform, DaGe Platform, JiuGe Procurement Platform, Sapientus solutions)\n based on commercial traction, market opportunity, and potential return on investment.

3.	Strategic Acquisitions\n – Pursuing selective acquisition opportunities that provide complementary technology capabilities, expand market access, enhance\n operational scale, or accelerate platform development.

4.	Regional Expansion\n – Investing in market entry and business development activities in Southeast Asian markets, such as Indonesia and Thailand,\n for the C2 Platform and Sapientus solutions.

Off-Balance\nSheet Arrangements

There\nare no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition,\nchanges in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that\nis material to investors.

Subsequent\nEvents

Subsequent\nto August 31, 2026, holders of the Company’s pre-funded warrants exercised warrants to purchase 6,708,611 shares of common stock.\nFollowing the exercise, no pre-funded warrants to purchase remained outstanding.

On\nSeptember 28, 2026, the Company filed a registration statement on Form S-3 with the SEC to register up to $50,000,000 of securities for\npotential future offerings. The registration statement had not been declared effective by the SEC as of the date of filing.

Other\nthan the above, we have determined that we do not have any material subsequent events to report.

Critical\nAccounting Policies

For\na complete summary of all our significant accounting policies refer to Note 2 - Summary of Principal Accounting Policies of the\nNotes to the Consolidated Financial Statements as presented under Item 8, Financial Statements and Supplementary Data in our Annual Report\non Form 10-K for our fiscal year ended February 28, 2026, filed with the SEC on May 29, 2026.

For\nour Critical Accounting Policies, please refer to the “Critical Accounting Policies” section under Item 7, Management’s\nDiscussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for our fiscal year ended\nFebruary 28, 2026 filed with the SEC on May 29, 2026.

Recently\nIssued Accounting Pronouncements

The\nCompany does not believe recently issued but not yet effective accounting standards, if currently adopted, would have a material effect\non the consolidated financial position, statements of operations and cash flows

ITEM\n3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As\na smaller reporting company as defined in Rule 12b-2 under the Exchange Act, the Company is not required to provide the information required\nby this item.

ITEM\n4 – CONTROLS AND PROCEDURES

Evaluation\nof Disclosure Controls and Procedures

Our\nmanagement, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure\ncontrols and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period\ncovered by this Quarterly Report. Our disclosure controls and procedures are designed to ensure that information required to be disclosed\nby us in reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods\nspecified in the SEC’s rules and forms, and (2) accumulated and communicated to our management, including our Chief Executive Officer\nand Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Our management recognizes that any\ncontrols and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives\nand management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based\non such evaluation of our disclosure controls and procedures as of August 31 2026, our Chief Executive Officer and Chief Financial Officer\nconcluded that due to the existence of material weaknesses in our internal controls over financial reporting, as discussed in more detail\nbelow, our disclosure controls and procedures were not effective as of August 31, 2026. Management has continued to monitor the implementation\nof the remediation plan described below.

Management’s\nquarterly report on internal control over financial reporting

Management\nof FingerMotion, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting, as such term\nis defined in Exchange Act Rules 13a-15(f) and 15d-15(f). The Company’s internal control over financial reporting (“ICFR”)\nis designed under the supervision of our Chief Executive Officer, acting in the capacity of principal executive officer, and our Chief\nFinancial Officer, acting in the capacity of principal financial officer, and effected by our board of directors, management and other\npersonnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements\nfor external purposes in accordance with U.S. generally accepted accounting principles, or GAAP. The Company’s ICFR includes those\npolicies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the\ntransactions and dispositions of the Company’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary\nto permit preparation of financial statements in accordance with GAAP, and that the Company’s receipts and expenditures are being\nmade only in accordance with authorizations of the Company’s management and directors; and (iii) provide reasonable assurance regarding\nprevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material\neffect on the financial statements.

Because\nof its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those\nsystems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation,\nprojections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because\nof changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

We\nare a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K under the Securities Act. For as long as\nwe continue to be a smaller reporting company, we may take advantage of exemptions from various reporting requirements that are applicable\nto other public companies that are not smaller reporting companies.

Our\nmanagement, including our principal executive officer and principal financial officer, assessed the effectiveness of the Company’s\ninternal control over financial reporting as of August 31, 2026 in accordance with the framework in Internal Control – Integrated\nFramework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based\non this assessment, Management concluded that certain aspects of the Company’s internal control over financial reporting as of\nAugust 31, 2026, were not effective.

A\nmaterial weakness, as defined in standards established pursuant to the Sarbanes-Oxley Act, is a deficiency or combination of deficiencies\nin internal controls over financial reporting such that there is a reasonable possibility that a material misstatement or our annual\nor interim consolidated financial statements will not be prevented or detected on a timely basis.

The\nineffectiveness of our internal control over financial reporting was due to the following material weakness, which also existed as of\nFebruary 29, 2026:

\n \n \n \n \n

●

We have limited segregation\n of duties and oversight of work performed as well as lack of compensating controls in the Company’s finance and accounting\n functions due to limited personnel. As a result, segregation of all conflicting duties may not always be possible and may not be\n economically feasible. Furthermore, we cannot provide reasonable assurance that receipts and expenditures are being made only in\n accordance with management and director authorization. However, to the extent possible, the initiation of transactions, the custody\n of assets and the recording of transactions should be performed by separate individuals.

Management’s\nPlan to Remediate the Material Weaknesses:

Management\nhas taken significant steps towards remediation of these material weaknesses since 2023, including implementing measures designed to\naddress the control deficiencies. While progress has been made in designing and implementing these controls, testing and validating their\neffectiveness has yet to commence. The remediation actions include:

\n \n \n \n \n

●

Management has documented\n a complete set of controls incorporating segregation of duties, separate individuals performing and reviewing controls, and proper\n authorization and segregation of duties around payments and expenditures since 2023. While significant progress has been made in\n implementing most of these controls, the process is not yet complete. Management continues to work towards completing the implementation\n and anticipates further progress during the year.

\n \n \n \n \n

●

Management has implemented\n corporate governance policies and charters that will further align the Company’s governance procedures with the requirements\n noted in the Sarbanes-Oxley Act, including a Codes of Business Conduct and Ethics, which reflects the overall corporate principles,\n policies and values that provides overall guidance for our control procedures.

Notwithstanding\nthe assessment that our ICFR was not effective as of August 31, 2026 and that there is a material weaknesses as identified herein, we\nbelieve that our consolidated financial statements contained in this Quarterly Report fairly present our financial position, results\nof operations and cash flows for the period covered thereby in all material respects. We are committed to continuing to improve our internal\ncontrol processes and we are undertaking measures to remediate the material weaknesses we have identified and generally strengthen our\ninternal control over financial reporting. We will also continue to further review, optimize, and enhance our financial reporting controls\nand procedures. These material weaknesses will not be considered remediated until the applicable remediated controls operate for a sufficient\nperiod of time and management has concluded, through testing, that these controls are operating effectively.

Changes\nin internal control over financial reporting

Except\nfor the remediation procedures being implemented by the Company as described above, there have been no other changes in our internal\ncontrol over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our fiscal\nquarter ended August 31, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over\nfinancial reporting.

PART\nII – OTHER INFORMATION

ITEM\n1 – LEGAL PROCEEDINGS

The\nCompany is not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers,\ndirectors, affiliates or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest\nadverse to us.

ITEM\n1A – RISK FACTORS

In\naddition to the information contained in our Annual Report on Form 10-K for the fiscal year ended February 28, 2026, and this Quarterly\nReport on Form 10-Q, we have identified the following material risks and uncertainties which reflect our outlook and conditions known\nto us as of the date of this Quarterly Report. These material risks and uncertainties should be carefully reviewed by our stockholders\nand any potential investors in evaluating the Company, our business and the market value of our common stock. Furthermore, any one of\nthese material risks and uncertainties has the potential to cause actual results, performance, achievements or events to be materially\ndifferent from any future results, performance, achievements or events implied, suggested or expressed by any forward-looking statements\nmade by us or by persons acting on our behalf. Refer to “Cautionary Note Regarding Forward-looking Statements” as disclosed\nin our Annual Report on Form 10-K for the fiscal year ended February 28, 2026.

There\nis no assurance that we will be successful in preventing the material adverse effects that any one or more of the following material\nrisks and uncertainties may cause on our business, prospects, financial condition and operating results, which may result in a significant\ndecrease in the market price of our common stock. Furthermore, there is no assurance that these material risks and uncertainties represent\na complete list of the material risks and uncertainties facing us. There may be additional risks and uncertainties of a material nature\nthat, as of the date of this Quarterly Report, we are unaware of or that we consider immaterial that may become material in the future,\nany one or more of which may result in a material adverse effect on us. You could lose all or a significant portion of your investment\ndue to any one of these material risks and uncertainties.

Risks\nRelated to Our Alberta Data Center and Powered-Land Business

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

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

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

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

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

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

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

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

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

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

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

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

Modular\nconstruction reduces some civil-works risk and creates others.

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

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

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

Each\n9.9 MW site has a smaller addressable customer set than a hyperscale campus.

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

Alberta\nclimate and operating conditions differ from the heat- and water-constrained markets often described in data-center risk factors;\nthey create a different set of physical risks.

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

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

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

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

Rural\nor semi-rural Alberta parcels that are attractive for gas may be less attractive for carrier diversity and low-latency paths to U.S.\nor Toronto/Vancouver interconnects. Identified fiber routes can fail to materialize on schedule or at the capacity customers require.\nA 9.9 MW islanded plant still needs reliable transport; without it, the hall is stranded generation.

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

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

Regulatory,\ntax, and cross-border structure risk.

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

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

A\n9.9 MW islanded site has less internal redundancy than a multi-hall hyperscale campus with multiple substations. Generator failure, fire\nin a modular hall, gas leak, or control-system fault can interrupt all critical IT load at that site. Insurance for generation-plus-compute\nin rural Alberta may be costly or limited. Environmental liability for spills, emissions, or noise sits with the project company and,\ndepending on structuring, could reach the parent.

Competition\nand technology change.

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

Bitcoin\nor other flexible load, if used to firm a site before AI offtake, introduces commodity and policy risk.

Some\nearly concepts contemplated co-located Bitcoin mining as a load-following sink. Bitcoin hash price, equipment cost, and any future Alberta\nor federal treatment of digital-asset loads could make that buffer uneconomic, leaving generation without a customer.

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

Disclosed\ntargets—permitting of ten 9.9 MW sites by the end of the first quarter of 2027, first energization as early as late fourth quarter\n2026, data-hall turnover on the order of 18 months from permit award—depend on counterparties, regulators, equipment vendors, weather,\nand financing that we do not control. Failure to meet those targets would not necessarily indicate a defect in the 9.9 MW BTM concept,\nbut it would delay revenue and could impair investor confidence and project finance.

ITEM\n2 – UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUIRY SECURITIES

ITEM\n3 – DEFAULTS UPON SENIOR SECURITIES

None.

ITEM\n4 – MINE SAFETY DISCLOSURES

Not\napplicable.

ITEM\n5 – OTHER INFORMATION

During\nour fiscal quarter ended August 31, 2026, none of our directors or executive officers adopted, modified or terminated any contract, instruction\nor written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defence conditions of Rule 10b5-1(c)\nor any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K.

ITEM\n6 – EXHIBITS

The\nfollowing exhibits are included with this Quarterly Report:

Exhibit		Description of Exhibit

10.1 ⁽¹⁾		Securities Purchase Agreement, dated August 16, 2026, by and between FingerMotion, Inc. and the Note Investor
10.2 ⁽¹⁾		Senior Secured Convertible Note, dated August 16, 2026, issued by FingerMotion, Inc. to the Note Investor
10.3 ⁽¹⁾		Form of Warrant
10.4 ⁽¹⁾		Registration Rights Agreement, dated August 16, 2026, by and between FingerMotion, Inc. and the Note Investor
10.5 ⁽¹⁾		Security Agreement, dated August 16, 2026, by and between FingerMotion, Inc. and the Note Investor
10.5 ⁽¹⁾		Lyken Purchase Agreement, dated August 12, 2026
10.6 ⁽²⁾		Form of Pre-funded Warrant between FingerMotion, Inc. and an institutional investor, dated August 31, 2026
10.7 ⁽²⁾		Securities Purchase Agreement, dated August 31, 2026, by and between FingerMotion, Inc. and an institutional investor
10.7 ⁽³⁾		Share Purchase Agreement, dated September 23, 2026, by and between FingerMotion, Inc. and the individual shareholders of Newbit Technology, Inc. and Newbit
31.1^(*)		Certification of Chief Executive Officer pursuant to the Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
31.2^(*)		Certification of Chief Financial Officer pursuant to the Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
32.1^(**)		Certifications pursuant to the Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS^(*)		XBRL\nInstance Document
101.SCH^(*)		XBRL\nTaxonomy Extension Schema Document
101.CAL^(*)		XBRL\nTaxonomy Extension Calculation Linkbase Document
101.DEF^(*)		XBRL\nTaxonomy Extension Definitions Linkbase Document
101.LAB^(*)		XBRL\nTaxonomy Extension Label Linkbase Document
101.PRE^(*)		XBRL\nTaxonomy Extension Presentation Linkbase Document
104^(*)		Cover Page Interactive Data File (formatted as inline\n XBRL and contained in Exhibit 101 attachments)

Notes:

(*) Filed\nherewith

(**)\nFurnished herewith

(1)\nPreviously filed as an exhibit to our Current Report on Form 8-K filed with the SEC on August 17, 2026

(2)\nPreviously filed as an exhibit to our Current Report on Form 8-K filed with the SEC on August 31, 2026

(3)\nPreviously filed as an exhibit to our Current Report on Form 8-K filed with the SEC on September 29, 2026

SIGNATURES

Pursuant\nto the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed\non its behalf by the undersigned, thereunto duly authorized.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n

	FINGERMOTION, INC.

Dated: October 15, 2026	By:	/s/\n Jolie Kahn
		Jolie Kahn, Chief Executive Officer
		(Principal Executive Officer) and Director

Dated: October 15, 2026	By:	/s/\n Chris Polimeni
		Chris Polimeni, Chief Financial Officer
		(Principal Financial Officer)

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