UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 30, 2024

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to _______________

Commission File Number: 001-41187

FINGERMOTION, INC.

(Exact name of registrant as specified in its charter)

Delaware		46-4600326
(State or other jurisdiction of organization)		(I.R.S. employer identification no.)

111 Somerset Road, Level 3

Singapore

238164

(Address of principal executive offices)

(Zip code)

(347) 349-5339

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value		FNGR		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date: 57,141,186 shares of common stock outstanding as of January 10, 2025.

FINGERMOTION, INC.

FORM 10-Q

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION	3

ITEM 1. FINANCIAL STATEMENTS	3
ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	27
Three Months Ended November 30, 2024 Compared to the Three Months Ended November 30, 2023	37
Nine Months Ended November 30, 2024 Compared to the Nine Months Ended November 30, 2023	41
Liquidity and Capital Resources	44
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	48
ITEM 4 – CONTROLS AND PROCEDURES	48
Evaluation of Disclosure Controls and Procedures	48
Changes in internal control over financial reporting	49

PART II – OTHER INFORMATION	50

ITEM 1 – LEGAL PROCEEDINGS	50
ITEM 1A – RISK FACTORS	50
ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	72
ITEM 3 – DEFAULTS UPON SENIOR SECURITIES	72
ITEM 4 – MINE SAFETY DISCLOSURES	72
ITEM 5 – OTHER INFORMATION	72
ITEM 6 – EXHIBITS	73

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

FINGERMOTION, INC.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the nine months ended November 30, 2024

(Unaudited - Expressed in U.S. Dollars)

FingerMotion, Inc.

Condensed Consolidated Balance Sheets


	November 30,			February 29,
	2024			2024
	(Unaudited)
ASSETS

Current Assets
Cash and cash equivalents	$	164,600		$	1,517,232
Accounts receivable		26,383,266			9,153,692
Inventories		31,096			—
Prepayment and deposit		4,108,183			5,538,401
Other receivables		1,058,368			2,515,593
Total Current Assets		31,745,513			18,724,918
Non-current Assets
Equipment		27,334			45,706
Intangible assets		14,916			30,456
Right-of-use asset		154,570			13,734
Total Non-Current Assets		196,820			89,896

TOTAL ASSETS	$	31,942,333		$	18,814,814

LIABILITIES AND SHAREHOLDER’S DEFICIT

Current Liabilities
Accounts payable	$	18,433,571		$	5,153,359
Accrual and other payables		2,172,447			1,595,760
Loan payable - shareholders		1,596,806			—
Lease liability, current portion		116,081			4,796
Total Current Liabilities		22,318,905			6,753,915
Non-current Liabilities
Lease liability, non-current portion		39,933			—
Total Non-Current Liabilities		39,933			—

TOTAL LIABILITIES	$	22,358,838		$	6,753,915

SHAREHOLDERS’ EQUITY
Preferred stock, par value $.0001 per share; Authorized 1,000,000 shares; issued and outstanding -0- shares.		—			—

Common Stock, par value $.0001 per share; Authorized 200,000,000 shares; issued and outstanding 53,807,850 shares and 52,545,350 issued and outstanding at November 30, 2024 and February 29, 2024 respectively		5,381			5,254

Additional paid-in capital		42,304,746			40,292,778

Additional paid-in capital - stock options		1,656,321			1,037,276

Accumulated deficit		(33,453,767	)		(28,448,833	)

Accumulated other comprehensive income		(881,811	)		(782,362	)

Stockholders’ equity before non-controlling interests		9,630,870			12,104,113

Non-controlling interests		(47,375	)		(43,214	)

TOTAL SHAREHOLDERS’ EQUITY		9,583,495			12,060,899

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	31,942,333		$	18,814,814

FingerMotion, Inc.

Unaudited Condensed Consolidated Statements of Operations


	Three Months Ended						Nine Months Ended
	November 30,			November 30,			November 30,			November 30,
	2024			2023			2024			2023
Revenue	$	8,534,079		$	6,140,146		$	25,366,825		$	27,588,403
Cost of revenue		(8,090,509	)		(5,502,151	)		(23,940,338	)		(24,446,325	)

Gross profit		443,570			637,995			1,426,487			3,142,078

Amortization & depreciation		(11,561	)		(17,525	)		(35,315	)		(53,538	)
General & administrative expenses		(1,579,619	)		(2,256,185	)		(4,997,452	)		(5,252,531	)
Marketing cost		(140,478	)		(40,963	)		(274,584	)		(92,559	)
Research & development		(146,735	)		(176,119	)		(506,001	)		(525,174	)
Stock compensation expenses		(179,284	)		(108,213	)		(582,517	)		(559,092	)

Total operating expenses		(2,057,677	)		(2,599,005	)		(6,395,869	)		(6,482,894	)

Net loss from operations		(1,614,107	)		(1,961,010	)		(4,969,382	)		(3,340,816	)

Other income (expense):
Interest income		4,270			12,578			36,511			49,425
Interest expense		(67,325	)		—			(95,903	)		(121,451	)
Exchange gain (loss)		(261	)		448			12,132			(1,580	)
Other income		14,768			2,181			19,584			69,705
Total other income (expense)		(48,548	)		15,207			(27,676	)		(3,901	)

Net loss before income tax	$	(1,662,655	)	$	(1,945,803	)	$	(4,997,058	)	$	(3,344,717	)
Income tax expenses		(57	)		—			(12,037	)		—
Net loss	$	(1,662,712	)	$	(1,945,803	)	$	(5,009,095	)	$	(3,344,717	)

Less: Net profit (loss) attributable to the non-controlling interest		(1,911	)		(1,460	)		(4,161	)		(822	)

Net loss attributable to the Company’s shareholders	$	(1,660,801	)	$	(1,944,343	)	$	(5,004,934	)	$	(3,343,895	)

Other comprehensive income:
Foreign currency translation adjustments		(274,666	)		252,155			(99,449	)		(271,579	)
Comprehensive loss	$	(1,935,467	)	$	(1,692,188	)	$	(5,104,383	)	$	(3,615,474	)
Less: Comprehensive loss attributable to non-controlling interest		(181	)		221			(1,064	)		(23	)
Comprehensive loss attributable to the Company	$	(1,935,286	)	$	(1,692,409	)	$	(5,103,319	)	$	(3,615,451	)

NET PROFIT (LOSS) PER SHARE
Loss Per Share - Basic	$	(0.03	)	$	(0.04	)	$	(0.09	)	$	(0.06	)
Loss Per Share - Diluted	$	(0.03	)	$	(0.04	)	$	(0.09	)	$	(0.06	)

NET PROFIT (LOSS) PER SHARE ATTRIBUTABLE TO THE COMPANY
Loss Per Share - Basic	$	(0.03	)	$	(0.04	)	$	(0.09	)	$	(0.06	)
Loss Per Share - Diluted	$	(0.03	)	$	(0.04	)	$	(0.09	)	$	(0.06	)

Weighted Average Common Shares Outstanding - Basic		53,326,531			52,527,382			52,898,259			52,044,125
Weighted Average Common Shares Outstanding - Diluted		53,326,531			52,527,382			52,898,259			52,044,125

FingerMotion, Inc.

Unaudited Condensed Consolidated Statement of Shareholders’ Equity


												Accumulated
					Capital Paid		Additional					Other
	Common Stock				in Excess		Paid-in capital		Accumulated			Comprehensive			Stockholders’			Non-controlling
	Shares		Amount		of Par Value		stock options		Deficit			Income			equity			interest			Total
Balance at March 1, 2024		52,545,350		5,254		40,292,778		1,037,276		(28,448,833	)		(782,362	)		12,104,113			(43,214	)		12,060,899

Common stock issued for professional service		167,500		17		369,577		—		—			—			369,594			—			369,594
Additional paid-in capital – stock options		—		—		—		196,344		—			—			196,344			—			196,344
Accumulated other comprehensive income		—		—		—		—		—			(64,999	)		(64,999	)		—			(64,999	)
Net loss		—		—		—		—		(1,655,904	)		—			(1,655,904	)		72			(1,655,832	)

Balance at May 31, 2024		52,712,850		5,271		40,662,355		1,233,620		(30,104,737	)		(847,361	)		10,949,148			(43,142	)		10,906,006

Additional paid-in capital – stock options		—		—		—		422,701		—			—