The terms the "Registrant", "we", "us", "our", "FingerMotion" and the "Company" mean FingerMotion, Inc. or as the context requires, collectively with its consolidated subsidiaries and contractually controlled companies.

Cautionary Note Regarding Forward-Looking Statements

The following management's discussion and analysis of the Company's financial condition and results of operations (the "MD&A") contains forward-looking statements that involve risks, uncertainties and assumptions including, among others, statements regarding our capital needs, business plans and expectations. In evaluating these statements, you should consider various factors, including the risks, uncertainties and assumptions set forth in reports and other documents we have filed with or furnished to the SEC and, including, without limitation, this Quarterly Report on Form 10-Q for the six months ended August 31, 2020, and our Annual Report on Form 10-K for the fiscal year ended February 29, 2020, including the consolidated financial statements and related notes contained therein. These factors, or any one of them, may cause our actual results or actions in the future to differ materially from any forward-looking statement made in this document. Refer to "Cautionary Note Regarding Forward-looking Statements" as disclosed in our Annual Report on Form 10-K for the fiscal year ended February 29, 2020, and Item 1A, Risk Factors, under Part II - Other Information of this Quarterly Report.





Introduction


This MD&A is focused on material changes in our financial condition from February 29, 2020, our most recently completed year end, to August 31, 2020, and our results of operations for the three and six months ended August 31, 2020, and should be read in conjunction with Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations as contained in our Annual Report on Form 10-K for the fiscal year ended February 29, 2020.





Corporate Information


The Company was initially incorporated as Property Management Corporation of America on January 23, 2014 in the State of Delaware.

On June 21, 2017, the Company amended its certificate of incorporation to effect a 1-for-4 reverse stock split of the Company's outstanding common stock, to increase the authorized shares of common stock to 200,000,000 shares and to change the name of the Company from "Property Management Corporation of America" to "FingerMotion, Inc." (the "Corporate Actions"). The Corporate Actions and the amended certificate of incorporation became effective on June 21, 2017.

Effective July 13, 2017, the Company entered into that certain Share Exchange Agreement (the "Share Exchange Agreement") by and among the Company, Finger Motion Company Limited, a Hong Kong corporation ("FMCL") and certain shareholders of FMCL (the "FMCL Shareholders"). Pursuant to the Share Exchange Agreement, the Company agreed to exchange the outstanding equity stock of FMCL held by the FMCL Shareholders for shares of common stock of the Company. On the closing date of the Share Exchange Agreement, the Company issued 12,000,000 shares of common stock to the FMCL shareholders. In addition, the Company issued 600,000 shares to consultants in connection with the transactions contemplated by the Share Exchange Agreement, and 2,562,500 additional shares to accredited investors, which was a concurrent financing but not a condition of closing the Share Exchange Agreement.





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As a result of the Share Exchange Agreement and the other transactions contemplated thereunder, FMCL became a wholly owned subsidiary of the Company. FMCL, a Hong Kong corporation, was formed on April 6, 2016 and is an information technology company that specializes in operating and publishing mobile games. We operate our video game division through FMCL.

On October 16, 2018, the Company, through its indirect wholly owned subsidiary, Shanghai JiuGe Business Management Co., Ltd. ("JiuGe Management"), entered into a series of agreements known as variable interest agreements (the "VIE Agreements") pursuant to which Shanghai JiuGe Information Technology Co., Ltd. ("JiuGe Technology") became our contractually controlled affiliate. The use of VIE agreements is a common structure used to acquire PRC corporations, particularly in certain industries in which foreign investment is restricted or forbidden by the PRC government. The VIE Agreements include a Consulting Services Agreement, a Loan Agreement, a Power of Attorney Agreement, a Call Option Agreement, and a Share Pledge Agreement in order to secure the connection and commitments of the JiuGe Technology. We operate our mobile payment platform business through JiuGe Technology.





Intercorporate Relationships


The following is a list of all of our subsidiaries and the corresponding date of jurisdiction of incorporation or organization and the ownership interest of each. All of our subsidiaries are directly or indirectly owned or controlled by us:





              Name of Entity                      Place of            Ownership
                                           Incorporation/Formation     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.,              PRC                 100%

Ltd.(4)


Shanghai JiuGe Information Technology Co.,           PRC            Contractually
Ltd.(5)                                                             controlled (5)
Beijing XunLian TianXia Technology Co.,              PRC                 99%

Ltd.(6)


Suzhou BuGuNiao Digital Technology Co.,              PRC                 99%
Ltd.(7)




Notes:

(1) Finger Motion Company Limited is a wholly-owned subsidiary of FingerMotion,

Inc.

(2) Finger Motion (CN) Global Limited is a wholly-owned subsidiary of

FingerMotion, Inc.

(3) Finger Motion (CN) Limited is a wholly-owned subsidiary of Finger Motion (CN)

Global Limited.

(4) Shanghai JiuGe Business Management Co., Ltd. is a wholly-owned subsidiary of

Finger Motion (CN) Limited.

(5) Shanghai JiuGe Information Technology Co., Ltd. is a variable interest entity

that is contractually controlled by Shanghai JiuGe Business Management Co.,

Ltd.

(6) Beijing XunLian TianXia Technology Co., Ltd. is a 99% owned subsidiary of

Shanghai JiuGe Information Ttechnology Co., Ltd.

(7) Suzhou BuGuNiao Digital Technology Co., Ltd. is a 99% owned subsidiary of

Shanghai JiuGe Information Technology Co., Ltd.




Overview



We operate three principal lines of business, a video game division, a mobile payment platform and a mass SMS text message service. We operate our video game platform through FMCL.

The video game industry covers multiple sectors and is currently experiencing a move away from physical games towards digital software. Advances in technology and streaming now allow users to download games rather than visiting retailers. Video game publishers are expanding their direct-to-consumer channels, with mobile gaming current growth leader, and eSports and virtual reality gaining momentum as the next big sectors. This is the business focus for FMCL.





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In June 2018, FMCL temporarily paused its publishing and operating plans for existing games and other projects. The Company's board of directors decided to re-focus the Company's resources into the new business opportunities in China, particularly the mobile data business.

We conduct our mobile payment and recharge business through JiuGe Technology, our contractually controlled affiliate.

In the first half of 2018, JiuGe Technology secured contracts with China United Network Communications Group Co., Ltd. ("China Unicom") and China Mobile Communications Corporation ("China Mobile") to distribute mobile data for businesses and corporations in nine provinces/municipalities, namely Chengdu, Jiangxi, Jiangsu, Chongqing, Shanghai, Zhuhai, Zhejiang, Shaanxi and Inner Mongolia. In September 2018, JiuGe Technology launched and commercialized mobile payment and recharge services to businesses for China Unicom. The JiuGe Technology mobile payment and recharge platform enables the seamless delivery of real-time payment and recharge services to third-party channels and businesses. We earn a rebate from each telecommunications company on the funds paid by consumers to the telecommunications companies we process. To encourage consumers to utilize our portal instead of using our competitors' platforms or paying China Unicom or China Mobile directly, we offer mobile data and talk time at a rate discounted from these companies' stated rates, which are also the rates we must pay to them to purchase the mobile data and talk time provided to consumers through the use of our platform. Accordingly, we earn income on the rebates we receive from China Unicom and China Mobile, reduced by the amounts by which we discount the mobile data and talk time sold through our platform.





Recent Developments


In March 2019, JiuGe Technology acquired Beijing XunLian TianXia Technology Co., Ltd. ("Beijing Technology") and, through Beijing Technology, entered into the business of mass SMS text message service as a compliment to its mobile payment and recharge business. The mass SMS text message service offers bulk SMS services to end consumers with competitive pricing. Currently, our SMS integrated platform is scalable to process more than 150 million SMS text messages per month. Beijing Technology retains a license from the Ministry of Industry and Information Technology to operate SMS and MMS business in the PRC. Similar to the mobile payment and recharge business, Beijing Technology is required to make a deposit or bulk purchase in advance, and has secured business customers that will utilize Beijing Technology's SMS integrated platform to send bulk SMS text messages monthly. Beijing Technology has the capability to manage and track the entire process, including obtaining government approval, until the SMS messages have been delivered successfully.

In July 2019, JiuGe Technology entered into that certain Yunnan Unicom Electronic Sales Platform Construction and Operation Cooperation Agreement (the "Cooperation Agreement") with China Unicom's Yunnan subsidiary. Under the Cooperation Agreement, JiuGe Technology is responsible for constructing and operating China Unicom's electronic sales platform through which consumers can purchase various goods and services from China Unicom, including mobile telephones, mobile telephone service, broadband data services, terminals, "smart" devices and related financial insurance. The Cooperation Agreement provides that JiuGe Technology is required to construct and operate the platform's webpage in accordance with China Unicom's specifications and policies, and applicable law, and bear all expenses in connection therewith. As consideration for the services it provides under the Cooperation Agreement, JiuGe Technology receives a percentage of the revenue received from all sales it processes for China Unicom on the platform. The Cooperation Agreement expires three years from the date of its signature, but it may be terminated by (i) JiuGe Technology upon three months' written notice or (ii) by China Unicom unilaterally.





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Results of Operations



Three Months Ended August 31, 2020 Compared to Three Months Ended August 31, 2019





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



                                                         For the Three Months Ended
                                                       Aug. 31, 2020     Aug. 31, 2019
Revenue                                               $   3,621,054     $   2,039,476
Cost of revenue                                       $  (3,362,663 )   $  (1,832,747 )
Total operating expenses                              $  (1,152,972 )   $    (978,834 )
Total other income (expenses)                         $     (66,135 )   $       5,556

Net Loss attributable to the Company's shareholders $ (961,023 ) $ (766,549 ) Foreign currency translation adjustment

$      27,613     $      (7,992 )

Comprehensive loss attributable to the Company $ (933,423 ) $ (774,541 ) Basic Loss Per Share attributable to the Company $ (0.03 ) $ (0.03 ) Diluted Loss Per Share attributable to the Company $ (0.03 ) $ (0.03 )






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Revenue


The following table sets forth the Company's revenue from its three lines of business for the periods indicated:





                      For the Three Months Ended         Change
                   Aug. 31, 2020      Aug. 31, 2019        (%)
Mobile Recharge   $      673,995            742,102       (9.2 %)
Sim Card          $       33,099                 -         100 %
SMS               $    2,913,960          1,297,374        125 %
Total Revenue     $    3,621,054          2,039,476       77.5 %



We recorded $3,621,054 in revenue for the three month period ended August 31, 2020, an increase of $1,581,578 or 77.5%, compared to the three month period ended August 31, 2019. This increase resulted from an increase in revenue of $33,099 and $1,616,586 from our Sim Card and SMS businesses, respectively, offset in part by a decrease of $68,107 from our mobile recharge business. As previously disclosed, in June 2018, we paused our publishing and operating plans for existing games other projects and decided to re-focus the Company's resources on the mobile data business, which has produced higher levels of revenue for the Company. We principally earn revenue by providing mobile payment and recharge services to customers of telecommunications companies in China. Specifically, we earn a negotiated rebate amount from the telecommunications companies for all monies paid by consumers to those companies that we process. As we continue to develop our mobile recharge business, we expect that revenues will continue to grow. We also earned revenue during the most recently completed fiscal quarter from our newly acquired SMS texting service, which business only recently became a part of the Company. The Company expects and hopes that the SMS texting service business will continue to provide solid revenue for the Company in the future.

In the quarter results, JiuGe Technology added a new business unit partnering with both China Mobile and China Unicom in offering and marketing subscription plans for new subscribers. This is strategic partnership between Telcos and JiuGe Technology, as JiuGe Technology will be leveraging on its expertise in digital marketing and cooperation with major e-commerce platforms in China to assist Telcos to expand its subscribers base and extend its new 5G products to subscribers in most efficient and cost-effective approach.

JiuGe Technology will be earning both an upfront commission plus the recurring revenue share of the newly acquired subscribers. Marketing costs have been incurred during the period to secure all these acquisitions where revenue flow will be spread over the next 12 to 15 months based on the agreement secured with the Telcos for different provinces. This is still at preliminary but JiuGe Technology is positive on the profitability of this business unit and will contribute to the total revenue stream to the Company.





Cost of Revenue



The following table sets forth the Company's cost of revenue for the periods
indicated:



                            For the Three Months Ended
                         Aug. 31, 2020      Aug. 31, 2019
Mobile Recharge         $      569,227     $      658,030
Sim Card                $        9,826     $           -
SMS                     $    2,783,611     $    1,174,717
Total Cost of Revenue   $    3,362,663     $    1,832,747

We recorded $3,362,663 in costs of revenue for the three month period ended August 31, 2020, an increase of $1,529,916 or 83%, compared to the three month period ended August 31, 2019. As previously mentioned, we principally earn revenue by providing mobile payment and recharge services to customers of telecommunications companies in China. To earn this revenue, we incur certain customer acquisition costs, including discounts to our customers and promotional expenses, which is reflected in our cost of revenue.





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Gross profit (loss)


Our gross profit for the three month period ended August 31, 2020 was $258,391, an increase of $51,662 or 25%, compared to the three month period ended August 31, 2019. This increase in gross profit resulted from higher revenue and margin for the period.





Amortization & Depreciation



We recorded depreciation of $5,172 for fixed assets for the three month period ended August 31, 2020, a decrease of $6,155 or 54%, compared to the three month period ended August 31, 2019. This decrease resulted as a portion of our intangible assets have been fully amortized.

General & Administrative Expenses

The following table sets forth the Company's general and administrative expenses for the periods indicated:





                          For the Three Months Ended
                      Aug. 31, 2020       Aug. 31, 2019
Accounting           $      11,345       $       15,457
Consulting           $     290,053       $      166,017
Entertainment        $      31,490       $       80,012
IT                   $      27,865       $           -
Rent                 $      31,726       $       21,315
Salaries and Wages   $     327,511       $      203,121
Technical Fee        $      23,801       $           -
Others               $      99,186       $      100,456
Total G&A Expenses   $     842,977       $      586,378

We recorded $842,977 in general and administrative expenses for the three month period ended August 31, 2020, an increase of $256,599 or 44%, compared to the three month period ended August 31, 2019. The increased staff salaries, IT and technical fees are principally the result of the building of our mobile recharge business, SMS and Sim Card businesses.





Marketing Cost



The following table sets forth the Company's marketing cost for the periods
indicated:



                       For the Three Months Ended
                    Aug. 31, 2020        Aug. 31, 2019
Marketing Cost   $        131,256       $          -



We incurred fees of $131,256 in marketing cost in the second quarter ended August 31, 2020 for our new Sim Card business.





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Research & Development



The following table sets forth the Company's research & development for the
periods indicated:



                                         For the Three Months Ended
                                     Aug. 31, 2020       Aug. 31, 2019

Research & Development - Big Data $ 123,534 $ 125,385

We incurred fees of $123,534 in research & development for the three month period ended August 31, 2020 as compared to $125,385 for the three month period ended August 31, 2019. The decrease of $1,851 or 1.5% was due to the foreign currency translation in salaries for the Research & Development team in PRC.

The Insurtech division of Finger Motion that focus on consumer behavioral insights extraction for the purpose of risk assessment. Insights are derived from various data sources with the primary sources being the telecommunication data. The initial phase of business application is to focus on insurance industry particularly in the area of underwriting risk rating, complementary claims adjudication and assessment, and risk segmentation & market penetration.

This division comprises of experienced actuaries, data scientists and computer programmers.

The expenses for research & development include associated wages and salaries, data access fees and IT infrastructure.

The 1st stage of prototyping on Phase 1 - analytical framework and business applications have been completed and target to commercialize by mid of 2021.





Share Compensation Expenses



The following table sets forth the Company's share compensation expenses for the
periods indicated:



                                      For the Three Months Ended
                                   Aug. 31, 2020      Aug. 31, 2019
  Share compensation expenses     $     50,033       $      255,744

We incurred fees of $50,033 in share issuance for consultants in consideration of the services which have been provided to the company for the three month period ended August 31, 2020 as compared to $255,744 for the three month period ended August 31, 2019. The decrease of $205,711 or 80% was due to the shares for 2020 consultancy services were issued at lower deemed price.





Operating Expenses


We recorded $1,152,972 in operating expenses for the three month period ended August 31, 2020, as compared to $978,834 in operating expenses for the three month period ended August 31, 2019. The increase of $174,138 or 18%, for the three month period ended August 31, 2019 is as set forth above.





Net Loss


As a result of the foregoing, our net loss for the three month period ended August 31, 2020 was $894,581, an increase of $122,476 or 16%, compared to the three month period ended August 31, 2019.





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Six Months Ended August 31, 2020 Compared to Six Months Ended August 31, 2019





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



                                                          For the Six Months Ended
                                                       Aug. 31, 2020     Aug. 31, 2019
Revenue                                               $   6,363,988     $   2,972,745
Cost of revenue                                       $  (5,811,158 )   $  (2,684,390 )
Total operating expenses                              $  (2,022,743 )   $  (2,078,670 )
Total other income (expenses)                         $     (68,854 )   $      11,140

Net Loss attributable to the Company's shareholders $ (1,539,100 ) $ (1,779,175 ) Foreign currency translation adjustment

$      11,739     $       4,734

Comprehensive loss attributable to the Company $ (1,527,457 ) $ (1,774,441 ) Basic Loss Per Share attributable to the Company $ (0.05 ) $ (0.07 ) Diluted Loss Per Share attributable to the Company $ (0.05 ) $ (0.07 )






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Revenue


The following table sets forth the Company's revenue from its three lines of business for the periods indicated:





                       For the Six Months Ended         Change
                   Aug. 31, 2020     Aug. 31, 2019       (%)
Mobile Recharge   $   1,067,787          1,493,044       (28 %)
Sim Card          $      33,099                 -        100 %
SMS               $   5,263,102          1,479,701       256 %
Total Revenue     $   6,363,988          2,972,745       114 %



We recorded $6,363,988 in revenue for the six month period ended August 31, 2020, an increase of $3,391,243 or 114%, compared to the six month period ended August 31, 2019. This increase resulted from an increase in revenue of $33,099 and $3,783,401 from our Sim Card and SMS businesses, respectively, offset in part by a decrease of $425,258 from our mobile recharge business. As previously disclosed, in June 2018, we paused our publishing and operating plans for existing games other projects and decided to re-focus the Company's resources on the mobile data business, which has produced higher levels of revenue for the Company. We principally earn revenue by providing mobile payment and recharge services to customers of telecommunications companies in China. Specifically, we earn a negotiated rebate amount from the telecommunications companies for all monies paid by consumers to those companies that we process. As we continue to develop our mobile recharge business, we expect that revenues will continue to grow. We also earned revenue during the most recently completed fiscal quarter from our newly acquired SMS texting service, which business only recently became a part of the Company. The Company expects and hopes that the SMS texting service business will continue to provide solid revenue for the Company in the future.

In the quarter results, JiuGe Technology added a new business unit partnering with both China Mobile and China Unicom in offering and marketing subscription plans for new subscribers. This is strategic partnership between Telcos and JiuGe Technology, as JiuGe Technology will be leveraging on its expertise in digital marketing and cooperation with major e-commerce platforms in China to assist Telcos to expand its subscribers base and extend its new 5G products to subscribers in most efficient and cost-effective approach.

JiuGe Technology will be earning both an upfront commission plus the recurring revenue share of the newly acquired subscribers. Marketing costs have been incurred during the period to secure all these acquisitions where revenue flow will be spread over the next 12 to 15 months based on the agreement secured with the Telcos for different provinces. This is still at preliminary but JiuGe Technology is positive on the profitability of this business unit and will contribute to the total revenue stream to the Company.





Cost of Revenue



The following table sets forth the Company's cost of revenue for the periods
indicated:



                             For the Six Months Ended
                         Aug. 31, 2020     Aug. 31, 2019
Mobile Recharge         $     759,033     $    1,331,146
Sim Card                $       9,826     $           -
SMS                     $   5,042,299     $    1,353,245
Total Cost of Revenue   $   5,811,158     $    2,684,390

We recorded $5,811,158 in costs of revenue for the six month period ended August 31, 2020, an increase of $3,126,768 or 116%, compared to the six month period ended August 31, 2019. As previously mentioned, we principally earn revenue by providing mobile payment and recharge services to customers of telecommunications companies in China. To earn this revenue, we incur certain customer acquisition costs, including discounts to our customers and promotional expenses, which is reflected in our cost of revenue.





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Gross profit (loss)


Our gross profit for the six month period ended August 31, 2020 was $552,830, an increase of $264,475 or 92%, compared to the six month period ended August 31, 2019. This increase in gross profit resulted from higher revenue and margin for the period.





Amortization & Depreciation



We recorded depreciation of $7,617 for fixed assets for the six month period ended August 31, 2020, a decrease of $14,728 or 66%, compared to the six month period ended August 31, 2019. This decrease resulted as a portion of our intangible assets have been fully amortized.

General & Administrative Expenses

The following table sets forth the Company's general and administrative expenses for the periods indicated:





                          For the Six Months Ended
                      Aug. 31, 2020     Aug. 31, 2019
Accounting           $      26,345     $      101,149
Consulting           $     540,528     $      422,628
Entertainment        $      60,662     $      132,589
IT                   $      45,582     $           -
Rent                 $      72,111     $       39,434
Salaries and Wages   $     644,579     $      317,323
Technical Fee        $      47,547     $           -
Others               $     147,662     $      197,726
Total G&A Expenses   $   1,585,016     $    1,210,849

We recorded $1,585,016 in general and administrative expenses for the six month period ended August 31, 2020, an increase of $374,167 or 31%, compared to the six month period ended August 31, 2019. The increased staff salaries, IT and technical fees are principally the result of the building of our mobile recharge business and SMS and Sim Card businesses.





Marketing Cost



The following table sets forth the Company's marketing cost for the periods
indicated:



                       For the Six Months Ended
                   Aug. 31, 2020        Aug. 31, 2019
Marketing Cost   $       131,256       $          -



We incurred fees of $131,256 in marketing cost in the second quarter ended August 31, 2020 for our new Sim Card business.





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Research & Development



The following table sets forth the Company's research & development for the
periods indicated:



                                         For the Six Months Ended
                                     Aug. 31, 2020      Aug. 31, 2019

Research & Development - Big Data $ 227,144 $ 183,988

We incurred fees of $227,144 in research & development for the six month period ended August 31, 2020 as compared to $183,988 for the six month period ended August 31, 2019. The increase of $43,156 or 23% was due to increase in headcount for the Research & Development team.

The Insurtech division of Finger Motion that focus on consumer behavioral insights extraction for the purpose of risk assessment. Insights are derived from various data sources with the primary sources being the telecommunication data. The initial phase of business application is to focus on insurance industry particularly in the area of underwriting risk rating, complementary claims adjudication and assessment, and risk segmentation & market penetration.

This division comprises of experienced actuaries, data scientists and computer programmers.

The expenses for research & development include associated wages and salaries, data access fees and IT infrastructure.

The 1st stage of prototyping on Phase 1 - analytical framework and business applications have been completed and target to commercialize by mid of 2021.





Share Compensation Expenses



The following table sets forth the Company's share compensation expenses for the
periods indicated:



                                       For the Six Months Ended
                                   Aug. 31, 2020      Aug. 31, 2019
  Share compensation expenses     $     71,710       $      661,488

We incurred fees of $71,710 in share issuance for consultants in consideration of the services which have been provided to the company for the six month period ended August 31, 2020 as compared to $661,488 for the six month period ended August 31, 2019. The decrease of $589,778 or 89% was due to the shares for 2020 consultancy services were issued at lower deemed price.





Operating Expenses


We recorded $2,022,743 in operating expenses for the six month period ended August 31, 2020, as compared to $2,078,670 in operating expenses for the six month period ended August 31, 2019. The decrease of $55,928 or 3%, for the six month period ended August 31, 2019 is as set forth above.





Net Loss


As a result of the foregoing, our net loss for the six month period ended August 31, 2020 was $1,469,913, a decrease of $320,402 or 18%, compared to the six month period ended August 31, 2019.





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Liquidity and Capital Resources

At August 31, 2020, we had cash and cash equivalents of $419,707 as compared to cash and cash equivalents of $102,919 at February 29, 2020. In order for us to continue to operate our mobile recharge business, we must deposit funds with our telecommunication company clients from time to time in order to obtain access to the mobile data and talk-time we make available to consumers on our portal. Accordingly, the amount of cash we have on hand fluctuates significantly from period to period. The significant cash reduction reflected on our balance sheet as of August 31, 2020, when compared to the year ended February 29, 2020, is the result of our making large deposits with our telecommunications company clients. The Company otherwise does not have any planned capital expenditures and has historically funded its operations from revenues and sales of securities, including convertible debt securities. We believe that our cash on hand, cash equivalents and short-term investments, along with our revenues from operations, will fund our projected operating requirements, fund our current operations and repay our outstanding indebtedness, in each case, for at least the next 12 months. However, to grow our business substantially, we will need to increase the amount of funds we have deposited with the telecommunications companies for which we process mobile recharge payments. Accordingly, we expect to seek additional capital through public or private sales of our equity or debt securities, or both. We might also enter into financing arrangements with commercial banks or nontraditional lenders. We cannot provide investors with any assurance that we will be able to raise additional funding from the sale of our equity or debt securities, or both, in order to increase our deposits with our telecommunications company clients, or if available, that such funding will be on terms acceptable to us.

We currently do not have any financing arrangements in place. We did, however, raise $196,865 through the sale of shares of our common stock in private placement transactions exempt from the registration requirements of the Securities Act of 1933 during the six month period ended August 31, 2020.





Statement of Cashflows


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





                                                           For the Six Months Ended
                                                     Aug. 31, 2020          Aug. 31, 2019
Net cash used in operating activities               $  (1,218,461 )        $  (1,723,711 )
Net cash used in investing activities               $    (115,239 )        $     (11,253 )
Net cash provided by financing activities           $   1,639,207          $     966,473
Effect of exchange rates on cash & cash
equivalents                                         $      11,281          $     (15,567 )
Net (decrease) increase in cash and cash
equivalents                                         $     316,788          $    (784,058 )

Cash Flow used in Operating Activities

Net cash used in operating activities decreased by $505,250 in the six months ended August 31, 2020 compared to the six months ended August 31, 2019, primarily due to increase in accrual and other payable of $3,287,009 (Aug. 31, 2019: $274,454) offset by an increase in accounts receivable of ($822,292) (Aug. 31, 2019: ($716,050)), increase in prepayment and deposit of ($1,333,951) (Aug. 31, 2019: ($1,121,680)), increase in other receivable of ($267,715) (Aug. 31, 2019: ($525,228)), decrease in accounts payable of ($245,206) (Aug. 31, 2019: $1,657,137), decrease in due to related parties of ($377,125) (Aug. 31, 2019: ($206,272)) and decrease in lease liability of ($6,995) (Aug. 31, 2019: $432).





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Cash Flow used in Investing Activities

During the six month period ended August 31, 2020, investing activities increased by $103,986 compared to the six month period ended August 31, 2019, mainly due to the increase in the purchase of equipment.

Cash Flow provided by Financing Activities

During the six month period ended August 31, 2020, financing activities increased by $672,734 compared to the six month period ended August 31, 2019, primarily due to loan from non-controlling stockholder.





Trends and Uncertainties


The impact of Coronavirus (COVID-19)

The Company has analyzed its operations and has found that the impact of COVID-19 on the Company is minimal. As the PRC has been reopening with more businesses and the enforcing on strict controls by the PRC Government on the containment of the spread of this virus since March, the Company's business is expected to continually improve for the fiscal year 2021. However, there will be a possibility that the outbreak may worsen at a later point in time where it may impact the growth of the business, all of which are uncertain and cannot be predicted at this point.

Off-Balance Sheet Arrangements

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





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Subsequent Events


Subsequent to August 31, 2020, the Company received (i) $100,000 from a subscription for the purchase of 100,000 shares of our common stock at a price of $1.00 per share from one individuals, (ii) $75,000 from a subscription for the purchase of 50,000 shares of our common stock at a price of $1.50 per share from one individual and (iii) $75,000 from a subscription for the purchase of 50,000 units at a price of $1.50 per unit from one individual, whereby each unit is comprised of one share of our common stock and one common stock purchase warrant with each warrant entitling the holder to purchase one additional share of common stock at an exercise price of $3.00 per share and having an expiry date of two years from the date of issuance.

On October 19, 2020, the Company issued 830,000 shares of common stock to five individuals due to the closing of its private placement at $0.50 per share for gross proceeds of $415,000.

On October 19, the Company issued 438,500 units (each, a "Unit") to 12 individuals and three entities due to a closing of its private placement at $1.00 per Unit for gross proceeds of $438,500. Each Unit consists of one share of our common stock and one common stock purchase warrant (each, a "Warrant") with each Warrant entitling the holder thereof to purchase one additional share of our common stock (each, a "Warrant Share") at an exercise price of $2.00 per Warrant Share having an expiry date of two years from the date of issuance of the Warrants.

On October 19, 2020, the Company issued 100,000 shares of common stock to one individual due to the closing of its private placement at $1.00 per share for gross proceeds of $100,000.

On October 19, 2020, the Company issued 265,000 shares of common stock to four individuals due to the closing of its private placement at $1.50 per share for gross proceeds of $397,500.

On October 19, 2020, the Company issued 50,000 units (each, a "Unit") to one individual due to a closing of its private placement at $1.50 per Unit for gross proceeds of $75,000. Each Unit consists of one share of our common stock and one common stock purchase warrant (each, a "Warrant") with each Warrant entitling the holder thereof to purchase one additional share of our common stock (each, a "Warrant Share") at an exercise price of $3.00 per Warrant Share having an expiry date of two years from the date of issuance of the Warrants.

Critical Accounting Policies

For a complete summary of all of our significant accounting policies refer to Note 2: Summary of Principal Accounting Policies of the Notes to the Consolidated Financial Statements as presented under Item 8, Financial Statements and Supplementary Data in our Annual Report on Form 10-K for our fiscal year ended February 29, 2020.

Refer to "Critical Accounting Policies" under Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for our fiscal year ended February 29, 2020.

Recently Issued Accounting Pronouncements

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

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