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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Table of Contents
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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