The terms “Holder”, “we”, “our”, “our”, “FingerMotion” and “Company” mean
Caution 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 theSEC and, including, without limitation, this Quarterly Report on Form 10-Q for the three months endedMay 31, 2021 , and our Annual Report on Form 10-K for the fiscal year endedFebruary 28, 2021 , 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 endedFebruary 28, 2021 , 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 fromFebruary 28, 2021 , our most recently completed year end, toMay 31, 2021 , and our results of operations for the three months endedMay 31, 2021 , 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 endedFebruary 28, 2021 . Corporate Information
The Company was originally incorporated as
OnJune 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 onJune 21, 2017 .
Our main management offices are located at
10036, and our phone number at that address is (347) 349-5339.
Share Exchange Agreement EffectiveJuly 13, 2017 , the Company entered into that certain Share Exchange Agreement (the "Share Exchange Agreement") by and among the Company,Finger Motion Company Limited , aHong Kong corporation ("FMCL") and certain shareholders of FMCL (the "FMCL Shareholders"). FMCL, aHong Kong corporation, was formed onApril 6, 2016 and is an information technology company that specializes in operating and publishing mobile games. 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. -24-
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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. The Company operates its video game division through FMCL. However, inJune 2018 , the Company decided to pause the operation of the game division as it saw the opportunity in the telecommunication business and have since refocused
into this business. This description of the Share Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the terms of the Share Exchange Agreement, which was filed as an exhibit to our Current Report on Form 8-K filed with theSEC onJuly 20, 2017 and incorporated by reference herein. VIE Agreements OnOctober 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 whichShanghai 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. The VIE Agreements included: ? a consulting services agreement through which JiuGe Management is mainly
engaged in data marketing, technical services, technical consulting and
business consultancy to JiuGe Technology (the "JiuGe Technology Consulting Services Agreement"); ? a loan agreement through which JiuGe Management grants a loan to the Legal Representative of JiuGe Technology for the purpose of capital contribution (the "JiuGe Technology Loan Agreement");
? a power of attorney agreement under which the owner of JiuGe Technology
has vested their collective voting control over JiuGe Technology to JiuGe Management and will only transfer their equity interests in JiuGe
Technology to JiuGe Management or its delegate (s) (the “JiuGe Technology
Power of Attorney Agreement"); ? a call option agreement under which the owner of JiuGe Technology has
granted JiuGe Management the irrevocable and unconditional right and
option to acquire all of their stakes in JiuGe Technology or
transfer these rights to a third party (the "JiuGe Technology Call Option Agreement"); and
? a share pledge agreement under which the owner of JiuGe Technology has
have pledged all of their rights, titles and interests in JiuGe Technology to
JiuGe Management to guarantee the performance of JiuGe Technology of its
obligations under the JiuGe Technology Consulting Services Agreement
(the "JiuGe Technology Share Pledge Agreement"). In the first half of 2018, JiuGe Technology secured contracts with China Unicom and China Mobile to distribute mobile data for businesses and corporations in 9 provinces/municipalities, namelyChengdu ,Jiangxi ,Jiangsu ,Chongqing ,Shanghai , Zhuhai,Zhejiang ,Shaanxi andInner Mongolia . InSeptember 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 negotiated rebate amount from each of China Unicom and China Mobile for all monies paid by consumers to China Unicom and China Mobile that 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 the telecommunications companies, reduced by the amounts by which we discount the mobile data and talk time sold through our platform. -25- Table of Contents InOctober 2018 , China Unicom and China Mobile awarded JiuGe Technology with contracts that established partnerships for data analysis, that could unlock potential value-added services. This description of the VIE Agreements discussed above do not purport to be complete and are qualified in their entirety by reference to the terms of the VIE Agreements, which were filed as exhibits to our Current Report on Form 8-K filed with theSEC onDecember 27, 2018 and are incorporated by reference herein.
Beijing Technology Acquisition
OnMarch 7, 2019 , the Company through JiuGe Technology acquiredBeijing XunLian TianXia Technology Co., Ltd. ("Beijing Technology"), a company in the business of providing mass SMS text services to businesses looking to communicate with large numbers of their customers and prospective customers. ThroughBeijing Technology, the Company 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, the Company's SMS integrated platform is processing more than 150 million SMS text messages per month. Beijing Technology retains a license from theMinistry of Industry and Information Technology to operate SMS and MMS business in the PRC. Similar to the mobile recharge business, Beijing Technology is required to make a deposit or bulk purchase in advance and has secured business customers that will utilizeBeijing 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 to assist the Company's clients to fulfill the government guidelines, until the SMS messages have been delivered successfully.
Cooperation agreement with China Unicom
OnJuly 7, 2019 , JiuGe Technology entered into that certainYunnan Unicom Electronic Sales Platform Construction and Operation Cooperation Agreement (the "Cooperation Agreement") with China United Network Communications LimitedYunnan Branch ("China Unicom Yunnan"). Under the Cooperation Agreement, JiuGe Technology is responsible for constructing and operatingChina Unicom Yunnan's electronic sales platform through which consumers can purchase various goods and services from China Unicom Yunnan, 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 withChina Unicom Yunnan'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 Yunnan
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 Yunnan unilaterally. The Cooperation Agreement contains customary representations from each party regarding such party's authority to enter into and perform under the Cooperation Agreement, and provides customary events of default, including for various types of failure to perform. Any disputes arising between the parties under the Cooperation Agreement will be adjudicated in Chinese courts. This description of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the terms of the Cooperation Agreement, which was filed as an exhibit to our Current Report on Form 8-K filed with theSEC onAugust 9, 2019 and is incorporated by reference herein.
Mobile cooperation agreement with China
In
-26-
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From the beginning of 2020, JiuGe Technology began actively seeking cooperation with China Mobile Financial, given China Mobile's years of experience in the financial services industry. Currently, of China Mobile's estimated 900 million subscribers, only an estimated 600 million currently participate and accumulate points within the loyalty reward program, often referred to as "Points Mall ", meaning there is still plenty of room for growth. These estimated 600 million subscribers have accumulated an aggregate of points worth an estimated20 billion yuan (approximatelyUS$2.86 billion ) (Source:China Securities Journal , "China Mobile will open "points" ecological stock, customer points worth over20 billion yuan ",Yang Jie ,November 15, 2019 ). The "Points Mall " business is the US equivalent of a loyalty rewards program. The program uses "points" as a form of currency that allows users to exchange them for products and services. The loyalty program strives to keep its content fresh and is on the lookout for partnerships with other unique brands to expand the universe of redemption products and services offered. 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 entity. All of our subsidiaries are directly or indirectly owned or controlled by us: Place of Incorporation / Name of Entity Formation Ownership 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 Contractually Technology Co., Ltd.(5) PRC controlled (5) Beijing XunLian TianXia Technology Contractually Co., Ltd.(6) PRC controlledFinger Motion Financial Group Limited(7) Samoa 100%Finger Motion Financial Company Limited(8) Hong Kong
100%
Shanghai TengLian JiuJiu Information Communication Technology Co., Contractually Ltd.(9) PRC controlled Notes: (1)Finger Motion Company Limited is a wholly-owned subsidiary ofFingerMotion, Inc. (2)Finger Motion (CN) Global Limited is a wholly-owned subsidiary ofFingerMotion, 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 ofFinger Motion (CN) Limited . (5)Shanghai JiuGe Information Technology Co., Ltd. is a variable interest entity that is contractually controlled byShanghai JiuGe Business Management Co., Ltd.
(6)
of
(7)
(8)
(9)
is a 99% subsidiary of
Ltd. Overview The Company operates the following lines of business: (i) telecommunications products and services; (ii) SMS and MMS service; (iii) a rich communication services (RCS) platform; (iv) big data insights; and (v) a video game division (inactive).
Telecommunications products and services
The Company's current product mix consisting of payment and recharge services, data plans, subscription plans, mobile phones, and loyalty points redemption. Chinese mobile phone consumers often utilize third-party e-marketing websites to pay their phone bills. If the consumer connected directly to the telecommunications provider to pay his or her bill, the consumer would miss out on any benefits or marketing discounts that e-marketers provide. Thus, consumers log on to these e-marketers' websites, click into their respective phone provider's store, and "top up," or pay, their telecommunications provider for additional mobile data and talk time. -27-
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To connect to the respective mobile telecommunications providers, these e-marketers must utilize a portal licensed by the applicable telecommunication company that processes the payment. We have been granted one of these licenses by China United Network Communications Group Co., Ltd. ("China Unicom ") andChina Mobile Communications Corporation ("China Mobile"), each of which is a major telecommunications provider inChina . We principally earn revenue by providing mobile payment and recharge services to customers of China Unicom
and China Mobile. We conduct our mobile payment business throughShanghai JiuGe Technology Co., Ltd. ("JiuGe Techology"), our contractually controlled affiliate through the entry into a series of agreements known as variable interest agreements (the "VIE Agreements") inOctober 2018 . In the first half of 2018, JiuGe Technology secured contracts with China Unicom and China Mobile to distribute mobile data for businesses and corporations in nine provinces/municipalities, namelyChengdu ,Jiangxi ,Jiangsu ,Chongqing ,Shanghai , Zhuhai,Zhejiang ,Shaanxi andInner Mongolia . InSeptember 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.FingerMotion started and commercialized its "Business to Business" ("B2B") model by integrating with various e-commerce platforms to provide its mobile payment and recharge services to subscribers or end consumers. In the first quarter of 2019FingerMotion expanded its business by commercializing its first "Business to Consumer" ("B2C") model, offering the telecommunication providers' products and services, including data plans, subscription plans, mobile phones, and loyalty points redemption, directly to subscribers or customers of the e-commerce companies, such asPinDuoDuo ("PDD") and TMall ("TMALL"). The Company is planning to further expand its universal exchange platform by setting up B2C stores on several other major e-commerce platforms inChina . In addition to that, we have been assigned as one ofChina's Mobile's loyalty redemption partner where we will be providing the services for their customers via our platform. Additionally, as previously disclosed, onJuly 7, 2019 , JiuGe Technology, our contractually controlled affiliate, entered into that certainYunnan 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 service 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. -28- Table of Contents During the recent fiscal year, the Company expanded its offering under their telecommunication product and services by increasing their product line revenue streams. InMarch 2020 ,FingerMotion secure a contract with both China Mobile and China Unicom to acquire new users to take up the respective subscription plans. OnDecember 2, 2020 , our contractually controlled subsidiary,Shanghai JiuGe Information Technology Co., Ltd. , andChina Mobile Financial Technology Co., Ltd. , a subsidiary of China Mobile, signed a strategic cooperation agreement to explore and create a new forward-leaning business model that combines the traditional loyalty point redemption business with an e-commerce platform designed to create a higher evolution of brand loyalty. Recently, inFebruary 2021 , we increased the mobile phones sales to end users using all
of our platforms. SMS and MMS Services OnMarch 7, 2019 , the Company through JiuGe Technology acquiredBeijing XunLian TianXia Technology Co., Ltd. ("Beijing Technology"), a company in the business of providing mass SMS text services to businesses looking to communicate with large numbers of their customers and prospective customers. With this acquisition, the Company expanded into a second partnership with the telecom companies by acquiring bulk Short Message Service ("SMS") and Multimedia Messaging Service ("MMS") bundles at reduced prices and offering bulk SMS services to end consumers with competitive pricing.FingerMotion's subsidiary, Beijing Technology, retains a license from theMinistry of Industry and Information Technology ("MIIT") to operate the 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, including premium car manufacturers, hotel chains, airlines and e-commerce companies, that 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 guiding the Company's customer to meet MIIT's guidelines on messages composed, until the SMS messages have been delivered successfully. Rich Communication Services
InMarch 2020 , the Company began development of an RCS platform, also known as MaaP (Messaging as a Platform). This RCS platform will be a proprietary business messaging platform that enables businesses and brands to communicate and service their customers on the 5G infrastructure, delivering a better and more efficient user experience at a lower cost. For example, with the new 5G RCS message service, consumers will have the ability to list available flights by sending a message regarding a holiday and will also be able to book and buy flights by sending messages. This will allow telecommunication providers like China Unicom and China Mobile to retain users on their systems, without having to utilize third party apps or log onto the internet, which will increase their user retention. We expect this to open up a new marketing channel for the Company's current and prospective business partners. Big Data Insights InJuly 2020 , the Company launched its proprietary technology platform "Sapientus" as its big data insights arm to deliver data-driven solutions and insights for businesses within the insurance, healthcare, and financial services industries.. The Company applies its vast experience in the insurance and financial services industry and capabilities in technology and data analytics to develop revolutionary solutions targeted towards insurance and financial consumers. Integrating diverse publicly available information, insurance and financial based data with technology and finally registering them into theFingerMotion telecommunications and insurance ecosystem, the Company would be able to provide functional insights and facilitate the transformation of key components of the insurance value chain, including driving more effective and efficient underwriting, enabling fraud evaluation and management, empowering channel expansion and market penetration through novel product innovation, and more. The ultimate objective is to promote, enhance and deliver better value to our partners and customers. The Company's proprietary risk assessment engine offers standard and customized scoring and appraisal services based on multi-dimensional factors. The Company has the ability to provide potential customers and partners with insights-driven and technology-enabled solutions and applications including preferred risk selection, precision marketing, product customization, and claims management (e.g., fraud detection). The Company's mission is to deliver the next generation of data-driven solutions in the financial services, healthcare, and insurance industries that result in more accurate risk assessments, more efficient processes, and a more delightful user experience. -29-
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On or aroundJanuary 25, 2021 , the Company's wholly owned subsidiary,Finger Motion Financial Company Limited's , big data analytic arm branded "Sapientus," entered into a services agreement with Pacific Life Re, a global life reinsurer serving the insurance industry with a comprehensive suite of products and services. Our Video Game Division 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, the current growth leader, and eSports and virtual reality gaining momentum as the next big sectors. InJune 2018 , we temporarily paused its publishing and operating plans for existing games, and the Company's board of directors decided to re-focus the company's resources into new business opportunities inChina , particularly the mobile phone payment and data business. Recent Developments Recently, our contractually controlled subsidiary,Shanghai JiuGe Information Technology Co., Ltd. , successfully entered into a volume-based contract with China Mobile Fujian with respect to our SMS services. Results of Operations
Three months ended
The following table sets forth our results of operations for the periods indicated: For the three months ended May 31, 2021 May 31, 2020 Revenue$ 5,996,489 $ 2,742,934 Cost of revenue$ (5,376,792 ) $ (2,448,495 ) Total operating expenses$ (1,475,579 ) $ (869,771 ) Total other income (expenses)$ (53,624 ) $ (2,719 ) Net Loss attributable to the Company's shareholders$ (911,890 ) $ (578,077 ) Foreign currency translation adjustment$ 60,184 $ (15,874 ) Comprehensive loss attributable to the Company$ (851,870 ) $ (594,034 ) Basic Loss Per Share attributable to the Company$ (0.02 ) $ (0.02 ) Diluted Loss Per Share attributable to the Company$ (0.02 ) $ (0.02 ) -30- Table of Contents Revenue
The following table presents the Company’s revenues from its three business segments for the periods indicated:
For the three months ended May 31, 2021 May 31, 2020 Change (%)
Telecommunication Products & Services$ 1,737,080 $
393,792 341 % SMS & MMS Business$ 4,160,694 $ 2,349,142 77 % Big Data$ 98,715 $ - 100 % Total Revenue$ 5,996,489 $ 2,742,934 119 % We recorded$5,996,489 in revenue for the quarter endedMay 31, 2021 , an increase of$3,253,555 or 119%, compared to the quarter endedMay 31, 2020 . This increase resulted from an increase in revenue of$1,343,288 ,$1,811,552 and$98,715 from our Telecommunication Products & Services, SMS & MMS business and Big Data business, respectively. We principally earn revenue by providing mobile payment and recharge services to customers of telecommunications companies inChina . Specifically, we earn a negotiated rebate amount from the telecommunications companies for all monies paid by consumers to those companies that we process. As we continue to develop our mobile recharge business, we expect that revenues will continue to grow. Our SMS texting service has grown substantially compared to last year. The growth is expected to flourish further with the Company continuing to make prepayments to purchase large bulks of inventories to be resold to our increasing corporate clientele. We also earned revenue during the most recently completed fiscal year from our new venture on subscription plan acquisition and mobile phone sales. The Company expects and hopes that these new product offerings will continue to provide additional revenue for the Company in the future. During the last quarter of the fiscal year, our Big Data division secured a contract with Pacific Life Re, a global life reinsurance serving the insurance industry with comprehensive suite of products and services, to develop a holistic multi-faceted risk rating concept, leveraging the Company's proprietary approach to analytics by drawing data from novel sources and filtering them through advance algorithms with the ultimate goal to apply new insights generated from ourFingerMotion's predictive model to the traditional insurance industry. This division has since recorded revenue and we expect additional revenue from this division in the future. Cost of Revenue The following table sets forth the Company's cost of revenue for the periods indicated: For the three months ended May 31, 2021 May 31, 2020
Telecommunication Products & Services$ 1,474,203 $ 189,806
SMS & MMS Business$ 3,812,589 $ 2,258,689 Big Data$ 90,000 $ - Total Cost of Revenue$ 5,376,792 $ 2,448,495 We recorded$5,376,792 in costs of revenue for the quarter endedMay 31, 2021 , an increase of$2,928,297 or 120%, compared to the quarter endedMay 31, 2020 . As previously mentioned, we principally earn revenue by providing mobile payment and recharge services to customers of telecommunications companies, subscription plans and mobile phone sales inChina . To earn this revenue, we incur cost of the product, certain customer acquisition costs, including discounts to our customers and promotional expenses, which is reflected in our cost of revenue. Gross profit Our gross profit for the quarter endedMay 31, 2021 was$619,697 , an increase of$325,258 or 110%, compared to the quarter endedMay 31, 2020 . This increase in gross profit resulted from higher revenue for the period. -31- Table of Contents Amortization & Depreciation
We recorded depreciation of$14,421 for fixed assets for the quarter endedMay 31, 2021 , an increase of$11,976 or 490%, compared to the quarter endedMay 31, 2020 . This increase resulted in purchase of equipment.
General and administrative expenses
The following table shows the general and administrative expenses of the Company for the periods indicated:
For the three months ended May 31, 2021 May 31, 2020 Accounting$ 39,743 $ 15,000 Consulting$ 355,843 $ 250,475 Entertainment$ 39,507 $ 29,172 IT$ 14,267 $ 17,717 Rent$ 25,135 $ 40,385 Salaries & Wages$ 588,427 $ 317,068 Technical Fee$ 23,114 $ 23,746 Travelling$ 27,589 $ 6,764 Others$ 66,122 $ 41,712 Total G&A Expenses$ 1,179,747 $ 742,039 We recorded$1,179,747 in general and administrative expenses for the quarter endedMay 31, 2021 , an increase of$437,708 or 59%, compared to the quarter endedMay 31, 2020 . The increased consulting and staff salaries are principally the result of the commencement and building of our three lines of businesses. Marketing Cost The following table sets forth the Company's marketing cost for the periods indicated: For the three months ended May 31, 2021 May 31, 2020 Marketing Cost $ 85,007 $ - We recorded$85,007 in marketing cost for the quarter endedMay 31, 2021 for our telecommunication products and services business. Marketing costs represent the costs of promoting our product offerings through all our platforms including other digital marketing expenses. Research & Development The following table sets forth the Company's research & development for the periods indicated: For the three months ended May 31, 2021 May 31, 2020 Research & Development$ 135,429 $ 103,610 We incurred fees of$135,429 in research & development for the quarter endedMay 31, 2021 as compared to$103,610 for the quarter endedMay 31, 2020 . The increase of$31,819 or 31% was due to higher data access and usage fees charged by telecommunications companies. The Insurtech division ofFingerMotion focuses on consumer behavioral insights extraction for the purpose of risk assessment. Insights are mined from a multitude of data sources, harmonized with the objectives of our various business partners. The initial phase of business application is to focus on insurance industry particularly in the area of underwriting risk rating, complementary claims adjudication and assessment, and risk segmentation & market penetration. -32- Table of Contents
This division includes senior actuaries, data scientists and computer programmers.
Research and development expenses include associated salaries and wages, data access costs and IT infrastructure.
The 1st stage of the phase 1 prototyping – analytical framework and commercial applications has been completed and is expected to be commercialized by the end of the 2021 schedule.
Share Compensation Expenses The following table sets forth the Company's share compensation expenses for the periods indicated: For the three months ended May 31, 2021 May 31, 2020 Share compensation expenses$ 60,975 $ 21,677 We incurred fees of$60,975 in share issuance for consultants in consideration of the services which have been provided to the company for the quarter endedMay 31, 2021 as compared to$21,677 for the quarter endedMay 31, 2020 . The increase of$39,298 or 181% was due to more consultants were compensated with shares of the company. Operating Expenses
We recorded$1,475,579 in operating expenses for the quarter endedMay 31, 2021 , as compared to$869,771 in operating expenses for the quarter endedMay 31, 2020 . The increase of$605,808 or 70%, for the quarter endedMay 31, 2021 is as set forth above.
Net loss attributable to shareholders of the Company
The net loss attributable to the Company's shareholders was$911,890 for the quarter endedMay 31, 2021 and$578,077 for the quarter endedMay 31, 2020 . The increase in net loss attributable to the Company's shareholders of$333,813 or 58% resulted primarily from the increase in total operating expenses as discussed above.
Liquidity and capital resources
The following table sets out our cash and working capital as ofMay 31, 2021 andFebruary 28, 2021 : As at May 31, As at February 28, 2021 2021 Cash reserves$ 789,752 $ 850,717 Working capital (deficiency)$ 2,352,502 $ 2,992,232 AtMay 31, 2021 , we had cash and cash equivalents of$789,752 as compared to cash and cash equivalents of$850,717 atFebruary 28, 2021 . In order for us to continue to operate our mobile payment business, we must deposit funds with our telecommunication companies 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 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 non-traditional 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. -33-
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We did, however, raise$179,999 through the sale of shares of our common stock in private placement transactions exempt from the registration requirements of the United States Securities Act of 1933, as amended, during the quarter endedMay 31, 2021 . Statement of Cashflows The following table provides a summary of cash flows for the periods presented: For the three months ended May 31, 2021 May 31, 2020 Net cash used in operating activities$ (1,941,180 ) $ 38,109 Net cash used in investing activities $ (4,401 )$ (11,578 ) Net cash provided by financing activities$ 1,826,694 $ 41,514 Effect of exchange rates on cash & cash equivalents $ 57,922$ (16,053 ) Net increase (decrease) in cash and cash equivalents$ (60,965 ) $ 51,992
Cash flow used in operating activities
Net cash used in operating activities increased by$1,979,289 in the three months endedMay 31, 2021 compared to the three months endedMay 31, 2020 , primarily due to an increase in prepayment and deposit of ($2,812,004 ) (May 31, 2020 : ($1,020,797)) , increase in other receivable of ($10,307 ) (May 31, 2020 :$63,252 ), increase in inventories of ($967 ) (May 31, 2020 : $nil), decrease in accounts payable of ($170,474 ) (May 31, 2020 : ($171,481)) , decrease in lease liability of ($2,108 ) (May 31, 2020 : ($6,671)) ; offset by a decrease in account receivable of$1,415,203 (May 31, 2020 :$946,180 ), and an increase in accrual and other payable of$473,587 (May 31, 2010 :$774,884 ).
Cash flows used in investing activities
During the quarter ended
compared to the quarter ended
Cash flow generated by financing activities
During the quarter endedMay 31, 2021 , financing activities increased by$1,785,180 compared to the quarter endedMay 31, 2020 , which was primarily due to advances from stock subscription, a loan from a non-controlling stockholder and proceeds from issuance of shares of our common stock.
Off-balance sheet provisions
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. Subsequent Events
At
OnJuly 13, 2021 , the Company issued (i) 568,900 shares of our common stock at price of$5.00 per share to 17 individuals and 2 entities (ii) 45,000 shares of our common stock at$2.00 per share to 2 individuals pursuant to the exercise of warrants, (iii) 60,000 shares of our common stock at$3.00 per share to one individual pursuant to the exercise of warrants, (iv) 5,000 shares of our common stock at a deemed price of$2.00 per share to one individual pursuant to a consulting agreement, and (v) 25,000 shares of our common stock at a deemed price of$5.00 per share to one individual pursuant to a consulting agreement. -34- Table of Contents
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 Condensed 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 endedFebruary 28, 2021 .
See âCritical Accounting Policiesâ in Item 7, Management’s Discussion and Analysis of the Financial Condition and Results of Operations of our Annual Report on Form 10-K for our year ended
Recently published accounting position papers
The Company does not believe that the accounting standards recently issued but not yet in effect, if currently adopted, would have a material impact on the consolidated financial position, statements of operations and cash flows.
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