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 nine months ended
November 30, 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 November 30, 2020,
and our results of operations for the three and nine months ended November 30,
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.



                                      -23-

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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%

Finger Motion Financial Group Limited(4)            Samoa

100%

Finger Motion Financial Company Limited(5)        Hong Kong

100%

Shanghai JiuGe Business Management Co.,              PRC                 

100%

Ltd.(6)

Shanghai JiuGe Information Technology Co.,           PRC            

Contractually


Ltd.(7)                                                             controlled (7)
Beijing XunLian TianXia Technology Co.,              PRC                 

99%

Ltd.(8)


Suzhou BuGuNiao Digital Technology Co.,              PRC                 99%
Ltd.(9)




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) Finger Motion Financial Group Limited is a wholly-owned subsidiary of

FingerMotion, Inc.

(5) Finger Motion Financial Company Limited is a wholly-owned subsidiary of

Finger Motion Financial Group Limited.

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

Finger Motion (CN) Limited.

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

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

Ltd.

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

Shanghai JiuGe Information Ttechnology Co., Ltd.

(9) 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.



                                      -24-

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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.



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.

                                      -25-

   Table of Contents

Results of Operations


Three Months Ended November 30, 2020 Compared to Three Months Ended November 30, 2019





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



                                                              For the Three Months Ended
                                                        November 30, 2020       November 30, 2019
Revenue                                                $        4,881,601      $        2,692,734
Cost of revenue                                        $       (4,261,058 )    $       (2,255,274 )
Total operating expenses                               $       (1,301,974 )    $       (1,002,230 )

Total other income (expenses)                          $          (24,215 )    $           68,077
Net Loss attributable to the Company's shareholders    $         (708,153 )    $         (496,693 )
Foreign currency translation adjustment                $           94,707      $           18,003
Comprehensive loss attributable to the Company         $         (613,761 )    $         (478,690 )
Basic Loss Per Share attributable to the Company       $            (0.02 )    $            (0.02 )
Diluted Loss Per Share attributable to the Company     $            (0.02 )

   $            (0.02 )




Revenue


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





                                                    For the Three Months Ended                   Change
                                            November 30, 2020         November 30, 2019                 (%)

Telecommunication Products & Services      $          482,575              

   261,748                 84 %
SMS & MMS Business                         $        4,399,026                2,430,985                 81 %
Total Revenue                              $        4,881,601                2,692,733                 81 %




We recorded $4,881,601 in revenue for the three months period ended November 30,
2020, an increase of $2,188,868 or 81%, compared to the three months period
ended November 30, 2019.  This increase resulted from an increase in revenue of
$220,827 and $1,968,040 from our Telecommunication Products & Services and SMS &
MMS businesses, respectively. The SMS & MMS business have improved and will
continue to provide the solid revenue stream for the Company in the future. The
Company acquired the SMS & MMS business in April 2019 and have since contributed
to the total revenue. As for the Telecommunication Products & Services, we 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 payment
business, we expect that revenues will continue to grow.



Cost of Revenue



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



                                                For the Three Months Ended
                                         November 30, 2020      November 30, 2019
Telecommunication Products & Services   $          159,592     $         182,653
SMS & MMS Business                      $        4,101,466     $       2,072,620
Total Cost of Revenue                   $        4,261,058     $       2,255,273




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We recorded $4,261,058 in costs of revenue for the three months period ended
November 30, 2020, an increase of $2,005,785 or 89%, compared to the three
months period ended November 30, 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.



Gross profit (loss)


Our gross profit for the three months period ended November 30, 2020 was $620,543, an increase of $183,083 or 42%, compared to the three months period ended November 30, 2019. This increase in gross profit resulted from higher revenue and margin for the period.





Amortization & Depreciation



We recorded depreciation of $45,734 for fixed assets for the three months period
ended November 30, 2020, an increase of $33,879 or 286%, compared to the three
months period ended November 30, 2019. This increase resulted in purchase of
equipment and investment in platforms.



General & Administrative Expenses

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





                             For the Three Months Ended
                      November 30, 2020       November 30, 2019
Accounting           $          15,650       $          14,219
Consulting           $         304,277       $         280,323
Entertainment        $          37,602       $          60,927
IT                   $          16,826       $              -
Rent                 $          14,320       $          18,775
Salaries and Wages   $         338,156       $         270,667
Technical Fee        $              -        $              -
Others               $          66,719       $          21,038
Total G&A Expenses   $         793,550       $         665,949






We recorded $793,550 in general and administrative expenses for the three months
period ended November 30, 2020, an increase of $127,601 or 19%, compared to the
three months period ended November 30, 2019. The increase of consulting, and
staff salaries are principally the result of the building of our mobile payment
and SMS businesses.



Marketing Cost



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



                         For the Three Months Ended
                  November 30, 2020      November 30, 2019
Marketing Cost   $        136,960       $             -



We incurred fees of $136,960 in marketing cost in the third quarter ended November 30, 2020 for our telecommunication products and services 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
                                     November 30, 2020       November 30, 2019

Research & Development - Big Data $ 124,723 $ 96,627

We incurred fees of $124,723 in research & development for the three months period ended November 30, 2020 as compared to $96,627 for the three months period ended November 30, 2019. The increase of $28,096 or 29% was due to higher data access and usage fee charged by the telecommunications company.





The Insurtech division of the Company that focuses 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
                                   November 30, 2020       November 30, 2019

  Share compensation expenses     $         201,007       $         227,799




We incurred fees of $201,007 in share issuance for consultants in consideration
of the services which have been provided to the company for the three months
period ended November 30, 2020 as compared to $227,799 for the three months
period ended November 30, 2019.



Operating Expenses



We recorded $1,301,974 in operating expenses for the three months period ended
November 30, 2020, as compared to $1,002,230 in operating expenses for the three
months period ended November 30, 2019. The increase of $299,744 or 30%, for the
three months period ended November 30, 2020 is as set forth above.



Net Loss from Operations



As a result of the foregoing, our net loss from operations for the three month
period ended November 30, 2020 was $681,431, an increase of $116,661 or 21%,
compared to the three month period ended November 30, 2019.



                                      -28-

   Table of Contents

Nine Months Ended November 30, 2020 Compared to Nine Months Ended November 30, 2019





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



                                                               For the Nine Months Ended
                                                     November 30, 2020           November 30, 2019
Revenue                                             $       11,245,589          $        5,665,479
Cost of revenue                                     $      (10,072,216 )        $       (4,939,664 )
Total operating expenses                            $       (3,324,717 )        $       (3,080,900 )

Total other income (expenses)                       $          (93,069 )        $           79,217
Net Loss attributable to the Company's
shareholders                                        $       (2,247,253 )        $       (2,275,868 )
Foreign currency translation adjustment             $          106,446          $           22,737
Comprehensive loss attributable to the
Company                                             $       (2,141,218 )        $       (2,253,131 )
Basic Loss Per Share attributable to the
Company                                             $            (0.07 )        $            (0.09 )
Diluted Loss Per Share attributable to the
Company                                             $            (0.07 )        $            (0.09 )




                                      -29-

   Table of Contents

 Revenue


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





                                                     For the Nine Months Ended                   Change
                                            November 30, 2020         November 30, 2019                 (%)

Telecommunication Products & Services      $        1,583,461
 1,754,793               (10 %)
SMS & MMS Business                         $        9,662,128                3,910,686               147 %
Total Revenue                              $       11,245,589                5,665,479                98 %




We recorded $11,245,589 in revenue for the nine months period ended November 30,
2020, an increase of 5,580,011 or 98%, compared to the nine months period ended
November 30, 2019. This increase resulted from an increase in revenue of
$5,751,442 from our SMS & MMS business, offset in part by a decrease of $171,332
from our Telecommunication Products & Services business. The SMS & MMS business
have improved and will continue to provide the solid revenue stream for the
Company in the future. The Company acquired the SMS & MMS business in April 2019
and have since contributed to the total revenue. As for the Telecommunication
Products & Services, we 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 payment business, we expect that revenues will continue

to
grow.



Cost of Revenue



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



                                                For the Nine Months Ended
                                         November 30, 2020      November 30, 2019
Telecommunication Products & Services   $          928,451     $       1,513,799
SMS & MMS Business                      $        9,143,765     $       3,425,865
Total Cost of Revenue                   $       10,072,216     $       4,939,664




We recorded $10,072,216 in costs of revenue for the nine months period ended
November 30, 2020, an increase of $5,132,552 or 104%, compared to the nine
months period ended November 30, 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.



Gross profit (loss)


Our gross profit for the nine months period ended November 30, 2020 was $1,173,373, an increase of $447,558 or 62%, compared to the nine months period ended November 30, 2019. This increase in gross profit resulted from higher revenue and margin for the period.





Amortization & Depreciation



We recorded depreciation of $53,351 for fixed assets for the nine months period
ended November 30, 2020, an increase of $19,151 or 56%, compared to the nine
months period ended November 30, 2019. This increase resulted in purchase of
equipment and investment in platforms.



                                      -30-

   Table of Contents

General & Administrative Expenses

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





                             For the Nine Months Ended
                      November 30, 2020      November 30, 2019
Accounting           $           41,995     $         115,368
Consulting           $          844,805     $         702,951
Entertainment        $           98,264     $         193,516
IT                   $           62,408     $              -
Rent                 $           86,431     $          58,209
Salaries and Wages   $          982,735     $         587,990
Technical Fee        $           25,197     $              -
Others               $          236,731     $         218,764
Total G&A Expenses   $        2,378,566     $       1,876,798
We recorded $2,378,566 in general and administrative expenses for the nine
months period ended November 30, 2020, an increase of $501,768 or 27%, compared
to the nine months period ended November 30, 2019. The increase of consulting,
and staff salaries are principally the result of the building of our mobile

payment and SMS businesses.



Marketing Cost



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



                          For the Nine Months Ended
                  November 30, 2020      November 30, 2019
Marketing Cost   $        268,216       $             -



We incurred fees of $268,216 in marketing cost for the nine months period ended November 30, 2020 for our telecommunication products and services business.





Research & Development



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



                                             For the Nine Months Ended
                                     November 30, 2020       November 30, 2019

Research & Development - Big Data $ 351,867 $ 280,615


We incurred fees of $351,867 in research & development for the nine months
period ended November 30, 2020 as compared to $280,615for the nine months period
ended November 30, 2019. The increase of $71,252 or 25% was due to increase in
headcount for the Research & Development team and higher data access and usage
fee charged by the telecommunications company



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.



                                      -31-

   Table of Contents

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 Nine Months Ended
                                   November 30, 2020       November 30, 2019

  Share compensation expenses     $         272,717       $         889,287





We incurred fees of $272,717 in share issuance for consultants in consideration of the services which have been provided to the company for the nine months period ended November 30, 2020 as compared to $889,287 for the nine months period ended November 30, 2019.





Operating Expenses



We recorded $3,324,717 in operating expenses for the nine months period ended
November 30, 2020, as compared to $3,080,900 in operating expenses for the nine
months period ended November 30, 2019. The increase of $243,817 or 8%, for the
nine months period ended November 30, 2020 is as set forth above.



Net Loss from Operations


As a result of the foregoing, our net loss for the nine month period ended November 30, 2020 was $2,151,344, a decrease of $203,741 or 9%, compared to the nine month period ended November 30, 2019.

Liquidity and Capital Resources





At November 30, 2020, we had cash and cash equivalents of $989,103 as compared
to cash and cash equivalents of $102,919 at February 29, 2020. 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 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.



                                      -32-

   Table of Contents

During the nine month period ended November 30, 2020, we raised 1,361,000 from
the sale of shares of our common stock in private placement transactions exempt
from the registration requirements of the Securities Act of 1933, which included
common stock purchase warrants as part of some of the private placement
offerings. In addition, we raised $1,654,207 from the loans to the Company
during the nine month period ended November 30, 2020.



In addition, during the nine month period ended November 30, 2020, we received
$1,345,999.50 from subscriptions for the purchase of 897,333 units (each, a
"Unit") of the Company at a price of $1.50 per Unit from 17 individuals and 4
entities, which securities have not been issued as of November 30, 2020. Each
Unit consists of one share of common stock and one common stock purchase warrant
(each, a "Warrant") with each Warrant entitling the holder thereof to purchase
one additional share of common stock (each, a "Warrant Share") at an exercise
price of $3.00 per Warrant Share having an expiry date of two years form the
date of issuance of the Warrants. Furthermore, during the nine month period
ended November 30, 2020, we received $880,000 from subscriptions for the
purchase of 440,000 shares of our common stock at a price of $2.00 per share
from 12 individuals, which securities have not been issued as of November 30,
2020.



Statement of Cashflows



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



                                                               For the Nine Months Ended
                                                     November 30, 2020           November 30, 2019

Net cash used in operating activities               $       (4,133,370 )        $       (1,581,076 )
Net cash used in investing activities               $         (320,629 )        $          (16,291 )
Net cash provided by financing activities           $        5,226,207          $          910,729
Effect of exchange rates on cash & cash
equivalents                                         $          113,976          $           (7,261 )
Net (decrease) increase in cash and cash
equivalents                                         $          886,184          $         (693,899 )



Cash Flow used in Operating Activities





Net cash used in operating activities increased by $2,552,294 in the nine months
ended November 30, 2020 compared to the nine months ended November 30, 2019,
primarily due to increase in accounts payable of $386,507 (November 30, 2019 :
$1,342,326), decrease in prepayment and deposit of $814,310 (November 30, 2019 :
($821,236)) offset by an increase in accounts receivable of ($1,382,141)
(November 30, 2019: ($1,461,642)), increase in other receivable of ($1,278,777)
(November 30, 2019: ($359,441)), increase in inventories of ($1,380) (November
30, 2019: $Nil), decrease in accrual and other payable of ($66,702) (November
30, 2019: $1,808,777), decrease in due to related parties of ($687,515)
(November 30, 2019: ($674,584)) and decrease in lease liability of ($17,797)
(November 30, 2019: $322).


Cash Flow used in Investing Activities

During the nine months period ended November 30, 2020, investing activities increased by $304,338 compared to the nine months period ended November 30, 2019, mainly due to the increase in the purchase of equipment and investment in platforms.

Cash Flow provided by Financing Activities


During the nine months period ended November 30, 2020, financing activities
increased by $4,315,478 compared to the nine months period ended November 30,
2019, primarily due to loan from non-controlling stockholder and proceeds from
issuance of shares of our common stock.



                                      -33-

   Table of Contents

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.



Subsequent Events



On January 13, 2021, we issued 1,604,334 units (each, a "Unit") to 28
individuals and five entities due to the closing of our private placement at
$1.50 per Unit for gross proceeds of $2,406,501. 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.


On January 13, 2021, we issued 534,500 shares of our common stock to 16 individuals due to the closing of our private placement at $2.00 per share for gross proceeds of $1,069,000.

On January 13, 2021, we issued 500,000 shares of our common stock to one individual pursuant to the conversion of the outstanding convertible note at a price of $2.00 per share.

On January 13, 2021, we issued 34,103 shares of our common stock to one entity pursuant to a marketing services agreement at a deemed price of $3.90 per share.

On January 14, 2021, we issued 5,000 shares of our common stock to one individual pursuant to a consulting agreement at a deemed price of $2.00 per share.

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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