UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
| (Mark One) | |
| ☒ | Annual Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 |
| For the fiscal year ended: February 29, 2020 | |
| ☐ | Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 |
| For the transition period from ______ to _______. | |
Commission file number: 000-55477
| FINGERMOTION, INC. |
| (Exact name of registrant as specified in its charter) |
| Delaware | 20-0077155 | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification Number) |
1460 Broadway
New York, New York 10036
(Address of principal executive offices)
Registrant’s telephone number, including area code (347) 349-5339
Securities registered under Section 12(b) of the Exchange Act:
| Title of each class | Trading Symbol (s) | Name of each exchange on which registered |
| N/A | N/A | N/A |
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $0.0001 par value per share
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☐ | Smaller reporting company | ☒ |
| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes ☐ No ☒
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter ($2.58 on August 30, 2019) was approximately $33,508,919.
The registrant had 33,892,953 common shares outstanding as of July 8, 2020.
EXPLANATORY NOTE
The sole purpose of this Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended February 29, 2020, is to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T.
No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.
ITEM 15 – EXHIBITS
The following exhibits are filed as part of this Amendment No. 1 to our Annual Report on Form 10-K.
| Exhibit No. | Document | |
| 101.INS(*) | XBRL Instance Document | |
| 101.SCH(*) | XBRL Taxonomy Extension Schema Document | |
| 101.CAL(*) | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF(*) | XBRL Taxonomy Extension Definitions Linkbase Document | |
| 101.LAB(*) | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE(*) | XBRL Taxonomy Extension Presentation Linkbase Document |
Notes:
| (*) | Filed herewith. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
FINGERMOTION, INC.
| |
| Dated: July 14, 2020 | By: /s/ Martin J. Shen Martin J. Shen, Chief Executive Officer and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Dated: July 14, 2020 |
By: /s/ Martin J. Shen Martin J. Shen, Chief Executive Officer and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
Dated: July 14, 2020 |
By: /s/ Leong Yew Poh Leong Yew Poh, Director
|
Dated: July 14, 2020 |
By: /s/ Michael Chan Michael Chan, Director |
Dated: July 14, 2020 |
By: /s/ Hsien Loong Wong Hsien Loong Wong, Director |
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