Cover
Cover | 9 Months Ended |
Nov. 30, 2022 | |
Cover [Abstract] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | Amendment No. 2 |
Document Fiscal Period Focus | Q2 |
Document Fiscal Year Focus | 2023 |
Entity Registrant Name | FINGERMOTION, INC. |
Entity Central Index Key | 0001602409 |
Entity Tax Identification Number | 20-0077155 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 1460 Broadway |
Entity Address, City or Town | New York |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 10036 |
City Area Code | (347) |
City Area Code | 349-5339 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Nov. 30, 2022 | Feb. 28, 2022 | Feb. 28, 2021 |
Current Assets | |||
Cash and cash equivalents | $ 11,870,526 | $ 461,933 | $ 850,717 |
Accounts receivable | 3,784,178 | 4,875,149 | 4,099,312 |
Inventories | 1,407 | 1,401 | |
Prepayment and deposit | 4,701,668 | 3,331,342 | 646,377 |
Other receivables | 1,229,096 | 1,539,265 | 1,506,720 |
Current Assets | 21,585,468 | 10,209,096 | 7,104,527 |
Non-current Assets | |||
Equipment | 78,753 | 26,808 | 26,453 |
Intangible assets | 81,647 | 125,932 | 161,210 |
Right-of-use asset | 155,657 | 5,069 | 49,314 |
Non-current Assets | 316,057 | 157,809 | 236,977 |
TOTAL ASSETS | 21,901,525 | 10,366,905 | 7,341,504 |
Current Liabilities | |||
Accounts payable | 1,322,620 | 3,588,289 | 2,473,636 |
Accrual and other payables | 2,700,584 | 1,685,297 | 1,046,190 |
Loan payable, current portion | 544,900 | ||
Convertible notes payable, current portion | 730,000 | ||
Lease liability, current portion | 118,864 | 5,069 | 47,569 |
Total current liabilities | 4,872,068 | 5,278,655 | 4,112,295 |
Non-current Liabilities | |||
Convertible notes payable, non-current portion | 4,800,000 | ||
Loan payable, non-current portion | 1,109,307 | ||
Lease liability, non-current portion | 35,471 | 4,936 | |
Total non current liabilities | 4,835,471 | 1,114,243 | |
TOTAL LIABILITIES | 9,707,539 | 5,278,655 | 5,226,538 |
SHAREHOLDERS’ EQUITY | |||
Preferred stock, par value $.0001 per share; Authorized 1,000,000 shares; issued and outstanding -0- shares. | |||
Common Stock, par value $.0001 per share; Authorized 200,000,000 shares; issued and outstanding 42,627,260 shares and 38,903,494 issued and outstanding at February 28, 2022 and February 28, 2021 respectively | 4,632 | 4,263 | 3,890 |
Additional paid-in capital | 35,052,222 | 21,730,941 | 14,170,815 |
Additional paid-in capital - stock options | 356,328 | 356,328 | |
Accumulated deficit | (22,655,652) | (17,152,172) | (12,208,728) |
Accumulated other comprehensive income | (573,522) | 137,911 | 140,906 |
Stockholders’ equity before non-controlling interests | 12,184,008 | 5,077,271 | 2,106,883 |
Non-controlling interests | 9,978 | 10,979 | 8,083 |
TOTAL SHAREHOLDERS’ EQUITY | 12,193,986 | 5,088,250 | 2,114,966 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 21,901,525 | $ 10,366,905 | $ 7,341,504 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Nov. 30, 2022 | Feb. 28, 2022 | Feb. 28, 2021 |
Statement of Financial Position [Abstract] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Issued | 0 | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 | 0 |
Common Stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 | 200,000,000 |
Common Stock, Shares, Issued | 46,316,635 | 42,627,260 | 38,903,494 |
Common Stock, Shares, Outstanding | 46,316,635 | 42,627,260 | 38,903,494 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Operations Unaudited - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | |
Income Statement [Abstract] | ||||||
Revenue | $ 11,402,935 | $ 5,901,899 | $ 21,241,015 | $ 17,285,302 | $ 22,927,415 | $ 16,683,570 |
Cost of revenue | (10,544,321) | (4,934,824) | (19,587,546) | (15,001,674) | (20,113,294) | (15,036,876) |
Gross profit | 858,614 | 967,075 | 1,653,469 | 2,283,628 | 2,814,121 | 1,646,694 |
Amortization & Depreciation | (17,016) | (14,721) | (44,654) | (43,544) | (57,894) | (27,055) |
General & administrative expenses | (1,635,800) | (1,521,114) | (4,151,219) | (4,145,775) | (5,280,582) | (4,246,880) |
Marketing Cost | (64,012) | (240,299) | (290,592) | (384,381) | (641,917) | (364,160) |
Research & Development | (180,158) | (158,055) | (589,909) | (438,033) | (923,387) | (552,343) |
Stock compensation expenses | (823,431) | (96,891) | (1,367,909) | (579,437) | (777,576) | (640,394) |
Total operating expenses | (2,720,417) | (2,031,080) | (6,444,283) | (5,591,170) | (7,681,356) | (5,871,877) |
Net loss from operations | (1,861,803) | (1,064,005) | (4,790,814) | (3,307,542) | (4,867,235) | (4,225,183) |
Other income (expense): | ||||||
Interest income | 1,791 | 955 | 3,248 | 2,672 | 21,150 | 3,277 |
Interest expense | (195,730) | (300,207) | (172,813) | (170,141) | (273,594) | |
Exchange gain (loss) | (174) | (619) | (792) | (2,298) | (2,021) | 1,853 |
Other income | (465,802) | 26,497 | (415,916) | 78,686 | 77,699 | 107,275 |
Total other income (expense) | (659,915) | 26,833 | (713,667) | (93,753) | (73,313) | (152,891) |
Net loss before income tax | (2,521,718) | (1,037,172) | (5,504,481) | (3,401,295) | (4,940,548) | (4,378,074) |
Income tax expenses | ||||||
Net Loss | (2,521,718) | (1,037,172) | (5,504,481) | (3,401,295) | (4,940,548) | (4,378,074) |
Less: Net profit attributable to the non-controlling interest | 274 | (553) | (1,001) | 2,978 | 2,896 | 3,900 |
Net loss attributable to the Company’s shareholders | (2,521,992) | (1,036,619) | (5,503,480) | (3,404,273) | (4,943,444) | (4,381,974) |
Other comprehensive income: | ||||||
Foreign currency translation adjustments | (182,270) | 85,965 | (711,433) | 58,611 | (2,995) | 136,942 |
Comprehensive loss | (2,704,262) | (950,654) | (6,214,913) | (3,345,662) | (4,946,439) | (4,245,032) |
Less: comprehensive income (loss) attributable to non-controlling interest | (307) | 171 | (714) | 168 | 257 | 535 |
Comprehensive loss attributable to the Company | $ (2,703,955) | $ (950,825) | $ (6,214,199) | $ (3,345,830) | $ (4,946,696) | $ (4,245,567) |
NET LOSS PER SHARE | ||||||
Loss Per Share - Basic | $ (0.06) | $ (0.02) | $ (0.13) | $ (0.08) | $ (0.12) | $ (0.13) |
Loss Per Share - Diluted | $ (0.06) | $ (0.02) | $ (0.13) | $ (0.08) | $ (0.12) | $ (0.13) |
NET LOSS PER SHARE ATTRIBUTABLE TO THE COMPANY | ||||||
Weighted Average Common Shares Outstanding - Basic | 43,692,686 | 42,281,985 | 43,063,637 | 40,280,409 | 40,840,413 | 33,702,858 |
Weighted Average Common Shares Outstanding - Diluted | 43,692,686 | 42,281,985 | 43,063,637 | 40,280,409 | 40,840,413 | 33,702,858 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Statement of Shareholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Additional Paid In Capital Stock Options [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Stockholders Equity [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Feb. 29, 2020 | $ 2,585 | $ 7,521,587 | $ (7,826,754) | $ 3,964 | $ (298,618) | $ 4,183 | $ (294,435) | |
Beginning balance, shares at Feb. 29, 2020 | 25,847,953 | |||||||
Common stock issued for cash | $ 384 | 4,886,116 | 4,886,500 | $ 4,886,500 | ||||
Common stock issued for cash, shares | 3,847,334 | 12,705,541 | ||||||
Common stock issued for professional service | $ 886 | 778,147 | 779,033 | $ 779,033 | ||||
Common stock issued for professional service, shares | 8,858,207 | |||||||
Execution of convertible notes | $ 50 | 999,950 | 1,000,000 | 1,000,000 | ||||
Execution of convertible notes, shares | 500,000 | |||||||
Stock subscribed / (cancelled) | $ (15) | (14,985) | (15,000) | (15,000) | ||||
Stock subscribed / (cancelled), shares | (150,000) | |||||||
Accumulated other comprehensive income | 136,942 | 136,942 | 136,942 | |||||
Net (Loss) | (4,381,974) | (4,381,974) | 3,900 | (4,378,074) | ||||
Ending balance, value at Feb. 28, 2021 | $ 3,890 | 14,170,815 | (12,208,728) | 140,906 | 2,106,883 | 8,083 | 2,114,966 | |
Ending balance, shares at Feb. 28, 2021 | 38,903,494 | |||||||
Common stock issued for cash | $ 9 | 179,990 | 179,999 | 179,999 | ||||
Common stock issued for cash, shares | 86,666 | |||||||
Common stock issued for professional service | $ 1 | 9,999 | 10,000 | 10,000 | ||||
Common stock issued for professional service, shares | 5,000 | |||||||
Accumulated other comprehensive income | 60,184 | 60,184 | 60,184 | |||||
Net (Loss) | (911,890) | (911,890) | 2,384 | (909,506) | ||||
Ending balance, value at May. 31, 2021 | $ 3,900 | 14,360,804 | (13,120,618) | 201,090 | 1,445,176 | 10,467 | 1,455,643 | |
Ending balance, shares at May. 31, 2021 | 38,995,160 | |||||||
Beginning balance, value at Feb. 28, 2021 | $ 3,890 | 14,170,815 | (12,208,728) | 140,906 | 2,106,883 | 8,083 | 2,114,966 | |
Beginning balance, shares at Feb. 28, 2021 | 38,903,494 | |||||||
Common stock issued for cash | $ 114 | 5,114,385 | 5,114,499 | 5,114,499 | ||||
Common stock issued for cash, shares | 1,136,566 | |||||||
Common stock issued for professional service | $ 13 | 579,987 | 580,000 | 580,000 | ||||
Common stock issued for professional service, shares | 125,000 | |||||||
Execution of convertible notes | $ 248 | 1,940,752 | 1,941,000 | 1,941,000 | ||||
Execution of convertible notes, shares | 2,477,200 | |||||||
Stock subscribed / (cancelled) | $ (2) | (74,998) | (75,000) | (75,000) | ||||
Stock subscribed / (cancelled), shares | (15,000) | |||||||
Additional paid-in capital - stock options | 356,328 | 356,328 | 356,328 | |||||
Accumulated other comprehensive income | (2,995) | (2,995) | (2,995) | |||||
Net (Loss) | (4,943,444) | (4,943,444) | 2,896 | (4,940,548) | ||||
Ending balance, value at Feb. 28, 2022 | $ 4,263 | 21,730,941 | 356,328 | (17,152,172) | 137,911 | 5,077,271 | 10,979 | 5,088,250 |
Ending balance, shares at Feb. 28, 2022 | 42,627,260 | |||||||
Beginning balance, value at May. 31, 2021 | $ 3,900 | 14,360,804 | (13,120,618) | 201,090 | 1,445,176 | 10,467 | 1,455,643 | |
Beginning balance, shares at May. 31, 2021 | 38,995,160 | |||||||
Common stock issued for cash | $ 67 | 3,114,432 | 3,114,499 | 3,114,499 | ||||
Common stock issued for cash, shares | 673,900 | |||||||
Common stock issued for professional service | $ 5 | 259,995 | 260,000 | 260,000 | ||||
Common stock issued for professional service, shares | 55,000 | |||||||
Execution of convertible notes | $ 248 | 1,940,752 | 1,941,000 | 1,941,000 | ||||
Execution of convertible notes, shares | 2,477,200 | |||||||
Accumulated other comprehensive income | (87,538) | (87,538) | (87,538) | |||||
Net (Loss) | (1,455,764) | (1,455,764) | 1,147 | (1,454,617) | ||||
Ending balance, value at Aug. 31, 2021 | $ 4,220 | 19,675,983 | (14,576,382) | 113,552 | 5,217,373 | 11,614 | 5,228,987 | |
Ending balance, shares at Aug. 31, 2021 | 42,201,260 | |||||||
Common stock issued for cash | $ 28 | 1,379,972 | 1,380,000 | 1,380,000 | ||||
Common stock issued for cash, shares | 276,000 | |||||||
Common stock issued for professional service | 10,000 | 10,000 | 10,000 | |||||
Common stock issued for professional service, shares | 5,000 | |||||||
Accumulated other comprehensive income | 85,965 | 85,965 | 85,965 | |||||
Net (Loss) | (1,036,619) | (1,036,619) | (553) | (1,037,172) | ||||
Ending balance, value at Nov. 30, 2021 | $ 4,248 | 21,065,955 | (15,613,001) | 199,517 | 5,656,719 | 11,061 | 5,667,780 | |
Ending balance, shares at Nov. 30, 2021 | 42,482,260 | |||||||
Beginning balance, value at Feb. 28, 2022 | $ 4,263 | 21,730,941 | 356,328 | (17,152,172) | 137,911 | 5,077,271 | 10,979 | 5,088,250 |
Beginning balance, shares at Feb. 28, 2022 | 42,627,260 | |||||||
Common stock issued for cash | ||||||||
Common stock issued for professional service | $ 15 | 435,235 | 435,250 | 435,250 | ||||
Common stock issued for professional service, shares | 150,000 | |||||||
Accumulated other comprehensive income | (305,370) | (305,370) | (305,370) | |||||
Net (Loss) | (1,444,123) | (1,444,123) | (545) | (1,444,668) | ||||
Ending balance, value at May. 31, 2022 | $ 4,278 | 22,166,176 | 356,328 | (18,596,295) | (167,459) | 3,763,028 | 10,434 | 3,773,462 |
Ending balance, shares at May. 31, 2022 | 42,777,260 | |||||||
Common stock issued for cash | ||||||||
Common stock issued for professional service | $ 8 | 157,242 | 157,250 | 157,250 | ||||
Common stock issued for professional service, shares | 80,000 | |||||||
Accumulated other comprehensive income | (223,793) | (223,793) | (223,793) | |||||
Net (Loss) | (1,537,365) | (1,537,365) | (730) | (1,538,095) | ||||
Ending balance, value at Aug. 31, 2022 | $ 4,286 | 22,323,418 | 356,328 | (20,133,660) | (391,252) | 2,159,120 | 9,704 | 2,168,824 |
Ending balance, shares at Aug. 31, 2022 | 42,857,260 | |||||||
Common stock issued for cash | $ 308 | 12,019,692 | 12,020,000 | 12,020,000 | ||||
Common stock issued for cash, shares | 3,077,500 | |||||||
Common stock issued for professional service | $ 38 | 709,112 | 709,150 | 709,150 | ||||
Common stock issued for professional service, shares | 381,875 | |||||||
Accumulated other comprehensive income | (182,270) | (182,270) | (182,270) | |||||
Net (Loss) | (2,521,992) | (2,521,992) | 274 | (2,521,718) | ||||
Ending balance, value at Nov. 30, 2022 | $ 4,632 | $ 35,052,222 | $ 356,328 | $ (22,655,652) | $ (573,522) | $ 12,184,008 | $ 9,978 | $ 12,193,986 |
Ending balance, shares at Nov. 30, 2022 | 46,316,635 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | |
Statement of Cash Flows [Abstract] | ||||
Net (loss) | $ (5,504,481) | $ (3,401,295) | $ (4,940,548) | $ (4,378,074) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||
Share based compensation expenses | 1,635,155 | 579,437 | 777,576 | 640,394 |
Amortization and depreciation | 44,654 | 43,544 | 57,894 | 27,055 |
Impairment of intangible assets | 41,045 | |||
Gain on disposal of subsidiary | (8,298) | |||
Impairment of fixed assets | 1,261 | |||
Change in operating assets and liabilities: | ||||
(Increase) decrease in accounts receivable | 555,729 | 760,120 | (775,837) | (1,437,329) |
(Increase) decrease in prepayment and deposit | (1,695,534) | (2,798,735) | (2,684,965) | 1,975,673 |
(Increase) decrease in other receivable | 141,173 | (646,529) | (32,545) | (906,265) |
(Increase) decrease in inventories | 1,253 | (14,508) | (6) | (1,401) |
Increase (decrease) in accounts payable | (1,871,709) | (798,171) | 1,114,653 | (230,118) |
Increase (decrease) in accrual and other payables | 1,093,377 | 1,156,637 | 639,107 | 2,509 |
Increase (decrease) in due to lease liability | (1,322) | (3,191) | (3,191) | 3,191 |
Net Cash provided by (used in) operating activities | (5,600,444) | (5,122,691) | (5,847,862) | (4,271,618) |
Cash flows from investing activities | ||||
Purchase of equipment | (67,761) | (13,776) | (14,394) | (16,996) |
Purchase of intangible assets | (11,678) | (221,489) | ||
Net cash provided by (used in) investing activities | (67,761) | (13,776) | (26,072) | (238,485) |
Cash flows from financing activities | ||||
Proceed from convertible note | 5,530,000 | |||
Proceed from loan payable | 299,695 | 299,695 | 1,654,207 | |
Advances from stock subscription payables | 390,000 | |||
Common stock issued for cash | 12,020,000 | 4,674,498 | 5,114,499 | 5,886,500 |
Cancellation of shares | (15,000) | |||
Net cash provided by (used in) financing activities | 17,550,000 | 5,364,193 | 5,414,194 | 5,174,600 |
Effect of exchange rates on cash and cash equivalents | (473,202) | 38,005 | 70,956 | 83,301 |
Net change in cash | 11,408,593 | 265,731 | (388,784) | 747,798 |
Cash at beginning of period | 461,933 | 850,717 | 850,717 | 102,919 |
Cash at end of period | 11,870,526 | 1,116,448 | 461,933 | 850,717 |
Repayment to related parties | (1,351,107) | |||
Major non-cash transactions: | ||||
Conversion of loan payables to shares | 1,941,000 | 1,941,000 | ||
Supplemental disclosures of cash flow information: | ||||
Interest paid | ||||
Taxes paid | ||||
Execution of convertible notes | $ (1,000,000) |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | |
Income Statement [Abstract] | ||||||
Revenue | $ 11,402,935 | $ 5,901,899 | $ 21,241,015 | $ 17,285,302 | $ 22,927,415 | $ 16,683,570 |
Cost of revenue | (10,544,321) | (4,934,824) | (19,587,546) | (15,001,674) | (20,113,294) | (15,036,876) |
Gross profit | 858,614 | 967,075 | 1,653,469 | 2,283,628 | 2,814,121 | 1,646,694 |
Amortization & depreciation | (17,016) | (14,721) | (44,654) | (43,544) | (57,894) | (27,055) |
Impairment | (41,045) | |||||
General & administrative expenses | (1,635,800) | (1,521,114) | (4,151,219) | (4,145,775) | (5,280,582) | (4,246,880) |
Marketing cost | (64,012) | (240,299) | (290,592) | (384,381) | (641,917) | (364,160) |
Research & development | (180,158) | (158,055) | (589,909) | (438,033) | (923,387) | (552,343) |
Stock compensation expenses | (823,431) | (96,891) | (1,367,909) | (579,437) | (777,576) | (640,394) |
Total operating expenses | (2,720,417) | (2,031,080) | (6,444,283) | (5,591,170) | (7,681,356) | (5,871,877) |
Net loss from operations | (1,861,803) | (1,064,005) | (4,790,814) | (3,307,542) | (4,867,235) | (4,225,183) |
Other income (expense): | ||||||
Interest income | 1,791 | 955 | 3,248 | 2,672 | 21,150 | 3,277 |
Interest expense | (195,730) | (300,207) | (172,813) | (170,141) | (273,594) | |
Exchange rate gain (loss) | (174) | (619) | (792) | (2,298) | (2,021) | 1,853 |
Gain on disposal of subsidiary | 8,298 | |||||
Other income | (465,802) | 26,497 | (415,916) | 78,686 | 77,699 | 107,275 |
Total other income (expense) | (659,915) | 26,833 | (713,667) | (93,753) | (73,313) | (152,891) |
Net loss before income tax | (2,521,718) | (1,037,172) | (5,504,481) | (3,401,295) | (4,940,548) | (4,378,074) |
Income tax expenses | ||||||
Net Loss | (2,521,718) | (1,037,172) | (5,504,481) | (3,401,295) | (4,940,548) | (4,378,074) |
Less: Net profit attributable to the non-controlling interest | 274 | (553) | (1,001) | 2,978 | 2,896 | 3,900 |
Net loss attributable to the Company’s shareholders | (2,521,992) | (1,036,619) | (5,503,480) | (3,404,273) | (4,943,444) | (4,381,974) |
Other comprehensive income: | ||||||
Foreign currency translation adjustments | (182,270) | 85,965 | (711,433) | 58,611 | (2,995) | 136,942 |
Comprehensive loss | (2,704,262) | (950,654) | (6,214,913) | (3,345,662) | (4,946,439) | (4,245,032) |
Less: comprehensive income (loss) attributable to non-controlling interest | (307) | 171 | (714) | 168 | 257 | 535 |
Comprehensive loss attributable to the Company | $ (2,703,955) | $ (950,825) | $ (6,214,199) | $ (3,345,830) | $ (4,946,696) | $ (4,245,567) |
NET LOSS PER SHARE | ||||||
Loss Per Share - Basic | $ (0.06) | $ (0.02) | $ (0.13) | $ (0.08) | $ (0.12) | $ (0.13) |
Loss Per Share - Diluted | $ (0.06) | $ (0.02) | $ (0.13) | $ (0.08) | $ (0.12) | $ (0.13) |
NET LOSS PER SHARE ATTRIBUTABLE TO THE COMPANY | ||||||
Weighted Average Common Shares Outstanding - Basic | 43,692,686 | 42,281,985 | 43,063,637 | 40,280,409 | 40,840,413 | 33,702,858 |
Weighted Average Common Shares Outstanding - Diluted | 43,692,686 | 42,281,985 | 43,063,637 | 40,280,409 | 40,840,413 | 33,702,858 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 9 Months Ended | 12 Months Ended |
Nov. 30, 2022 | Feb. 28, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Nature of Business and Basis of Presentation | Note 1 – Nature of Business and Basis of Presentation FingerMotion, Inc. fka Property Management Corporation of America (the “Company”) was incorporated on January 23, 2014, under the laws of the State of Delaware. The Company then offered management and consulting services to residential and commercial real estate property owners who rent or lease their property to third-party tenants. The Company changed its name to FingerMotion, Inc. on July 13, 2017, after a change in control. In July 2017 the Company acquired all of the outstanding shares of Finger Motion Company Limited (“FMCL”), a Hong Kong corporation that is an information technology company which specialize in operating and publishing mobile games. Pursuant to the Share Exchange Agreement with FMCL, effective July 13, 2017 (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. At the Closing Date, the Company issued 12,000,000 600,000 The transaction was accounted for as a “reverse acquisition” since, immediately following completion of the transaction, the shareholders of FMCL effectuated control of the post-combination Company. For accounting purposes, FMCL was deemed to be the accounting acquirer in the transaction and, consequently, the transaction is treated as a recapitalization of FMCL (i.e., a capital transaction involving the issuance of shares by the Company for the shares of FMCL). Accordingly, the consolidated assets, liabilities, and results of operations of FMCL became the historical financial statements of FingerMotion, Inc. and its subsidiaries, and the Company’s assets, liabilities and results of operations were consolidated with FMCL beginning on the acquisition date. No step-up in basis or intangible assets or goodwill were recorded in this transaction. 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 in April 6, 2016. 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 JiuGe Management’s 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 JiuGe Technology. On March 7, 2019, JiuGe Technology also acquired 99% of the equity interest of Beijing XunLian (“BX”), a subsidiary that provides bulk distribution of SMS messages for JiuGe customers at discounted rates. Finger Motion Financial Company Limited was incorporated on January 24, 2020, and is 100% owned by FingerMotion, Inc. The company has been activated for the insurtech business during the last quarter of the fiscal year where the Big Data division secured its first contract and recorded revenue. Shanghai TengLian JiuJiu Information Communication Technology Co., Ltd. was incorporated on December 23, 2020, for the purpose of venturing into mobile phone sales in China. It is 99% owned by JiuGe Technology. On February 5, 2021, JiuGe Technology disposed of its 99% owned subsidiary, Suzhou BuGuNiao Digital Technology Co., Ltd which was established to venture into R&D projects. | Note 1 – Nature of Business and basis of Presentation FingerMotion, Inc. fka Property Management Corporation of America (the Company) was incorporated on January 23, 2014 under the laws of the State of Delaware. The Company then offered management and consulting services to residential and commercial real estate property owners who rent or lease their property to third party tenants. The Company changed its name to FingerMotion, Inc. on July 13, 2017 after a change in control. In July 2017 the Company acquired all of the outstanding shares of Finger Motion Company Limited (FMCL), a Hong Kong corporation that is an information technology company which specialize in operating and publishing mobile games. Pursuant to the Share Exchange Agreement with FMCL, effective July 13, 2017 (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. At the Closing Date, the Company issued 12,000,000 shares of common stock to the FMCL shareholders. In addition, the Company issued 600,000 shares to other consultants in connection with the transactions contemplated by the Share Exchange Agreement. The transaction was accounted for as a reverse acquisition since, immediately following completion of the transaction, the shareholders of FMCL effectuated control of the post-combination Company. For accounting purposes, FMCL was deemed to be the accounting acquirer in the transaction and, consequently, the transaction is treated as a recapitalization of FMCL (i.e., a capital transaction involving the issuance of shares by the Company for the shares of FMCL). Accordingly, the consolidated assets, liabilities and results of operations of FMCL became the historical financial statements of FingerMotion, Inc. and its subsidiaries, and the Companys assets, liabilities and results of operations were consolidated with FMCL beginning on the acquisition date. No step-up in basis or intangible assets or goodwill were recorded in this transaction. 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 in April 6, 2016. On October 16, 2018, the Company through its indirect wholly-owned subsidiary, Shanghai JiuGe Business Management Co., Ltd. (“JiuGe Management”), entered the VIE Agreements, pursuant to which Shanghai JiuGe Information Technology Co., Ltd. (“JiuGe Technology”) became JiuGe Management’s 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. On March 7, 2019, JiuGe Technology also acquired 99% of equity interest of Beijing XunLian (BX), a subsidiary that provides bulk distribution of SMS messages for JiuGe customers at discounted rates. Finger Motion Financial Company Limited was incorporated on January 24, 2020 and is 100% owned by FingerMotion, Inc. The company has been activated for the insurtech business during the last quarter of the fiscal year where the Big Data division secured its first contract and recorded revenue. Shanghai TengLian JiuJiu Information Communication Technology Co., Ltd. was incorporated on December 23, 2020 for the purpose of venturing into the mobile phone sales in China. It is 99% owned by JiuGe Technology. On February 5, 2021, JiuGe Technology has disposed of its 99% owned subsidiary, Suzhou BuGuNiao Digital Technology Co., Ltd which was established to venture into R&D projects. |
Nature of Business and basis of Presentation | Note 1 – Nature of Business and Basis of Presentation FingerMotion, Inc. fka Property Management Corporation of America (the “Company”) was incorporated on January 23, 2014, under the laws of the State of Delaware. The Company then offered management and consulting services to residential and commercial real estate property owners who rent or lease their property to third-party tenants. The Company changed its name to FingerMotion, Inc. on July 13, 2017, after a change in control. In July 2017 the Company acquired all of the outstanding shares of Finger Motion Company Limited (“FMCL”), a Hong Kong corporation that is an information technology company which specialize in operating and publishing mobile games. Pursuant to the Share Exchange Agreement with FMCL, effective July 13, 2017 (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. At the Closing Date, the Company issued 12,000,000 600,000 The transaction was accounted for as a “reverse acquisition” since, immediately following completion of the transaction, the shareholders of FMCL effectuated control of the post-combination Company. For accounting purposes, FMCL was deemed to be the accounting acquirer in the transaction and, consequently, the transaction is treated as a recapitalization of FMCL (i.e., a capital transaction involving the issuance of shares by the Company for the shares of FMCL). Accordingly, the consolidated assets, liabilities, and results of operations of FMCL became the historical financial statements of FingerMotion, Inc. and its subsidiaries, and the Company’s assets, liabilities and results of operations were consolidated with FMCL beginning on the acquisition date. No step-up in basis or intangible assets or goodwill were recorded in this transaction. 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 in April 6, 2016. 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 JiuGe Management’s 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 JiuGe Technology. On March 7, 2019, JiuGe Technology also acquired 99% of the equity interest of Beijing XunLian (“BX”), a subsidiary that provides bulk distribution of SMS messages for JiuGe customers at discounted rates. Finger Motion Financial Company Limited was incorporated on January 24, 2020, and is 100% owned by FingerMotion, Inc. The company has been activated for the insurtech business during the last quarter of the fiscal year where the Big Data division secured its first contract and recorded revenue. Shanghai TengLian JiuJiu Information Communication Technology Co., Ltd. was incorporated on December 23, 2020, for the purpose of venturing into mobile phone sales in China. It is 99% owned by JiuGe Technology. On February 5, 2021, JiuGe Technology disposed of its 99% owned subsidiary, Suzhou BuGuNiao Digital Technology Co., Ltd which was established to venture into R&D projects. | Note 1 – Nature of Business and basis of Presentation FingerMotion, Inc. fka Property Management Corporation of America (the Company) was incorporated on January 23, 2014 under the laws of the State of Delaware. The Company then offered management and consulting services to residential and commercial real estate property owners who rent or lease their property to third party tenants. The Company changed its name to FingerMotion, Inc. on July 13, 2017 after a change in control. In July 2017 the Company acquired all of the outstanding shares of Finger Motion Company Limited (FMCL), a Hong Kong corporation that is an information technology company which specialize in operating and publishing mobile games. Pursuant to the Share Exchange Agreement with FMCL, effective July 13, 2017 (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. At the Closing Date, the Company issued 12,000,000 shares of common stock to the FMCL shareholders. In addition, the Company issued 600,000 shares to other consultants in connection with the transactions contemplated by the Share Exchange Agreement. The transaction was accounted for as a reverse acquisition since, immediately following completion of the transaction, the shareholders of FMCL effectuated control of the post-combination Company. For accounting purposes, FMCL was deemed to be the accounting acquirer in the transaction and, consequently, the transaction is treated as a recapitalization of FMCL (i.e., a capital transaction involving the issuance of shares by the Company for the shares of FMCL). Accordingly, the consolidated assets, liabilities and results of operations of FMCL became the historical financial statements of FingerMotion, Inc. and its subsidiaries, and the Companys assets, liabilities and results of operations were consolidated with FMCL beginning on the acquisition date. No step-up in basis or intangible assets or goodwill were recorded in this transaction. 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 in April 6, 2016. On October 16, 2018, the Company through its indirect wholly-owned subsidiary, Shanghai JiuGe Business Management Co., Ltd. (“JiuGe Management”), entered the VIE Agreements, pursuant to which Shanghai JiuGe Information Technology Co., Ltd. (“JiuGe Technology”) became JiuGe Management’s 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. On March 7, 2019, JiuGe Technology also acquired 99% of equity interest of Beijing XunLian (BX), a subsidiary that provides bulk distribution of SMS messages for JiuGe customers at discounted rates. Finger Motion Financial Company Limited was incorporated on January 24, 2020 and is 100% owned by FingerMotion, Inc. The company has been activated for the insurtech business during the last quarter of the fiscal year where the Big Data division secured its first contract and recorded revenue. Shanghai TengLian JiuJiu Information Communication Technology Co., Ltd. was incorporated on December 23, 2020 for the purpose of venturing into the mobile phone sales in China. It is 99% owned by JiuGe Technology. On February 5, 2021, JiuGe Technology has disposed of its 99% owned subsidiary, Suzhou BuGuNiao Digital Technology Co., Ltd which was established to venture into R&D projects. |
Summary of Principal Accounting
Summary of Principal Accounting Policies | 9 Months Ended | 12 Months Ended |
Nov. 30, 2022 | Feb. 28, 2022 | |
Accounting Policies [Abstract] | ||
Summary of Principal Accounting Policies | Note 2 - Summary of Principal Accounting Policies Principles of Consolidation and Presentation The condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The condensed consolidated financial statements include the financial statements of the Company, and its wholly-owned subsidiaries. All intercompany accounts, transactions, and profits have been eliminated upon consolidation. Variable interest entity Pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Section 810, “Consolidation” (“ASC 810”), the Company is required to include in its consolidated financial statements, the financial statements of its variable interest entities (“VIEs”). ASC 810 requires a VIE to be consolidated if that company is subject to a majority of the risk of loss for the VIE or is entitled to receive a majority of the VIE’s residual returns. VIEs are those entities in which a company, through contractual arrangements, bears the risk of, and enjoys the rewards normally associated with ownership of the entity, and therefore the company is the primary beneficiary of the entity. Under ASC 810, a reporting entity has a controlling financial interest in a VIE, and must consolidate that VIE, if the reporting entity has both of the following characteristics: (a) the power to direct the activities of the VIE that most significantly affect the VIE’s economic performance; and (b) the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the VIE. The reporting entity’s determination of whether it has this power is not affected by the existence of kick-out rights or participating rights, unless a single enterprise, including its related parties and de - facto agents, have the unilateral ability to exercise those rights. JiuGe Technology’s actual stockholders do not hold any kick-out rights that affect the consolidation determination. Through the VIE agreements disclosed in Note 1, the Company is deemed the primary beneficiary of JiuGe Technology. Accordingly, the results of JiuGe Technology have been included in the accompanying consolidated financial statements. JiuGe Technology has no assets that are collateral for or restricted solely to settle their obligations. The creditors of JiuGe Technology do not have recourse to the Company’s general credit. The following assets and liabilities of the VIE and VIE’s subsidiaries are included in the accompanying condensed consolidated financial statements of the Company as of November 30, 2022 and February 28, 2022: Assets and liabilities of the VIE Schedule of variable interest entity November 30, 2022 February 28, 2022 (unaudited) Current assets $ 6,860,956 $ 4,503,346 Non-current assets 222,356 21,042 Total assets $ 7,083,312 $ 4,524,388 Current liabilities $ 11,613,194 $ 8,556,844 Non-current liabilities 35,471 — Total liabilities $ 11,648,665 $ 8,556,844 Assets and liabilities of the VIE’s Subsidiaries November 30, 2022 February 28, 2022 (unaudited) Current assets $ 4,303,806 $ 5,330,206 Non-current assets 7,390 9,121 Total assets $ 4,311,196 $ 5,339,327 Current liabilities $ 3,359,261 $ 4,162,414 Non-current liabilities — — Total liabilities $ 3,359,261 $ 4,162,414 Operating Result of VIE For the For the (unaudited) (unaudited) Revenue $ 11,632,351 $ 2,412,523 Cost of revenue (10,492,448 ) (727,879 ) Gross profit (loss) $ 1,139,903 $ 1,684,644 Amortization and depreciation (8,626 ) (5,961 ) General and administrative expenses (1,664,299 ) (1,702,284 ) Marketing cost (258,256 ) (321,846 ) Research & development (295,527 ) (438,033 ) Total operating expenses $ (2,226,708 ) $ (2,468,124 ) Profit (loss) from operations $ (1,086,805 ) $ (783,480 ) Interest income 3,122 2,569 Other income 64,086 13,996 Total other income (expense) $ 67,208 $ 16,565 Tax expense — — Net profit (loss) $ (1,019,597 ) $ (766,915 ) Operating Result of VIE’s Subsidiaries For the For the (unaudited) (unaudited) Revenue $ 9,358,664 $ 14,741,361 Cost of revenue (9,095,097 ) (14,003,795 ) Gross profit (loss) $ 263,567 $ 737,566 Amortization and depreciation (763 ) (719 ) General and administrative expenses (269,281 ) (441,202 ) Marketing cost (32,336 ) (62,535 ) Research & development (61,365 ) — Total operating expenses $ (363,745 ) $ (504,456 ) Profit (loss) from operations $ (100,178 ) $ 233,110 Interest income 95 41 Other income 1 64,690 Total other income (expense) $ 96 $ 64,731 Tax expense — — Net profit (loss) $ (100,082 ) $ 297,841 Use of Estimates The preparation of the Company’s financial statements in conformity with generally accepted accounting principles of the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Actual results could differ from those estimates. Certain Risks and Uncertainties The Company relies on cloud-based hosting through a global accredited hosting provider. Management believes that alternate sources are available; however, disruption or termination of this relationship could adversely affect our operating results in the near term. Identifiable Intangible Assets Identifiable intangible assets are recorded at cost and are amortized over 3 10 Impairment of Long-Lived Assets The Company classifies its long-lived assets into: (i) computer and office equipment; (ii) furniture and fixtures, (iii) leasehold improvements, and (iv) finite–lived intangible assets. Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be fully recoverable. It is possible that these assets could become impaired as a result of technology, economy, or other industry changes. If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques, including discounted cash flow models, relief from royalty income approach, quoted market values and third-party independent appraisals, as considered necessary. The Company makes various assumptions and estimates regarding estimated future cash flows and other factors in determining the fair values of the respective assets. The assumptions and estimates used to determine future values and the remaining useful lives of long-lived assets are complex and subjective. They can be affected by various factors, including external factors such as industry and economic trends, and internal factors such as the Company’s business strategy and its forecasts for specific market expansion. Accounts Receivable and Concentration of Risk Accounts receivable, net is stated at the amount the Company expects to collect, or the net realizable value. The Company provides a provision for allowances that includes returns, allowances, and doubtful accounts equal to the estimated uncollectible amounts. The Company estimates its provision for allowances based on historical collection experience and a review of the current status of trade accounts receivable. It is reasonably possible that the Company’s estimate of the provision for allowances will change. Lease Operating and finance lease right-of-use assets and lease liabilities are recognized at the commencement date based on the present value of the future lease payments over the lease term. When the rate implicit to the lease cannot be readily determined, the Company utilizes its incremental borrowing rate in determining the present value of the future lease payments. The incremental borrowing rate is derived from information available at the lease commencement date and represents the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term and amount equal to the lease payments in a similar economic environment. The right-of-use asset includes any lease payments made and lease incentives received prior to the commencement date. Operating lease right-of-use assets also include any cumulative prepaid or accrued rent when the lease payments are uneven throughout the lease term. The right-of-use assets and lease liabilities may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Cash and Cash Equivalents Cash and cash equivalents represent cash on hand, demand deposits, and other short-term highly liquid investments placed with banks, which have original maturities of three months or less and are readily convertible to known amounts of cash. Property and Equipment Property and equipment are stated at cost. Depreciation of property and equipment is provided using the straight-line method for financial reporting purposes at rates based on the estimated useful lives of the assets. Estimated useful lives range from three 3 7 Earnings Per Share Basic (loss) earnings per share is based on the weighted average number of common shares outstanding during the period while the effects of potential common shares outstanding during the period are included in diluted earnings per share. FASB Accounting Standard Codification Topic 260 (“ASC 260”), “Earnings Per Share,” requires that employee equity share options, non-vested shares and similar equity instruments granted to employees be treated as potential common shares in computing diluted earnings per share. Diluted earnings per share should be based on the actual number of options or shares granted and not yet forfeited, unless doing so would be anti-dilutive. The Company uses the “treasury stock” method for equity instruments granted in share-based payment transactions provided in ASC 260 to determine diluted earnings per share. Antidilutive securities represent potentially dilutive securities which are excluded from the computation of diluted earnings or loss per share as their impact was antidilutive. Revenue Recognition The Company adopted ASC 606, Revenue from Contracts with Customers (“ASC 606”) beginning on January 1, 2018 using the modified retrospective approach. ASC 606 establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied. The Company has assessed the impact of the guidance by reviewing its existing customer contracts and current accounting policies and practices to identify differences that will result from applying the new requirements, including the evaluation of its performance obligations, transaction price, customer payments, transfer of control and principal versus agent considerations. Based on the assessment, the Company concluded that there was no change to the timing and pattern of revenue recognition for its current revenue streams in scope of ASC 606 and therefore there was no material changes to the Company’s consolidated financial statements upon adoption of ASC 606. The Company recognizes revenue from providing hosting and integration services and licensing the use of its technology platform to its customers. The Company recognizes revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the service has been provided to the customer (for licensing, revenue is recognized when the Company’s technology is used to provide hosting and integration services); (3) the amount of fees to be paid by the customer is fixed or determinable; and (4) the collection of fees is probable. We account for our multi-element arrangements, such as instances where we design a custom website and separately offer other services such as hosting, which are recognized over the period for when services are performed. Income Taxes The Company uses the asset and liability method of accounting for income taxes in accordance with Accounting Standards Codification (“ASC”) 740, “Income Taxes” (“ASC 740”). Under this method, income tax expense is recognized as the amount of: (i) taxes payable or refundable for the current year and (ii) future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of available evidence it is more likely than not that some portion or all of the deferred tax assets will not be realized. Non-controlling interest Non-controlling interests held 1% of the shares of two of our subsidiaries are recorded as a component of our equity, separate from the Company’s equity. Purchase or sales of equity interests that do not result in a change of control are accounted for as equity transactions. Results of operations attributable to the non-controlling interest are included in our consolidated results of operations and, upon loss of control, the interest sold, as well as interest retained, if any, will be reported at fair value with any gain or loss recognized in earnings. 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. | Note 2 - Summary of Principal Accounting Policies Principles of Consolidation and Presentation The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP). The consolidated financial statements include the financial statements of the Company, and its wholly-owned subsidiaries. All intercompany accounts, transactions, and profits have been eliminated upon consolidation. Variable interest entity Pursuant to Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Section 810, Consolidation (ASC 810), the Company is required to include in its consolidated financial statements, the financial statements of its variable interest entities (VIEs). ASC 810 requires a VIE to be consolidated if that company is subject to a majority of the risk of loss for the VIE or is entitled to receive a majority of the VIEs residual returns. VIEs are those entities in which a company, through contractual arrangements, bears the risk of, and enjoys the rewards normally associated with ownership of the entity, and therefore the company is the primary beneficiary of the entity. Under ASC 810, a reporting entity has a controlling financial interest in a VIE, and must consolidate that VIE, if the reporting entity has both of the following characteristics: (a) the power to direct the activities of the VIE that most significantly affect the VIEs economic performance; and (b) the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the VIE. The reporting entitys determination of whether it has this power is not affected by the existence of kick-out rights or participating rights, unless a single enterprise, including its related parties and de - facto agents, have the unilateral ability to exercise those rights. JiuGe Technologys actual stockholders do not hold any kick-out rights that affect the consolidation determination. Through the VIE Agreements disclosed in Note 1, the Company is deemed the primary beneficiary of JiuGe Technology. Accordingly, the results of JiuGe Technology have been included in the accompanying consolidated financial statements. JiuGe Technology has no assets that are collateral for or restricted solely to settle their obligations. The creditors of JiuGe Technology do not have recourse to the Companys general credit. The following assets and liabilities of the VIE and VIEs subsidiaries are included in the accompanying consolidated financial statements of the Company as of February 28, 2022 and February 28, 2021: Assets and liabilities of the VIE Schedule of variable interest entity February 28, February 28, Current assets $ 4,503,346 $ 2,251,100 Non-current assets 21,042 45,503 Total assets $ 4,524,388 $ 2,296,603 Current liabilities $ 8,556,844 $ 4,906,955 Non-current liabilities — — Total liabilities $ 8,556,844 $ 4,906,955 Assets and liabilities of the VIE Subsidiary February 28, February 28, Current assets $ 5,330,206 $ 4,177,156 Non-current assets 9,121 — Total assets $ 5,339,327 $ 4,177,156 Current liabilities $ 4,162,414 $ 3,318,450 Non-current liabilities — — Total liabilities $ 4,162,414 $ 3,318,450 Operating Result of VIE For the Year Ended For the Year Ended Revenue $ 2,971,031 $ 1,912,012 Cost of revenue (867,154 ) (1,112,697 ) Gross profit (loss) $ 2,103,877 $ 799,315 Amortization and depreciation (7,948 ) (7,102 ) General and administrative expenses (2,313,818 ) (1,709,543 ) Marketing cost (562,637 ) (364,160 ) Research & development (583,874 ) (170,006 ) Total operating expenses $ (3,468,277 ) $ (2,250,811 ) Profit (loss) from operations $ (1,364,400 ) $ (1,451,496 ) Interest income 20,971 3,166 Other income 17,403 24,126 Total other income (expense) $ 38,374 $ 27,292 Tax expense — — Net profit (loss) $ (1,326,026 ) $ (1,424,204 ) Operating Result of VIE Subsidiary For the Year Ended For the Year Ended Revenue $ 19,824,966 $ 14,738,480 Cost of revenue (18,886,139 ) (13,924,179 ) Gross profit (loss) $ 938,827 $ 814,301 Amortization and depreciation (990 ) (713 ) General and administrative expenses (597,962 ) (432,365 ) Marketing cost (79,280 ) — Research & development (31,505 ) (55,965 ) Total operating expenses $ (709,737 ) $ (489,043 ) Profit (loss) from operations $ 229,090 $ 325,258 Interest income 83 47 Other income 60,296 64,709 Total other income (expense) $ 60,379 $ 64,756 Tax expense — — Net profit (loss) $ 289,469 $ 390,014 Use of Estimates The preparation of the Companys financial statements in conformity with generally accepted accounting principles of the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Actual results could differ from those estimates. Certain Risks and Uncertainties The Company relies on cloud-based hosting through a global accredited hosting provider. Management believes that alternate sources are available; however, disruption or termination of this relationship could adversely affect our operating results in the near-term. Identifiable Intangible Assets Identifiable intangible assets are recorded at cost and are amortized over 3 10 Impairment of Long-Lived Assets The Company classifies its long-lived assets into: (i) computer and office equipment; (ii) furniture and fixtures, (iii) leasehold improvements, and (iv) finite – lived intangible assets. Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be fully recoverable. It is possible that these assets could become impaired as a result of technology, economy or other industry changes. If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques, including discounted cash flow models, relief from royalty income approach, quoted market values and third-party independent appraisals, as considered necessary. The Company makes various assumptions and estimates regarding estimated future cash flows and other factors in determining the fair values of the respective assets. The assumptions and estimates used to determine future values and remaining useful lives of long-lived assets are complex and subjective. They can be affected by various factors, including external factors such as industry and economic trends, and internal factors such as the Companys business strategy and its forecasts for specific market expansion. Accounts Receivable and Concentration of Risk Accounts receivable, net is stated at the amount the Company expects to collect, or the net realizable value. The Company provides a provision for allowances that includes returns, allowances and doubtful accounts equal to the estimated uncollectible amounts. The Company estimates its provision for allowances based on historical collection experience and a review of the current status of trade accounts receivable. It is reasonably possible that the Companys estimate of the provision for allowances will change. Lease Operating and finance lease right-of-use assets and lease liabilities are recognized at the commencement date based on the present value of the future lease payments over the lease term. When the rate implicit to the lease cannot be readily determined, the Company utilizes its incremental borrowing rate in determining the present value of the future lease payments. The incremental borrowing rate is derived from information available at the lease commencement date and represents the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term and amount equal to the lease payments in a similar economic environment. The right-of-use asset includes any lease payments made and lease incentives received prior to the commencement date. Operating lease right-of-use assets also include any cumulative prepaid or accrued rent when the lease payments are uneven throughout the lease term. The right-of-use assets and lease liabilities may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Cash and Cash Equivalents Cash and cash equivalents represent cash on hand, demand deposits, and other short-term highly liquid investments placed with banks, which have original maturities of three months or less and are readily convertible to known amounts of cash. Property and Equipment Property and equipment are stated at cost. Depreciation of property and equipment is provided using the straight-line method for financial reporting purposes at rates based on the estimated useful lives of the assets. Estimated useful lives range from three 3 7 Earnings Per Share Basic (loss) earnings per share is based on the weighted average number of common shares outstanding during the period while the effects of potential common shares outstanding during the period are included in diluted earnings per share. FASB Accounting Standard Codification Topic 260 (ASC 260), Earnings Per Share, requires that employee equity share options, non-vested shares and similar equity instruments granted to employees be treated as potential common shares in computing diluted earnings per share. Diluted earnings per share should be based on the actual number of options or shares granted and not yet forfeited, unless doing so would be anti-dilutive. The Company uses the treasury stock method for equity instruments granted in share-based payment transactions provided in ASC 260 to determine diluted earnings per share. Antidilutive securities represent potentially dilutive securities which are excluded from the computation of diluted earnings or loss per share as their impact was antidilutive. Revenue Recognition The Company adopted ASC 606, Revenue from Contracts with Customers (ASC 606) beginning on January 1, 2018 using the modified retrospective approach. ASC 606 establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entitys contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied. The Company has assessed the impact of the guidance by reviewing its existing customer contracts and current accounting policies and practices to identify differences that will result from applying the new requirements, including the evaluation of its performance obligations, transaction price, customer payments, transfer of control and principal versus agent considerations. Based on the assessment, the Company concluded that there was no change to the timing and pattern of revenue recognition for its current revenue streams in scope of ASC 606 and therefore there was no material changes to the Companys consolidated financial statements upon adoption of ASC 606. The Company recognizes revenue from providing hosting and integration services and licensing the use of its technology platform to its customers. The Company recognizes revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the service has been provided to the customer (for licensing, revenue is recognized when the Companys technology is used to provide hosting and integration services); (3) the amount of fees to be paid by the customer is fixed or determinable; and (4) the collection of fees is probable. We account for our multi-element arrangements, such as instances where we design a custom website and separately offer other services such as hosting, which are recognized over the period for when services are performed. Income Taxes The Company uses the asset and liability method of accounting for income taxes in accordance with Accounting Standards Codification (ASC) 740, Income Taxes (ASC 740). Under this method, income tax expense is recognized as the amount of: (i) taxes payable or refundable for the current year and (ii) future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of available evidence it is more likely than not that some portion or all of the deferred tax assets will not be realized. Non-controlling interest Non-controlling interests held 1% of the shares of two of our subsidiaries are recorded as a component of our equity, separate from the Companys equity. Purchase or sales of equity interests that do not result in a change of control are accounted for as equity transactions. Results of operations attributable to the non-controlling interest are included in our consolidated results of operations and, upon loss of control, the interest sold, as well as interest retained, if any, will be reported at fair value with any gain or loss recognized in earnings. 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. |
Going Concern
Going Concern | 9 Months Ended | 12 Months Ended |
Nov. 30, 2022 | Feb. 28, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Going Concern | Note 3 - Going Concern The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of $ 22,655,652 and $ 17,152,172 as at November 30, 2022 and February 28, 2022 respectively, and had a net loss of $ 5,504,481 and $ 3,401,295 for the nine months ended November 30, 2022 and 2021, respectively. The Company’s continuation as a going concern depends on its ability to obtain additional financing to fund operations, implement its business model, and ultimately, attain profitable operations. The Company will need to secure additional funds through various means, including equity and debt financing or any similar financing. There can be no assurance that the Company can obtain additional equity or debt financing, if and when needed, on terms acceptable to the Company, or at all. Any additional equity or debt financing may involve substantial dilution to the Company’s stockholders, restrictive covenants, or high interest costs. The Company’s long-term liquidity also depends upon its ability to generate revenues and achieve profitability. | Note 3 - Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of $ 17,152,172 12,208,728 4,940,548 4,378,074 The Companys continuation as a going concern is dependent on its ability to obtain additional financing to fund operations, implement its business model, and ultimately, attain profitable operations. The Company will need to secure additional funds through various means, including equity and debt financing or any similar financing. There can be no assurance that the Company will be able to obtain additional equity or debt financing, if and when needed, on terms acceptable to the Company, or at all. Any additional equity or debt financing may involve substantial dilution to the Companys stockholders, restrictive covenants or high interest costs. The Companys long-term liquidity also depends upon its ability to generate revenues and achieve profitability. |
Revenue
Revenue | 9 Months Ended | 12 Months Ended |
Nov. 30, 2022 | Feb. 28, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Revenue | Note 4 - Revenue We recorded $ 21,241,015 and $ 17,285,302 in revenue, respectively, for the nine months ended November 30, 2022 and 2021. Schedule of revenue For the nine months ended November 30, November 30, (unaudited) (unaudited) Telecommunication Products & Services $ 14,673,364 $ 6,730,108 SMS & MMS Business 6,317,651 10,423,776 Big Data 250,000 131,418 $ 21,241,015 $ 17,285,302 | Note 4 - Revenue We recorded $22,927,415 and $16,683,570 in revenue, respectively, for the years ended February 28, 2022 and February 28, 2021. Schedule of Revenue February 28, February 28, Telecommunication Products & Services $ 8,657,277 $ 3,211,103 SMS & MMS Business 14,138,720 13,439,390 Big Data 131,418 33,077 $ 22,927,415 $ 16,683,570 |
Equipment
Equipment | 9 Months Ended | 12 Months Ended |
Nov. 30, 2022 | Feb. 28, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Equipment | Note 5 – Equipment At November 30, 2022 and February 28, 2022, the Company has the following amounts related to tangible assets: Schedule of property, plant and equipment November 30, February 28, (unaudited) Equipment $ 113,310 $ 62,347 Less: accumulated depreciation (34,557 ) (35,539 ) Net equipment $ 78,753 $ 26,808 No significant residual value is estimated for the equipment. Depreciation expenses for the nine months ended November 30, 2022 and 2021 totaled $ 12,823 and $ 10,618 , respectively. | Note 5 – Equipment At February 28, 2022 and February 28, 2021, the company has the following amounts related to tangible assets: Schedule of property plant and equipment February 28, February 28, Equipment $ 62,347 $ 47,953 Less: accumulated depreciation (35,539 ) (21,500 ) Net equipment $ 26,808 $ 26,453 No significant residual value is estimated for the equipment. Depreciation expense for the years ended February 28, 2022 and February 28, 2021 At February 28, 2022 and February 28, 2021 totaled $ 14,039 11,150 |
Intangible Assets
Intangible Assets | 9 Months Ended | 12 Months Ended |
Nov. 30, 2022 | Feb. 28, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible Assets | Note 6 – Intangible Assets At November 30, 2022 and February 28, 2022, the Company has the following amounts related to intangible assets: Schedule of intangible assets November 30, February 28, (unaudited) Licenses $ 200,000 $ 200,000 Mobile applications 207,567 233,167 407,567 433,167 Less: accumulated amortization (284,875 ) (266,190 ) Impairment of intangible assets (41,045 ) (41,045 ) Net intangible assets $ 81,647 $ 125,932 No significant residual value is estimated for these intangible assets. Amortization expenses for the nine months ended November 30, 2022 and 2021 totaled $ 31,831 and $ 32,926 , respectively. | Note 6 – Intangible Assets At February 28, 2022 and February 28, 2021, the company has the following amounts related to intangible assets: Schedule of intangible assets February 28, February 28, Licenses $ 200,000 $ 200,000 Mobile applications 233,167 221,489 433,167 421,489 Less: accumulated amortization (266,190 ) (219,234 ) Impairment of intangible assets (41,045 ) (41,045 ) Net intangible assets $ 125,932 $ 161,210 No significant residual value is estimated for these intangible assets. Amortization expense for the years ended February 28, 2022 and February 28, 2021 totaled $46,956 and $15,905, respectively. |
Prepayment and Deposit
Prepayment and Deposit | 9 Months Ended | 12 Months Ended |
Nov. 30, 2022 | Feb. 28, 2022 | |
Prepayment And Deposit | ||
Prepayment and Deposit | Note 7 – Prepayment and Deposit Prepaid expenses consist of the deposit pledge to the vendor for stock credits for resale. Our current vendors are China Unicom and China Mobile for our Telecommunication Products & Services business and our SMS & MMS business. Deposits include payments placed into the e-commerce platforms where we offer our products and services. The platforms are PinDuoDuo, Tmall, and JD.com. Schedule of prepaid expense November 30, February 28, (unaudited) Telecommunication Products & Services Deposit Paid / Prepayment $ 2,610,008 $ 2,396,550 Deposit received — — Net Prepaid expenses for Telecommunication Products & Services $ 2,610,008 $ 2,396,550 Others prepayment 1,470,009 369,256 Prepayment and deposit $ 4,080,017 $ 2,765,806 November 30, February 28, (unaudited) SMS & MMS Business Deposit Paid / Prepayment $ 621,651 $ 565,536 Deposit received Net Prepaid expenses for SMS $ 621,651 $ 565,536 Others prepayment — — Prepayment and deposit $ 621,651 $ 565,536 | Note 7 – Prepayment and Deposit Prepaid expenses consist of the deposit pledge to the vendor for stocks credits for resale. Our current vendors are China Unicom and China Mobile for our Telecommunication Products & Services business and our SMS & MMS business. Deposits also includes payments placed into the e-commerce platforms where we offer our products and services. The platforms are PinDuoDuo, Tmall and JD.com. February 28, February 28, Telecommunication Products & Services Deposit Paid / Prepayment $ 2,396,550 $ 333,646 Deposit received — — Net Prepaid expenses for Telecommunication Products & Services $ 2,396,550 $ 333,646 Others prepayment 369,256 143,288 Prepayment and deposit $ 2,765,806 $ 476,934 February 28, February 29, SMS & MMS Business Deposit Paid / Prepayment $ 565,536 $ 169,443 Deposit received Net Prepaid expenses for SMS $ 565,536 $ 169,443 Others prepayment — — Prepayment and deposit $ 565,536 $ 169,443 |
Right-of-use Asset and Lease Li
Right-of-use Asset and Lease Liability | 9 Months Ended | 12 Months Ended |
Nov. 30, 2022 | Feb. 28, 2022 | |
Right-of-use Asset And Lease Liability | ||
Right-of-use Asset and Lease Liability | Note 8 – Right-of-use Asset and Lease Liability The Company has entered into lease agreements with various third parties. The terms of operating leases are one to two years. These operating leases are included in "Right-of-use Asset" on the Company's Condensed Consolidated Balance Sheet and represent the Company’s right to use the underlying asset for the lease term. The Company’s obligations to make lease payments are included in "Lease liability" on the Company's Condensed Consolidated Balance Sheet. Additionally, the Company has entered into various short-term operating leases with an initial term of twelve months or less. These leases are not recorded on the Company's Condensed Consolidated Balance Sheet. All operating lease expense is recognized on a straight-line basis over the lease term in the nine months ended November 30, 2022. Information related to the Company's right-of-use assets and related lease liabilities were as follows: Schedule of operating leases assets and liabilities November 30, February 28, Right-of-use asset (unaudited) Right-of-use asset, net $ 155,657 $ 5,069 Lease liability Current lease liability $ 118,864 $ 5,069 Non-current lease liability 35,471 — Total lease liability $ 154,335 $ 5,069 Remaining lease term and discount rate November 30, Weighted-average remaining lease term 17 months Weighted-average discount rate 4.75 % Commitments The following table summarizes the future minimum lease payments due under the Company’s operating leases as of November 30, 2022: Schedule of future minimum lease payments due 2023 $ 123,629 Thereafter 35,791 Less: imputed interest (5,085 ) Total lease liability $ 154,335 | Note 8 – Right-of-use Asset and Lease Liability The Company has entered into lease agreements with various third parties. The terms of operating leases are one to two years. These operating leases are included in Right-of-use Asset on the Companys Consolidated Balance Sheet and represent the Companys right to use the underlying asset for the lease term. The Companys obligation to make lease payments are included in Lease liability on the Companys Consolidated Balance Sheet. Additionally, the Company has entered into various short-term operating leases with an initial term of twelve months or less. These leases are not recorded on the Companys balance sheet. All operating lease expense is recognized on a straight-line basis over the lease term in the year ended February 28, 2022. Information related to the Companys right-of-use assets and related lease liabilities were as follows: Schedule of Operating Leases assets and liabilities February 28, February 28, Right-of-use asset Right-of-use asset, net $ 5,069 $ 49,314 Lease Liability Current lease liability $ 5,069 $ 47,569 Non-current lease liability — 4,936 Total lease liability $ 5,069 $ 52,505 Remaining lease term and discount rate February 28, Weighted-average remaining lease term 2 Weighted-average discount rate 2.48 % Commitments The following table summarizes the future minimum lease payments due under the Companys operating leases as of February 28, 2022: Schedule of future minimum lease payments due 2022 $ 5,085 Thereafter — Less: imputed interest (16 ) Total lease liability $ 5,069 |
Convertible Notes Payable
Convertible Notes Payable | 9 Months Ended |
Nov. 30, 2022 | |
Convertible Notes Payable | |
Convertible Notes Payable | Note 9 - Convertible Notes Payable A Note Payable having a Face Value of $ 730,000 20 April 30, 2023 0.0001 4.00 A secured, two-year, interest-free convertible promissory note with a principal amount of $ 4,800,000 was issued on August 9, 2022 representing a funded amount of $4,000,000 and a coupon of 20% (the “Note”). The principal amount is payable commencing 180 days after the issuance in 18 consecutive monthly payments, at the option of the Company, to be made in either cash, shares of common stock of the Company, or a combination of cash and shares of the common stock of the Company. The note shall be available to be converted by the holder any time after the earlier of 6 months from the date of issuance or the date of effectiveness of the registration statement covering the applicable conversion shares into $ 0.0001 par value Common stock at $ 2.00 per share subject to adjustment as provided therein. An event of default under the Note occurred on November 4, 2022 and on November 21, 2022 pursuant to section 2.1(e) of the Note in relation to the closing of our private placements of shares of common stock in the aggregate amount of 2,887,500 shares at a price of $ 4.00 per share for gross proceeds of $ 11,550,000 (the “Private Placement Proceeds”). Section 2.2 of the Note provides for the remedies upon an event of default, which as described in the Note, the holder may at any time at its option declare the Note immediately due and payable at an amount of 110% or 120% of the outstanding principal amount (the “Mandatory Default Amount”) depending on the type of event of default. In addition, upon an event of default, subject to any applicable cure periods, the holder may (a) from time-to-time demand that all or a portion of the outstanding principal amount be converted into shares of our common stock at the lower of (i) the conversion price (currently $2.00 per share) and (ii) 80% of the average of the three (3) lowest daily VWAPs during the twenty (20) days prior to the delivery of the conversion notice, or (b) exercise or otherwise enforce any one or more of the holder’s rights, powers, privileges, remedies and interests under the Note, the Purchase Agreement, the other transaction documents or applicable law. The Mandatory Default Amount for an event of default under Section 2.1(e) of the Note is 110% of the outstanding principal amount of the Note, which is $ 5,280,000 . However, the holder has not declared the Mandatory Default Amount due and payable, which is the trigger for accelerating the Mandatory Default Amount to be due and payable. In addition, section 5.7 of the Purchase Agreement provides that if we issued any equity interests, other than “Exempted Securities” (as defined in the Purchase Agreement), for aggregate proceeds to us of greater than $10,000,000 during the term of the Purchase Agreement, excluding offering costs and other expenses, unless otherwise waived in writing by and at the discretion of the holder, we will direct 25% of such proceeds from such issuance to repay the Note. We have advised the holder that the aggregate Private Placement Proceeds exceeds $10,000,000 and the holder does not seek to waive or require payment of 25% of the proceeds as repayment of the Note. |
Common Stock
Common Stock | 9 Months Ended | 12 Months Ended |
Nov. 30, 2022 | Feb. 28, 2022 | |
Equity [Abstract] | ||
Common Stock | Note 10 - Common Stock The Company issued 12,705,541 5,665,533 8,858,207 The Company issued 500,000 2.00 1,000,000 The Company cancelled 150,000 On March 29, 2021, the Company issued 10,000 shares of our common stock at $2.00 per share to one individual pursuant to the exercise of warrants. On April 14, 2021, the Company issued 5,000 shares of our common stock at price of $2.00 per share to one individual pursuant to a consulting agreement. On May 7, 2021, the Company issued (i) 70,000 shares of our common stock at $2.00 per share to 2 individuals and one entity pursuant to the exercise of warrants, and (ii) 6,666 shares of our common stock at $3.00 to one entity pursuant to the exercise of warrants. On June 1, 2021, the Company issued 25,000 shares of our common stock at a deemed price of $5.00 per shares to one individual pursuant to a consulting agreement. On July 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 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. On November 16, 2021, the Company issued 218,000 shares of common stock at $2.50 per share and 700,000 shares of common stock at $0.50 per share to one individual pursuant to the conversion of promissory notes. On November 27, 2021, the Company issued 1,500,000 shares of common stock at $0.50 per share and 59,200 shares of common stock at $5.00 per share to one individual pursuant to the conversion of promissory notes. On October 28, 2021, the Company issued 5,000 shares of our common stock at a deemed price of $2.00 per share to one individual pursuant to a consulting agreement. On November 5, 2021, the Company issued 276,000 shares of our common stock at price of $5.00 per share to 4 individuals. On December 7, 2021, the Company issued 30,000 shares of our common stock at price of $3.00 per share to 2 individuals pursuant to the exercise of warrants. On January 7, 2022, the Company issued 55,000 shares of our common stock at a deemed price of $5.00 per share to two entities pursuant to a consulting agreement. On January 12, 2022, the company cancelled 15,000 shares of our common stock issued to 1 individual pursuant to a consulting agreement. On February 4, 2022, the Company issued 5,000 shares of our common stock at a deemed price of $5.00 per share to one entity pursuant to a consulting agreement. On February 7, 2022, the Company issued 70,000 shares of our common stock at price of $5.00 per share to 4 individuals On March 7, 2022 the Company issued 5,000 shares of our common stock at a deemed price of $5.00 per share to one entity pursuant to a consulting agreement. On March 23, 2022, the Company issued 10,000 shares of our common stock at a deemed price of $3.66 per share to one individual pursuant to a consulting agreement. On March 23, 2022, the Company issued an aggregate of 25,000 shares of our common stock at a deemed price of $2.85 per share to two individuals and one entity pursuant to consulting agreements. On April 14, 2022, the Company issued 5,000 shares of our common stock at a deemed price of $5.00 per share to one entity pursuant to a consulting agreement. On April 28, 2022, the Company issued 50,000 shares of our common stock at a deemed price of $2.61 per share to one entity pursuant to a consulting agreement. On April 28, 2022, the Company issued 5,000 shares of our common stock at a deemed price of $2.56 per share to one entity pursuant to a consulting agreement. On April 28, 2022, the Company issued 20,000 shares of our common stock at a deemed price of $2.51 per share to one individual pursuant to a consulting agreement. On May 10, 2022, the Company issued 5,000 shares of our common stock at a deemed price of $5.00 per share to one entity pursuant to a consulting agreement. On May 10, 2022, the Company issued 5,000 shares of our common stock at a deemed price of $3.66 per share to one individual pursuant to a consulting agreement. On May 12, 2022, the Company issued 20,000 shares of our common stock at a deemed price of $2.03 per share to one entity pursuant to a consulting agreement as amended. On July 5, 2022, the Company issued 5,000 shares of our common stock at a deemed price of $5.00 per share to one entity pursuant to a consulting agreement. On July 5, 2022, the Company issued an aggregate of 25,000 shares of our common stock at a deemed price of $2.85 per share to two individuals and one entity pursuant to consulting agreements. On August 3, 2022, the Company issued 50,000 shares of our common stock at a deemed price of $1.22 per share to one entity pursuant to a consulting agreement. On October 19, 2022, the Company issued an aggregate of 25,000 shares of our common stock at a deemed price of $2.85 per share to two individuals and one entity pursuant to consulting agreements. On October 19, 2022, the Company issued 20,000 shares of our common stock at a deemed price of $1.70 per share to one entity pursuant to a consulting agreement. On October 19, 2022, the Company issued 10,000 shares of our common stock at a deemed price of $3.66 per share to one individual pursuant to a consulting agreement. On October 19, 2022, the Company issued 5,000 shares of our common stock at a deemed price of $2.56 per share to one entity pursuant to a consulting agreement. On October 24, 2022, the Company issued 100,000 shares of our common stock at price of $2.00 per share to 2 individuals pursuant to the exercise of warrants. On October 24, 2022, the Company issued 70,000 shares of our common stock at price of $3.00 per share to one individual pursuant to the exercise of warrants. On November 3, 2022, the Company issued 20,000 shares of our common stock at price of $3.00 per share to 2 individuals pursuant to the exercise of warrants. On November 3, 2022, the Company issued 5,000 shares of our common stock at a deemed price of $1.70 per share to one entity pursuant to a consulting agreement. On November 3, 2022, the Company issued 25,000 shares of our common stock at a deemed price of $1.22 per share to one entity pursuant to a consulting agreement. On November 3, 2022, the Company issued 200,000 shares of our common stock at a deemed price of $0.74 per share to one individual pursuant to a consulting agreement. On November 4, 2022, the Company issued an aggregate of 1,887,500 shares of common stock at a price of $4.00 per share to eleven individuals due to the closing of its private placement at $4.00 per share for aggregate gross proceeds of $7,550,000. In connection with the closing of the private placement on November 4, 2022, the Company issued 91,875 shares of common stock at price of $4.00 per share for a total value of $367,500 to one individual as finder’s fees. On November 21, 2022, the Company issued 1,000,000 shares of common stock at a price of $4.00 per share to one entity due to the closing of its private placement at $4.00 per share for aggregate gross proceeds of $4,000,000. Stock Purchase Warrants A continuity schedule of outstanding stock purchase warrants as of November 30, 2022, and the changes during the periods, is as follows: Schedule of outstanding share purchase warrants Number of Weighted Average Balance, February 28, 2020 — $ — Issued in Connection with October 2020 Offering 488,500 $ 2.10 Issued in Connection with January 2021 Offering 1,604,334 $ 3.00 Exercised (25,000 ) $ 2.00 Balance, February 28, 2021 2,067,834 $ 2.80 Exercised (221,666 ) $ 2.44 Balance, February 28, 2022 1,846,168 $ 2.84 Issued in Connection with August 2022 Offering 3,478,261 $ 1.75 Issued in Connection with August 2022 Offering 168,000 $ 1.75 Issued in Connection with September 2022 Offering 350,000 $ 5.00 Issued in Connection with November 2022 Offering 28,312 $ 8.22 Issued in Connection with November 2022 Offering 10,000 $ 6.70 Expired (50,000 ) $ 3.00 Exercised (100,000 ) $ 2.00 Exercised (90,000 ) $ 3.00 Balance, November 30, 2022 5,640,741 $ 2.32 During Fiscal 2022 and Fiscal 2021, we received cash proceeds totaling $ 539,998 and $ 50,000 , respectively, from the exercise of stock purchase warrants. On August 9, 2022, the Company entered into a Securities Purchase Agreement with an investor (the “Investor”), pursuant to which the Company issued to the Investor a common stock purchase warrant (the “Warrant”) to acquire 3,478,261 shares of common stock of the Company, which is subject to reduction by 50% upon effectiveness of the registration statement covering the underlying shares. On October 19, 2022, the Company’s board of directors authorized a six month extension to the expiry date of the common stock purchase warrants that the Company issued on October 19, 2020 which have an expiry date of October 19, 2022 and an exercise price of $2.00 per share (the “October 2020 Warrants”). The new expiry date of the October 2020 Warrants is April 19, 2023. In addition, 50,000 stock purchase warrants at an exercise price of $3.00 per share have expired. During the quarter ended November 30, 2022, the Company received $470,000 from the exercise of warrants for the purchase of 100,000 shares of common stock of the Company at a price of $2.00 per share from 2 individuals and the purchase of 90,000 shares of common stock of the Company at a price of $3.00 per shares from 3 individuals. On November 29, 2022, the Company issued 168,000 common stock purchase warrants to purchase 168,000 shares of its common stock at a price of $1.75 per share until August 9, 2027 to The Benchmark Company, LLC (“Benchmark”) pursuant to a financial advisory agreement. On November 29, 2022, the Company issued 28,312 common stock purchase warrants to purchase 28,312 shares of its common stock at a price of $8.22 per share until November 4, 2025, to Benchmark pursuant to a financial advisory agreement. On November 29, 2022, the Company issued 10,000 common stock purchase warrants to purchase 10,000 shares of its common stock at a price of $6.70 per share until November 21, 2025, to Benchmark pursuant to a financial advisory agreement. A summary of stock purchase warrants outstanding and exercisable as of November 30, 2022 is as follows: Schedule of share purchase warrants outstanding and exercisable Number of Warrants Remaining Contractual Exercise Price Outstanding Life (Years) Expiry Date $ 2.00 188,500 0.38 19-Apr-2023 $ 3.00 1,417,668 0.12 13-Jan-2023 $ 1.75 3,646,261 4.69 9-Aug-2027 $ 5.00 350,000 1.80 19-Sep-2024 $ 8.22 28,312 2.93 4-Nov-2025 $ 6.70 10,000 2.98 21-Nov-2025 $ 2.32 5,640,741 Stock Options On December 28, 2021, we granted an aggregate of 4,545,000 stock options pursuant to our 2021 Stock Incentive Plan having an exercise price of $8.00 per share and an expiry date of five years from the date of grant to 40 individuals who were directors, officers, employees and consultants of the Company. We relied upon the exemption from registration under the U.S. Securities Act provided by Rule 903 of Regulation S promulgated under the U.S. Securities Act for the grant of stock options to individuals who are non-U.S. persons and upon the exemption from registration under Section 4(a)(2) of the U.S. Securities Act for two individuals who are U.S. persons. The stock options are all subject to vesting provisions of 20% on the date of grant and 20% on each of the first, second, third, and fourth anniversary of the date of grant. The fair value of these stock options was estimated at the date of grant, using the Black-Scholes Option Valuation Model, with the following weighted average assumptions: Schedule of valuation assumptions November 30, February 28, Expected Risk-Free Interest Rate 1.06 % 1.06 % Expected Volatility 15.27 % 15.27 % Expected Life in Years 5.0 5.0 Expected Dividend Yield — — Weighted-Average Grant Date Fair Value $ 6.46 $ 6.46 A continuity schedule of outstanding stock options as of November 30, 2022, and the changes during the nine months periods, is as follows: Schedule of stock option activity Number of Stock Options Exercise Price Balance, February 28, 2022 4,545,000 $ 8.00 Granted — — Cancelled/Forfeited (974,000 ) 8.00 Expired — — Balance, November 30, 2022 3,571,000 $ 8.00 The table below sets forth the number of issued shares and cash received upon exercise of stock options: Schedule of number of issued shares and cash received upon exercise of stock options November 30, February 28, Number of Options Exercised on Forfeiture Basis — — Number of Options Exercised on Cash Basis — — Total Number of Options Exercised — — Number of Shares Issued on Cash Exercise — — Number of Shares Issued on Forfeiture Basis — — Total Number of Shares Issued Upon Exercise of Options — — Cash Received from Exercise of Stock Options $ — $ — Total Intrinsic Value of Options Exercised $ — $ — A continuity schedule of outstanding unvested stock options at November 30, 2022, and the changes during the nine months period, is as follows: Schedule of unvested restricted stock Number of Unvested Weighted Average Stock Options Grant Date Fair Value Balance, February 28, 2021 — — Granted 4,545,000 $ 6.46 Vested (909,000 ) $ 6.46 Balance, February 28, 2022 3,636,000 $ 6.46 Granted — — Vested — — Cancel / Forfeited (779,200 ) 6.46 Balance, November 30, 2022 2,856,800 $ 6.46 Stock Options (continued) As of November 30, 2022, the aggregate intrinsic value of all outstanding stock options granted was estimated at $ 0 as the current price is lower than the strike price. A summary of stock options outstanding and exercisable as of November 30, 2022 is as follows: Schedule of stock options Options Outstanding Options Exercisable Range of Exercise Prices Outstanding at November 30, 2022 Exercise Price Weighted Average Remaining Contractual Term (Years) Exercisable at November 30, 2022 Exercise Price Weighted Average Remaining Contractual Term (Years) $ 7.00 to $ 9.00 2,856,800 $ 8.00 4.08 714,200 $ 8.00 4.08 2,856,800 $ 8.00 4.08 714,200 $ 8.00 4.08 | Note 10 - Common Stock The Company issued 12,705,541 shares of common stock for the year ended February 28, 2021 for consideration of $5,665,533, including 8,858,207 shares of common stock to consultants. The Company issued 500,000 shares of common stock at a deemed price of $2.00 per share during the fiscal year ended February 28, 2021 pursuant to the conversion of promissory notes in the aggregate amount of $1,000,000. The Company cancelled 150,000 shares of common stock during the fiscal year ended February 28, 2021 pursuant to a financial advisory service agreement. On March 29, 2021, the Company issued 10,000 shares of our common stock at $2.00 per share to one individual pursuant to the exercise of warrants. On April 14, 2021, the Company issued 5,000 shares of our common stock at price of $2.00 per share to one individual pursuant to a consulting agreement. On May 7, 2021, the Company issued (i) 70,000 shares of our common stock at $2.00 per share to 2 individuals and one entity pursuant to the exercise of warrants, and (ii) 6,666 shares of our common stock at $3.00 to one entity pursuant to the exercise of warrants. On June 1, 2021, the Company issued 25,000 shares of our common stock at a deemed price of $5.00 per shares to one individual pursuant to a consulting agreement. On July 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 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. On August 16, 2021, the Company issued 218,000 shares of common stock at $2.50 per share and 700,000 shares of common stock at $0.50 per share to one individual pursuant to the conversion of promissory notes. On August 27, 2021, the Company issued 1,500,000 shares of common stock at $0.50 per share and 59,200 shares of common stock at $5.00 per share to one individual pursuant to the conversion of promissory notes. On October 28, 2021, the Company issued 5,000 shares of our common stock at deemed price of $2.00 per share to one individual pursuant to a consulting agreement. On November 5, 2021, the Company issued 276,000 shares of our common stock at price of $5.00 per share to 4 individuals. On December 7, 2021, the Company issued 30,000 shares of our common stock at price of $3.00 per share to 2 individuals pursuant to the exercise of warrants. On January 7, 2022, the Company issued 55,000 shares of our common stock at deemed price of $5.00 per share to two entities pursuant to a consulting agreement. On January 12, 2022, the company cancelled 15,000 shares of our common stock issued to 1 individual pursuant to a consulting agreement. On February 4, 2022, the Company issued 5,000 shares of our common stock at deemed price of $5.00 per share to one entity pursuant to a consulting agreement. On February 7, 2022, the Company issued 70,000 shares of our common stock at price of $5.00 per share to 4 individuals As of February 28, 2022, and February 28, 2021, there were 42,627,260 and 38,903,494 shares of the Companys common stock issued and outstanding, and none of the preferred shares were issued and outstanding. Share Purchase Warrants A continuity schedule of outstanding share purchase warrants as at February 28, 2022, and the changes during the periods, is as follows: Schedule of outstanding share purchase warrants Number of Weighted Average Balance, February 28, 2020 - $ - Issued in Connection with October 2020 Offering 488,500 $ 2.10 Issued in connection with January 2021 Offering 1,604,334 $ 3.00 Exercised (25,000 ) $ 2.00 Balance, February 28, 2021 2,067,834 $ 2.80 Exercised (221,666 ) $ 2.44 Balance, February 28, 2022 1,846,168 $ 2.84 During Fiscal 2022 and Fiscal 2021, we received cash proceeds totaling $539,998 and $50,000, respectively, from the exercise of share purchase warrants. A summary of share purchase warrants outstanding and exercisable as at February 28, 2022 is as follows: Schedule of Summary of share purchase warrants outstanding and exercisable Number of Warrants Remaining Contractual Exercise Price Outstanding Life (Years) Expiry Date $ 2.00 288,500 0.64 October 18, 2022 $ 3.00 50,000 0.64 October 18, 2022 $ 3.00 1,507,668 0.87 January 12, 2023 $ 2.84 1,846,168 On December 28, 2021, we granted an aggregate of 4,545,500 stock options pursuant to our 2021 Stock Incentive Plan having an exercise price of $8.00 per share and an expiry date of five years from the date of grant to 40 individuals who were directors, officers, employees and consultants of the Company. We relied upon the exemption from registration under the U.S. Securities Act provided by Rule 903 of Regulation S promulgated under the U.S. Securities Act for the grant of stock options to the individuals who are non-U.S. persons, and upon the exemption from registration under Section 4(a)(2) of the U.S. Securities Act for two individuals who are U.S. persons. The stock options are all subject to vesting provisions of 20% on the date of grant and 20% on each of the first, second, third and fourth anniversary of the date of grant. The fair value of these stock options was estimated at the date of grant, using the Black-Scholes Option Valuation Model, with the following weighted average assumptions: Schedule of valuation assumptions Year Ended February 28, 2022 2021 Expected Risk Free Interest Rate 1.06 % - Expected Volatility 15.27 % - Expected Life in Years 5.0 - Expected Dividend Yield - - Weighted-Average Grant Date Fair Value $ 6.46 - A continuity schedule of outstanding stock options as at February 28, 2022, and the changes during the fiscal year periods, is as follows: Schedule of stock option activity Number of Stock Options Exercise Price Balance, February 28, 2021 - - Granted 4,545,500 $ 8.00 Cancelled/Forfeited - - Expired - - Balance, February 28, 2022 4,545,500 $ 8.00 The table below sets forth the number of shares issued and cash received upon exercise of stock options: Schedule of number of issued shares and cash received upon exercise of stock options Year Ended February 28, 2022 2021 Number of Options Exercised on Forfeiture Basis - - Number of Options Exercised on Cash Basis - - Total Number of Options Exercised - - Number of Shares Issued on Cash Exercise - - Number of Shares Issued on Forfeiture Basis - - Total Number of Shares Issued Upon Exercise of Options - - Cash Received from Exercise of Stock Options $ - $ - Total Intrinsic Value of Options Exercised $ - $ - A continuity schedule of outstanding unvested stock options at February 28, 2022, and the changes during the fiscal year periods, is as follows: Schedule of unvested restricted stock Number of Unvested Weighted Average Stock Options Grant Date Fair Value Balance, February 28, 2020 - - Granted - - Vested - - Cancelled/Forfeited - - Balance, February 28, 2021 - - Granted 4,545,500 $ 6.46 Vested (909,000 ) $ 6.46 Balance, February 28, 2022 3,636,500 $ 6.46 As at February 28, 2022, the aggregate intrinsic value of all outstanding stock options granted was estimated at $0 as the current price is lower than the strike price. A summary of stock options outstanding and exercisable as at February 28, 2022 is as follows: Schedule of Stock Options Options Outstanding Options Exercisable Range of Exercise Prices Outstanding at February 28, Exercise Price Weighted Average Remaining Contractual Term (Years) Exercisable at Exercise Price Weighted Average Remaining Contractual Term (Years) $ 7.00 9.00 4,545,500 $ 8.00 4.83 909,000 $ 8.00 4.83 4,545,500 $ 8.00 4.83 909,000 $ 8.00 4.83 |
Earnings Per Share
Earnings Per Share | 9 Months Ended | 12 Months Ended |
Nov. 30, 2022 | Feb. 28, 2022 | |
NET LOSS PER SHARE | ||
Earnings Per Share | Note 11 - Earnings Per Share The following table sets forth the computation of basic and diluted earnings per common share: Schedule of basic and diluted earnings per common share For the nine months ended November 30, November 30, Numerator - basic and diluted Net Loss $ (5,504,481 ) $ (3,401,295 ) Denominator Weighted average number of common shares outstanding —basic 43,063,637 40,280,409 Weighted average number of common shares outstanding —diluted 43,063,637 40,280,409 Loss per common share — basic $ (0.13 ) $ (0.08 ) Loss per common share — diluted $ (0.13 ) $ (0.08 ) | Note 11 - Earnings Per Share The following table sets forth the computation of basic and diluted earnings per common share: Schedule of basic and diluted earnings per common share For the years ended February 28, February 28, Numerator - basic and diluted Net Loss $ (4,940,548 ) $ (4,378,074 ) Denominator Weighted average number of common shares outstanding —basic 40,840,413 33,702,858 Weighted average number of common shares outstanding —diluted 40,840,413 33,702,858 Loss per common share — basic $ (0.12 ) $ (0.13 ) Loss per common share — diluted $ (0.12 ) $ (0.13 ) |
Income Taxes
Income Taxes | 9 Months Ended | 12 Months Ended |
Nov. 30, 2022 | Feb. 28, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | Note 12 - Income Taxes The Company and its subsidiaries file separate income tax returns. The United States of America FingerMotion, Inc. is incorporated in the State of Delaware in the U.S. and is subject to a U.S. federal corporate income tax of 21 %. The Company generated a taxable loss for the nine months ended November 30, 2022 and 2021. Hong Kong Finger Motion Company Limited is incorporated in Hong Kong and Hong Kong’s profits tax rate is 16.5 %. Finger Motion Company Limited did not earn any income that was derived in Hong Kong for the nine months ended November 30, 2022 and 2021. The People’s Republic of China (PRC) JiuGe Management, JiuGe Technology, Beijing XunLian and Shanghai TengLian JiuJiu were incorporated in the People’s Republic of China and subject to PRC income tax at 25 Income tax mainly consists of foreign income tax at statutory rates and the effects of permanent and temporary differences. The Company’s effective income tax rates for the nine months ended November 30, 2022 and 2021 are as follows: Schedule of effective income tax rate reconciliation For the nine months ended November 30, November 30, (unaudited) (unaudited) U.S. statutory tax rate 21.0 % 21.0 % Foreign income not registered in the U.S. (21.0 %) (21.0 %) PRC profit tax rate 25.0 % 25.0 % Changes in valuation allowance and others (25.0 %) (25.0 %) Effective tax rate 0.0 % 0.0 % At November 30, 2022 and February 28, 2022, the Company has a deferred tax asset of $ 1,375,870 and $ 1,235,861 , resulting from certain net operating losses in U.S., respectively. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the periods in which those net operating losses are available. The Company considers projected future taxable income and tax planning strategies in making its assessment. At present, the Company concludes that it is more-likely-than-not that the Company will be able to realize all of its tax benefits in the near future and therefore a valuation allowance has been provided for the full value of the deferred tax asset. A valuation allowance will be maintained until sufficient positive evidence exists to support the reversal of any portion or all of the valuation allowance. At November 30, 2022 and February 28, 2022, the valuation allowance was $ 1,375,870 and $ 1,235,861 , respectively. Schedule of deferred tax assets and liabilities November 30, February 28, (unaudited) Deferred tax asset from operating losses carry-forwards $ 1,375,870 $ 1,235,861 Valuation allowance (1,375,870 ) (1,235,861 ) Deferred tax asset, net $ — $ — | Note 12 - Income Taxes The Company and its subsidiaries file separate income tax returns. The United States of America FingerMotion, Inc. is incorporated in the State of Delaware in the U.S. and is subject to a U.S. federal corporate income tax of 21 Hong Kong Finger Motion Company Limited is incorporated in Hong Kong and Hong Kongs profits tax rate is 16.5 The Peoples Republic of China (PRC) JiuGe Management, JiuGe Technology and Beijing XunLian were incorporated in the Peoples Republic of China and subject to PRC income tax at 25 Income tax mainly consists of foreign income tax at statutory rates and the effects of permanent and temporary differences. The Companys effective income tax rates for the years ended February 28, 2022 and February 28, 2021 are as follows: Schedule of effective income tax rate reconciliation February 28, February 28, U.S. statutory tax rate 21.0 % 21.0 % Foreign income not registered in the U.S. (21.0 %) (21.0 %) PRC profit tax rate 25.0 % 25.0 % Changes in valuation allowance and others (25.0 %) (25.0 %) Effective tax rate 0.0 % 0.0 % At February 28, 2022 and February 28, 2021, the Company has a deferred tax asset of $ 1,235,861 1,095,494 1,235,861 1,095,494 Schedule of deferred tax assets and liabilities February 28, February 28, Deferred tax asset from operating losses carry-forwards $ 1,235,861 $ 1,095,494 Valuation allowance (1,235,861 ) (1,095,494 ) Deferred tax asset, net $ — $ — |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Nov. 30, 2022 | Feb. 28, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 13 - Commitments and Contingencies On August 9, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the Investor, pursuant to which the Company issued to the Investor the Note in the principal amount of $ 4,800,000 and the Warrant to acquire 3,478,261 shares of common stock of the Company (each, a “Warrant Share”). A total of $4,000,000 was funded under the Note (representing the principal amount less a coupon of 20%). The conversion price of the Note is equal to $2.00, subject to customary adjustments, however, if new securities, other than exempted securities, are issued by the Company at a price less than the conversion price, the conversion price shall be reduced to such price. An event of default under the Note occurred on November 4, 2022 and on November 21, 2022 pursuant to section 2.1(e) of the Note in relation to the closing of our private placements of shares of common stock in the aggregate amount of 2,887,500 shares at a price of $ 4.00 per share for gross proceeds of $ 11,550,000 (the “Private Placement Proceeds”). Section 2.2 of the Note provides for the remedies upon an event of default, which as described in the Note, the holder may at any time at its option declare the Note immediately due and payable at an amount of 110% or 120% of the outstanding principal amount (the “Mandatory Default Amount”) depending on the type of event of default. In addition, upon an event of default, subject to any applicable cure periods, the holder may (a) from time-to-time demand that all or a portion of the outstanding principal amount be converted into shares of our common stock at the lower of (i) the conversion price (currently $2.00 per share) and (ii) 80% of the average of the three (3) lowest daily VWAPs during the twenty (20) days prior to the delivery of the conversion notice, or (b) exercise or otherwise enforce any one or more of the holder’s rights, powers, privileges, remedies and interests under the Note, the Purchase Agreement, the other transaction documents or applicable law. The Mandatory Default Amount for an event of default under Section 2.1(e) of the Note is 110% of the outstanding principal amount of the Note, which is $ 5,280,000 . However, the holder has not declared the Mandatory Default Amount due and payable, which is the trigger for accelerating the Mandatory Default Amount to be due and payable. In addition, section 5.7 of the Purchase Agreement provides that if we issued any equity interests, other than “Exempted Securities” (as defined in the Purchase Agreement), for aggregate proceeds to us of greater than $10,000,000 during the term of the Purchase Agreement, excluding offering costs and other expenses, unless otherwise waived in writing by and at the discretion of the holder, we will direct 25% of such proceeds from such issuance to repay the Note. We have advised the holder that the aggregate Private Placement Proceeds exceeds $10,000,000 and the holder does not seek to waive or require payment of 25% of the proceeds as repayment of the Note. Legal proceedings The Company is not aware of any material outstanding claim and litigation against them. | Note 14 - Commitments and Contingencies Legal proceedings The Company is not aware of any material outstanding claim and litigation against it. |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Nov. 30, 2022 | Feb. 28, 2022 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 14 - Subsequent Events Except for the above, the Company has determined that it does not have any material subsequent events to disclose in these consolidated financial statements. | Note 15 – Subsequent Events Except for the above, the Company has determined that it does not have any material subsequent events to disclose in these consolidated financial statements. |
Loan Payable
Loan Payable | 12 Months Ended |
Feb. 28, 2022 | |
Debt Disclosure [Abstract] | |
Loan Payable | Note 9 – Loan Payable The following table summarizes loan principal due by the Company as of February 28, 2022: Schedule of loan payable Lender Term February 28, February 28, Liew Yow Ming From April 8, 2020 April 7, 2022 $ — $ 758,063 Liew Yow Ming From April 16, 2020 April 15, 2022 — 351,244 Liew Yow Ming From July 29, 2020 July 28, 2021 — 544,900 Liew Yow Ming From August 1, 2021 January 31, 2022 — — $ — $ 1,654,207 Current portion $ — $ 544,900 Non-current portion $ — $ 1,109,307 Liew Yow Ming is a non-controlling stockholder of the Company. Loans from Mr. Liew Yow Ming were fixed at rate of 20% per annum. Interest expenses incurred on loans payable for the year ended February 28, 2022 and February 28, 2021 were $ 170,141 242,756 On July 28, 2021, the Company has received a conversion notice from Liew Yow Ming for the conversion of the note to convert all US$ 545,000 218,000 On July 29, 2021, the Company has received a conversion notice from Liew Yow Ming for the conversion of the note to convert all US$ 350,000 700,000 On August 27, 2021, the Company has received a conversion notice from Liew Yow Ming for the conversion of the note to convert all US$ 750,000 1,500,000 On August 27, 2021, the Company has received a conversion notice from Liew Yow Ming for the conversion of the note to convert all US$ 296,000 59,200 |
Related Parties Transaction
Related Parties Transaction | 12 Months Ended |
Feb. 28, 2022 | |
Related Party Transactions [Abstract] | |
Related Parties Transaction | Note 13 - Related Parties Transaction Name of related parties Relationship with the Company Mr Liew Yow Ming Non-controlling Stockholder b) The Company had the following related party balances at February 28, 2021 and February 28, 2022: Schedule of related parties transactions February 28, February 28, Loan payables Mr. Liew Yow Ming $ — $ 1,654,207 Loans from Mr. Liew Yow Ming are fixed at an interest rate of 20% per annum with a fixed repayment term. Interest expenses incurred were $ 170,141 242,756 |
Summary of Principal Accounti_2
Summary of Principal Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Nov. 30, 2022 | Feb. 28, 2022 | |
Accounting Policies [Abstract] | ||
Principles of Consolidation and Presentation | Principles of Consolidation and Presentation The condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The condensed consolidated financial statements include the financial statements of the Company, and its wholly-owned subsidiaries. All intercompany accounts, transactions, and profits have been eliminated upon consolidation. | Principles of Consolidation and Presentation The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP). The consolidated financial statements include the financial statements of the Company, and its wholly-owned subsidiaries. All intercompany accounts, transactions, and profits have been eliminated upon consolidation. |
Variable interest entity | Variable interest entity Pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Section 810, “Consolidation” (“ASC 810”), the Company is required to include in its consolidated financial statements, the financial statements of its variable interest entities (“VIEs”). ASC 810 requires a VIE to be consolidated if that company is subject to a majority of the risk of loss for the VIE or is entitled to receive a majority of the VIE’s residual returns. VIEs are those entities in which a company, through contractual arrangements, bears the risk of, and enjoys the rewards normally associated with ownership of the entity, and therefore the company is the primary beneficiary of the entity. Under ASC 810, a reporting entity has a controlling financial interest in a VIE, and must consolidate that VIE, if the reporting entity has both of the following characteristics: (a) the power to direct the activities of the VIE that most significantly affect the VIE’s economic performance; and (b) the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the VIE. The reporting entity’s determination of whether it has this power is not affected by the existence of kick-out rights or participating rights, unless a single enterprise, including its related parties and de - facto agents, have the unilateral ability to exercise those rights. JiuGe Technology’s actual stockholders do not hold any kick-out rights that affect the consolidation determination. Through the VIE agreements disclosed in Note 1, the Company is deemed the primary beneficiary of JiuGe Technology. Accordingly, the results of JiuGe Technology have been included in the accompanying consolidated financial statements. JiuGe Technology has no assets that are collateral for or restricted solely to settle their obligations. The creditors of JiuGe Technology do not have recourse to the Company’s general credit. The following assets and liabilities of the VIE and VIE’s subsidiaries are included in the accompanying condensed consolidated financial statements of the Company as of November 30, 2022 and February 28, 2022: Assets and liabilities of the VIE Schedule of variable interest entity November 30, 2022 February 28, 2022 (unaudited) Current assets $ 6,860,956 $ 4,503,346 Non-current assets 222,356 21,042 Total assets $ 7,083,312 $ 4,524,388 Current liabilities $ 11,613,194 $ 8,556,844 Non-current liabilities 35,471 — Total liabilities $ 11,648,665 $ 8,556,844 Assets and liabilities of the VIE’s Subsidiaries November 30, 2022 February 28, 2022 (unaudited) Current assets $ 4,303,806 $ 5,330,206 Non-current assets 7,390 9,121 Total assets $ 4,311,196 $ 5,339,327 Current liabilities $ 3,359,261 $ 4,162,414 Non-current liabilities — — Total liabilities $ 3,359,261 $ 4,162,414 Operating Result of VIE For the For the (unaudited) (unaudited) Revenue $ 11,632,351 $ 2,412,523 Cost of revenue (10,492,448 ) (727,879 ) Gross profit (loss) $ 1,139,903 $ 1,684,644 Amortization and depreciation (8,626 ) (5,961 ) General and administrative expenses (1,664,299 ) (1,702,284 ) Marketing cost (258,256 ) (321,846 ) Research & development (295,527 ) (438,033 ) Total operating expenses $ (2,226,708 ) $ (2,468,124 ) Profit (loss) from operations $ (1,086,805 ) $ (783,480 ) Interest income 3,122 2,569 Other income 64,086 13,996 Total other income (expense) $ 67,208 $ 16,565 Tax expense — — Net profit (loss) $ (1,019,597 ) $ (766,915 ) Operating Result of VIE’s Subsidiaries For the For the (unaudited) (unaudited) Revenue $ 9,358,664 $ 14,741,361 Cost of revenue (9,095,097 ) (14,003,795 ) Gross profit (loss) $ 263,567 $ 737,566 Amortization and depreciation (763 ) (719 ) General and administrative expenses (269,281 ) (441,202 ) Marketing cost (32,336 ) (62,535 ) Research & development (61,365 ) — Total operating expenses $ (363,745 ) $ (504,456 ) Profit (loss) from operations $ (100,178 ) $ 233,110 Interest income 95 41 Other income 1 64,690 Total other income (expense) $ 96 $ 64,731 Tax expense — — Net profit (loss) $ (100,082 ) $ 297,841 | Variable interest entity Pursuant to Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Section 810, Consolidation (ASC 810), the Company is required to include in its consolidated financial statements, the financial statements of its variable interest entities (VIEs). ASC 810 requires a VIE to be consolidated if that company is subject to a majority of the risk of loss for the VIE or is entitled to receive a majority of the VIEs residual returns. VIEs are those entities in which a company, through contractual arrangements, bears the risk of, and enjoys the rewards normally associated with ownership of the entity, and therefore the company is the primary beneficiary of the entity. Under ASC 810, a reporting entity has a controlling financial interest in a VIE, and must consolidate that VIE, if the reporting entity has both of the following characteristics: (a) the power to direct the activities of the VIE that most significantly affect the VIEs economic performance; and (b) the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the VIE. The reporting entitys determination of whether it has this power is not affected by the existence of kick-out rights or participating rights, unless a single enterprise, including its related parties and de - facto agents, have the unilateral ability to exercise those rights. JiuGe Technologys actual stockholders do not hold any kick-out rights that affect the consolidation determination. Through the VIE Agreements disclosed in Note 1, the Company is deemed the primary beneficiary of JiuGe Technology. Accordingly, the results of JiuGe Technology have been included in the accompanying consolidated financial statements. JiuGe Technology has no assets that are collateral for or restricted solely to settle their obligations. The creditors of JiuGe Technology do not have recourse to the Companys general credit. The following assets and liabilities of the VIE and VIEs subsidiaries are included in the accompanying consolidated financial statements of the Company as of February 28, 2022 and February 28, 2021: Assets and liabilities of the VIE Schedule of variable interest entity February 28, February 28, Current assets $ 4,503,346 $ 2,251,100 Non-current assets 21,042 45,503 Total assets $ 4,524,388 $ 2,296,603 Current liabilities $ 8,556,844 $ 4,906,955 Non-current liabilities — — Total liabilities $ 8,556,844 $ 4,906,955 Assets and liabilities of the VIE Subsidiary February 28, February 28, Current assets $ 5,330,206 $ 4,177,156 Non-current assets 9,121 — Total assets $ 5,339,327 $ 4,177,156 Current liabilities $ 4,162,414 $ 3,318,450 Non-current liabilities — — Total liabilities $ 4,162,414 $ 3,318,450 Operating Result of VIE For the Year Ended For the Year Ended Revenue $ 2,971,031 $ 1,912,012 Cost of revenue (867,154 ) (1,112,697 ) Gross profit (loss) $ 2,103,877 $ 799,315 Amortization and depreciation (7,948 ) (7,102 ) General and administrative expenses (2,313,818 ) (1,709,543 ) Marketing cost (562,637 ) (364,160 ) Research & development (583,874 ) (170,006 ) Total operating expenses $ (3,468,277 ) $ (2,250,811 ) Profit (loss) from operations $ (1,364,400 ) $ (1,451,496 ) Interest income 20,971 3,166 Other income 17,403 24,126 Total other income (expense) $ 38,374 $ 27,292 Tax expense — — Net profit (loss) $ (1,326,026 ) $ (1,424,204 ) Operating Result of VIE Subsidiary For the Year Ended For the Year Ended Revenue $ 19,824,966 $ 14,738,480 Cost of revenue (18,886,139 ) (13,924,179 ) Gross profit (loss) $ 938,827 $ 814,301 Amortization and depreciation (990 ) (713 ) General and administrative expenses (597,962 ) (432,365 ) Marketing cost (79,280 ) — Research & development (31,505 ) (55,965 ) Total operating expenses $ (709,737 ) $ (489,043 ) Profit (loss) from operations $ 229,090 $ 325,258 Interest income 83 47 Other income 60,296 64,709 Total other income (expense) $ 60,379 $ 64,756 Tax expense — — Net profit (loss) $ 289,469 $ 390,014 |
Use of Estimates | Use of Estimates The preparation of the Company’s financial statements in conformity with generally accepted accounting principles of the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Actual results could differ from those estimates. | Use of Estimates The preparation of the Companys financial statements in conformity with generally accepted accounting principles of the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Actual results could differ from those estimates. |
Certain Risks and Uncertainties | Certain Risks and Uncertainties The Company relies on cloud-based hosting through a global accredited hosting provider. Management believes that alternate sources are available; however, disruption or termination of this relationship could adversely affect our operating results in the near term. | Certain Risks and Uncertainties The Company relies on cloud-based hosting through a global accredited hosting provider. Management believes that alternate sources are available; however, disruption or termination of this relationship could adversely affect our operating results in the near-term. |
Identifiable Intangible Assets | Identifiable Intangible Assets Identifiable intangible assets are recorded at cost and are amortized over 3 10 | Identifiable Intangible Assets Identifiable intangible assets are recorded at cost and are amortized over 3 10 |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company classifies its long-lived assets into: (i) computer and office equipment; (ii) furniture and fixtures, (iii) leasehold improvements, and (iv) finite–lived intangible assets. Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be fully recoverable. It is possible that these assets could become impaired as a result of technology, economy, or other industry changes. If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques, including discounted cash flow models, relief from royalty income approach, quoted market values and third-party independent appraisals, as considered necessary. The Company makes various assumptions and estimates regarding estimated future cash flows and other factors in determining the fair values of the respective assets. The assumptions and estimates used to determine future values and the remaining useful lives of long-lived assets are complex and subjective. They can be affected by various factors, including external factors such as industry and economic trends, and internal factors such as the Company’s business strategy and its forecasts for specific market expansion. | Impairment of Long-Lived Assets The Company classifies its long-lived assets into: (i) computer and office equipment; (ii) furniture and fixtures, (iii) leasehold improvements, and (iv) finite – lived intangible assets. Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be fully recoverable. It is possible that these assets could become impaired as a result of technology, economy or other industry changes. If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques, including discounted cash flow models, relief from royalty income approach, quoted market values and third-party independent appraisals, as considered necessary. The Company makes various assumptions and estimates regarding estimated future cash flows and other factors in determining the fair values of the respective assets. The assumptions and estimates used to determine future values and remaining useful lives of long-lived assets are complex and subjective. They can be affected by various factors, including external factors such as industry and economic trends, and internal factors such as the Companys business strategy and its forecasts for specific market expansion. |
Accounts Receivable and Concentration of Risk | Accounts Receivable and Concentration of Risk Accounts receivable, net is stated at the amount the Company expects to collect, or the net realizable value. The Company provides a provision for allowances that includes returns, allowances, and doubtful accounts equal to the estimated uncollectible amounts. The Company estimates its provision for allowances based on historical collection experience and a review of the current status of trade accounts receivable. It is reasonably possible that the Company’s estimate of the provision for allowances will change. | Accounts Receivable and Concentration of Risk Accounts receivable, net is stated at the amount the Company expects to collect, or the net realizable value. The Company provides a provision for allowances that includes returns, allowances and doubtful accounts equal to the estimated uncollectible amounts. The Company estimates its provision for allowances based on historical collection experience and a review of the current status of trade accounts receivable. It is reasonably possible that the Companys estimate of the provision for allowances will change. |
Lease | Lease Operating and finance lease right-of-use assets and lease liabilities are recognized at the commencement date based on the present value of the future lease payments over the lease term. When the rate implicit to the lease cannot be readily determined, the Company utilizes its incremental borrowing rate in determining the present value of the future lease payments. The incremental borrowing rate is derived from information available at the lease commencement date and represents the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term and amount equal to the lease payments in a similar economic environment. The right-of-use asset includes any lease payments made and lease incentives received prior to the commencement date. Operating lease right-of-use assets also include any cumulative prepaid or accrued rent when the lease payments are uneven throughout the lease term. The right-of-use assets and lease liabilities may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. | Lease Operating and finance lease right-of-use assets and lease liabilities are recognized at the commencement date based on the present value of the future lease payments over the lease term. When the rate implicit to the lease cannot be readily determined, the Company utilizes its incremental borrowing rate in determining the present value of the future lease payments. The incremental borrowing rate is derived from information available at the lease commencement date and represents the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term and amount equal to the lease payments in a similar economic environment. The right-of-use asset includes any lease payments made and lease incentives received prior to the commencement date. Operating lease right-of-use assets also include any cumulative prepaid or accrued rent when the lease payments are uneven throughout the lease term. The right-of-use assets and lease liabilities may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents represent cash on hand, demand deposits, and other short-term highly liquid investments placed with banks, which have original maturities of three months or less and are readily convertible to known amounts of cash. | Cash and Cash Equivalents Cash and cash equivalents represent cash on hand, demand deposits, and other short-term highly liquid investments placed with banks, which have original maturities of three months or less and are readily convertible to known amounts of cash. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Depreciation of property and equipment is provided using the straight-line method for financial reporting purposes at rates based on the estimated useful lives of the assets. Estimated useful lives range from three 3 7 | Property and Equipment Property and equipment are stated at cost. Depreciation of property and equipment is provided using the straight-line method for financial reporting purposes at rates based on the estimated useful lives of the assets. Estimated useful lives range from three 3 7 |
Earnings Per Share | Earnings Per Share Basic (loss) earnings per share is based on the weighted average number of common shares outstanding during the period while the effects of potential common shares outstanding during the period are included in diluted earnings per share. FASB Accounting Standard Codification Topic 260 (“ASC 260”), “Earnings Per Share,” requires that employee equity share options, non-vested shares and similar equity instruments granted to employees be treated as potential common shares in computing diluted earnings per share. Diluted earnings per share should be based on the actual number of options or shares granted and not yet forfeited, unless doing so would be anti-dilutive. The Company uses the “treasury stock” method for equity instruments granted in share-based payment transactions provided in ASC 260 to determine diluted earnings per share. Antidilutive securities represent potentially dilutive securities which are excluded from the computation of diluted earnings or loss per share as their impact was antidilutive. | Earnings Per Share Basic (loss) earnings per share is based on the weighted average number of common shares outstanding during the period while the effects of potential common shares outstanding during the period are included in diluted earnings per share. FASB Accounting Standard Codification Topic 260 (ASC 260), Earnings Per Share, requires that employee equity share options, non-vested shares and similar equity instruments granted to employees be treated as potential common shares in computing diluted earnings per share. Diluted earnings per share should be based on the actual number of options or shares granted and not yet forfeited, unless doing so would be anti-dilutive. The Company uses the treasury stock method for equity instruments granted in share-based payment transactions provided in ASC 260 to determine diluted earnings per share. Antidilutive securities represent potentially dilutive securities which are excluded from the computation of diluted earnings or loss per share as their impact was antidilutive. |
Revenue Recognition | Revenue Recognition The Company adopted ASC 606, Revenue from Contracts with Customers (“ASC 606”) beginning on January 1, 2018 using the modified retrospective approach. ASC 606 establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied. The Company has assessed the impact of the guidance by reviewing its existing customer contracts and current accounting policies and practices to identify differences that will result from applying the new requirements, including the evaluation of its performance obligations, transaction price, customer payments, transfer of control and principal versus agent considerations. Based on the assessment, the Company concluded that there was no change to the timing and pattern of revenue recognition for its current revenue streams in scope of ASC 606 and therefore there was no material changes to the Company’s consolidated financial statements upon adoption of ASC 606. The Company recognizes revenue from providing hosting and integration services and licensing the use of its technology platform to its customers. The Company recognizes revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the service has been provided to the customer (for licensing, revenue is recognized when the Company’s technology is used to provide hosting and integration services); (3) the amount of fees to be paid by the customer is fixed or determinable; and (4) the collection of fees is probable. We account for our multi-element arrangements, such as instances where we design a custom website and separately offer other services such as hosting, which are recognized over the period for when services are performed. | Revenue Recognition The Company adopted ASC 606, Revenue from Contracts with Customers (ASC 606) beginning on January 1, 2018 using the modified retrospective approach. ASC 606 establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entitys contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied. The Company has assessed the impact of the guidance by reviewing its existing customer contracts and current accounting policies and practices to identify differences that will result from applying the new requirements, including the evaluation of its performance obligations, transaction price, customer payments, transfer of control and principal versus agent considerations. Based on the assessment, the Company concluded that there was no change to the timing and pattern of revenue recognition for its current revenue streams in scope of ASC 606 and therefore there was no material changes to the Companys consolidated financial statements upon adoption of ASC 606. The Company recognizes revenue from providing hosting and integration services and licensing the use of its technology platform to its customers. The Company recognizes revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the service has been provided to the customer (for licensing, revenue is recognized when the Companys technology is used to provide hosting and integration services); (3) the amount of fees to be paid by the customer is fixed or determinable; and (4) the collection of fees is probable. We account for our multi-element arrangements, such as instances where we design a custom website and separately offer other services such as hosting, which are recognized over the period for when services are performed. |
Income Taxes | Income Taxes The Company uses the asset and liability method of accounting for income taxes in accordance with Accounting Standards Codification (“ASC”) 740, “Income Taxes” (“ASC 740”). Under this method, income tax expense is recognized as the amount of: (i) taxes payable or refundable for the current year and (ii) future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of available evidence it is more likely than not that some portion or all of the deferred tax assets will not be realized. | Income Taxes The Company uses the asset and liability method of accounting for income taxes in accordance with Accounting Standards Codification (ASC) 740, Income Taxes (ASC 740). Under this method, income tax expense is recognized as the amount of: (i) taxes payable or refundable for the current year and (ii) future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of available evidence it is more likely than not that some portion or all of the deferred tax assets will not be realized. |
Non-controlling interest | Non-controlling interest Non-controlling interests held 1% of the shares of two of our subsidiaries are recorded as a component of our equity, separate from the Company’s equity. Purchase or sales of equity interests that do not result in a change of control are accounted for as equity transactions. Results of operations attributable to the non-controlling interest are included in our consolidated results of operations and, upon loss of control, the interest sold, as well as interest retained, if any, will be reported at fair value with any gain or loss recognized in earnings. | Non-controlling interest Non-controlling interests held 1% of the shares of two of our subsidiaries are recorded as a component of our equity, separate from the Companys equity. Purchase or sales of equity interests that do not result in a change of control are accounted for as equity transactions. Results of operations attributable to the non-controlling interest are included in our consolidated results of operations and, upon loss of control, the interest sold, as well as interest retained, if any, will be reported at fair value with any gain or loss recognized in earnings. |
Recently Issued Accounting Pronouncements | 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. | 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. |
Summary of Principal Accounti_3
Summary of Principal Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Nov. 30, 2022 | Feb. 28, 2022 | |
Accounting Policies [Abstract] | ||
Schedule of variable interest entity | Schedule of variable interest entity November 30, 2022 February 28, 2022 (unaudited) Current assets $ 6,860,956 $ 4,503,346 Non-current assets 222,356 21,042 Total assets $ 7,083,312 $ 4,524,388 Current liabilities $ 11,613,194 $ 8,556,844 Non-current liabilities 35,471 — Total liabilities $ 11,648,665 $ 8,556,844 Assets and liabilities of the VIE’s Subsidiaries November 30, 2022 February 28, 2022 (unaudited) Current assets $ 4,303,806 $ 5,330,206 Non-current assets 7,390 9,121 Total assets $ 4,311,196 $ 5,339,327 Current liabilities $ 3,359,261 $ 4,162,414 Non-current liabilities — — Total liabilities $ 3,359,261 $ 4,162,414 Operating Result of VIE For the For the (unaudited) (unaudited) Revenue $ 11,632,351 $ 2,412,523 Cost of revenue (10,492,448 ) (727,879 ) Gross profit (loss) $ 1,139,903 $ 1,684,644 Amortization and depreciation (8,626 ) (5,961 ) General and administrative expenses (1,664,299 ) (1,702,284 ) Marketing cost (258,256 ) (321,846 ) Research & development (295,527 ) (438,033 ) Total operating expenses $ (2,226,708 ) $ (2,468,124 ) Profit (loss) from operations $ (1,086,805 ) $ (783,480 ) Interest income 3,122 2,569 Other income 64,086 13,996 Total other income (expense) $ 67,208 $ 16,565 Tax expense — — Net profit (loss) $ (1,019,597 ) $ (766,915 ) Operating Result of VIE’s Subsidiaries For the For the (unaudited) (unaudited) Revenue $ 9,358,664 $ 14,741,361 Cost of revenue (9,095,097 ) (14,003,795 ) Gross profit (loss) $ 263,567 $ 737,566 Amortization and depreciation (763 ) (719 ) General and administrative expenses (269,281 ) (441,202 ) Marketing cost (32,336 ) (62,535 ) Research & development (61,365 ) — Total operating expenses $ (363,745 ) $ (504,456 ) Profit (loss) from operations $ (100,178 ) $ 233,110 Interest income 95 41 Other income 1 64,690 Total other income (expense) $ 96 $ 64,731 Tax expense — — Net profit (loss) $ (100,082 ) $ 297,841 | Schedule of variable interest entity February 28, February 28, Current assets $ 4,503,346 $ 2,251,100 Non-current assets 21,042 45,503 Total assets $ 4,524,388 $ 2,296,603 Current liabilities $ 8,556,844 $ 4,906,955 Non-current liabilities — — Total liabilities $ 8,556,844 $ 4,906,955 Assets and liabilities of the VIE Subsidiary February 28, February 28, Current assets $ 5,330,206 $ 4,177,156 Non-current assets 9,121 — Total assets $ 5,339,327 $ 4,177,156 Current liabilities $ 4,162,414 $ 3,318,450 Non-current liabilities — — Total liabilities $ 4,162,414 $ 3,318,450 Operating Result of VIE For the Year Ended For the Year Ended Revenue $ 2,971,031 $ 1,912,012 Cost of revenue (867,154 ) (1,112,697 ) Gross profit (loss) $ 2,103,877 $ 799,315 Amortization and depreciation (7,948 ) (7,102 ) General and administrative expenses (2,313,818 ) (1,709,543 ) Marketing cost (562,637 ) (364,160 ) Research & development (583,874 ) (170,006 ) Total operating expenses $ (3,468,277 ) $ (2,250,811 ) Profit (loss) from operations $ (1,364,400 ) $ (1,451,496 ) Interest income 20,971 3,166 Other income 17,403 24,126 Total other income (expense) $ 38,374 $ 27,292 Tax expense — — Net profit (loss) $ (1,326,026 ) $ (1,424,204 ) Operating Result of VIE Subsidiary For the Year Ended For the Year Ended Revenue $ 19,824,966 $ 14,738,480 Cost of revenue (18,886,139 ) (13,924,179 ) Gross profit (loss) $ 938,827 $ 814,301 Amortization and depreciation (990 ) (713 ) General and administrative expenses (597,962 ) (432,365 ) Marketing cost (79,280 ) — Research & development (31,505 ) (55,965 ) Total operating expenses $ (709,737 ) $ (489,043 ) Profit (loss) from operations $ 229,090 $ 325,258 Interest income 83 47 Other income 60,296 64,709 Total other income (expense) $ 60,379 $ 64,756 Tax expense — — Net profit (loss) $ 289,469 $ 390,014 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended | 12 Months Ended |
Nov. 30, 2022 | Feb. 28, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Schedule of Revenue | Schedule of revenue For the nine months ended November 30, November 30, (unaudited) (unaudited) Telecommunication Products & Services $ 14,673,364 $ 6,730,108 SMS & MMS Business 6,317,651 10,423,776 Big Data 250,000 131,418 $ 21,241,015 $ 17,285,302 | Schedule of Revenue February 28, February 28, Telecommunication Products & Services $ 8,657,277 $ 3,211,103 SMS & MMS Business 14,138,720 13,439,390 Big Data 131,418 33,077 $ 22,927,415 $ 16,683,570 |
Equipment (Tables)
Equipment (Tables) | 9 Months Ended | 12 Months Ended |
Nov. 30, 2022 | Feb. 28, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of property plant and equipment | Schedule of property, plant and equipment November 30, February 28, (unaudited) Equipment $ 113,310 $ 62,347 Less: accumulated depreciation (34,557 ) (35,539 ) Net equipment $ 78,753 $ 26,808 | Schedule of property plant and equipment February 28, February 28, Equipment $ 62,347 $ 47,953 Less: accumulated depreciation (35,539 ) (21,500 ) Net equipment $ 26,808 $ 26,453 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended | 12 Months Ended |
Nov. 30, 2022 | Feb. 28, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of intangible assets | Schedule of intangible assets November 30, February 28, (unaudited) Licenses $ 200,000 $ 200,000 Mobile applications 207,567 233,167 407,567 433,167 Less: accumulated amortization (284,875 ) (266,190 ) Impairment of intangible assets (41,045 ) (41,045 ) Net intangible assets $ 81,647 $ 125,932 | Schedule of intangible assets February 28, February 28, Licenses $ 200,000 $ 200,000 Mobile applications 233,167 221,489 433,167 421,489 Less: accumulated amortization (266,190 ) (219,234 ) Impairment of intangible assets (41,045 ) (41,045 ) Net intangible assets $ 125,932 $ 161,210 |
Prepayment and Deposit (Tables)
Prepayment and Deposit (Tables) | 9 Months Ended | 12 Months Ended |
Nov. 30, 2022 | Feb. 28, 2022 | |
Prepayment And Deposit | ||
Schedule of prepaid expense | Schedule of prepaid expense November 30, February 28, (unaudited) Telecommunication Products & Services Deposit Paid / Prepayment $ 2,610,008 $ 2,396,550 Deposit received — — Net Prepaid expenses for Telecommunication Products & Services $ 2,610,008 $ 2,396,550 Others prepayment 1,470,009 369,256 Prepayment and deposit $ 4,080,017 $ 2,765,806 November 30, February 28, (unaudited) SMS & MMS Business Deposit Paid / Prepayment $ 621,651 $ 565,536 Deposit received Net Prepaid expenses for SMS $ 621,651 $ 565,536 Others prepayment — — Prepayment and deposit $ 621,651 $ 565,536 | February 28, February 28, Telecommunication Products & Services Deposit Paid / Prepayment $ 2,396,550 $ 333,646 Deposit received — — Net Prepaid expenses for Telecommunication Products & Services $ 2,396,550 $ 333,646 Others prepayment 369,256 143,288 Prepayment and deposit $ 2,765,806 $ 476,934 February 28, February 29, SMS & MMS Business Deposit Paid / Prepayment $ 565,536 $ 169,443 Deposit received Net Prepaid expenses for SMS $ 565,536 $ 169,443 Others prepayment — — Prepayment and deposit $ 565,536 $ 169,443 |
Right-of-use Asset and Lease _2
Right-of-use Asset and Lease Liability (Tables) | 9 Months Ended | 12 Months Ended |
Nov. 30, 2022 | Feb. 28, 2022 | |
Right-of-use Asset And Lease Liability | ||
Schedule of Operating Leases assets and liabilities | Schedule of operating leases assets and liabilities November 30, February 28, Right-of-use asset (unaudited) Right-of-use asset, net $ 155,657 $ 5,069 Lease liability Current lease liability $ 118,864 $ 5,069 Non-current lease liability 35,471 — Total lease liability $ 154,335 $ 5,069 Remaining lease term and discount rate November 30, Weighted-average remaining lease term 17 months Weighted-average discount rate 4.75 % | Schedule of Operating Leases assets and liabilities February 28, February 28, Right-of-use asset Right-of-use asset, net $ 5,069 $ 49,314 Lease Liability Current lease liability $ 5,069 $ 47,569 Non-current lease liability — 4,936 Total lease liability $ 5,069 $ 52,505 Remaining lease term and discount rate February 28, Weighted-average remaining lease term 2 Weighted-average discount rate 2.48 % |
Schedule of future minimum lease payments due | Schedule of future minimum lease payments due 2023 $ 123,629 Thereafter 35,791 Less: imputed interest (5,085 ) Total lease liability $ 154,335 | Schedule of future minimum lease payments due 2022 $ 5,085 Thereafter — Less: imputed interest (16 ) Total lease liability $ 5,069 |
Common Stock (Tables)
Common Stock (Tables) | 9 Months Ended | 12 Months Ended |
Nov. 30, 2022 | Feb. 28, 2022 | |
Equity [Abstract] | ||
Schedule of outstanding share purchase warrants | Schedule of outstanding share purchase warrants Number of Weighted Average Balance, February 28, 2020 — $ — Issued in Connection with October 2020 Offering 488,500 $ 2.10 Issued in Connection with January 2021 Offering 1,604,334 $ 3.00 Exercised (25,000 ) $ 2.00 Balance, February 28, 2021 2,067,834 $ 2.80 Exercised (221,666 ) $ 2.44 Balance, February 28, 2022 1,846,168 $ 2.84 Issued in Connection with August 2022 Offering 3,478,261 $ 1.75 Issued in Connection with August 2022 Offering 168,000 $ 1.75 Issued in Connection with September 2022 Offering 350,000 $ 5.00 Issued in Connection with November 2022 Offering 28,312 $ 8.22 Issued in Connection with November 2022 Offering 10,000 $ 6.70 Expired (50,000 ) $ 3.00 Exercised (100,000 ) $ 2.00 Exercised (90,000 ) $ 3.00 Balance, November 30, 2022 5,640,741 $ 2.32 | Schedule of outstanding share purchase warrants Number of Weighted Average Balance, February 28, 2020 - $ - Issued in Connection with October 2020 Offering 488,500 $ 2.10 Issued in connection with January 2021 Offering 1,604,334 $ 3.00 Exercised (25,000 ) $ 2.00 Balance, February 28, 2021 2,067,834 $ 2.80 Exercised (221,666 ) $ 2.44 Balance, February 28, 2022 1,846,168 $ 2.84 |
Schedule of Summary of share purchase warrants outstanding and exercisable | Schedule of share purchase warrants outstanding and exercisable Number of Warrants Remaining Contractual Exercise Price Outstanding Life (Years) Expiry Date $ 2.00 188,500 0.38 19-Apr-2023 $ 3.00 1,417,668 0.12 13-Jan-2023 $ 1.75 3,646,261 4.69 9-Aug-2027 $ 5.00 350,000 1.80 19-Sep-2024 $ 8.22 28,312 2.93 4-Nov-2025 $ 6.70 10,000 2.98 21-Nov-2025 $ 2.32 5,640,741 | Schedule of Summary of share purchase warrants outstanding and exercisable Number of Warrants Remaining Contractual Exercise Price Outstanding Life (Years) Expiry Date $ 2.00 288,500 0.64 October 18, 2022 $ 3.00 50,000 0.64 October 18, 2022 $ 3.00 1,507,668 0.87 January 12, 2023 $ 2.84 1,846,168 |
Schedule of valuation assumptions | Schedule of valuation assumptions November 30, February 28, Expected Risk-Free Interest Rate 1.06 % 1.06 % Expected Volatility 15.27 % 15.27 % Expected Life in Years 5.0 5.0 Expected Dividend Yield — — Weighted-Average Grant Date Fair Value $ 6.46 $ 6.46 | Schedule of valuation assumptions Year Ended February 28, 2022 2021 Expected Risk Free Interest Rate 1.06 % - Expected Volatility 15.27 % - Expected Life in Years 5.0 - Expected Dividend Yield - - Weighted-Average Grant Date Fair Value $ 6.46 - |
Schedule of stock option activity | Schedule of stock option activity Number of Stock Options Exercise Price Balance, February 28, 2022 4,545,000 $ 8.00 Granted — — Cancelled/Forfeited (974,000 ) 8.00 Expired — — Balance, November 30, 2022 3,571,000 $ 8.00 | Schedule of stock option activity Number of Stock Options Exercise Price Balance, February 28, 2021 - - Granted 4,545,500 $ 8.00 Cancelled/Forfeited - - Expired - - Balance, February 28, 2022 4,545,500 $ 8.00 |
Schedule of number of issued shares and cash received upon exercise of stock options | Schedule of number of issued shares and cash received upon exercise of stock options November 30, February 28, Number of Options Exercised on Forfeiture Basis — — Number of Options Exercised on Cash Basis — — Total Number of Options Exercised — — Number of Shares Issued on Cash Exercise — — Number of Shares Issued on Forfeiture Basis — — Total Number of Shares Issued Upon Exercise of Options — — Cash Received from Exercise of Stock Options $ — $ — Total Intrinsic Value of Options Exercised $ — $ — | Schedule of number of issued shares and cash received upon exercise of stock options Year Ended February 28, 2022 2021 Number of Options Exercised on Forfeiture Basis - - Number of Options Exercised on Cash Basis - - Total Number of Options Exercised - - Number of Shares Issued on Cash Exercise - - Number of Shares Issued on Forfeiture Basis - - Total Number of Shares Issued Upon Exercise of Options - - Cash Received from Exercise of Stock Options $ - $ - Total Intrinsic Value of Options Exercised $ - $ - |
Schedule of unvested restricted stock | Schedule of unvested restricted stock Number of Unvested Weighted Average Stock Options Grant Date Fair Value Balance, February 28, 2021 — — Granted 4,545,000 $ 6.46 Vested (909,000 ) $ 6.46 Balance, February 28, 2022 3,636,000 $ 6.46 Granted — — Vested — — Cancel / Forfeited (779,200 ) 6.46 Balance, November 30, 2022 2,856,800 $ 6.46 | Schedule of unvested restricted stock Number of Unvested Weighted Average Stock Options Grant Date Fair Value Balance, February 28, 2020 - - Granted - - Vested - - Cancelled/Forfeited - - Balance, February 28, 2021 - - Granted 4,545,500 $ 6.46 Vested (909,000 ) $ 6.46 Balance, February 28, 2022 3,636,500 $ 6.46 |
Schedule of Stock Options | Schedule of stock options Options Outstanding Options Exercisable Range of Exercise Prices Outstanding at November 30, 2022 Exercise Price Weighted Average Remaining Contractual Term (Years) Exercisable at November 30, 2022 Exercise Price Weighted Average Remaining Contractual Term (Years) $ 7.00 to $ 9.00 2,856,800 $ 8.00 4.08 714,200 $ 8.00 4.08 2,856,800 $ 8.00 4.08 714,200 $ 8.00 4.08 | Schedule of Stock Options Options Outstanding Options Exercisable Range of Exercise Prices Outstanding at February 28, Exercise Price Weighted Average Remaining Contractual Term (Years) Exercisable at Exercise Price Weighted Average Remaining Contractual Term (Years) $ 7.00 9.00 4,545,500 $ 8.00 4.83 909,000 $ 8.00 4.83 4,545,500 $ 8.00 4.83 909,000 $ 8.00 4.83 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended | 12 Months Ended |
Nov. 30, 2022 | Feb. 28, 2022 | |
NET LOSS PER SHARE | ||
Schedule of basic and diluted earnings per common share | Schedule of basic and diluted earnings per common share For the nine months ended November 30, November 30, Numerator - basic and diluted Net Loss $ (5,504,481 ) $ (3,401,295 ) Denominator Weighted average number of common shares outstanding —basic 43,063,637 40,280,409 Weighted average number of common shares outstanding —diluted 43,063,637 40,280,409 Loss per common share — basic $ (0.13 ) $ (0.08 ) Loss per common share — diluted $ (0.13 ) $ (0.08 ) | Schedule of basic and diluted earnings per common share For the years ended February 28, February 28, Numerator - basic and diluted Net Loss $ (4,940,548 ) $ (4,378,074 ) Denominator Weighted average number of common shares outstanding —basic 40,840,413 33,702,858 Weighted average number of common shares outstanding —diluted 40,840,413 33,702,858 Loss per common share — basic $ (0.12 ) $ (0.13 ) Loss per common share — diluted $ (0.12 ) $ (0.13 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended | 12 Months Ended |
Nov. 30, 2022 | Feb. 28, 2022 | |
Income Tax Disclosure [Abstract] | ||
Schedule of effective income tax rate reconciliation | Schedule of effective income tax rate reconciliation For the nine months ended November 30, November 30, (unaudited) (unaudited) U.S. statutory tax rate 21.0 % 21.0 % Foreign income not registered in the U.S. (21.0 %) (21.0 %) PRC profit tax rate 25.0 % 25.0 % Changes in valuation allowance and others (25.0 %) (25.0 %) Effective tax rate 0.0 % 0.0 % | Schedule of effective income tax rate reconciliation February 28, February 28, U.S. statutory tax rate 21.0 % 21.0 % Foreign income not registered in the U.S. (21.0 %) (21.0 %) PRC profit tax rate 25.0 % 25.0 % Changes in valuation allowance and others (25.0 %) (25.0 %) Effective tax rate 0.0 % 0.0 % |
Schedule of deferred tax assets and liabilities | Schedule of deferred tax assets and liabilities November 30, February 28, (unaudited) Deferred tax asset from operating losses carry-forwards $ 1,375,870 $ 1,235,861 Valuation allowance (1,375,870 ) (1,235,861 ) Deferred tax asset, net $ — $ — | Schedule of deferred tax assets and liabilities February 28, February 28, Deferred tax asset from operating losses carry-forwards $ 1,235,861 $ 1,095,494 Valuation allowance (1,235,861 ) (1,095,494 ) Deferred tax asset, net $ — $ — |
Loan Payable (Tables)
Loan Payable (Tables) | 12 Months Ended |
Feb. 28, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of loan payable | Schedule of loan payable Lender Term February 28, February 28, Liew Yow Ming From April 8, 2020 April 7, 2022 $ — $ 758,063 Liew Yow Ming From April 16, 2020 April 15, 2022 — 351,244 Liew Yow Ming From July 29, 2020 July 28, 2021 — 544,900 Liew Yow Ming From August 1, 2021 January 31, 2022 — — $ — $ 1,654,207 Current portion $ — $ 544,900 Non-current portion $ — $ 1,109,307 |
Related Parties Transaction (Ta
Related Parties Transaction (Tables) | 12 Months Ended |
Feb. 28, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of related parties transactions | Schedule of related parties transactions February 28, February 28, Loan payables Mr. Liew Yow Ming $ — $ 1,654,207 |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation (Details Narrative) - shares | 12 Months Ended | |
Jul. 13, 2017 | Feb. 28, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||
Shares Issued | 12,705,541 | |
Share Distribution [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Shares Issued | 600,000 | |
Finger Motion Company Limited [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Shares Issued | 12,000,000 |
Summary of Principal Accounti_4
Summary of Principal Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | |
Current assets | $ 21,585,468 | $ 21,585,468 | $ 10,209,096 | $ 7,104,527 | ||
Non-current assets | 316,057 | 316,057 | 157,809 | 236,977 | ||
Total assets | 21,901,525 | 21,901,525 | 10,366,905 | 7,341,504 | ||
Current liabilities | 4,872,068 | 4,872,068 | 5,278,655 | 4,112,295 | ||
Non-current liabilities | 4,835,471 | 4,835,471 | 1,114,243 | |||
Total liabilities | 9,707,539 | 9,707,539 | 5,278,655 | 5,226,538 | ||
Cost of revenue | (10,544,321) | $ (4,934,824) | (19,587,546) | $ (15,001,674) | (20,113,294) | (15,036,876) |
Gross profit (loss) | 858,614 | 967,075 | 1,653,469 | 2,283,628 | 2,814,121 | 1,646,694 |
Amortization & depreciation | (17,016) | (14,721) | (44,654) | (43,544) | (57,894) | (27,055) |
General and administrative expenses | (1,635,800) | (1,521,114) | (4,151,219) | (4,145,775) | (5,280,582) | (4,246,880) |
Marketing cost | (64,012) | (240,299) | (290,592) | (384,381) | (641,917) | (364,160) |
Research & development | (180,158) | (158,055) | (589,909) | (438,033) | (923,387) | (552,343) |
Total operating expenses | 2,720,417 | 2,031,080 | 6,444,283 | 5,591,170 | 7,681,356 | 5,871,877 |
Profit (loss) from operations | (1,861,803) | (1,064,005) | (4,790,814) | (3,307,542) | (4,867,235) | (4,225,183) |
Interest income | 1,791 | 955 | 3,248 | 2,672 | 21,150 | 3,277 |
Other income | (465,802) | 26,497 | (415,916) | 78,686 | 77,699 | 107,275 |
Tax expense | ||||||
Net profit (loss) | (2,521,992) | $ (1,036,619) | (5,503,480) | (3,404,273) | (4,943,444) | (4,381,974) |
Variable Interest Entity, Primary Beneficiary [Member] | ||||||
Current assets | 6,860,956 | 6,860,956 | 4,503,346 | 2,251,100 | ||
Non-current assets | 222,356 | 222,356 | 21,042 | 45,503 | ||
Total assets | 7,083,312 | 7,083,312 | 4,524,388 | 2,296,603 | ||
Current liabilities | 11,613,194 | 11,613,194 | 8,556,844 | 4,906,955 | ||
Non-current liabilities | 35,471 | 35,471 | ||||
Total liabilities | 11,648,665 | 11,648,665 | 8,556,844 | 4,906,955 | ||
Revenue | 11,632,351 | 2,412,523 | 2,971,031 | 1,912,012 | ||
Cost of revenue | (10,492,448) | (727,879) | (867,154) | (1,112,697) | ||
Gross profit (loss) | 1,139,903 | 1,684,644 | 2,103,877 | 799,315 | ||
Amortization & depreciation | (8,626) | (5,961) | (7,948) | (7,102) | ||
General and administrative expenses | (1,664,299) | (1,702,284) | (2,313,818) | (1,709,543) | ||
Marketing cost | (258,256) | (321,846) | (562,637) | (364,160) | ||
Research & development | (295,527) | (438,033) | (583,874) | (170,006) | ||
Total operating expenses | (2,226,708) | (2,468,124) | (3,468,277) | (2,250,811) | ||
Profit (loss) from operations | (1,086,805) | (783,480) | (1,364,400) | (1,451,496) | ||
Interest income | 3,122 | 2,569 | 20,971 | 3,166 | ||
Other income | 64,086 | 13,996 | 17,403 | 24,126 | ||
Total other income (expense) | 67,208 | 16,565 | 38,374 | 27,292 | ||
Tax expense | ||||||
Net profit (loss) | (1,019,597) | (766,915) | (1,326,026) | (1,424,204) | ||
Variable Interest Entity, Not Primary Beneficiary [Member] | ||||||
Current assets | 4,303,806 | 4,303,806 | 5,330,206 | 4,177,156 | ||
Non-current assets | 7,390 | 7,390 | 9,121 | |||
Total assets | 4,311,196 | 4,311,196 | 5,339,327 | 4,177,156 | ||
Current liabilities | 3,359,261 | 3,359,261 | 4,162,414 | 3,318,450 | ||
Non-current liabilities | ||||||
Total liabilities | $ 3,359,261 | 3,359,261 | 4,162,414 | 3,318,450 | ||
Revenue | 9,358,664 | 14,741,361 | 19,824,966 | 14,738,480 | ||
Cost of revenue | (9,095,097) | (14,003,795) | (18,886,139) | (13,924,179) | ||
Gross profit (loss) | 263,567 | 737,566 | 938,827 | 814,301 | ||
Amortization & depreciation | (763) | (719) | (990) | (713) | ||
General and administrative expenses | (269,281) | (441,202) | (597,962) | (432,365) | ||
Marketing cost | (32,336) | (62,535) | (79,280) | |||
Research & development | (61,365) | (31,505) | (55,965) | |||
Total operating expenses | (363,745) | (504,456) | (709,737) | (489,043) | ||
Profit (loss) from operations | (100,178) | 233,110 | 229,090 | 325,258 | ||
Interest income | 95 | 41 | 83 | 47 | ||
Other income | 1 | 64,690 | 60,296 | 64,709 | ||
Total other income (expense) | 96 | 64,731 | 60,379 | 64,756 | ||
Tax expense | ||||||
Net profit (loss) | $ (100,082) | $ 297,841 | $ 289,469 | $ 390,014 |
Summary of Principal Accounti_5
Summary of Principal Accounting Policies (Details Narrative) | 9 Months Ended | 12 Months Ended |
Nov. 30, 2022 | Feb. 28, 2022 | |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 3 years | 3 years |
Property, Plant and Equipment, Useful Life | 3 years | 3 years |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 10 years | 10 years |
Property, Plant and Equipment, Useful Life | 7 years | 7 years |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Accumulated Deficit | $ 22,655,652 | $ 17,152,172 | $ 12,208,728 | |
Net loss | $ 5,504,481 | $ 3,401,295 | $ 4,940,548 | $ 4,378,074 |
Revenue (Details)
Revenue (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | |
Disaggregation of Revenue [Line Items] | ||||||
Revenues | $ 11,402,935 | $ 5,901,899 | $ 21,241,015 | $ 17,285,302 | $ 22,927,415 | $ 16,683,570 |
Telecommunication Products And Services [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenues | 14,673,364 | 6,730,108 | ||||
Sms [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenues | 6,317,651 | 10,423,776 | 14,138,720 | 13,439,390 | ||
Big Data [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenues | $ 250,000 | $ 131,418 | 131,418 | 33,077 | ||
Mobile Recharge [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenues | $ 8,657,277 | $ 3,211,103 |
Revenue (Details Narrative)
Revenue (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | |
Revenue from Contract with Customer [Abstract] | ||||||
Revenues | $ 11,402,935 | $ 5,901,899 | $ 21,241,015 | $ 17,285,302 | $ 22,927,415 | $ 16,683,570 |
Equipment (Details)
Equipment (Details) - USD ($) | Nov. 30, 2022 | Feb. 28, 2022 | Feb. 28, 2021 |
Property, Plant and Equipment [Abstract] | |||
Equipment | $ 113,310 | $ 62,347 | $ 47,953 |
Less: accumulated depreciation | (34,557) | (35,539) | (21,500) |
Net equipment | $ 78,753 | $ 26,808 | $ 26,453 |
Equipment (Details Narrative)
Equipment (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 12,823 | $ 10,618 | $ 14,039 | $ 11,150 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | |
Gross Intangible Assets | $ 407,567 | $ 433,167 | $ 421,489 | |
Less: accumulated amortization | (284,875) | (266,190) | (219,234) | |
Impairment of intangible assets | (41,045) | (41,045) | ||
Net intangible assets | 81,647 | 125,932 | 161,210 | |
Amortization of Intangible Assets | (31,831) | $ (32,926) | (41,045) | (41,045) |
License [Member] | ||||
Gross Intangible Assets | 200,000 | 200,000 | 200,000 | |
Mobile Application [Member] | ||||
Gross Intangible Assets | $ 207,567 | $ 233,167 | $ 221,489 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of Intangible Assets | $ 31,831 | $ 32,926 | $ 41,045 | $ 41,045 |
Prepayment and Deposit (Details
Prepayment and Deposit (Details) - USD ($) | Nov. 30, 2022 | Feb. 28, 2022 | Feb. 28, 2021 |
Prepayment and deposit | $ 4,701,668 | $ 3,331,342 | $ 646,377 |
Telecommunication Products And Services [Member] | |||
Deposit Paid / Prepayment | 2,610,008 | 2,396,550 | 333,646 |
Deposit received | |||
Net Prepaid expenses for SMS | 2,610,008 | 2,396,550 | 333,646 |
Others prepayment | 1,470,009 | 369,256 | 143,288 |
Prepayment and deposit | 4,080,017 | 2,765,806 | 476,934 |
S M S And M M S Business [Member] | |||
Deposit Paid / Prepayment | 621,651 | 565,536 | |
Net Prepaid expenses for SMS | 621,651 | 565,536 | |
Others prepayment | |||
Prepayment and deposit | $ 621,651 | 565,536 | |
Sms [Member] | |||
Deposit Paid / Prepayment | 565,536 | 169,443 | |
Net Prepaid expenses for SMS | 565,536 | 169,443 | |
Others prepayment | |||
Prepayment and deposit | $ 565,536 | $ 169,443 |
Right-of-use Asset and Lease _3
Right-of-use Asset and Lease Liability (Details) - USD ($) | Nov. 30, 2022 | Feb. 28, 2022 | Feb. 28, 2021 |
Right-of-use Asset And Lease Liability | |||
Right-of-use asset, net | $ 155,657 | $ 5,069 | $ 49,314 |
Current lease liability | 118,864 | 5,069 | 47,569 |
Non-current lease liability | 35,471 | 4,936 | |
Total lease liability | $ 154,335 | $ 5,069 | $ 52,505 |
Operating Lease, Weighted Average Remaining Lease Term | 17 months | 2 months | |
Operating Lease, Weighted Average Discount Rate, Percent | 4.75% | 2.48% | |
2022 | $ 123,629 | $ 5,085 | |
Thereafter | |||
Less: imputed interest | $ (5,085) | $ (16) |
Right-of-use Asset and Lease _4
Right-of-use Asset and Lease Liability (Details 1) - USD ($) | Nov. 30, 2022 | Feb. 28, 2022 | Feb. 28, 2021 |
Right-of-use Asset And Lease Liability | |||
2023 | $ 123,629 | $ 5,085 | |
Thereafter | 35,791 | ||
Less: imputed interest | (5,085) | (16) | |
Total lease liability | $ 154,335 | $ 5,069 | $ 52,505 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | |||||
May 02, 2022 | Nov. 21, 2022 | Nov. 30, 2022 | Aug. 09, 2022 | Feb. 28, 2022 | Feb. 28, 2021 | |
Debt Instrument [Line Items] | ||||||
Convertible note payable | $ 730,000 | $ 730,000 | ||||
Accruing interest, percentage | 20% | |||||
Maturity date | Apr. 30, 2023 | |||||
Conversion rate | $ 0.0001 | $ 2 | ||||
Common Stock per share | $ 4 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Debt Instrument, Face Amount | $ 4,800,000 | |||||
Number of private placement shares | 2,887,500 | |||||
Share Price | $ 4 | |||||
Proceeds from Issuance or Sale of Equity | $ 11,550,000 | |||||
Debt, Current | $ 5,280,000 | |||||
Convertible Promissory Note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Conversion rate | $ 0.0001 | |||||
Common Stock per share | $ 2 | |||||
Debt Instrument, Face Amount | $ 4,800,000 |
Common Stock (Details)
Common Stock (Details) - $ / shares | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Nov. 30, 2022 | Nov. 30, 2022 | Sep. 30, 2022 | Aug. 31, 2022 | Aug. 31, 2022 | Jan. 31, 2021 | Oct. 31, 2020 | Nov. 30, 2022 | Feb. 28, 2022 | Feb. 28, 2021 | |
Offsetting Assets [Line Items] | ||||||||||
Number of warrants outstanding, beginning balance | 1,846,168 | |||||||||
Weighted average exercise price, beginning balance | $ 2.84 | |||||||||
Number of warrants outstanding, ending balance | 5,640,741 | 5,640,741 | 5,640,741 | 1,846,168 | ||||||
Weighted average exercise price, ending balance | $ 2.32 | $ 2.32 | $ 2.32 | $ 2.84 | ||||||
Warrant [Member] | ||||||||||
Offsetting Assets [Line Items] | ||||||||||
Number of warrants outstanding, beginning balance | 1,846,168 | 2,067,834 | ||||||||
Weighted average exercise price, beginning balance | $ 2.84 | $ 2.80 | ||||||||
Number of warrants, granted | 10,000 | 28,312 | 350,000 | 168,000 | 3,478,261 | 1,604,334 | 488,500 | |||
Weighted average exercise price, warrant granted | $ 6.70 | $ 8.22 | $ 5 | $ 1.75 | $ 1.75 | $ 3 | $ 2.10 | |||
Number of warrants exercised | (100,000) | (221,666) | (25,000) | |||||||
Weighted average exercise price, warrant exercised | $ 2.44 | $ 2 | ||||||||
Number of warrants outstanding, expired | (50,000) | |||||||||
Weighted average exercise price, expired | $ 3 | |||||||||
Weighted Average exercise price, number of warrants exercised | $ 2 | |||||||||
Number of warrants exercised | (90,000) | |||||||||
Weighted Average exercise price, number of warrants exercised | $ 3 | |||||||||
Number of warrants outstanding, ending balance | 5,640,741 | 5,640,741 | 5,640,741 | 1,846,168 | 2,067,834 | |||||
Weighted average exercise price, ending balance | $ 2.32 | $ 2.32 | $ 2.32 | $ 2.84 | $ 2.80 | |||||
Number of warrants outstanding, beginning balance | 1,846,168 | 2,067,834 | ||||||||
Weighted average exercise price, ending balance | $ 2.84 | $ 2.80 | ||||||||
Number of warrants, exercised | (221,666) | (25,000) | ||||||||
Weighted average exercise price, warrant exercised | $ 2.44 | $ 2 | ||||||||
Class of Warrant or Right, Outstanding | 1,846,168 | 2,067,834 | ||||||||
Weighted average exercise price, ending balance | $ 2.84 | $ 2.80 |
Common Stock (Details 1)
Common Stock (Details 1) - $ / shares | 9 Months Ended | 12 Months Ended |
Nov. 30, 2022 | Feb. 28, 2022 | |
Offsetting Assets [Line Items] | ||
Exercise Price | $ 2.32 | $ 2.84 |
Number of warrants outstanding | 5,640,741 | 1,846,168 |
Stock Option 1 [Member] | ||
Offsetting Assets [Line Items] | ||
Exercise Price | $ 2 | $ 2 |
Number of warrants outstanding | 188,500 | 288,500 |
Remaining contractual term | 4 months 17 days | 7 months 20 days |
Warrant expiry date | Apr. 19, 2023 | Oct. 18, 2022 |
Stock Option 2 [Member] | ||
Offsetting Assets [Line Items] | ||
Exercise Price | $ 3 | $ 3 |
Number of warrants outstanding | 1,417,668 | 50,000 |
Remaining contractual term | 1 month 13 days | 7 months 20 days |
Warrant expiry date | Jan. 13, 2023 | Oct. 18, 2022 |
Stock Option 3 [Member] | ||
Offsetting Assets [Line Items] | ||
Exercise Price | $ 1.75 | $ 3 |
Number of warrants outstanding | 3,646,261 | 1,507,668 |
Remaining contractual term | 4 years 8 months 8 days | 10 months 13 days |
Warrant expiry date | Aug. 09, 2027 | Jan. 12, 2023 |
Stock Option 4 [Member] | ||
Offsetting Assets [Line Items] | ||
Exercise Price | $ 5 | |
Number of warrants outstanding | 350,000 | |
Remaining contractual term | 1 year 9 months 18 days | |
Warrant expiry date | Sep. 19, 2024 | |
Stock Option 5 [Member] | ||
Offsetting Assets [Line Items] | ||
Exercise Price | $ 8.22 | |
Number of warrants outstanding | 28,312 | |
Remaining contractual term | 2 years 11 months 4 days | |
Warrant expiry date | Nov. 04, 2025 | |
Stock Option 6 [Member] | ||
Offsetting Assets [Line Items] | ||
Exercise Price | $ 6.70 | |
Number of warrants outstanding | 10,000 | |
Remaining contractual term | 2 years 11 months 23 days | |
Warrant expiry date | Nov. 21, 2025 |
Common Stock (Details 2)
Common Stock (Details 2) - $ / shares | 9 Months Ended | 12 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | |
Equity [Abstract] | ||||
Expected Risk Free Interest Rate | 1.06% | 1.06% | 1.06% | |
Expected Volatility | 15.27% | 15.27% | 15.27% | |
Expected Life in Years | 5 years | 5 years | 5 years | |
Expected Dividend Yield | ||||
Weighted-Average Grant Date Fair Value | $ 6.46 | $ 6.46 | $ 6.46 |
Common Stock (Details 3)
Common Stock (Details 3) - Equity Option [Member] - $ / shares | 9 Months Ended | 12 Months Ended |
Nov. 30, 2022 | Feb. 28, 2022 | |
Offsetting Assets [Line Items] | ||
Number of stock options, beginning balance | 4,545,000 | |
Stock options exercise Price, beginning Balance | $ 8 | |
Number of stock options, Granted | 4,545,500 | |
Stock options exercise Price, Granted | $ 8 | |
Number of stock options, Cancelled/Forfeited | (974,000) | |
Stock options exercise Price, Cancelled/Forfeited | $ 8 | |
Number of stock options, Expired | ||
Stock options exercise Price, Expired | ||
Number of stock options, ending balance | 3,571,000 | 4,545,000 |
Number of stock options, beginning balance | 4,545,500 | |
Number of stock options, Cancelled/Forfeited | ||
Number of stock options, ending balance | 4,545,500 | |
Stock options exercise Price, endning balance | $ 8 | $ 8 |
Common Stock (Details 4)
Common Stock (Details 4) - USD ($) | 9 Months Ended | 12 Months Ended | |
Nov. 30, 2022 | Feb. 28, 2022 | Feb. 28, 2021 | |
Offsetting Assets [Line Items] | |||
Number of Options Exercised on Forfeiture Basis | |||
Number of Options Exercised on Cash Basis | |||
Total Number of Options Exercised | |||
Number of Shares Issued on Cash Exercise | |||
Number of Shares Issued on Forfeiture Basis | |||
Total Number of Shares Issued Upon Exercise of Options | |||
Cash Received from Exercise of Stock Options | |||
Total Intrinsic Value of Options Exercised | |||
Equity Option [Member] | |||
Offsetting Assets [Line Items] | |||
Number of Options Exercised on Forfeiture Basis | |||
Number of Options Exercised on Cash Basis | |||
Total Number of Options Exercised | |||
Number of Shares Issued on Cash Exercise | |||
Number of Shares Issued on Forfeiture Basis | |||
Total Number of Shares Issued Upon Exercise of Options | |||
Cash Received from Exercise of Stock Options | |||
Total Intrinsic Value of Options Exercised |
Common Stock (Details 5)
Common Stock (Details 5) - $ / shares | 9 Months Ended | 12 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | |
Offsetting Assets [Line Items] | ||||
Unvested stock option,weighted average exercise price, granted | $ 6.46 | $ 6.46 | $ 6.46 | |
Equity Option [Member] | ||||
Offsetting Assets [Line Items] | ||||
Number of unvested stock option, beginning balance | 3,636,000 | |||
Unvested stock option,weighted average exercise price, beginning balance | $ 6.46 | |||
Number of unvested stock option, granted | 4,545,000 | |||
Unvested stock option,weighted average exercise price, granted | $ 6.46 | |||
Number of unvested stock option, vested | (909,000) | |||
Unvested stock option,weighted average exercise price, vested | $ 6.46 | |||
Number of unvested stock option, vested | 909,000 | |||
Number of unvested stock option, cancel / forfeited | (779,200) | |||
Unvested stock option,weighted average exercise price, cancelled/forfeited | $ 6.46 | |||
Number of unvested stock option, ending balance | 2,856,800 | 3,636,000 | ||
Unvested stock option,weighted average exercise price, ending balance | $ 6.46 | $ 6.46 | ||
Number of unvested stock option, beginning balance | 3,636,500 | |||
Number of unvested stock option, granted | 4,545,500 | |||
Unvested stock option,weighted average exercise price, granted | $ 6.46 | |||
Number of unvested stock option, cancelled/forfeited | 779,200 | |||
Number of unvested stock option, ending balance | 3,636,500 |
Common Stock (Details 6)
Common Stock (Details 6) - Equity Option [Member] - $ / shares | 9 Months Ended | 12 Months Ended | |
Nov. 30, 2022 | Feb. 28, 2022 | Feb. 28, 2021 | |
Number of options outstanding, exercise prices | $ 8 | $ 8 | |
Number of options outstanding | 2,856,800 | ||
Number of options outstanding, weighted average remaining contractual term | 4 years 29 days | 4 years 9 months 29 days | |
Number of options exercisable | 714,200 | 909,000 | |
Number of options exercisable, exercise prices | $ 8 | $ 8 | |
Number of options exercisable, weighted average remaining contractual term | 4 years 29 days | 4 years 9 months 29 days | |
Number of options outstanding | 4,545,500 | ||
Range 1 [Member] | |||
Number of options outstanding, exercise prices | $ 8 | $ 8 | |
Number of options outstanding | 2,856,800 | ||
Number of options outstanding, weighted average remaining contractual term | 4 years 29 days | 4 years 9 months 29 days | |
Number of options exercisable | 714,200 | 909,000 | |
Number of options exercisable, exercise prices | $ 8 | $ 8 | |
Number of options exercisable, weighted average remaining contractual term | 4 years 29 days | 4 years 9 months 29 days | |
Number of options outstanding | 4,545,500 | ||
Minimum [Member] | Range 1 [Member] | |||
Number of options outstanding, exercise prices | $ 7 | $ 7 | |
Maximum [Member] | Range 1 [Member] | |||
Number of options outstanding, exercise prices | $ 9 | $ 9 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | 12 Months Ended | |||
Feb. 28, 2022 | Feb. 28, 2021 | Nov. 30, 2022 | May 02, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Shares issued | 12,705,541 | |||
Consideration amount | $ 5,665,533 | |||
Shares converted | 500,000 | |||
Deemed price, per share | $ 2 | $ 0.0001 | ||
Converted amount | $ 1,000,000 | |||
Shares cancelled | 150,000 | |||
Proceeds from Warrant Exercises | $ 539,998 | $ 50,000 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value | $ 0 | |||
Consultants [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Shares issued | 8,858,207 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | |
Numerator - basic and diluted | ||||||
Net Loss | $ (2,521,718) | $ (1,037,172) | $ (5,504,481) | $ (3,401,295) | $ (4,940,548) | $ (4,378,074) |
Denominator | ||||||
Weighted average number of common shares outstanding —basic | 43,692,686 | 42,281,985 | 43,063,637 | 40,280,409 | 40,840,413 | 33,702,858 |
Weighted average number of common shares outstanding —diluted | 43,692,686 | 42,281,985 | 43,063,637 | 40,280,409 | 40,840,413 | 33,702,858 |
Loss per common share — basic | $ (0.06) | $ (0.02) | $ (0.13) | $ (0.08) | $ (0.12) | $ (0.13) |
Loss per common share — diluted | $ (0.06) | $ (0.02) | $ (0.13) | $ (0.08) | $ (0.12) | $ (0.13) |
Income Taxes (Details)
Income Taxes (Details) | 9 Months Ended | 12 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | |
Income Tax Disclosure [Abstract] | ||||
U.S. statutory tax rate | 21% | 21% | 21% | 21% |
Foreign income not registered in the U.S. | (21.00%) | (21.00%) | (21.00%) | (21.00%) |
PRC profit tax rate | 25% | 25% | 25% | 25% |
Changes in valuation allowance and others | (25.00%) | (25.00%) | (25.00%) | (25.00%) |
Effective tax rate | 0% | 0% | 0% | 0% |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | Nov. 30, 2022 | Feb. 28, 2022 | Feb. 28, 2021 |
Income Tax Disclosure [Abstract] | |||
Deferred tax asset from operating losses carry-forwards | $ 1,375,870 | $ 1,235,861 | $ 1,095,494 |
Valuation allowance | (1,375,870) | (1,235,861) | (1,095,494) |
Deferred tax asset, net |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Nov. 30, 2022 | Nov. 30, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | |
Operating Loss Carryforwards [Line Items] | ||||
Effective Income Tax Rate Reconciliation, Percent, Total | 0% | 0% | 0% | 0% |
Deferred tax asset | $ 1,375,870 | $ 1,235,861 | $ 1,095,494 | |
Valuation allowance | $ 1,375,870 | $ 1,235,861 | $ 1,095,494 | |
Domestic Tax Authority [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Effective Income Tax Rate Reconciliation, Percent, Total | 21% | 21% | 21% | |
Foreign Tax Authority [Member] | Inland Revenue, Hong Kong [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Effective Income Tax Rate Reconciliation, Percent, Total | 16.50% | 16.50% | 16.50% | |
Foreign Tax Authority [Member] | State Administration of Taxation, China [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Effective Income Tax Rate Reconciliation, Percent, Total | 25% | 25% | 25% | 25% |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 1 Months Ended | ||
Nov. 21, 2022 | Nov. 30, 2022 | Aug. 09, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Debt Instrument, Face Amount | $ 4,800,000 | ||
[custom:ClosingOfPrivatePlacementShares] | 2,887,500 | ||
Share Price | $ 4 | ||
Proceeds from Issuance or Sale of Equity | $ 11,550,000 | ||
Debt, Current | $ 5,280,000 |
Loan Payable (Details)
Loan Payable (Details) - USD ($) | 12 Months Ended | ||
May 02, 2022 | Feb. 28, 2022 | Feb. 28, 2021 | |
Guarantor Obligations [Line Items] | |||
Debt Instrument, Maturity Date | Apr. 30, 2023 | ||
Due to Related Parties | $ 1,654,207 | ||
Due to Related Parties, Current | 544,900 | ||
Due to Related Parties, Non-Current | 1,109,307 | ||
Loan Payable 1 [Member] | |||
Guarantor Obligations [Line Items] | |||
Debt Instrument, Issuance Date | Apr. 08, 2020 | ||
Debt Instrument, Maturity Date | Apr. 07, 2022 | ||
Due to Related Parties | 758,063 | ||
Loan Payable 2 [Member] | |||
Guarantor Obligations [Line Items] | |||
Debt Instrument, Issuance Date | Apr. 16, 2020 | ||
Debt Instrument, Maturity Date | Apr. 15, 2022 | ||
Due to Related Parties | 351,244 | ||
Loan Payable 3 [Member] | |||
Guarantor Obligations [Line Items] | |||
Debt Instrument, Issuance Date | Jul. 29, 2020 | ||
Debt Instrument, Maturity Date | Jul. 28, 2021 | ||
Due to Related Parties | 544,900 | ||
Loan Payable 4 [Member] | |||
Guarantor Obligations [Line Items] | |||
Debt Instrument, Issuance Date | Aug. 01, 2021 | ||
Debt Instrument, Maturity Date | Jan. 31, 2022 | ||
Due to Related Parties |
Loan Payable (Details Narrative
Loan Payable (Details Narrative) - USD ($) | 12 Months Ended | |||||
Aug. 27, 2021 | Aug. 27, 2021 | Aug. 16, 2021 | Aug. 16, 2021 | Apr. 08, 2020 | Feb. 28, 2021 | |
Guarantor Obligations [Line Items] | ||||||
Interest Expense, Debt | $ 242,756 | |||||
Liew Yow Ming [Member] | ||||||
Guarantor Obligations [Line Items] | ||||||
Debt Conversion, Converted Instrument, Amount | $ 750,000 | $ 296,000 | $ 545,000 | $ 350,000 | ||
Debt Conversion, Converted Instrument, Shares Issued | 1,500,000 | 59,200 | 218,000 | 700,000 | ||
Loan Payable 4 [Member] | ||||||
Guarantor Obligations [Line Items] | ||||||
Interest Expense, Debt | $ 170,141 |
Schedule of Related Parties Tra
Schedule of Related Parties Transactions (Details) - USD ($) | Feb. 28, 2022 | Feb. 28, 2021 |
Related Party Transaction [Line Items] | ||
Mr. Liew Yow Ming | $ 1,654,207 | |
Liew Yow Ming [Member] | ||
Related Party Transaction [Line Items] | ||
Mr. Liew Yow Ming | $ 1,654,207 |
Related Parties Transaction (De
Related Parties Transaction (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Nov. 30, 2022 | Nov. 30, 2021 | Nov. 30, 2022 | Nov. 30, 2021 | Feb. 28, 2022 | Feb. 28, 2021 | |
Related Party Transaction [Line Items] | ||||||
Interest Expense | $ 195,730 | $ 300,207 | $ 172,813 | $ 170,141 | $ 273,594 | |
Liew Yow Ming [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Interest Expense | $ 170,141 | $ 242,756 |