Current Report Filing (8-k)
July 28 2020 - 5:07PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
July 28, 2020
Date of Report (Date of earliest event reported)
FINGERMOTION, INC.
(Exact name of registrant as specified in its charter)
Delaware
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000-55477
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20-0077155
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1460 Broadway
New York, New York
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10036
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(Address of principal executive offices)
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(Zip Code)
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(347) 349-5339
Registrant’s telephone number, including area code
Not applicable.
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form
8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
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Trading Symbol (s)
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Name of each exchange on which registered
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N/A
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N/A
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N/A
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Indicate by check mark whether the registrant
is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).
Emerging
growth company ☐
If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
SECTION 2 –
FINANCIAL INFORMATION
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Item 2.02
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Results of Operations and Financial Condition.
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On July 28, 2020,
FingerMotion, Inc. (the “Company”) issued a news release to report its financial results for the fiscal year ended
February 29th, 2020 and for the first quarter ended May 31st, 2020. The information regarding the financial
results for the fiscal year ended February 29th, 2020 and for the first quarter ended May 31st, 2020 of
the Company contained in Item 7.01 below is responsive to this Item 2.02 and is incorporated into this Item 2.02 by reference.
The information in this
Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the U.S. Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it
be deemed incorporated by reference in any filing under the U.S. Securities Act of 1933, as amended (the “Securities Act”),
or the Exchange Act, except as expressly set forth by specific reference in such a filing.
SECTION 7 – REGULATION FD
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Item 7.01
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Regulation FD Disclosure
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On July 28, 2020, the Company issued
a news release announcing its financial results for the fiscal year ended February 29th, 2020 and for the first quarter
ended May 31st, 2020 and is providing shareholders with the following operational update. To review the full financial
results, please download the Company’s recent Form 10-K and Form 10-Q filings at www.sec.gov/edgar/search
Fiscal
2020 Financial Summary:
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For
the fiscal year ended Feb. 29, 2020, achieved revenue of $9.13 million, approximately a 520% increase from the fiscal year ended
Feb. 28, 2019 (“Fiscal 2019”);
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Gross
profit of $0.97 million, approximately a 182% increase from Fiscal 2019;
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Total
operating expenses of $4.03 million, approximately a 39% increase from Fiscal 2019;
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Comprehensive
loss of $2.99 million, a slight increase of $0.07 million from Fiscal 2019;
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Basic and diluted loss per share
$(0.12).
The increase
in revenue was due to management’s decision to increase focus and resources towards expanding its mobile payment and recharge
platform services businesses and growing its business-to-business SMS texting service business. The Company’s growth across
its business divisions is tied to the fluctuating prepaid deposit balance with our telecom company clients.
Q1
2021 Financial Summary:
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Reported
Q1 2021 revenue of $2.74 million, approximately a 194% increase from Q1 of 2020;
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Gross
profit of $0.29 million, approximately a 261% increase from Q1 of 2020;
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Total
operating expenses of $0.87 million, approximately a 21% decrease from Q1 of 2020;
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Comprehensive
loss of $0.59 million, approximately a 40% decrease from Q1 of 2020;
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Basic and diluted loss per share
of $(0.02).
The increase
in revenue for Q1 2021 compared to Q1 2020 was due to the continuing growth of both the recharge platform and the SMS texting service.
Operational Highlights:
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·
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In
March 2019, the Company through its contractually controlled company, JiuGe Technology, completed the acquisition of Beijing XunLian
TianXia Technology Co., Ltd., a company in the business of providing mass SMS text services to businesses looking to communicate
with a large number of their current and prospective customers.
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·
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In
July 2019, JiuGe Technology secured the contract to construct and operate China Unicom’s electronic sales platform through
which consumers can purchase various goods and services from China Unicom, including mobile telephones, mobile telephone services,
broadband data services, “smart” devices and related financial insurance. This platform is now in operation, and as
consideration for the services provided to China Unicom, JiuGe Technology receives a percentage of the revenue received from all
sales processed on the platform.
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2021
Business Focus
Telecommunications
Products & Services and SMS Platform Services
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Expand
mobile payment and recharge services businesses via its online stores in Pinduoduo, TMall and additional platforms;
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Promote
and expand mobile hardware, services and sales under strategic Cooperation Agreement with China Unicom;
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Continue
to grow our business-to-business SMS services business focusing within the Financial Services and related industries.
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Big
Data Insights & Analytics Platform Services - Sapientus
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Further
development of Sapientus, the Company’s Big Data Insight arm built to deliver data-driven and enabled solutions for businesses
within the insurance and financial services industries;
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Launch
beta modeling and testing by end of year working with re-insurance companies;
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Complete
necessary development and testing for commercialization of Sapientus to begin Q1 of 2022. Big Data for Insurance Technology (“Insurtech”)
is a very large growth area as we believe the insurance industry is preparing for a huge transformation in how it conducts business,
and we believe big data capabilities will be front and center of this transformation. According to a 2020 market research report
by IBISWorld, the market for online insurance brokerage is expected to reach $31.3 billion in 2020 (source: https://www.ibisworld.com/industry-statistics/market-size/online-insurance-brokers-united-states/).
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“Crossing
the $10 million annual revenue threshold is a key milestone for the Company,” said Martin Shen, CEO of FingerMotion Inc.
“I am very pleased with the improvement in operations last year and in the first fiscal quarter of 2021 as it signals
an acceleration of revenues and earnings in the quarters to come. Our financial results reflect an improved balance sheet
and year-over-year quarterly growth. We have built an impressive foundation in mobile recharge and SMS business which gives
us access to an unprecedented number of users by piggybacking on our telecom company clients’ user base. In our first
year of operations, the SMS business was able to achieve gross profitability and significant revenue growth organically and we
are excited to see sustained momentum in our top-up revenues driven by our strategic partnership with Pinduoduo and TMall.
And our investment in Insurtech is one of the first verticals that could account for a significant portion of our upcoming revenues
and earnings in the next fiscal year.”
A copy of the news release is attached as Exhibit
99.1 hereto.
The information in this Item 7.01 (including
Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, or the Exchange
Act, except as expressly set forth by specific reference in such a filing.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
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Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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FINGERMOTION, INC.
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DATE: July 28, 2020
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By: /s/ Martin J. Shen
Martin J. Shen
CEO, CFO and Director
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