UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 

(Check one):               Form 10-K      ☐ Form 20-F     ☐ Form 11-K     ☐ Form 10-Q     ☐ Form 10-D     ☐ Form N-SAR

  ☐ Form N-CSR

For Period Ended: February 28, 2019                                                   

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

☐ Transition Report on Form N-SAR

For the Transition Period Ended:                                                                                                             

 

R ead Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 


 

PART I — REGISTRANT INFORMATION

 

Fingermotion, Inc.

Full Name of Registrant

 

Not Applicable

Former Name if Applicable

 

1460 Broadway

New York, New York 10036

Address of Principal Executive Office (Street and Number)

City, State and Zip Code

 

PART II — RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

 

(a)

The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense

(b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

 

(c)

The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

 

 

 

PART III — NARRATIVE

 

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q,10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

The registrant was not, without unreasonable effort or expense, able to file its Annual Report on Form 10-K for the fiscal year ended February 28, 2019 by the applicable due date due to it continuing to be a development-stage company with limited internal compliance, financial reporting and accounting functions. Additionally, the Company is still preparing analyses and providing documentation requested by its auditors in connection with its audit for the year ended February 28, 2019. The registrant will file the Form 10-K within the 15-day extension period provided by Rule 12b-25.

 

PART IV — OTHER INFORMATION

 

(1)

Name and telephone number of person to contact in regard to this notification

 

    Martin Shen     (347)     349-5339
    (Name)     (Area Code)     (Telephone Number)

 

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed ? If answer is no, identify report(s).

Yes ☒     No ☐                   

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof ?

Yes ☒     No ☐                   

 

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

Until the completion by Fingermotion, Inc. (the “Company”) of its year-end closing and audit procedures for the year ended February 28, 2019, the Company is unable to provide a reasonable estimate of its detailed results of operations for the fiscal year ended February 28, 2019. However, subject to the completion of the Company’s annual financial statements for inclusion in the Company’s Annual Report on Form 10-K and the audit thereof by the Company’s independent registered public accounting firm, the Company expects the results of its operations for its fiscal year ended February 28, 2019 to reflect significant changes in results of operations from the results of its operations for the Company’s fiscal year ended February 28, 2018. The Company is providing the following preliminary estimated results for the fiscal year ended February 28, 2019:

 

The Company expects to report that revenues for the year ended February 28, 2019 increased to $1,473,073, compared to $453,543 for the year ended February 28, 2018. The Company expects to report that cost of revenue for the year ended February 28, 2019 increased to $1,130,021 compared to $434,717 for the year ended February 28, 2018. The Company expects to report that its operating expenses for the year ended February 28, 2019 increased to $2,907,743 compared to $1,768,394 for the year ended February 28, 2018. The Company expects to report that loss per share for the year ended February 28, 2019 and 2018 were approximately $0.12 and $0.15, respectively, based on the weighted-average shares issues and outstanding at the end of the year.

 

The foregoing statements are based on the Company’s current expectations as of the date of this filing and are preliminary and may change. As noted above, the Company has not completed its year-end closing and audit procedures for the fiscal year ended February 28, 2019 and there can be no assurance that final results for the year-end will not differ from the preliminary estimated results included herein. In addition, these preliminary estimated results should not be viewed as a substitute for full interim or audited financial statements prepared in accordance with generally accepted accounting principles in the U.S. (“GAAP”) that have been reviewed and/or audited by the Company’s auditors.

 

Cautionary Note Regarding Forward-Looking Statements

 

This Form 12b-25 contains forward-looking statements that involve risks and uncertainties. Forward-looking statements give our current expectations of forecasts of future events. All statements other than statements of current or historical fact contained in this filing, including statements regarding our future financial position, business strategy, new products, budgets, liquidity, cash flows, projected costs, regulatory approvals or the impact of any laws or regulations applicable to us, and plans and objectives of management for future operations, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “should,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “will,” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements on our current expectations about future events. While we believe these expectations are reasonable, such forward-looking statements are inherently subject to risks and uncertainties, many of which are beyond our control. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in this filing are made only as of the date hereof. We do not undertake any obligation to update any such statements or to publicly announce the results of any revisions to any of such statements to reflect future events or developments.

 

 

 

 

Fingermotion, Inc.

(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

 

Date: May 29, 2019 

By:

/s/  Martin Shen

 

 

 

  Martin Shen, Chief Executive Officer

 

        

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