FingerMotion, Inc. - FORM 10-K

Attached files

file	filename
EX-32.2 - EXHIBIT 32.2 - FingerMotion, Inc.	ex_120173.htm
EX-32.1 - EXHIBIT 32.1 - FingerMotion, Inc.	ex_120172.htm
EX-31.2 - EXHIBIT 31.2 - FingerMotion, Inc.	ex_120171.htm
EX-31.1 - EXHIBIT 31.1 - FingerMotion, Inc.	ex_120170.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark one)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the year ended February 28, 2018

Commission file number 333-196503

FINGERMOTION, INC.

(Exact name of registrant as specified in its charter)

Delaware	46-4600326
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)

Unit A, 19/F, Times Media Centre

133 Wan Chai Road, Wan Chai, Hong Kong

(address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: +852 2780 0607

Securities Registered pursuant to Section 12(b) of the Act: None.

Securities Registered under Section 12(g) of the Act:

Title of each class		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		OTC Bulletin Board

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K. ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer ☐		Accelerated filer ☐

Non-accelerated filer ☐		Smaller reporting company ☒
(Do not check if a smaller reporting company)

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant (without admitting that any person whose shares are not included in such calculation is an affiliate), as of August 31, 2016 (the last business day of the registrants most recently completed second fiscal quarter), computed by reference to the closing price at which the common stock last closed was $522,800.

As of July 11, 2017, the registrant had 17,435,753 shares of common stock outstanding, par value $0.0001.

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		1

PART I

ITEM 1.	BUSINESS	2
ITEM 1A.	RISK FACTORS	3
ITEM 1B.	UNRESOLVED STAFF COMMENTS	4
ITEM 2.	PROPERTIES	4
ITEM 3.	LEGAL PROCEEDINGS	4
ITEM 4.	MINE SAFETY DISCLOSURES	4

PART II

ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	5
ITEM 6.	SELECTED FINANCIAL DATA	6
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	6
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	9
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	9
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	9
ITEM 9A.	CONTROLS AND PROCEDURES	9
ITEM 9B.	OTHER INFORMATION	10

PART III

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	11
ITEM 11.	EXECUTIVE COMPENSATION	13
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	14
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	15
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	15

PART IV

ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	16

SIGNATURES		18

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K and, in particular, the description of our Business set forth in Item 1 and our Management’s Discussion and Analysis of Financial Condition and Results of Operations set forth in Item 7, contain or incorporate forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including statements regarding, among other things, our:

(a) ability to pay our outstanding debt;

(b) projected revenues and profitability;

(b) future financing plans;

(d) ability to effectively compete with our competitors;

(d) anticipated needs for working capital; and

(e) liquidity.

Forward-looking statements, which involve assumptions and describe our future plans, strategies and expectations are generally identifiable by the use of forward-looking terminology, such as: “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology, or by discussions of strategy that involve risks and uncertainties. Various important risks and uncertainties may cause our actual results, performance or achievements to differ materially from the results, performance or achievements, expressed or implied, indicated by these forward-looking statements. In addition, the forward-looking statements contained herein represent our estimate only as of the date of this filing and should not be relied upon as representing our estimate as of any subsequent date. While we may elect to update these forward-looking statements at some point in the future, we specifically disclaim any obligation to do so to reflect actual results, changes in assumptions or changes in other factors affecting such forward-looking statements.

PART I

ITEM 1.

BUSINESS

Overview

Property Management Corporation of America (the “Company,” “we,” “us,” “our” and “PMCA”) was incorporated in Delaware on January 23, 2014. Our principal executive office is located at Unit A, 19/F, Times Media Centre, 133 Wan Chai Road, Wan Chai, Hong Kong. Our main telephone number is (+852 2780 0607).

On June 21, 2017, the Company filed Articles of Amendment to its Amended Articles of Incorporation with the Secretary of State of the State of Delaware effecting a 1 for 4 reverse stock split of the Company's common stock and increase in the authorized shares of common stock to 200,000,000 and a name change of the Company from Property Management Corporation of America to FingerMotion, Inc. (the "Corporate Actions"). The Corporate Actions and the Amended Articles became effective on June 21, 2017.

Effective July 13, 2017 (the “Closing Date”), the Company entered into that certain Share Exchange Agreement (the “Share Exchange Agreement”) by and among the Company, Finger Motion Company Limited, a Hong Kong corporation (“FMCL”) and certain shareholders of FMCL (the “FMCL Shareholders”). Pursuant to the Share Exchange Agreement, the Company agreed to exchange the outstanding equity stock of FMCL held by the FMCL Shareholders for shares of common stock of the Company. At the Closing Date, the Company issued approximately 12,000,000 shares of common stock to the FMCL shareholders. In addition, the Company issued 600,000 shares to consultants in connection with the transactions contemplated by the Share Exchange Agreement, and up to 2,562,500 additional shares to accredited investors.

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. The Company is an information technology company which specialize in operating and publishing mobile games.

The Video Game industry covers multiple sectors and is currently experiencing a move away from physical games towards digital software. Advances in technology and streaming now allow users to download games rather than visiting retailers. Video game publishers are expanding their direct to consumer channels with mobile gaming current growth leader, and eSports and virtual reality gaining momentum as the next big sectors. This is the business focus for FMCL.

Currently, FMCL have secured a strategic alliance with Games Development Studio in China to design and develop games for the Company. As of to date, we have 3 games licenses and more to be ready within the year. Our licenses cover worldwide distribution rights (except China). The two current games are Action Role Playing Games ("ARPG") and the other is Simulated Life Game (SLG).

Dragon Samurai is the title of one of the ARPG game that will be launch within the next 2 months. The story line is set in a Medieval period where Dragons reign supreme. The game's 3D landscape and large scale system provide great visual to players. This game was created using a 3D "real simulation" module and players will be able to see it on the game's background, battlefield, city, character equipment and weapons. Fill with exciting multi social tournament Player versus Environment (PVE) and Player to Player (PVP) challenges in the game makes stickiness of the gamers. There are 4 classes to choose, Vanguard, Roque, Samurai & Seer. Regardless of the class, you will be able to overcome challenges and quests as long as you enhance your character's combat capability. There are countless ways of boosting your battle power including artifacts, companions, wings and more.

Pirate Kingdom is an SLG game which embark on the newest epic pirate strategy adventure. This game allows gamers to lead their crew into a grand battle of pirates, monsters and players from around the globe in the most addicting, interactive strategy game. Assemble your heroes, power up your crew and anchor your warships away. While you're at it, start your tactical naval warfare, take over hundreds of islands and discover hidden loots along the sail. With many new game features and in multiple language available, this game is expected to be a hit and most addictive for casual gamers around the globe.

Three Kingdom - This is an ARPG game based on the book written by the traditional folk artist combine with the reference of ancient history documents. The game has a grand world with vivid characters and story that brings the best story of three kingdoms to players. The game has many new features which is unique with other APRG games and will be the key selling point for the product. Players that knows the 3 kingdom storyline will surely be appreciating better to enjoy this new experience.

FMCL will progressively launch these games within the next 6 months and will be targeting worldwide markets. All of these games are played in mobile and will be marketed by our own team. Our team have many experience in this space from marketing to product operations. The team will also be working very closely with the development team to suggest changes and even provide new requirements to ensure the success of the product as our team are experience in the game and culture of each of the territories we are targeting.

Government Regulation

Our business activities currently are subject to no particular regulation by government agencies other than that routinely imposed on corporate businesses. We do not anticipate any detrimental regulations specific to our business activities in the future.

Intellectual Property

We do not hold any patents, trademarks or other registered intellectual property on services or processes relating to our business. We do not consider the grant of patents, trademarks or other registered intellectual property essential to the success of our business.

Insurance

We maintain insurance with respect to our operations in such form, in such amounts and with such insures as is customary in the business which we are engaged. We believe the amount and form of our insurance coverage is sufficient.

Seasonality

We do not have a seasonal business cycle.

Environmental Matters

In our operations, we do not store, handle, emit, transport or discharge hazardous materials or waste products. Accordingly, we do not anticipate current or future environment matters will affect our business.

Employees

As of February 28, 2018, we employed one executive officer on a full-time basis. We currently use independent contract labor to deliver services to our clients. No employees or contractors are covered by collective bargaining agreements. We consider relations with our employee and contractors to be good.

Legal Proceedings

There are no pending or threatened lawsuits against us.

ITEM 1A.

RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Act of 1934 and, as such, are not required to provide the information under this item.

ITEM 1B.

UNRESOLVED STAFF COMMENTS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Act of 1934 and, as such, are not required to provide the information under this item.

ITEM 2.

PROPERTIES

NONE

ITEM 3.

LEGAL PROCEEDINGS

As of August 3, 2018, there are no pending or threatened lawsuits against us.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock is currently traded on the OTC Pink Sheets under the ticker symbol “FNGR” The following table sets forth, for the calendar quarters indicated, the high and low closing bid prices of our shares of common stock. Such quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not necessarily represent actual transactions. This information was obtained from Bloomberg L.P.

Year 2018	High		Low
4^th Quarter (December 2017 – February 2018)	$	5.70	$	4.90
3^rd Quarter (September 2017 – November 2017)	$	6.60	$	4.00
2^nd Quarter (June 2017 - August 2017)	$	6.25	$	1.60
1^st Quarter (March 2017 – May 2017)	$	1.72	$	0.80

Year 2017	High		Low
4^th Quarter (December 2016 – February 2017)	$	1.60	$	0.80
3^rd Quarter (September 2016 – November 2016)	$	1.60	$	1.60
2^nd Quarter (June 2016 - August 2016)	$	1.92	$	1.30
1^st Quarter (March 2016 – May 2016)	$	2.08	$	0.60

Holders of our Common Stock

As of July 11, 2018, there were 75 holders of record of our common stock.

Dividends

We have not paid dividends on our common stock since inception and do not intend to pay any dividends to our common stock holders in the foreseeable future. We currently intend to reinvest our earnings, if any, for the development and expansion of our business. Any declaration of dividends on any class of our stock in the future will be at the election of our Board of Directors and will depend upon our earnings, capital requirements and financial position, general economic conditions and other factors our Board of Directors deems relevant.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

During each month within the fourth quarter of the fiscal year ended February 28, 2018, neither we nor any “affiliated purchaser”, as that term is defined in Rule 10b-18(a)(3) under the Exchange Act, repurchased any of our common stock or other securities.

Transfer Agent

Our transfer agent is VStock Transfer, LLC, 18 Lafayette Place, Woodmere, NY 11598. Their phone number is (212) 828-8436.

ITEM 6.

SELECTED FINANCIAL DATA

This item is not applicable to smaller reporting companies.

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following information should be read in conjunction with the Consolidated Financial Statements of the Company and the Notes thereto appearing elsewhere in this Annual Report on Form 10-K. Statements in this Management’s Discussion and Analysis and Results of Operation and elsewhere in this Annual Report on Form 10-K that are not statements of historical or current fact constitute “forward-looking statements.”

Overview

The Company was initially incorporated as Property Management Corporation of America on January 23, 2014 in Delaware.

Results of Operations

The discussion below compares the Company’s results for the year ended February 28, 2018 and period from April 6, 2016 Inception to February 28, 2017. These results reflect the normal operations of our business. Although we offer various services under our management services agreements, we do not believe these services are unique enough in nature within the property management industry to warrant reporting their results separately. Therefore, the results below are inclusive of all the services offered to our customers under our management services agreements.

The Company has measured the impact of inflation and changing prices on operating expenses and net income for periods included in this Annual Report on Form 10-K. We have concluded that there has not been a material impact to our financial position, results of operations or cash flows from inflation or changing prices this period.

Years Ended February 28, 2018 compared to period from April 6, 2016 Inception to February 28, 2017

Revenue

We recorded $453,543 and $67,734 in cost of revenue, respectively, for the year ended February 28, 2018 and period from April 6, 2016 Inception to February 28, 2017. The increase of $385,809 is a result of a new game launched in August 2017.

Cost of revenue

We recorded $434,717 and $52,737 in cost of revenue, respectively, for the year ended February 28, 2018 and period from April 6, 2016 Inception to February 28, 2017. Our cost of revenue increased during fiscal 2018 as we increased our support in preparation for the game launched in August 2017. Key costs are server hosting costs and marketing cost.

Operating expenses

We recorded $1,768,394 and $173,390 in operating expenses, respectively, for the year ended February 28, 2018 and period from April 6, 2016 Inception to February 28, 2017.

The increase was primarily related to increase on support in preparation for game launched in August 2017. Key costs are marketing cost and outsourcing cost related to game support.

Liquidity and Capital Resources

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, during the year ended February 28, 2018, the Company incurred a net loss of $1,751,121, used cash in operations of $1,609,479, and at February 28, 2018, had a stockholders' deficit of $102,641. These factors raise substantial doubt about the Company's ability to continue as a going concern within one year after the date that financial statements are issued. As a result, our independent registered public accounting firm included an explanatory paragraph in its report on our financial statements as of and for the year ended February 28, 2018 with respect to this uncertainty. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

The Company had cash on hand of $10,551 at February 28, 2018. Our primary needs for cash are to fund and grow our ongoing operations. However, we will require additional capital to fully carry out our business plan.

During the twelve months ended February 28, 2018, the Company had a net decrease in cash of $2,795. The Company’s sources and uses of cash were as follows:

Cash Flows From Operating Activities

We used net cash of $1,609,479 in our operating activities during the twelve months ended February 28, 2018, consisting of a net loss of $1,751,121 increased by $261,285 due to changes in our accounts payable and accrued expenses, and increased by $241,456 due to changes in accounts receivable.

Off-Balance Sheet Arrangements

The Company was not a party to any off-balance sheet arrangements during the year ended February 28, 2018.

Critical Accounting Policies and Estimates

Critical Accounting Policies and Estimates

Use of Estimates

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Significant estimates include accounting for potential liabilities. Actual results could differ from those estimates.

Revenue Recognition

The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

Recently Issued Accounting Pronouncements

A discussion with respect to recently issued accounting standards is provided at Note 1 to the Company’s financial statements.

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

This item is not applicable to smaller reporting companies.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements required to be filed pursuant to this Item 8 are appended to this Annual Report on Form 10-K. A list of the financial statements filed herewith is found at Item 15 “Exhibits, Financial Statement Schedules.”

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

In accordance with Exchange Act Rules 13a-15 and 15d-15, we carried out an evaluation, as of February 28, 2018, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, accumulated, processed, summarized, reported and communicated on a timely basis within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13A-15(f) and 15d-15(f) under the Securities Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Generally Accepted Accounting Principles (“GAAP”). Our internal control over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect transactions involving our assets;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management, and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our Chief Executive Officer and Chief Financial Officer assessed the effectiveness of our internal control over financial reporting as of February 28, 2018. In making this assessment, management used the framework set forth in the reporting entitled Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. The COSO framework summarizes each of the components of a company’s internal control system, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our internal control over financial reporting was effective as of February 28, 2018.

Attestation Report of the Independent Registered Public Accounting Firm

This item is not applicable to smaller reporting companies.

Changes in Internal Control over Financial Reporting

In the ordinary course of business, we routinely enhance our information systems by either upgrading our current systems or implementing new systems. No change occurred in our internal controls over financial reporting during the period ended February 28, 2018, that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

ITEM 9B.

OTHER INFORMATION

None.

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Executive Officers and Directors

Set forth below are, as of August 3, 2018, the names of our executive officers and directors, their ages, their positions, their principal occupations or employment for the past five years, the length of their tenure as directors and the names of other public companies in which such persons hold or have held directorships during the past five years. In addition, the following paragraphs include specific information about each director’s experience, qualifications, attributes or skills that led the Board of Directors to the conclusion that the individual is qualified to serve on the Board of Directors as of the time of this filing, in light of our business and structure.

Name	Age	Position

H’sien Loong Wong		Chairman of the Board of Directors, Chief Executive Officer and Chief Financial Officer – Appointed April 14, 2017

H’sien Loong Wong has served as the Company’s Chairman since April 14, 2017. He started his career in investor relations in technology, biotechnology, mining and oil and gas. He has extensive experience in running of public companies. In particular, he was also CEO of Nexgen Petroleum Corp, an oil and gas drilling in Tennessee USA. Since 2008, Mr Wong established a career in Singapore primarily in Real Estate and logistics. He is currently a director of a commercial property valued at $600 million. He also currently serves as director to Food Bank Singapore, a registered charity. Mr Wong received his BA (Hons) in Communications from Simon Fraser University, British Columbia and his MSc in Real Estate from the National University of Singapore.

Term of Office

Each director holds office until the annual meeting of stockholders and until his successor is duly elected and qualified. Officers are elected by our Board of Directors and hold office at the discretion of our Board of Directors.

Director Nominations

The Company plans to rely on current directors and management to recommend future directors to the Company. If the Company enters an industry sector not familiar to the current management or directors, the Company will seek outside recommendations for industry experts to consider as potential director nominees.

Family Relationships

There are no family relationships; as such term is defined in item 401(d) of Regulation S-K, among any of the directors or executive officers of the Company.

Involvement in Certain Legal Proceedings

None of the Company’s directors or executive officers has been involved in legal proceedings over the past ten years that are material to an evaluation of his ability or integrity to serve as a director or executive officer of the Company.

Corporate Governance

Committees of the Board of Directors and Meetings

The Company currently does not have separate committees of the Board of Directors. The Company plans to create audit and compensation committees as the Company expands its business and an independent director is elected to the board.

Meeting Attendance.

During the period ended February 28, 2018, there were no meetings of our Board of Directors.

Board Leadership Structure

On April 14, 2017, Mr. Wong became the Chairman of the Board of Directors of the Company. The Board of Directors does not have a policy regarding the separation of the roles of Chief Executive Officer, President and Chief Financial Officer. The Board of Directors believes it is in the best interests of the Company to make that determination based on the position and direction of the Company and the membership of the Board of Directors. The Board of Directors has determined that having the Company’s Chief Executive Officer, President and Chief Financial Officer serve as a Director is in the best interest of the Company’s stockholders at this time.

We recognize that different board leadership structures may be appropriate for companies in different situations. We will continue to re-examine our corporate governance policies and leadership structures on an ongoing basis to ensure that they continue to meet the Company’s needs.

Role in Risk Oversight

Generally speaking, management is responsible for managing the risks that we face. The Board of Directors is responsible for overseeing management’s approach to risk management that is designed to support the achievement of organizational objectives, including strategic objectives and risks associated with our growth strategy, to improve long-term organizational performance and enhance stockholder value. The Company relies on its CEO and director Mr. Wong and its consultants in managing the risks associated with the Company’s operations. A fundamental part of risk management is not only understanding the risks a company faces and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for us. In setting our business strategy, we assess the various risks being mitigated and determine what constitutes an appropriate level of risk for us.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act, requires the Company’s Directors and executive officers, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities, to file with the Commission initial reports of ownership and reports of changes in ownership of common stock and the other equity securities of the Company. Officers, Directors, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities are required by the regulations of the Commission to furnish the Company with copies of all Section 16(a) forms they file. Based solely on our review of these forms and written representations from the executive officers and directors, we believe that all Section 16(a) reports were timely filed through the date of this report .

On January 23, 2014, the Board of Directors of the Company adopted a written Code of Ethics that applies, to among others, our principal executive officer and principal financial officer and is designed, among other things, to deter wrongdoing and promote honest and ethical conduct, full, fair and accurate disclosure, compliance with laws, prompt internal reporting and accountability to adherence to the Code of Ethics. Our Code of Ethics will be made available to our stockholders, without charge, upon request, in writing to the Corporate Secretary at Unit A, 19/F, Times Media Centre, 133 Wan Chai Road, Wan Chai, Hong Kong, Attention: H’sien Loong Wong. Disclosure regarding any amendments to, or waivers from, provisions of the Code of Ethics will be included in a Current Report on Form 8-K within four business days following the date of the amendment or waiver.

Stockholder Communications to the Board of Directors

Stockholders wishing to submit written communications directly to the Board of Directors should send their communications to our Chairman, Property Management Corporation of America, Unit A, 19/F, Times Media Centre, 133 Wan Chai Road, Wan Chai, Hong Kong, Attention: H’sien Loong Wong.

ITEM 11.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table shows the compensation paid or accrued during the last three fiscal years ended February 28, 2018 and February 28, 2017 as to (1) our Chief Executive Officer and President at the time, and (2) our current Chief Executive Officer, President and Chief Financial Officer.

Name and Principal Position	Year ($)	Salary ($)		Bonus ($)		Options Awards ($)		Non-Equity Incentive Plan Compensation ($)		Non-qualified Deferred Compensation Earnings		All Other Compensation ($)		Total ($)

H’sien Loong Wong,	2018	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Chairman of the Board,	2017	$	—	$	—	$	—	$	—	$	—	$	—	$	—
	2015	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Narrative Disclosure to Summary Compensation Table

Mr. Wong is not subject to an employment contract.

Outstanding Equity Awards at Fiscal Year-End

There are no equity awards outstanding at February 28, 2018. The Company does not currently have an equity incentive program.

Nonqualified Deferred Compensation

The Company does not have any non-qualified deferred compensation plans.

Director Compensation

The Company did not compensate Mr.Wong for his participation as a Director of the Company.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information with respect to the beneficial ownership of our Common Stock as of August 3, 2018 for (a) our named executive officers, (b) each of our directors, (c) all of our current directors and executive officers as a group, and (d) each stockholder known by us to own beneficially more than 5% of each class of our shares of Common Stock, relying solely upon the amounts and percentages disclosed in their public filings.

Beneficial ownership is determined in accordance with the rules of the Commission and includes voting or investment power with respect to the securities. We deem shares of common stock that may be acquired by an individual or group within 60 days of August 3, 2018, pursuant to the exercise or conversion of options or warrants to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table. Except as indicated in footnotes to this table, we believe that the stockholders named in this table have sole voting and investment power with respect to all shares of stock shown to be beneficially owned by them based on information provided to us by these stockholders.

Percentage of ownership is based on 17,435,753 shares of Common Stock outstanding as of July 11, 2018.

The address for the director and named executive officers is c/o Property Management Corporation of America, Unit A, 19/F, Times Media Centre, 133 Wan Chai Road, Wan Chai, Hong Kong.

	Number of Shares		Percentage of
	of Common Stock		Common Stock
	Beneficially Owned⁽¹⁾		Owned

Directors and Executive Officers
H’sien Loong Wong⁽²⁾		350,000		2.053	%
Executive officers and directors as a group (1 persons)		350,000		2.053	%
5% or more stockholders

None⁽³⁾		—		—

(1)

Beneficial ownership is determined in accordance with the rules of the Commission and generally includes voting or investment power with respect to securities. Beneficial ownership also includes shares of Common Stock subject to options and warrants currently exercisable or convertible, or exercisable or convertible within 60 days of August 3, 2018.

(2)	Reflects Mr. Wong’s purchase of 9,000,000 shares of our Common Stock on August 3, 2018.

(3)	Based solely on review of stockholders positions as reflected on the transfer agents records as of August 3, 2018.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

None

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table presents fees for professional services rendered by Centurion ZD CPA Limited for our fiscal year ended February 28, 2018. The amount includes the cost to audit our 10K and for the review of our quarterly filings on Form 10Q during our fiscal year.

	Year Ended
	February 28, 2018
Audit fees:(1)	$	28,000
Audit related fees:		—
Tax fees:		—
All other fees:	$	—
Total	$	28,000

(1) Audit fees represent fees of Centurion ZD CPA Limited. for the audit of the Company’s annual results of operations and reports on Form 10K and review of the Company’s quarterly results of operations and reports on Form 10-Q; and the services that an independent registered public accounting firm would customarily provide in connection with consents and assistance with review of documents filed with the Commission.

Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors. Consistent with Commission policies regarding auditor independence, Mr.Wong had responsibility for appointing, setting compensation, and overseeing the work of the independent auditor through August 3, 2018. In recognition of this responsibility, they have established a policy to pre-approve all audit and permissible non-audit services provided by the independent auditor.

Prior to engagement of an independent registered public accounting firm for the next year’s audit, management will submit an aggregate of services expected to be rendered during that year for each of four categories of services to the Board of Directors for approval.

1. Audit services include audit work performed in the preparation of financial statements, as well as work that generally only an independent registered public accounting firm can reasonably be expected to provide, including comfort letters, statutory audits, and attest services and consultation regarding financial accounting and/or reporting standards.

2. Audit-Related services are for assurance and related services that are traditionally performed by an independent registered public accounting firm, including due diligence related to mergers and acquisitions, employee benefit plan audits, and special procedures required to meet certain regulatory requirements.

3. Tax services include all services performed by an independent registered public accounting firm’s tax personnel except those services specifically related to the audit of the financial statements, and includes fees in the areas of tax compliance, tax planning, and tax advice.

4. Other Fees are those associated with services not captured in the other categories. The Company generally does not request such services from our independent registered public accounting firm.

PART IV

ITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) (1) and (2) The following documents are filed as part of this Annual Report on Form 10-K:

Reference is made to the Index to Consolidated Financial Statements on Page F-1. Other financial statement schedules have not been included because they are not applicable or the information is included in the financial statements or notes thereto.

(b) (3) Exhibits:

Exhibit		Description
3.1*		Certificate of Incorporation of Property Management Corporation of America

3.3*		Bylaws of Property Management Corporation of America

10.1*		Subscription Agreement

10.2*		Escrow Agreement

21.1*		Subsidiaries of Property Management Corporation of America

31.1**		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rule 13a-14(a) As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2**		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rule 13a-14(a) As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**		Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2**		Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101***		The following materials from the Annual Report on Form 10-K of Property Management Corporation of America for the periods ended February 28, 2018 and February 28, 2017, formatted in XBRL (Extensible Business Reporting Language): (i) the Balance Sheets; (ii) the Statements of Operations; (iii) the Statement of Changes in Stockholders’ Deficit; (iv) the Statements of Cash Flows; and (v) Notes to Consolidated Financial Statements.

* Incorporated by reference to the exhibits filed with the Company’s Registration Statement on Form S-1 (No. 333-196503), effective June 26, 2014.

** Exhibit filed with this Annual Report on Form 10-K.

*** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	PROPERTY MANAGEMENT CORPORATION OF AMERICA


	/s/ H’sien Loong Wong		August 3, 2018
	H’sien Loong Wong
	Chairman, President, Chief Executive Officer and Chief Financial Officer – Appointed April 14, 2017
	(Principle Executive and Financial and Accounting Officer)

In accordance with the Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.

Signature	Title	Date


/s/ H’sien Loong Wong
H’sien Loong Wong	Chairman of the Board of Directors, Chief Executive Officer, President and Chief Financial Officer – Appointed April 14, 2017 (Principal Executive and Financial and Accounting Officer)	August 3, 2018

FINGERMOTION, INC.

Fka Property Management Corporation of America

Index to the Financial Statements

Contents	Page(s)

Report of Independent Registered Public Accounting Firms	F-1

Consolidated balance sheets at February 28, 2018 and 2017	F-2

Consolidated statements of operations for the year ended February 28, 2018 and period from April 6, 2016 Inception to February 28, 2017	F-3

Consolidated statement of changes in stockholders’ deficiency for the year ended February 28, 2018 and period from April 6, 2016 Inception to February 28, 2017	F-4

Consolidated statements of cash flows for the year ended February 28, 2018 and period from April 6, 2016 Inception to February 28, 2017	F-5

Notes to the consolidated financial statements	F-6 - F-15

中正達會計師事務所有限公司

Centurion ZD CPA Limited

Certified Public Accountants (Practising)

Unit 1304, 13/F, Two Harbourfront, 22 Tak Fung Street, Hunghom, Hong Kong.

香港紅磡德豐街22號海濱廣場二期 13樓1304室

Tel 電話: (852) 2126 2388 Fax 傳真: (852) 2122 9078

Report of Independent Registered Public Accounting Firms

To the Board of Directors and Stockholders of FingerMotion, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of FingerMotion, Inc. (the “Company”) as of February 28, 2018 and 2017, and the related consolidated statements of operations, stockholders’ deficiency and cash flows for the year ended February 28, 2018 and period from April 6, 2016 Inception to February 28, 2017, and the related notes (collectively referred to as the "financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of February 28, 2018 and 2017, and the results of its operations and its cash flows for the year ended February 28, 2018 and period from April 6, 2016 Inception to February 28, 2017 in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Centurion ZD CPA Ltd.

Centurion ZD CPA Ltd.

Hong Kong

August 1, 2018

We have served as the Company's auditor since 2017.

F-1

FINGERMOTION, INC.

Fka Property Management Corporation of America

Consolidated Condensed Balance Sheets

	February 28,			February 28,
	2018			2017

ASSETS

Current Assets

Cash	$	10,551		$	13,346

Accounts receivable		296,249			54,793

Equipment (net of $145 and $-0- depreciation)		1,594			-

Intangible assets (net of $114,583 and $-0- amortization)		85,417			-

Prepaid expenses		40,534			-

Other receivable		5,494			5,589

TOTAL ASSETS	$	439,839		$	73,728

LIABILITIES AND STOCKHOLDER'S DEFICIENCY

Current Liabilities

Accounts payable	$	107,082		$	131,580

Other accrued expenses		385,124			97,695

Accrued inetrest		274			-

Convertible notes		50,000			-

Due to related party		-			1,646

TOTAL LIABILITIES		542,480			230,921

STOCKHOLDERS' DEFICIENCY
Preferred stock, par value $0.0001 per share; Authorized 1,000,000 shares; issued and outstanding -0- shares.		-			-

Common Stock, par value $0.0001 per share; Authorized 19,000,000 shares; issued and outstanding 17,432,753 shares. and 12,000,000 issued and outstanding at February 28, 2018 2017, respectively.		1,743			1,200

Common stock subscribed		150,000			-

Additional paid-in capital		1,655,130			-

Accumulated deficit		(1,909,514	)		(158,393	)

TOTAL STOCKHOLDERS' DEFICIENCY		(102,641	)		(157,193	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY	$	439,839		$	73,728

See accompanying notes to the consolidated financial statements.

F-2

FINGERMOTION, INC.

Fka Property Management Corporation of America

Consolidated Statements of Operations

	Year ended			Period from April 6, 2016 Inception
	February 28, 2018			to February 28, 2017


Revenue	$	453,543		$	67,734
Cost of revenue		(434,717	)		(52,737	)

Gross profit		18,826			14,997

Amortization and depreciation		114,728			-
General and administrative expenses		1,653,666			173,390

Total operating expenses		1,768,394			173,390

Net loss from operations		(1,749,568	)		(158,393	)

Other expense:
Exchange rate loss		(1,279	)		-
Interest expense		(274	)		-

Total other expense		(1,553	)		-

Net Loss	$	(1,751,121	)	$	(158,393	)

Basic Loss Per Share	$	(0.15	)	$	(0.06	)
Diluted (Loss) Per Share	$	(0.15	)	$	(0.06	)
Wgt Ave Common Shares Outstanding - Basic *		11,729,514			2,576,750
Wgt Ave Common Shares Outstanding - Diluted *		11,760,199			2,576,750

* Reflects 4 to 1 reverse split as of June 23, 2017

See accompanying notes to the consolidated financial statements.

F-3

FINGERMOTION, INC.

Fka Property Management Corporation of America

Consolidated Statement of Stockholders’ Deficiency

	Common Stock				Additional			Common stock		Accumulated
	Shares		Amount		paid-in capital			subscribed		Deficit			Total
Balance at March 1, 2017		12,000,000	$	1,200	$	-		$	-	$	(158,393	)	$	(157,193	)

Common stock issued in reverse merger *		2,576,753		258		(15,835	)							(15,577	)

Common stock issued for cash		1,506,000		150		1,623,850								1,624,000

Fair value of common stock issued for services		1,350,000		135		47,115								47,250

Stock subscribed		-		-		-			150,000					150,000

Net Loss		-		-		-			-		(1,751,121	)		(1,751,121	)

Balance at February 28, 2018		17,432,753	$	1,743	$	1,655,130		$	150,000	$	(1,909,514	)	$	(102,641	)

* Reflects 4 to 1 reverse stock split as of June 23, 2017

See accompanying notes to the consolidated financial statements.

F-4

FINGERMOTION, INC.

Fka Property Management Corporation of America

Consolidated Statement of Cash Flows

	Year ended			Period from April 6, 2016
	February			Inception to February 28,
	28, 2018			2017


Net loss	$	(1,751,121	)	$	(158,393	)
Adjustments to reconcile decrease in net assets to net cash (used in) provided by operating activities:


Amortization and depreciation		114,728			-

Common stock issued for services		47,250			-

Increase in accounts receivable		(241,456	)		(54,793	)

Decrease (Increase) in other receivable		95			(4,389	)

Increase in prepaid expenses		(40,534	)		-

Increase in accounts payable and other accrued expenses		261,285			230,921

Increase in accrued interest		274			-


Cash (used in) provided by operating activities		(1,609,479	)		13,346

Cash flows from investing activities


Purchase of equipment		(1,739	)		-

Acquisition of licenses		(200,000	)		-


Net cash used in investing activities		(201,739	)		-

Cash flows from financing activities


Proceeds from issuance of common stock		1,624,000			-

Common stock issued in reverse merger		(15,577	)		-

Proceeds from convertible notes		50,000			-

Proceeds from stock subscriptions		150,000			-

Net cash provided by financing activities		1,808,423			-


Net change in cash		(2,795	)		13,346

Cash at beginning of year		13,346			-

Cash at end of year	$	10,551		$	13,346


Supplemental disclosures of cash flow information:

Interest paid	$	-		$	-

Income tax paid	$	-		$	-

See accompanying notes to the consolidated financial statements.

F-5

FINGERMOTION, INC.

Fka Property Management Corporation of America

Notes to the Consolidated Financial Statements

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 offers 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 incorporated on April 6, 2016 that is an information technology company which specialize in operating and publishing mobile games.

Pursuant to the Share Exchange Agreement, the Company agreed to exchange the outstanding equity stock of FMCL held by the FMCL Shareholders for shares of common stock of the Company. 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 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.

Note 2 - Summary of Principal Accounting Policies

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.

F-6

FINGERMOTION, INC.

Fka Property Management Corporation of America

Notes to the Consolidated Financial Statements

Identifiable Intangible Assets

Identifiable intangible assets are recorded at cost and are amortized over 3-10 years. Similar to tangible property and equipment, the Company periodically evaluates identifiable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

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 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.

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 to seven years. Land is classified as held for sale when management has the ability and intent to sell, in accordance with ASC Topic 360-45.

F-7

FINGERMOTION, INC.

Fka Property Management Corporation of America

Notes to the Consolidated Financial Statements

Convertible notes

In accordance with ASC subtopic 470-20, the convertible notes are initially carried at the principal amount of the convertible notes. Debt premium or discounts, which are the differences between the carrying value and the principal amount of convertible notes at the issuance date, together with related debts issuance cost, are subsequently amortized using effective interest method as adjustments to interest expense from the debt issuance date to its first redemption date. Convertible notes are classified as a current liability if they are or will be callable by the Company or puttable by the debt holders within one year from the balance sheet date, even though liquidation may not be expected within that period.

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 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.

F-8

FINGERMOTION, INC.

Fka Property Management Corporation of America

Notes to the Consolidated Financial Statements

Recently Issued Accounting Pronouncements

In July 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. The ASU was issued to address the complexity associated with applying generally accepted accounting principles (GAAP) for certain financial instruments with characteristics of liabilities and equity. The ASU, among other things, eliminates the need to consider the effects of down round features when analyzing convertible debt, warrants and other financing instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. The amendments are effective for fiscal years beginning after December 15, 2018, and should be applied retrospectively. Early adoption is permitted, including adoption in an interim period. The Company plans to early adopt the ASU, and is currently evaluating implementation date and the impact of this amendment on its financial statements.

In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting, to provide clarity and reduce both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, Compensation—Stock Compensation, to a change to the terms or conditions of a share-based payment award. The ASU provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in ASC 718.

The amendments are effective for fiscal years beginning after December 15, 2017, and should be applied prospectively to an award modified on or after the adoption date. Early adoption is permitted, including adoption in an interim period. The Company does not expect this amendment to have a material impact on its financial statements.

In March 2017, the FASB issued ASU No. 2017-08, Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities, to amend the amortization period for certain purchased callable debt securities held at a premium. The ASU shortens the amortization period for the premium to the earliest call date. Under current Generally Accepted Accounting Principles (“GAAP”), entities generally amortize the premium as an adjustment of yield over the contractual life of the instrument. The amendments should be applied on a modified retrospective basis, and are effective for fiscal years beginning after December 15, 2018. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact of this amendment on its financial statements.

F-9

FINGERMOTION, INC.

Fka Property Management Corporation of America

Notes to the Consolidated Financial Statements

Recently Issued Accounting Pronouncements (continued)

In February 2017, the FASB issued ASU No. 2017-05, Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets, to clarify the scope of Subtopic 610-20, Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets, and to add guidance for partial sales of nonfinancial assets. Subtopic 610-20, which was issued in May 2014 as a part of ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), provides guidance for recognizing gains and losses from the transfer of nonfinancial assets in contracts with noncustomers. The amendments are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, which is the same time as the amendments in ASU No. 2014-09, and early adoption is permitted. The Company is currently evaluating the impact of this amendment on its financial statements.

In January 2017, the FASB issued ASU No. 2017-03, Accounting Changes and Error Corrections (Topic 250). The ASU adds SEC disclosure requirements for both the quantitative and qualitative impacts that certain recently issued accounting standards will have on the financial statements of a registrant when such standards are adopted in a future period. Specially, these disclosure requirements apply to the adoption of ASU No. 2014- 09, Revenue from Contracts with Customers (Topic 606); ASU No. 2016-02, Leases (Topic 842); and ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The Company is currently evaluating the impact of these amendments on its financial statements.

Between May 2014 and December 2016, the FASB issued several ASU’s on Revenue from Contracts with Customers (Topic 606). These updates will supersede nearly all existing revenue recognition guidance under current U.S. generally accepted accounting principles (GAAP). The core principle is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. A five-step process has been defined to achieve this core principle, and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The standards are effective for annual periods beginning after December 15, 2017, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standards in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting the standards recognized at the date of adoption (which includes additional footnote disclosures). The Company is currently evaluating the impact of its pending adoption of these standards on its financial statements and has not yet determined the method by which it will adopt the standard in 2018.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force), to provide guidance on the presentation of restricted cash or restricted cash equivalents in the statement of cash flow. The amendments should be applied using a retrospective transition method, and are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is currently evaluating the impact of these amendments on its financial statements.

Note 3 - Going Concern

The accompanying unaudited 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 $1,909,514 and $158,393 at February 28, 2018 and 2017, respectively, and had a net loss of $1,741,121and $158,393 for the year ended February 28, 2018 and period from April 6, 2016 Inception to February 28, 2017, respectively.

The Company’s 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 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.

F-10

FINGERMOTION, INC.

Fka Property Management Corporation of America

Notes to the Consolidated Financial Statements

Note 4 – Equipment

As of February 28, 2018 and 2017, the company has the following amounts related to intangible assets:

	February 28,			February 28,
	2018			2017
Equipment	$	1,739		$	-
Less: accumulated depreciation		(145	)		-
Net equipment	$	1,594		$	-

No significant residual value is estimated for the equipment. Depreciation expense for the year ended February 28, 2018 and period from April 6, 2016 Inception to February 28, 2017 totaled $145 and -0-, respectively.

Note 5 – Intangible Assets

As of February 28, 2018 and 2017, the company has the following amounts related to intangible assets:

	February 28,			February 28,
	2018			2017
Licenses	$	200,000		$	-
Less: accumulated amortization		(114,583	)		-
Net intangible assets	$	85,417		$	-

No significant residual value is estimated for these intangible assets. Amortization expense year ended February 28, 2018 and period from April 6, 2016 Inception to February 28, 2017 totaled $114,583 and -0-, respectively.

The remaining amortization period of the Company’s amortizable intangible assets is approximately 8 months as of February 28, 2018. The estimated future amortization of the intangible assets is as follows:

For year ended February 28,		Estimated Amortization Expenses
2019		$	85,417

Note 6 – Convertible Notes

The convertible note having a Face Value of $50,000 at February 28, 2018 and accruing interest at 10% is due January 8, 2019. The note is convertible anytime from the date of issuance into $0.0001 par value Common Stock at $2.50 per share We estimate that the fair value of this convertible debt approximates the face value, so no value has been assigned to the beneficial conversion feature. Any gain or loss will be recognized at conversion.

F-11

FINGERMOTION, INC.

Fka Property Management Corporation of America

Notes to the Consolidated Financial Statements

Note 7 – Common Stock

The Company issued approximately 2,836,000 shares of common stock during the fiscal year ended February 28, 2018, of which 1,350,000 were issued to consultants at $0.035 per share. 400,000, 470,000 and 636,000 shares were issued to investors at a per share purchase price of $0.50, $1.00 and $1.50, respectively. The Company also entered into agreement for the issuance of an additional approximately 150,000 shares for an aggregate purchase price of approximately $150,000. As of February 28, 2018, the 150,000 shares have not yet been issued.

Also, in September 2017, Company’s CEO, H’sien Loong Wong, distributed approximately 1,900,000 of his shares of common stock to certain non-U.S. accredited investors. Mr. Wong retained 350,000 shares of common stock.

The Company declared no dividends through February 28, 2018.

Note 8 – Common Stock Subscribed

The Company has received $150,000 from the sale of common stock and the shares had not been issued as of February 28, 2018.

Note 9 – Related Party Transactions

One hundred percent (100%) of the Company’s revenue prior to the change of control on April 14, 2017 came from the management of two properties under management services contracts. These properties are owned in part by the former Chairman, Chief Executive Officer, President and Chief Financial Officer of the Company. Since the control change the Company no longer has this revenue stream.

The Company sublet an approximate 250 square foot office space from Washington Capital Advisors LLC. in Marshall, Virginia, which served as its principal executive offices. The sublease was on a month-to-month basis for $350 per month. Rent expense related to its office space was $350 and $1,050 for the year ended February 28, 2018 and period from April 6, 2016 Inception to February 28, 2017, respectively. The lease ended after March 2017.

F-12

FINGERMOTION, INC.

Fka Property Management Corporation of America

Notes to the Consolidated Financial Statements

Note 10 – Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per common share:

	Year ended February 28, 2018			Period from April 6, 2016 Inception to February 28, 2017

Numerator - basic
Net Loss	$	(1,751,121	)	$	(158,394	)
Numerator - diluted
Net Loss	$	(1,750,847	)	$	(158,394	)
Weighted average number of common shares outstanding —basic *		11,729,514			2,576,750
Weighted average number of common shares outstanding —diluted *		11,760,199			2,576,750
Loss per common share — basic	$	(0.15	)	$	(0.06	)
Loss per common share —diluted	$	(0.15	)	$	(0.06

* Reflects 4 for 1 reverse split

Note 11 - 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 did not generate a taxable income for the fiscal year ended February 28, 2018 and period from April 6, 2016 Inception to February 28, 2017, which is subject to U.S. federal corporate income tax rate of 21% and 34%, respectively.

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 fiscal year ended February 28, 2018 and period from April 6, 2016 Inception to February 28, 2017, and therefore, Finger Motion Company Limited was not subject to Hong Kong profits tax.

F-13

FINGERMOTION, INC.

Fka Property Management Corporation of America

Notes to the Consolidated Financial Statements

Note 11 - Income Taxes (Continued)

The Company’s effective income tax rates were 21% and 34% for fiscal year ended February 28, 2018 and period from April 6, 2016 Inception to February 28, 2017, respectively. Income tax mainly consists of foreign income tax at statutory rates and the effects of permanent and temporary differences.

	Year ended February 28, 2018			Period from April 6, 2016 Inception to February 28, 2017

U.S. statutory tax rate		21	%		34.0	%
Hong Kong profit tax rate		16.5	%		16.5	%
Foreign income not registered in the Hong Kong		(16.5	)%		(16.5	)%
Others		0.0	%		0.0	%
Effective tax rate		21.0	%		34.0	%

As of February 28, 2018 and 2017, the Company has a deferred tax asset of $367,735 and $19,240, 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. As of February 28, 2018 and 2017, the valuation allowance was $367,735 and $19,240, respectively.

February 28,				February 28,
2018				2017

Deferred tax asset from operating losses carry-forwards	$	367,735		$	19,240
Valuation allowance		(367,735	)		(19,240	)
Deferred tax asset, net	$	-		$	-

Note 12 – Commitments And Contingencies

Operating lease

The Company did not have any operating leases as of February 28, 2018.

Legal proceedings

The Company is not aware of any material outstanding claim and litigation against them.

F-14

FINGERMOTION, INC.

Fka Property Management Corporation of America

Notes to the Consolidated Financial Statements

Note 13 – Subsequent Events

The Company has evaluated all transactions from February 28, 2018 through the financial statement issuance date for subsequent event disclosure consideration and noted no significant subsequent event that needs to be disclosed.

F-15

FingerMotion, Inc. - FORM 10-K - August 7, 2018

Attached files

FingerMotion, Inc. Reports