SecProbe.io

Filing text and metadata
Intelligence Terminal Search Topics Monthly Activity About

Correspondence 0001520138-23-000350 from FingerMotion, Inc. (FNGR) (CIK 0001602409) (FNGR)

FingerMotion, Inc. (FNGR) (CIK 0001602409)
Date: Aug. 28, 2023 · CIK: 0001602409 · Accession: 0001520138-23-000350

AI Filing Summary & Sentiment

File numbers found in text: 001-41187

Date
August 28, 2022
Author
Not clearly detected
Form
CORRESP
Company
FingerMotion, Inc. (FNGR) (CIK 0001602409)

Letter

Via EDGAR Correspondence United States Securities and Exchange Commission Washington, D.C. 20549 United States of America Attention: Division of Corporation Finance Disclosure Review Program

Dear Sirs/Mesdames:

Re: FingerMotion, Inc.

Form 10-K for the Fiscal Year Ended February 28, 2023

Filed May 30, 2023

SEC File No. 001-41187

We are counsel for and write on behalf of FingerMotion, Inc. (the “Company”) in response to the Staff’s letter of August 17, 2023 (the “Comment Letter”) with respect to the Company’s annual report on Form 10-K for the fiscal year ended February 28, 2023, as originally filed with the United States Securities and Exchange Commission (the “Commission”) on May 30, 2023 (the “Annual Report”).

The Comment Letter states in material part as follows:

Form 10-K for the Fiscal Year Ended December 31, 2022

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 53

1. We note that during your fiscal year 2022 you were identified by the Commission pursuant to Section 104(i)(2)(A) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7214(i)(2)(A)) as having retained, for the preparation of the audit report on your financial statements included in the Form 10-K, a registered public accounting firm that has a branch or office that is located in a foreign jurisdiction (or in Hong Kong in your case) and that the Public Company Accounting Oversight Board had determined it is unable to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction. Please provide the

McMillan LLP ½ Royal Centre, 1055 W. Georgia St., Suite 1500, PO Box 11117, Vancouver, BC, Canada V6E 4N7 ½ t 604.689.9111 ½ f 604.685.7084

Lawyers ½ Patent & Trade-mark Agents ½ Avocats ½ Agents de brevets et de marques de commerce

Vancouver ½ Calgary ½ Toronto ½ Ottawa ½ Montréal ½ Hong Kong ½ mcmillan.ca

August 28, 2023 Page 2

documentation required by Item 9C(a) of Form 10-K in the EDGAR submission form “SPDSCL-HFCAA-GOV” or tell us why you are not required to do so. Refer to the Staff Statement on the Holding Foreign Companies Accountable Act and the Consolidated Appropriations Act, 2023, available on our website at https://www.sec.gov/corpfin/announcement/statement-hfcaa-040623.

On behalf of the Company, we confirm that the Company has supplementally submitted to the Commission, in EDGAR submission form “SPDSCL-HFCAA-GOV”, its letter setting forth the information required by Item 9C(a) of Form 10-K, in relation to the Annual Report. We note that the Company’s most recent fiscal year ended on February 28, 2023 (not December 31, 2022, as indicated in the Comment Letter).

Should the Commission have any further comments or questions arising from any of the above response, please do not hesitate to contact the writer at (604) 893-7638.

Yours truly,

/s/ Michael Shannon

Michael Shannon

Partner

for McMillan LLP

cc: Martin Shen

Chief Executive Officer

FingerMotion, Inc.

Show Raw Text
CORRESP
1
filename1.htm

    Reply to the Attention of
    Michael Shannon

    Direct Line
    (604) 893-7638

    Direct Fax
    (604) 685-7084

    Email Address
    michael.shannon@mcmillan.ca

    Our File No.
    299657

    Date
    August 28, 2022

Via EDGAR Correspondence

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

United States of America

 Attention: Division of Corporation Finance

Disclosure Review Program

Dear Sirs/Mesdames:

 Re: FingerMotion, Inc.

Form 10-K for the Fiscal Year Ended February 28, 2023

Filed May 30, 2023

SEC File No. 001-41187

We are counsel for and
write on behalf of FingerMotion, Inc. (the “Company”) in response to the Staff’s letter of August 17, 2023 (the
“Comment Letter”) with respect to the Company’s annual report on Form 10-K for the fiscal year ended February
28, 2023, as originally filed with the United States Securities and Exchange Commission (the “Commission”) on May 30,
2023 (the “Annual Report”).

The Comment Letter states
in material part as follows:

Form 10-K for the Fiscal Year Ended
December 31, 2022

Item 9C. Disclosure Regarding Foreign
Jurisdictions that Prevent Inspections, page 53

 1. We note that during your fiscal year 2022 you were identified by the Commission pursuant to Section
104(i)(2)(A) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7214(i)(2)(A)) as having retained, for the preparation of the audit report on
your financial statements included in the Form 10-K, a registered public accounting firm that has a branch or office that is located in
a foreign jurisdiction (or in Hong Kong in your case) and that the Public Company Accounting Oversight Board had determined it is unable
to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction. Please provide the

    McMillan
    LLP ½ Royal Centre, 1055
    W. Georgia St., Suite 1500, PO Box 11117, Vancouver, BC, Canada V6E 4N7 ½ t
    604.689.9111 ½ f 604.685.7084

    Lawyers
    ½ Patent & Trade-mark
    Agents ½ Avocats ½
    Agents de brevets et de marques de commerce

    Vancouver
    ½ Calgary ½
    Toronto ½ Ottawa
    ½ Montréal ½
    Hong Kong ½ mcmillan.ca

August 28, 2023
Page 2

documentation required by Item 9C(a) of
Form 10-K in the EDGAR submission form “SPDSCL-HFCAA-GOV” or tell us why you are not required to do so. Refer to the Staff
Statement on the Holding Foreign Companies Accountable Act and the Consolidated Appropriations Act, 2023, available on our website at
https://www.sec.gov/corpfin/announcement/statement-hfcaa-040623.

On behalf of the Company,
we confirm that the Company has supplementally submitted to the Commission, in EDGAR submission form “SPDSCL-HFCAA-GOV”, its
letter setting forth the information required by Item 9C(a) of Form 10-K, in relation to the Annual Report. We note that the Company’s
most recent fiscal year ended on February 28, 2023 (not December 31, 2022, as indicated in the Comment Letter).

Should the Commission have
any further comments or questions arising from any of the above response, please do not hesitate to contact the writer at (604) 893-7638.

Yours truly,

/s/ Michael Shannon

Michael Shannon

Partner

for McMillan LLP

cc:	Martin Shen

	Chief Executive Officer

	FingerMotion, Inc.