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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended August 31, 2024
 
or
 
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ____to ___.
 
333-212447

Commission File Number
 
UPAY, Inc.
(Exact name of small business issuer as specified in its charter)
 
NEVADA
 
37-1793622
(State or other jurisdiction of incorporation or

organization)
 
(I.R.S. Employer Identification No.)
 
3010 LBJ Freeway, 12
th
Floor
Dallas, Texas 75234
(Address of principal executive offices)
 
(972) 888-6052
(Company’s telephone number, including area code)
 
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 preceding 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See 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
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 Exchange Act). Yes
  No 
 
The Company has
16,128,544
shares outstanding as of October 
17
, 2024.

 
 




UPAY, Inc.
Consolidated Financial Statements
(unaudited)

F-1
 

 
UPAY, INC.
Consolidated Balance Sheets
(Expressed in U.S. dollars)
 
 
 
August 31,
2024
 
 
 
 
February 29,
2024
 
 
 
 
(unaudited)
 
 
 
 
 
 
 
 
 
 
 
ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
121,846
 
 
$
642,846
 
Accounts receivable, net of allowance
 
 
30,571
 
 
 
73,395
 
Prepaid expenses and other current assets
 
 
13,146
 
 
 
2,884
 
 
 
 
 
 
 
 
 
 
Total Current Assets
 
 
165,563
 
 
 
719,125
 
 
 
 
 
 
 
 
 
 
Property and Equipment, Net (Note 3)
 
 
20,596
 
 
 
22,638
 
Right-of-use Assets, Net (Note 4)
 
 
9,168
 
 
 
18,169
 
Deposit (Note 11)
 
 
11,356
 
 
 
10,408
 
 
 
 
 
 
 
 
 
 
Total Assets
 
$
206,683
 
 
$
770,340
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
LIABILITIES AND STOCKHOLDERS’ DEFICIT
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accounts payable and accrued liabilities
 
$
66,863
 
 
$
572,904
 
Due to related parties (Note 5)
 
 
68,016
 
 
 
54,774
 
Current portion of lease liabilities (Note 7)
 
 
9,168
 
 
 
18,169
 
Current portion of notes payable (Note 6)
 
 
52,143
 
 
 
52,143
 
Notes payable – Related parties (Note 5)
 
 
251,000
 
 
 
251,000
 
 
 
 
 
 
 
 
 
 
Total Current Liabilities
 
 
447,190
 
 
 
948,990
 
 
 
 
 
 
 
 
 
 
Non-Current Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes Payable (Note 6)
 
 
76,157
 
 
 
76,157
 
 
 
 
 
 
 
 
 
 
Total Liabilities
 
 
523,347
 
 
 
1,025,147
 
 
 
 
 
 
 
 
 
 
Stockholders’
Deficit
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Preferred Stock, $0.001 par value, 10,000,000 shares authorized; no shares issued and outstanding
 
 
 
 
 
 
Common Stock, $0.001 par value, 100,000,000 shares authorized; 16,128,544 and 15,708,544 shares issued and outstanding, respectively
 
 
16,128
 
 
 
15,708
 
Common Stock Issuable
 
 
479,995
 
 
 
313,331
 
Additional Paid-in Capital
 
 
1,216,170
 
 
 
1,116,590
 
Accumulated Deficit
 
 
(1,965,190
)
 
 
(1,623,189
)
Accumulated Other Comprehensive Loss
 
 
(63,767
)
 
 
(77,247
)
 
 
 
 
 
 
 
 
 
Total Stockholders’ Deficit
 
 
(316,664
)
 
 
(254,807
)
 
 
 
 
 
 
 
 
 
Total Liabilities and Stockholders’ Deficit
 
$
206,683
 
 
$
770,340
 
 
The accompanying notes are an integral part of these unaudited consolidated financial statements.
 
 
F-2
 
UPAY, Inc.
Consolidated Statements of Operations and Comprehensive Loss
(Expressed in U.S. dollars)
(unaudited)
 
 
 
Three months
 
 
Three months
 
 
Six months
 
 
Six months
 
 
 
Ended
 
 
Ended
 
 
Ended
 
 
Ended
 
 
 
August 31,
 
 
August 31,
 
 
August 31,
 
 
August 31,
 
 
 
2024
 
 
2023
 
 
2024
 
 
2023
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
$
168,071
 
 
$
364,042
 
 
$
425,320
 
 
$
696,618
 
Cost of Revenue
 
 
(49,378
)
 
 
(158,335
)
 
 
(183,711
)
 
 
(317,471
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gross Profit
 
 
118,693
 
 
 
205,707
 
 
 
241,609
 
 
 
379,147
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Expenses
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Amortization of right-of-use assets (Note 4)
 
 
 
 
 
 
 
 
 
 
 
888
 
Depreciation (Note 3)
 
 
1,951
 
 
 
3,471
 
 
 
3,855
 
 
 
13,190
 
General and administrative
 
 
300,946
 
 
 
370,363
 
 
 
565,956
 
 
 
559,261
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Expenses
 
 
302,897
 
 
 
373,834
 
 
 
569,811
 
 
 
573,339
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loss Before Other Income (Expenses) and Income Taxes
 
 
(184,204
)
 
 
(168,127
)
 
 
(328,202
)
 
 
(194,192
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other Income (Expenses)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest income
 
 
914
 
 
 
1,893
 
 
 
2,771
 
 
 
3,006
 
Interest expense
 
 
(8,034
)
 
 
(8,384
)
 
 
(16,570
)
 
 
(16,704
)
Gain on settlement of lease (Note 7)
 
 
 
 
 
 
 
 
 
 
 
1,052
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loss Before Income Taxes
 
 
(191,324
)
 
 
(174,618
)
 
 
(342,001
)
 
 
(206,838
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Provision for income taxes
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Loss
 
 
(191,324
)
 
 
(174,618
)
 
 
(342,001
)
 
 
(206,838
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other Comprehensive Income (Loss)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Foreign currency translation adjustments
 
 
10,453
 
 
 
4,776
 
 
 
13,480
 
 
 
(3,776
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Comprehensive Loss
 
$
(180,871
)
 
$
(169,842
)
 
$
(328,521
)
 
$
(210,614
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Loss Per Share – Basic and Diluted
 
$
(0.01
)
 
$
(0.01
)
 
$
(0.02
)
 
$
(0.01
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted-average Common Shares Outstanding – Basic and Diluted
 
 
16,467,742
 
 
 
17,363,037
 
 
 
16,329,061
 
 
 
17,276,624
 
 
The accompanying notes are an integral part of these unaudited consolidated financial statements.
 
 
F-3
 
UPAY, Inc.
Consolidated Statement of Stockholders’ Deficit and Accumulated Other Comprehensive Loss
(Expressed in U.S. dollars)
(unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accumulated
 
 
 
 
 
 
 
 
 
 
 
 
Additional
 
 
Common
 
 
 
 
 
Other
 
 
 
 
 
 
Common Stock
 
 
Paid-in
 
 
Stock
 
 
Accumulated
 
 
Comprehensive
 
 
 
 
 
 
Shares
 
 
Amount
 
 
Capital
 
 
Issuable
 
 
Deficit
 
 
Loss
 
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance – February 28, 2023
 
 
17,190,211
 
 
$
17,190
 
 
$
535,275
 
 
$
13,334
 
 
$
(886,998
)
 
$
(60,828
)
 
$
(382,027
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stock subscriptions received
 
 
 
 
 
 
 
 
 
 
 
10,000
 
 
 
 
 
 
 
 
 
10,000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common stock issuable for services
 
 
 
 
 
 
 
 
 
 
 
20,000
 
 
 
 
 
 
 
 
 
20,000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net loss
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(32,220
)
 
 
 
 
 
(32,220
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Foreign currency translation adjustments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(8,552
)
 
 
(8,552
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance – May 31, 2023
 
 
17,190,211
 
 
$
17,190
 
 
$
535,275
 
 
$
43,334
 
 
$
(919,218
)
 
$
(69,380
)
 
$
(392,799
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common stock issued for cash
 
 
303,333
 
 
 
303
 
 
 
109,697
 
 
 
(10,000
)
 
 
 
 
 
 
 
 
100,000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common stock issued for services
 
 
50,000
 
 
 
50
 
 
 
39,950
 
 
 
(40,000
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common stock issuable for services
 
 
 
 
 
 
 
 
 
 
 
186,666
 
 
 
 
 
 
 
 
 
186,666
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net loss
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(174,618
)
 
 
 
 
 
(174,618
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Foreign currency translation adjustments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4,776
 
 
 
4,776
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance – August 31, 2023
 
 
17,543,544
 
 
$
17,543
 
 
$
684,922
 
 
$
180,000
 
 
$
(1,093,836
)
 
$
(64,604
)
 
$
(275,975
)
 
The accompanying notes are an integral part of these unaudited consolidated financial statements.
 
 
F-4
 
UPAY, Inc.
Consolidated Statement of Stockholders’ Deficit and Accumulated Other Comprehensive Loss
(Expressed in U.S. dollars)
(unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accumulated
 
 
 
 
 
 
 
 
 
 
 
 
Additional
 
 
Common
 
 
 
 
 
Other
 
 
 
 
 
 
Common Stock
 
 
Paid-in
 
 
Stock
 
 
Accumulated
 
 
Comprehensive
 
 
 
 
 
 
Shares
 
 
Amount
 
 
Capital
 
 
Issuable
 
 
Deficit
 
 
Loss
 
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance – February 28, 2024
 
 
15,708,544
 
 
$
15,708
 
 
$
1,116,590
 
 
$
313,331
 
 
$
(1,623,189
)
 
$
(77,247
)
 
$
(254,807
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common stock issuable for services
 
 
 
 
 
 
 
 
 
 
 
83,332
 
 
 
 
 
 
 
 
 
83,332
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net loss
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(150,677
)
 
 
 
 
 
(150,677
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Foreign currency translation adjustments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3,027
 
 
 
3,027
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance – May 31, 2024
 
 
15,708,544
 
 
$
15,708
 
 
$
1,116,590
 
 
$
396,663
 
 
$
(1,773,866
)
 
$
(74,220
)
 
$
(319,125
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common stock issuable for services
 
 
 
 
 
 
 
 
 
 
 
83,332
 
 
 
 
 
 
 
 
 
83,332
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common stock issued for cash
 
 
200,000
 
 
 
200
 
 
 
99,800
 
 
 
 
 
 
 
 
 
 
 
 
100,000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common stock issued for Huntpal LLC acquisition
 
 
220,000
 
 
 
220
 
 
 
(220
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net loss
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(191,324
)
 
 
 
 
 
(191,324
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Foreign currency translation adjustments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10,453
 
 
 
10,453
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance – August 31, 2024
 
 
16,128,544
 
 
$
16,128
 
 
$
1,216,170
 
 
$
479,995
 
 
$
(1,965,190
)
 
$
(63,767
)
 
$
(316,664
)
 
The accompanying notes are an integral part of these unaudited consolidated financial statements.
 
 
F-5
 
UPAY, Inc.
Consolidated Statements of Cash Flows
(Expressed in U.S. dollars)
(unaudited)
 
 
 
Six months
Ended
August 31,
2024
 
 
 
 
 
 
 
 
Six months
Ended
August 31,
2023
 
 
 
 
 
 
 
 
 
 
 
Cash Flows from Operating Activities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Loss
 
$
(342,001
)
 
$
(206,838
)
 
 
 
 
 
 
 
 
 
Adjustments to reconcile net loss to net cash used in operating activities:
 
 
 
 
 
 
 
 
Amortization of right-of-use assets
 
 
 
 
 
888
 
Common stock issued or issuable for services
 
 
166,664
 
 
 
206,666
 
Depreciation
 
 
3,855
 
 
 
13,190
 
Gain on settlement of lease
 
 
 
 
 
(1,052
)
Interest expense on lease liability
 
 
 
 
 
67
 
 
 
 
 
 
 
 
 
 
Changes in operating assets and liabilities:
 
 
 
 
 
 
 
 
Accounts receivable
 
 
47,226
 
 
 
594
 
Prepaid expenses and other current assets
 
 
(10,000
)
 
 
(3,340
)
Deposits
 
 
 
 
 
32,361
 
Accounts payable and accrued liabilities
 
 
(530,012
)
 
 
(135,036
)
Accounts payable – related party
 
 
13,212
 
 
 
12,653
 
 
 
 
 
 
 
 
 
 
Net Cash Used in Operating Activities
 
 
(651,056
)
 
 
(79,847
)
 
 
 
 
 
 
 
 
 
Cash Flows from Investing Activities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchase of property and equipment
 
 
 
 
 
(23,142
)
 
 
 
 
 
 
 
 
 
Net Cash Used in Investing Activities
 
 
 
 
 
(23,142
)
 
 
 
 
 
 
 
 
 
Cash Flows from Financing Activities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Proceeds from common stock issued for cash
 
 
100,000
 
 
 
110,000
 
Repayment of lease liabilities
 
 
 
 
 
(1,021
)
 
 
 
 
 
 
 
 
 
Net Cash Provided by Financing Activities
 
 
100,000
 
 
 
108,979
 
 
 
 
 
 
 
 
 
 
Effect of Exchange Rate Changes on Cash
 
 
30,056
 
 
 
(11,011
)
 
 
 
 
 
 
 
 
 
Change in Cash and Cash Equivalents
 
 
(521,000
)
 
 
(5,021
)
 
 
 
 
 
 
 
 
 
Cash and Cash Equivalents - Beginning of Period
 
 
642,846
 
 
 
662,991
 
 
 
 
 
 
 
 
 
 
Cash and Cash Equivalents - End of Period
 
$
121,846
 
 
$
657,970
 
 
 
 
 
 
 
 
 
 
Supplemental Disclosures of Cash Flow Information:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest paid
 
$
16,570
 
 
$
16,704
 
Income taxes paid
 
$
 
 
$
 
 
 
 
 
 
 
 
 
 
Non-cash Investing and Financing Activities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common stock issued for acquisition of Huntpal LLC
 
$
147,400
 
 
$
 
 
The accompanying notes are an integral part of these unaudited consolidated financial statements.
 
 
F-6
1.
Nature of Operations and Continuance of Business

UPAY, Inc. (the “Company”) was incorporated in the State of Nevada on July 8, 2015. By a Share Exchange Agreement dated November 4, 2015, the Company agreed to acquire all of the issued and outstanding shares of Rent Pay (Pty) Ltd (“Rent Pay”), in exchange for 200,000 shares of the Company’s common stock. The acquisition was a capital transaction in substance and therefore was accounted for as a recapitalization. Rent Pay was incorporated in South Africa on February 1, 2012. Because Rent Pay was deemed to be the acquirer for accounting purposes, the consolidated financial statements are presented as a continuation of Rent Pay and include the results of operations of Rent Pay since incorporation on February 1, 2012, and the results of operations of the Company since the date of acquisition on November 4, 2015. On March 2, 2022, the Company acquired a controlling interest in Miway Finance Inc. (“Miway”), which was determined to be a transaction between entities under common control. On May 30, 2023, the Company incorporated a wholly-owned subsidiary, taking a controlling interest in Huntpal LLC (“Huntpal”). On June 13, 2024, the Company acquired the remaining non-controlling interest in Huntpal, increasing its ownership to 100%. On May 28, 2024, the Company acquired a controlling interest in AML Go (Pty) Ltd (“AML”) which was incorporated on July 3, 2023. AML was determined to be an entity under common control, and the transaction was considered immaterial due to the nominal assets and liabilities at the time of acquisition.
 
Rent Pay operates principally in South Africa and engages in software development and licensing and provides services to the credit provider industry.
 
2.
Summary of Significant Accounting Policies
 
a)
Basis of Presentation
These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company’s fiscal year end is February 28. The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, Rent Pay and Huntpal LLC, and its controlled subsidiaries, Miway and AML. The Company owns 48% of Miway and 51% of AML. All significant intercompany transactions and accounts have been eliminated in consolidation.

b)
Interim Financial Statements
The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year end February 29, 2024, have been omitted.

c)
Use of Estimates
 
The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to useful life and recoverability of long-lived assets, and deferred income tax asset valuations. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

d)
Going Concern
 
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As of August 31, 2024, the Company does not have revenues sufficient to execute its business plan. The Company intends to fund operations through equity financing arrangements. There is no assurance that this will be successful. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
e)
Recent Accounting Pronouncements
 
The Company has implemented all new accounting pronouncements that are in effect and that may impact its unaudited consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
 
 
F-7
 
 
3.
Property and Equipment, Net
 
Property and equipment, net, consists of the following:
 
 
 
Cost
 
 
Accumulated
Depreciation
 
 
 
 
August 31,
2024
Net Carrying Value
 
 
 
 
 
 
February 29,
2024
Net Carrying Value
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Computer equipment
 
$
14,724
 
 
$
(11,531
)
 
$
3,193
 
 
$
4,186
 
Computer software
 
 
206,000
 
 
 
(205,835
)
 
 
165
 
 
 
325
 
Furniture and fixtures
 
 
10,478
 
 
 
(8,534
)
 
 
1,944
 
 
 
2,074
 
Motor vehicle
 
 
25,810
 
 
 
(11,036
)
 
 
14,774
 
 
 
15,414
 
Office equipment
 
 
4,501
 
 
 
(3,981
)
 
 
520
 
 
 
639
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
$
261,513
 
 
$
(240,917
)
 
$
20,596
 
 
$
22,638
 
 
During the six months ended August 31, 2024, the Company recorded depreciation expense of $3,855 (2023
$13,190). During the six months ended August 31, 2024, the Company acquired $nil (2023
$1,180) of computer equipment and $nil (2023
$21,962) of motor vehicles.
 
4.
Right-Of-Use Assets, Net
 
Right-of-use assets, net, consist of the following:
 
 
 
Cost
 
 
Accumulated
Amortization
 
 
 
 
August 31,
2024
Net Carrying
Value
 
 
 
 
 
 
 
 
February 29,
2024
Net Carrying
Value
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Right-of-use building (operating lease)
 
$
64,994
 
 
$
(55,826
)
 
$
9,168
 
 
$
18,169
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
$
64,994
 
 
$
(55,826
)
 
$
9,168
 
 
$
18,169
 
 
During the six months ended August 31, 2024, the Company recorded rent expense of $10,679 (2023 - $10,032) related to Company’s right-of-use building and amortization expense of $nil (2023 - $888) related to the Company’s right-of-use vehicles. During the year ended February 29, 2024, the Company settled a lease obligation on a right-of-use vehicle with a carrying value of $1,894 and a remaining lease liability of $2,936, which resulted in a gain on settlement of lease of $1,042.
 
5.
Due to Related Parties
 
a)
On March 24, 2021, the Company entered into a promissory note with the Chief Executive Officer (“CEO”) of the Company for $10,000, which is unsecured, bears interest of 10% per annum and matured on March 24, 2022. As at
August 31, 2024
, the outstanding principal is $10,000 (
February 29, 2024
– $10,000) and the Company has recognized accrued interest of $3,441 (
February 29, 2024
– $2,963), which is included in due to related parties.  
 
b)
On September 7, 2021, the Company entered into a promissory note with the CEO of the Company for $10,000, which is unsecured, bears interest of 10% per annum and matured on March 7, 2022. As at
August 31, 2024
, the outstanding principal is $10,000 (
February 29, 2024
– $10,000) and the Company has recognized accrued interest of $2,984 (
February 29, 2024
– $2,479) which is included in due to related parties.
 
c)
On February 11, 2022, the Company entered into a promissory note with the CEO of the Company for $20,000, which is unsecured, bears interest of 10% per annum and matured on February 11, 2023. As at
August 31, 2024
, the outstanding principal is $20,000 (
February 29, 2024
– $20,000) and the Company has recognized accrued interest of $5,107 (
February 29, 2024
– $4,099), which is included in due to related parties.
 
d)
On April 14, 2021, the Company entered into a promissory note with a company controlled by a significant shareholder of the Company for $26,000, which is unsecured, bears interest of 10% per annum and matured on October 13, 2023. As at
August 31, 2024
, the outstanding principal is $26,000 (
February 29, 2024
– $26,000) and the Company has recognized accrued interest of $8,797 (
February 29, 2024
– $7,487), which is included in due to related parties.
 
e)
On February 11, 2022, the Company entered into a promissory note with a company controlled by a significant shareholder of the Company for $130,000, which is unsecured, bears interest of 10% per annum and matures on February 11, 2023. As at
August 31, 2024
, the outstanding principal is $130,000 (
February 29, 2024
– $130,000) and the Company has recognized accrued interest of $33,195 (
February 29, 2024
– $26,641), which is included in due to related parties.
 
 
F-8
 
f)
During the year ended February 28, 2022, a third-party lender purchased a promissory note from a company controlled by a significant shareholder of the Company in the amount of $15,000, which is unsecured, bears interest of 10% per annum and matured on October 13, 2023. As at August 31, 2024, the outstanding principal is $15,000 (February 29, 2024 – $15,000) and the Company has recognized accrued interest of $5,075 (February 29, 2024 – $4,319), which is included in due to related parties.
 
g)
On May 2, 2022, the Company entered into a promissory note with a company controlled by a significant shareholder of the Company for $25,000, which is unsecured, bears interest of 10% per annum and matured on March 2, 2023. As at August 31, 2024, the outstanding principal is $25,000 (February 29, 2024 – $25,000) and the Company has recognized accrued interest of $5,836 (February 29, 2024 – $4,575), which is included in due to related parties.
 
h)
On September 9, 2022, the Company entered into a promissory note with a company controlled by a significant shareholder of the Company for $15,000, which is unsecured, bears interest of 10% per annum and matured on September 9, 2023. As at August 31, 2024, the outstanding principal is $15,000 (February 29, 2024 – $15,000) and the Company has recognized accrued interest of $2,967 (February 29, 2024 – $2,211), which is included in due to related parties.
 
i)
As at August 31, 2024, the Company owes a total of $614 (February 29, 2024 – $nil) to officers of the Company for advances, which are unsecured, non-interest bearing and due on demand.
 
j)
During the six months ended August 31, 2024, the Company incurred salary expenses of $53,432 (R986,516) (2023 – $57,434 (R1,604,887)) to the CEO of the Company.
 
k)
During the six months ended August 31, 2024, the Company incurred directors’ fees of 50,000 (2023 – $40,000) to a Director of the Company pursuant to a Director Agreement (Note 10(b)).
 
l)
During the six months ended August 31, 2024, the Company incurred directors’ fees of $2,437 (R45,000) (2023 – $nil) to a Director of the Company.
 
m)
During the six months ended August 31, 2024, the Company incurred management fees of $116,664 (2023 - $nil) to the Chief Operating Officer (“COO”) and Director of the Company pursuant to a Director and Officer Agreement (Note 10(c)).
 
6.
Notes Payable
 
a)
On May 20, 2020, the Company entered into a promissory note with a third-party lender for $25,000, which is unsecured, bears interest of 10% per annum and matured on May 20, 2023. As at
August 31, 2024
, the Company has recognized accrued interest of $10,712 (
February 29, 2024
$
9,452), which is included in accounts payable and accrued liabilities.
 
b)
On May 27, 2020, the Company entered into a promissory note with the U.S. Small Business Administration for $77,800, which is secured by the assets of the Company, bears interest of 3.75% per annum and matures on May 27, 2050. Instalment payments, including principal and interest, of $380 per month will begin 12 months from the date of the promissory note. As at August 31, 2024, the Company has recognized accrued interest of $11,665 (
February 29, 2024
– $10,195), which is included in accounts payable and accrued liabilities.
 
c)
On October 22, 2021, the Company entered into a promissory note with a third-party lender for $25,500, which is unsecured, bears interest of 10% per annum and matured on October 13, 2023. As at
August 31, 2024
, the Company has recognized accrued interest of $7,294
(
February 29, 2024
$6,008), which is
included in accounts payable and accrued liabilities.
 
7.
Lease Liabilities
 
The Company commenced the leasing of a motor vehicle on October 10, 2018, for a term of five years. The monthly minimum lease payments were $512 (R9,456). The motor vehicle lease was classified as a finance lease. The interest rate underlying the obligation in the lease was 11.25% per annum. During the six months ended August 31, 2024, the Company paid a total of $nil (2023 - $1,021) in principal and interest payments on the motor vehicle lease.
 
On May 10, 2023, the Company settled the motor vehicle finance leases for a settlement fee of $2,549 (R47,204) resulting in a gain on settlement of $1,052 (R19,480). Upon the payment of the settlement fee, the vehicle title was transferred immediately to the Company and has been allocated to the Company’s property and equipment to be depreciated over the remainder of its useful life.
 
On February 1, 2021, the Company entered a two-year lease with a renewal option for office space in South Africa. The term of the renewal agreement is for an additional two years and commenced on February 1, 2023. Rental payments are due at the beginning of each month and increase at an annual rate of 7%. The base monthly rental rate is $1,192 (R22,000) for the first year, $1,275 (R23,540) in the second year, $1,364 (R25,188) in the third year, and $1,460 (R26,951) in the final year of the lease. On January 26, 2023, the Company executed the renewal option for two additional years of its lease, commencing on February 1, 2023. Rental payments are due at the beginning of each month. The base monthly rental rate is $1,679 (R31,000) for the first year and $1,780 (R32,860) in the second year. The office space lease was classified as an operating lease. The interest rate underlying the obligation in the lease was 7% per annum.
 
 
F-9
 
The following is a schedule by years of future minimum lease payments under the remaining finance leases together with the present value of the net minimum lease payments as of August 31, 2024:
 
Years ending February 28:
 
Building Lease
(Operating Lease)
 
 
 
 
 
 
2025
 
$
9,329
 
 
 
 
 
 
Net minimum lease payments
 
 
9,329
 
Less: amount representing interest payments
 
 
(161
)
 
 
 
 
 
Present value of net minimum lease payments
 
 
9,168
 
Less: current portion
 
 
(9,168
)
 
 
 
 
 
Long-term portion
 
$
 
 
8.
Common Stock
 
Share transactions for the six months ended August 31, 2024:
 
a)
On June 13, 2024, the Company issued 220,000 shares of common stock with a fair value of $147,400 to the acquire the remaining 49% non-controlling interest in Huntpal LLC
. At the date of acquisition, the carrying value of the non-controlling interest was $
nil
, resulting in a loss of $147,180 which was recognized against additional paid-in capital.
 
b)
On July 22, 2024, the Company issued 200,000 shares of common stock for proceeds of $100,000.
 
c)
The Company accrued 166,664 shares of common stock issuable with a fair value of $166,664 pursuant to a Director Agreement (Note 10(b)) and a Officer Agreement (Note 10(c)).
 
Share transactions for the six months August 31, 2023:
 
a)
On July 17, 2023, the Company issued 303,333 shares of common stock for proceeds of $110,000. The Company also issued 50,000 shares of common stock for services with a fair value of $40,000, pursuant to a Director Agreement.
 
b)
The Company accrued $50,000 of stock payable pursuant to a Director Agreement and $116,666 of stock payable pursuant to an Officer Agreement.
 
9.
   
Concentrations
 
The Company’s revenues were concentrated among two customers for the six months ended August 31, 2024, and three customers for the six months ended August 31, 2023.
 
Customer
 
Six months
Ended
August 31, 2024
 
 
 
 
 
 
 
1
 
 
32
%
2
 
 
14
%
 
Customer
 
Six months
Ended
August 31, 2023
 
 
 
 
 
 
 
1
 
 
24
%
2
 
 
20
%
3
 
 
11
%
 
 
F-10
 
The Company’s receivables were concentrated among two customers as at August 31, 2024, and one customer as at February 29, 2024:
 
Customer
 
August 31,
2024
 
 
 
 
 
 
1
 
 
32
%
2
 
 
23
%
 
Customer
 
February 29
,
2024
 
 
 
 
 
 
1
 
 
65
%
 
10.
Commitments and Contingencies
 
a)
On February 3, 2022 (the “Effective Date”), the former CEO of the Company and the Company entered into a Share Purchase and Separation Agreement (the “Agreement”) with the following terms: (a) former CEO sells the Company 7,125,000 shares of common stock of the Company and 3,700,000 shares of common stock of MiWay Finance, Inc. (the “Purchased Shares”), for $240,000, payable with a $150,000 cash payment within 10 days of the Effective Date; and (b) $10,000 per month for 9 consecutive months commencing April 1, 2022; (c) the Company will pay the former CEO current salary through February 2022; (d) former CEO shall retain ownership of 2,000,000 shares of the Company’s common stock subject to a lockup/leak out whereby the former CEO is prohibited from selling any of the 2,000,000 Shares for a period of 18 months and thereafter, shall be permitted to sell no more than 5,000 shares per month. In addition, the former CEO agreed to forgive the $10,000 promissory note and accrued interest entered on September 7, 2021 with the Company, as well as $1,170 in expenses incurred on behalf of the Company.  As of February 28, 2022, the Company received 7,025,000 of the 7,125,000 shares of common stock of the Company. The transaction closed on March 2, 2022, and the Company received the remaining
100,000
shares of common stock of the Company and 3,700,000 shares of common stock of Miway Finance Inc.
 
On September 1, 2023, the Company amended the Agreement with the former CEO of the Company. The amendment stipulates a revised payment structure, with the Company agreeing to pay a total of $170,000 for the Purchased Shares, including a $150,000 cash payment post-closing and two $10,000 monthly payments from April 1, 2022, all of which have been paid at the amendment date. As a result of the amendment, a total of $70,000 was forgiven related to the revised payments for the Purchased Shares resulting in a corresponding reduction in accounts payable and accrued liabilities, and additional paid-in capital. The Company and the former CEO of the Company have mutually released each other from all claims and liabilities related to the former CEO’s employment and termination, excluding those specified in the agreement. Additionally, the Company agreed to repurchase a total of
2,035,000
shares of common stock held by the former CEO of the Company in consideration for $
23,500
. All other terms of the original agreement remain in effect unless specifically modified by this addendum. On September 19, 2023, the Company repurchased and cancelled the
2,035,000
shares of common stock.
 
b)
On September 1, 2022, the Company entered into an agreement with a Director of the Company for a term of 12 months. In consideration for the services to be provided, the Company agreed to pay the Director 100,000 restricted shares of common stock that will vest bi-monthly over the 12 months. During the year ended February 28, 2023, the Company recognized board member compensation of $40,000, representing the fair value of 50,000 shares of common stock issuable for services rendered for the period from September 2022 to February 2023.  During the year ended February 28, 2023, the Company issued 33,333 of the 50,000 shares issuable, leaving a balance of 16,667 shares still issuable at February 28, 2023. During the year ended
February 29, 2024
, the Company recognized board member compensation of $40,000, representing the fair value of 50,000 shares of common stock issuable for services rendered for the period from March 2023 to August 2023. During the year ended
February 29, 2024
, another 50,000 shares were issued.
 
On August 16, 2023, the Company extended its Agreement with the Director for a new term of 12 months, effective September 1, 2023. In consideration of services to be rendered, the Company shall pay the director 100,000 restricted shares of common stock, of which 50,000 shares will vest every
6
months over the term. Pursuant to the terms of the extended agreement, the Company recognized board member compensation of $50,000, representing a fair value of
50,000
shares of common stock issuable for services rendered for the period from March 2024 to August 2024. As at
August 31, 2024
, a total of 116,667 shares (February 29, 2024 – 66,667 shares) of common stock remain issuable to the director.
 
c)
On March 1, 2023, the Company entered into agreements with a Director and COO of the Company for director services and management services for a term of 12 months and 3 years, respectively. In consideration for the services to be provided as a director, the Company agreed to pay the Officer and Director 100,000 restricted shares of common stock that will vest bi-monthly over the 12 months. In consideration for the services to be provided as the COO, the Company also agreed to pay the Officer and Director an additional 700,000 shares of common stock that will vest quarterly with 12 equal payments of 58,333 shares. During the year ended February 29, 2024, the Company recognized management fees of $233,330 and board member compensation of $100,000, representing the fair value of 333,330 shares of common stock issuable for services rendered for the period from March 2023 to February 2024. During the six months ended August 31, 2024, the Company recognized management fees of $116,664 and board member compensation of $nil, representing the fair value of
58,332
shares of common stock issuable for services rendered for the period from March 2024 to August 2024. As at August 31, 2024, a total of 366,661 (February 29, 2024 – 249,997 shares) shares of common stock remain issuable to the officer and director.
 
Management has evaluated commitments and contingencies and is unaware of any legal matters or other contingencies requiring disclosure through period-end.
 
 
F-11
 
11.
   
Deposit
 
On October 15, 2021, the Company paid a R800,000 deposit to set up an electronic funds transfer debit facility with a vendor, which does not require a physical facility. During the year ended February 29, 2024, R600,000 of the deposit was returned to the Company. As at August 31, 2024, the balance of the deposit was $11,356 (R200,000) (February 29, 2024
$10,408 (R200,000). The deposit will remain for as long as the Company uses the facility.
 
12.
Subsequent Event
 
Management has evaluated subsequent events through the date that these financial statements were issued, and none were identified.
 
Management’s Discussion and Analysis of Financial Condition and Results of Operations – 3 Month Periods Ending August 31, 2024 and August 31, 2023.
 
Reliance Upon One or a Few Customers
 
The Company’s revenues were concentrated among two customers for the six months ended August 31, 2024, and three customers for the six months ended August 31, 2023.
 
Customer
 
Six months
Ended
August 31, 2024
 
 
 
 
 
 
 
1
 
 
32
%
2
 
 
14
%
 
Customer
 
Six months
Ended
August 31, 2023
 
 
 
 
 
 
 
1
 
 
24
%
2
 
 
20
%
3
 
 
11
%
 
 
F-12
The Company’s receivables were concentrated among two customers as at August 31, 2024, and one customer as at February 29, 2024:
Customer
 
August 31,
2024
 
1
 
 
32
%
2
 
 
23
%
Customer
 
February 29,

2024
 
1
 
 
65
%
Trends and Uncertainties
 
Our business is subject to the following trends and uncertainties:
 
·
Whether our system will be adaptable to US needs
·
Whether we will develop interest in our software system in the US
·
The level of activity of credit facilities and their need for our software
 
Going Concern
 
Our financial statements have been prepared on a going concern basis which assumes that we will be able to realize our assets and discharge its liabilities and commitments in the normal course of business for the foreseeable future. We had an accumulated deficit of ($1,773,866) at August 31, 2024. As of August 31, 2024, we do not have revenues sufficient to execute our business plan. We intend to fund operations through equity financing arrangements; however, there is no assurance that we will be successful.
Results of Operations: For the 3 months ended August 31, 2024 and August 31, 2023
 
Revenues
 
Our revenues for the 3-month period ended August 31, 2024 and 2023 were $168,071 and $364,042 respectively, reflecting decreased revenues of $195,971. The $196,171 of decreased revenues is primarily attributable to a reduction in transactional revenue in our South African operations.
 
Net Loss/Profit
 
We had a net loss of $191,324  and a net loss of $174,618  for the 3-months ended August 31, 2024 and 2023, respectively, reflecting an increased net loss of $16,706, which increased net loss is primarily attributable to a reduction in transactional revenue in our South African operations.
 
Expenses
 
We incurred total expenses of $302,897 and $373,834, respectively, for the 3-month period ended August 31, 2024 and 2023, reflecting decreased expenses of $70,937, which is primarily attributable to a decrease in general and administrative expenses.
 
Results of Operations: For the 6 months ended August 31, 2024 and August 31, 2023
 
Revenues
 
Our revenues for the 6-month period ended August 31, 2024 and 2023 were $425,320 and $696,618, respectively, reflecting decreased revenues of $271,298. The decreased revenues of $271,298 is primarily attributable to a decrease in transactional revenue in our South African operations.
Net Loss/Profit
 
We had a net loss of $342,001 and a net loss of $206,838 for the 6-months ended August 31, 2024 and 2023 , respectively, reflecting an increased net loss of $135,163, which increased net loss is primarily attributable to a decrease in our transactional revenue in our South African operations.
Expenses
 
We incurred total expenses of $569,811 and $573,339, respectively, for the 6-month period ended August 31, 2024 and 2023, reflecting decreased total expenses of $3,528, which is primarily attributable to a decrease in general and administrative expenses.  
 
Liquidity and Capital Resources
 
We had working capital of ($281,627) on August 31, 2024 and working capital of ($229,865) at our fiscal year end of February 28, 2024, representing decreased working capital of $51,762.
 
Our net cash used in operating activities was ($651,056) and ($79,847) for the 6 months ended August 31, 2024 and 2023 reflecting increased net cash used in operating activities of $571,209.
 
Our net cash used in investing activities were ($0) and ($23,142), respectively, for the 6 months ended August 31, 2024 and 2023, reflecting decreased net cash used in investing activities of $23,142.
 
Our net cash provided by financing activities was $100,000 and $108,979 for the 6-month period ended August 31, 2024 and 2023, respectively, reflecting decreased net cash provided by financing activities of $8,979.
 
Off-Balance sheet arrangements
 
None.
 
Item 3.   Quantitative and Qualitative Disclosures About Market Risk.
 
Not applicable
 
Item 4.   Controls and Procedures.
 
Disclosure Controls and Procedures
 
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer/Chief Accounting Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As required by SEC Rule 15d-15(b), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective in providing reasonable assurance in the reliability of our report as of the end of the period covered by this report. This is because we have not sufficiently developed our segregation of duties and we do not have an audit committee.
 
Changes in Internal Control over Financial Reporting
 
There were no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.  We will continue to evaluate the effectiveness of internal controls and procedures on an on-going basis.
 
PART II – OTHER INFORMATION
 
Item 1.   Legal Proceedings.
 
We know of no material pending legal proceedings to which our company or our subsidiary is a party or of which any of our properties, or the properties of our subsidiary, is the subject. In addition, we do not know of any such proceedings contemplated by any governmental authorities. 
We know of no material proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder is a party adverse to our us or has a material interest adverse to our company or our subsidiary.
 
Item 1A.   Risk Factors
 
As a smaller reporting company, we are not required to provide risk factors.
 
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds.
 
None
Item 3.   Defaults Upon Senior Securities
 
None
 
Item 4.   Mine Safety Disclosures.
 
None
 
Item 5.   Other information
 
None.
 
Item 6.   Exhibits.
 
EXHIBIT INDEX
 
Exhibit
Number
Description




101.INS
XBRL Instance Document
101.SCH
XBRL Taxonomy Extension Schema Document
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
 
 
 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
Date: October 17, 2024
 
UPAY, INC.
 
 
 
By:       
/s/  Jaco C. Folscher
 
Jaco C. Folscher
 
Chief Executive Officer
 
(Principal Executive Officer & Chief Executive Officer)
 
  
By:       
/s/ Jaco C. Folscher
 
Jaco C. Folscher
 
Chief Financial Officer
 
(Chief Financial Officer/Chief Accounting Officer)
 
 
 

EXHIBIT 31.1

 

CERTIFICATION

CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

 

I, Jaco C. Folscher, certify that:

 

1.

I have reviewed this Quarterly Report on Form 10-Q of UPAY, Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrants’ other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: October 17, 2024  

/s/ Jaco C. Folscher

 

Jaco C. Folscher

 

(Principal Executive Officer & Chief Executive Officer)

 

 

 

EXHIBIT 31.2

 

CERTIFICATION

CHIEF FINANCIAL OFFICER/CHIEF ACCOUNTING OFFICER

PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

 

I, Jaco C. Folscher, certify that:

 

1.

I have reviewed this Quarterly Report on Form 10-Q of UPAY, Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrants’ other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: October 17, 2024

 

/s/  Jaco C. Folscher

 

Jaco C. Folscher

 

Chief Financial Officer/Chief Accounting Officer

 

(Principal Financial Officer and Principal Accounting Officer)

 

 

EXHIBIT 32.1

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

 

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officer of UPAY, Inc. (the “Company”), does hereby certify, to such officer’s knowledge, that:

 

The Quarterly Report on Form 10-Q for the quarter ended August 31, 2024 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the Form 10-Q.

 

Date: October 17, 2024

/s/ Jaco C. Folscher

 

Jaco C. Folscher

 

Principal Executive Officer/Chief Executive Officer  

 

(Principal Executive Officer and Chief Executive Officer)    

 

EXHIBIT 32.2

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

 

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officer of UPAY, Inc. (the “Company”), does hereby certify, to such officer’s knowledge, that:

 

The Quarterly Report on Form 10-Q for the quarter ended August 31, 2024 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the Form 10-Q.

 

Date: October 17,  2024

 

 

 

/s/ Jaco C. Folscher

 

Jaco C. Folscher

 

Chief Financial Officer/Chief Accounting Officer

 

(Principal Financial Officer/Chief Financial Officer/Principal Accounting Officer)

 

 

The foregoing certifications are being furnished as an exhibit to the Form 10-Q pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) and, accordingly, is not being filed as part of the Form 10-Q for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

v3.24.3
Cover - shares
6 Months Ended
Aug. 31, 2024
Oct. 17, 2024
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Aug. 31, 2024  
Document Fiscal Period Focus Q2  
Document Fiscal Year Focus 2024  
Current Fiscal Year End Date --02-28  
Entity File Number 333-212447  
Entity Registrant Name UPAY, Inc.  
Entity Central Index Key 0001677897  
Entity Tax Identification Number 37-1793622  
Entity Incorporation, State or Country Code NV  
Entity Address, Address Line One 3010 LBJ Freeway  
Entity Address, Address Line Two 12th Floor  
Entity Address, City or Town Dallas  
Entity Address, State or Province TX  
Entity Address, Postal Zip Code 75234  
City Area Code 972  
Local Phone Number 888-6052  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company true  
Entity Ex Transition Period false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   16,128,544
v3.24.3
Consolidated Balance Sheets
Aug. 31, 2024
USD ($)
Feb. 29, 2024
USD ($)
Current Assets    
Cash and cash equivalents $ 121,846 $ 642,846
Accounts receivable, net of allowance 30,571 73,395
Prepaid expenses and other current assets 13,146 2,884
Total Current Assets 165,563 719,125
Property and Equipment, Net (Note 3) 20,596 22,638
Right-of-use Assets, Net (Note 4) 9,168 18,169
Deposit (Note 11) 11,356 10,408
Total Assets 206,683 770,340
Current Liabilities    
Accounts payable and accrued liabilities 66,863 572,904
Current portion of lease liabilities (Note 7 ) 9,168 18,169
Current portion of notes payable (Note 6) 52,143 52,143
Notes payable – Related parties (Note 5) 251,000 251,000
Total Current Liabilities 447,190 948,990
Non-Current Liabilities    
Notes Payable (Note 6) 76,157 76,157
Total Liabilities 523,347 1,025,147
Stockholders' Deficit    
Preferred Stock, $0.001 par value, 10,000,000 shares authorized; no shares issued and outstanding 0 0
Common Stock, $0.001 par value, 100,000,000 shares authorized; 16,128,544 and 15,708,544 shares issued and outstanding, respectively 16,128 15,708
Common Stock Issuable 479,995 313,331
Additional Paid-in Capital 1,216,170 1,116,590
Accumulated Deficit (1,965,190) (1,623,189)
Accumulated Other Comprehensive Loss (63,767) (77,247)
Total Stockholders' Deficit (316,664) (254,807)
Total Liabilities and Stockholders' Deficit 206,683 770,340
Related Party [Member]    
Current Liabilities    
Due to related parties (Note 5) $ 68,016 $ 54,774
v3.24.3
Consolidated Balance Sheets (Parenthetical) - $ / shares
Aug. 31, 2024
Feb. 29, 2024
Statement of Financial Position [Abstract]    
Preferred Stock, Par or Stated Value Per Share $ 0.001 $ 0.001
Preferred Stock, Shares Authorized 10,000,000 10,000,000
Preferred Stock, Shares Issued 0 0
Preferred Stock, Shares Outstanding 0 0
Common Stock, Par or Stated Value Per Share $ 0.001 $ 0.001
Common Stock, Shares Authorized 100,000,000 100,000,000
Common Stock, Shares, Issued 16,128,544 15,708,544
Common Stock, Shares, Outstanding 16,128,544 15,708,544
v3.24.3
Consolidated Statements of Operations and Comprehensive Loss
3 Months Ended 6 Months Ended
Aug. 31, 2024
USD ($)
$ / shares
shares
Aug. 31, 2023
USD ($)
$ / shares
shares
Aug. 31, 2024
USD ($)
$ / shares
shares
Aug. 31, 2023
USD ($)
$ / shares
shares
Income Statement [Abstract]        
Revenue $ 168,071 $ 364,042 $ 425,320 $ 696,618
Cost of Revenue (49,378) (158,335) (183,711) (317,471)
Gross Profit 118,693 205,707 241,609 379,147
Expenses        
Amortization of right-of-use assets (Note 4) 0 0 0 888
Depreciation (Note 3) 1,951 3,471 3,855 13,190
General and administrative 300,946 370,363 565,956 559,261
Total Expenses 302,897 373,834 569,811 573,339
Loss Before Other Income (Expenses) and Income Taxes (184,204) (168,127) (328,202) (194,192)
Other Income (Expenses)        
Interest income 914 1,893 2,771 3,006
Interest expense (8,034) (8,384) (16,570) (16,704)
Gain on settlement of lease (Note 7) 0 0 0 1,052
Loss Before Income Taxes (191,324) (174,618) (342,001) (206,838)
Provision for income taxes 0 0 0 0
Net Loss (191,324) (174,618) (342,001) (206,838)
Other Comprehensive Income (Loss)        
Foreign currency translation adjustments 10,453 4,776 13,480 (3,776)
Comprehensive Loss $ (180,871) $ (169,842) $ (328,521) $ (210,614)
Net Loss Per Share – Basic | $ / shares $ (0.01) $ (0.01) $ (0.02) $ (0.01)
Net Loss Per Share – Diluted | $ / shares $ (0.01) $ (0.01) $ (0.02) $ (0.01)
Weighted-average Common Shares Outstanding – Basic | shares 16,467,742 17,363,037 16,329,061 17,276,624
Weighted-average Common Shares Outstanding – Diluted | shares 16,467,742 17,363,037 16,329,061 17,276,624
v3.24.3
Consolidated Statement of Stockholders' Deficit and Accumulated Other Comprehensive Loss - USD ($)
Total
Common Stock [Member]
Additional Paid-in Capital [Member]
Common Stock Issuable [Member]
Accumulated Deficit [Member]
Accumulated Other Comprehensive Loss [Member]
Beginning balance at Feb. 28, 2023 $ (382,027) $ 17,190 $ 535,275 $ 13,334 $ (886,998) $ (60,828)
Beginning balance, Shares at Feb. 28, 2023   17,190,211        
Stock subscriptions received 10,000     10,000    
Common stock issuable for services 20,000     20,000    
Net loss (32,220)       (32,220)  
Foreign currency translation adjustments (8,552)         (8,552)
Ending balance at May. 31, 2023 (392,799) $ 17,190 535,275 43,334 (919,218) (69,380)
Ending Balance, Shares at May. 31, 2023   17,190,211        
Beginning balance at Feb. 28, 2023 (382,027) $ 17,190 535,275 13,334 (886,998) (60,828)
Beginning balance, Shares at Feb. 28, 2023   17,190,211        
Net loss (206,838)          
Foreign currency translation adjustments (3,776)          
Ending balance at Aug. 31, 2023 (275,975) $ 17,543 684,922 180,000 (1,093,836) (64,604)
Ending Balance, Shares at Aug. 31, 2023   17,543,544        
Beginning balance at May. 31, 2023 (392,799) $ 17,190 535,275 43,334 (919,218) (69,380)
Beginning balance, Shares at May. 31, 2023   17,190,211        
Common stock issued for services 0 $ 50 39,950 (40,000)    
Common stock issued for services, Shares   50,000        
Common stock issuable for services 186,666     186,666 0  
Common stock issued for cash 100,000 $ 303 109,697 (10,000)    
Common stock issued for cash, Shares   303,333        
Net loss (174,618)       (174,618)  
Foreign currency translation adjustments 4,776       0 4,776
Ending balance at Aug. 31, 2023 (275,975) $ 17,543 684,922 180,000 (1,093,836) (64,604)
Ending Balance, Shares at Aug. 31, 2023   17,543,544        
Beginning balance at Feb. 29, 2024 (254,807) $ 15,708 1,116,590 313,331 (1,623,189) (77,247)
Beginning balance, Shares at Feb. 29, 2024   15,708,544        
Common stock issuable for services 83,332     83,332    
Net loss (150,677)       (150,677)  
Foreign currency translation adjustments 3,027         3,027
Ending balance at May. 31, 2024 (319,125) $ 15,708 1,116,590 396,663 (1,773,866) (74,220)
Ending Balance, Shares at May. 31, 2024   15,708,544        
Beginning balance at Feb. 29, 2024 (254,807) $ 15,708 1,116,590 313,331 (1,623,189) (77,247)
Beginning balance, Shares at Feb. 29, 2024   15,708,544        
Net loss (342,001)          
Foreign currency translation adjustments 13,480          
Ending balance at Aug. 31, 2024 (316,664) $ 16,128 1,216,170 479,995 (1,965,190) (63,767)
Ending Balance, Shares at Aug. 31, 2024   16,128,544        
Beginning balance at May. 31, 2024 (319,125) $ 15,708 1,116,590 396,663 (1,773,866) (74,220)
Beginning balance, Shares at May. 31, 2024   15,708,544        
Common stock issuable for services 83,332     83,332    
Common stock issued for cash 100,000 $ 200 99,800 0 0  
Common stock issued for cash, Shares   200,000        
Net loss (191,324)       (191,324)  
Common stock issued for Huntpal LLC acquisition, Shares   220,000        
Common stock issued for Huntpal LLC acquisition   $ 220 (220)      
Foreign currency translation adjustments 10,453       0 10,453
Ending balance at Aug. 31, 2024 $ (316,664) $ 16,128 $ 1,216,170 $ 479,995 $ (1,965,190) $ (63,767)
Ending Balance, Shares at Aug. 31, 2024   16,128,544        
v3.24.3
Consolidated Statements of Cash Flows
3 Months Ended 6 Months Ended 12 Months Ended
Aug. 31, 2024
USD ($)
May 31, 2024
USD ($)
Aug. 31, 2023
USD ($)
May 31, 2023
USD ($)
Aug. 31, 2024
USD ($)
Aug. 31, 2023
USD ($)
Feb. 29, 2024
USD ($)
Cash Flows from Operating Activities              
Net Loss $ (191,324) $ (150,677) $ (174,618) $ (32,220) $ (342,001) $ (206,838)  
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:              
Amortization of right-of-use assets 0   0   0 888  
Common stock issued or issuable for services         166,664 206,666  
Depreciation 1,951   3,471   3,855 13,190  
Gain on settlement of lease 0   0   0 (1,052) $ (1,042)
Interest expense on lease liability         0 67  
Changes in operating assets and liabilities:              
Accounts receivable         47,226 594  
Prepaid expenses and other current assets         (10,000) (3,340)  
Deposits         0 32,361  
Accounts payable and accrued liabilities         (530,012) (135,036)  
Accounts payable – related party         13,212 12,653  
Net Cash Used in Operating Activities         (651,056) (79,847)  
Cash Flows from Investing Activities              
Purchase of property and equipment         0 (23,142)  
Net Cash Used in Investing Activities         0 (23,142)  
Cash Flows from Financing Activities              
Proceeds from common stock issued for cash         100,000 110,000  
Repayment of lease liabilities         0 (1,021)  
Net Cash Provided by Financing Activities         100,000 108,979  
Effect of Exchange Rate Changes on Cash         30,056 (11,011)  
Change in Cash and Cash Equivalents         (521,000) (5,021)  
Cash and Cash Equivalents - Beginning of Period   $ 642,846   $ 662,991 642,846 662,991 662,991
Cash and Cash Equivalents - End of Period $ 121,846   $ 657,970   121,846 657,970 $ 642,846
Supplemental Disclosures of Cash Flow Information:              
Interest paid         16,570 16,704  
Income taxes paid         0 $ 0  
Non-cash Investing and Financing Activities:              
Common stock issued for acquisition of Huntpal LLC         $ 147,400    
v3.24.3
Nature of Operations and Continuance of Business
6 Months Ended
Aug. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Nature of operations and continuance of business
1.
Nature of Operations and Continuance of Business

UPAY, Inc. (the “Company”) was incorporated in the State of Nevada on July 8, 2015. By a Share Exchange Agreement dated November 4, 2015, the Company agreed to acquire all of the issued and outstanding shares of Rent Pay (Pty) Ltd (“Rent Pay”), in exchange for 200,000 shares of the Company’s common stock. The acquisition was a capital transaction in substance and therefore was accounted for as a recapitalization. Rent Pay was incorporated in South Africa on February 1, 2012. Because Rent Pay was deemed to be the acquirer for accounting purposes, the consolidated financial statements are presented as a continuation of Rent Pay and include the results of operations of Rent Pay since incorporation on February 1, 2012, and the results of operations of the Company since the date of acquisition on November 4, 2015. On March 2, 2022, the Company acquired a controlling interest in Miway Finance Inc. (“Miway”), which was determined to be a transaction between entities under common control. On May 30, 2023, the Company incorporated a wholly-owned subsidiary, taking a controlling interest in Huntpal LLC (“Huntpal”). On June 13, 2024, the Company acquired the remaining non-controlling interest in Huntpal, increasing its ownership to 100%. On May 28, 2024, the Company acquired a controlling interest in AML Go (Pty) Ltd (“AML”) which was incorporated on July 3, 2023. AML was determined to be an entity under common control, and the transaction was considered immaterial due to the nominal assets and liabilities at the time of acquisition.
 
Rent Pay operates principally in South Africa and engages in software development and licensing and provides services to the credit provider industry.
v3.24.3
Summary of Significant Accounting Policies
6 Months Ended
Aug. 31, 2024
Accounting Policies [Abstract]  
Summary of significant accounting policies
2.
Summary of Significant Accounting Policies
 
a)
Basis of Presentation
These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company’s fiscal year end is February 28. The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, Rent Pay and Huntpal LLC, and its controlled subsidiaries, Miway and AML. The Company owns 48% of Miway and 51% of AML. All significant intercompany transactions and accounts have been eliminated in consolidation.

b)
Interim Financial Statements
The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year end February 29, 2024, have been omitted.

c)
Use of Estimates
 
The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to useful life and recoverability of long-lived assets, and deferred income tax asset valuations. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

d)
Going Concern
 
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As of August 31, 2024, the Company does not have revenues sufficient to execute its business plan. The Company intends to fund operations through equity financing arrangements. There is no assurance that this will be successful. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
e)
Recent Accounting Pronouncements
 
The Company has implemented all new accounting pronouncements that are in effect and that may impact its unaudited consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
v3.24.3
Property and Equipment, Net
6 Months Ended
Aug. 31, 2024
Property, Plant and Equipment [Abstract]  
Property and Equipment, Net
3.
Property and Equipment, Net
 
Property and equipment, net, consists of the following:
 
 
 
Cost
 
 
Accumulated
Depreciation
 
 
 
 
August 31,
2024
Net Carrying Value
 
 
 
 
 
 
February 29,
2024
Net Carrying Value
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Computer equipment
 
$
14,724
 
 
$
(11,531
)
 
$
3,193
 
 
$
4,186
 
Computer software
 
 
206,000
 
 
 
(205,835
)
 
 
165
 
 
 
325
 
Furniture and fixtures
 
 
10,478
 
 
 
(8,534
)
 
 
1,944
 
 
 
2,074
 
Motor vehicle
 
 
25,810
 
 
 
(11,036
)
 
 
14,774
 
 
 
15,414
 
Office equipment
 
 
4,501
 
 
 
(3,981
)
 
 
520
 
 
 
639
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
$
261,513
 
 
$
(240,917
)
 
$
20,596
 
 
$
22,638
 
 
During the six months ended August 31, 2024, the Company recorded depreciation expense of $3,855 (2023
$13,190). During the six months ended August 31, 2024, the Company acquired $nil (2023
$1,180) of computer equipment and $nil (2023
$21,962) of motor vehicles.
v3.24.3
Right-Of-Use Assets, Net
6 Months Ended
Aug. 31, 2024
Right-of-use Assets Net  
Right-of-use assets, net
4.
Right-Of-Use Assets, Net
 
Right-of-use assets, net, consist of the following:
 
 
 
Cost
 
 
Accumulated
Amortization
 
 
 
 
August 31,
2024
Net Carrying
Value
 
 
 
 
 
 
 
 
February 29,
2024
Net Carrying
Value
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Right-of-use building (operating lease)
 
$
64,994
 
 
$
(55,826
)
 
$
9,168
 
 
$
18,169
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
$
64,994
 
 
$
(55,826
)
 
$
9,168
 
 
$
18,169
 
 
During the six months ended August 31, 2024, the Company recorded rent expense of $10,679 (2023 - $10,032) related to Company’s right-of-use building and amortization expense of $nil (2023 - $888) related to the Company’s right-of-use vehicles. During the year ended February 29, 2024, the Company settled a lease obligation on a right-of-use vehicle with a carrying value of $1,894 and a remaining lease liability of $2,936, which resulted in a gain on settlement of lease of $1,042.
v3.24.3
Due to Related Parties
6 Months Ended
Aug. 31, 2024
Related Party Transactions [Abstract]  
Due to related parties
5.
Due to Related Parties
 
a)
On March 24, 2021, the Company entered into a promissory note with the Chief Executive Officer (“CEO”) of the Company for $10,000, which is unsecured, bears interest of 10% per annum and matured on March 24, 2022. As at
August 31, 2024
, the outstanding principal is $10,000 (
February 29, 2024
– $10,000) and the Company has recognized accrued interest of $3,441 (
February 29, 2024
– $2,963), which is included in due to related parties.  
 
b)
On September 7, 2021, the Company entered into a promissory note with the CEO of the Company for $10,000, which is unsecured, bears interest of 10% per annum and matured on March 7, 2022. As at
August 31, 2024
, the outstanding principal is $10,000 (
February 29, 2024
– $10,000) and the Company has recognized accrued interest of $2,984 (
February 29, 2024
– $2,479) which is included in due to related parties.
 
c)
On February 11, 2022, the Company entered into a promissory note with the CEO of the Company for $20,000, which is unsecured, bears interest of 10% per annum and matured on February 11, 2023. As at
August 31, 2024
, the outstanding principal is $20,000 (
February 29, 2024
– $20,000) and the Company has recognized accrued interest of $5,107 (
February 29, 2024
– $4,099), which is included in due to related parties.
 
d)
On April 14, 2021, the Company entered into a promissory note with a company controlled by a significant shareholder of the Company for $26,000, which is unsecured, bears interest of 10% per annum and matured on October 13, 2023. As at
August 31, 2024
, the outstanding principal is $26,000 (
February 29, 2024
– $26,000) and the Company has recognized accrued interest of $8,797 (
February 29, 2024
– $7,487), which is included in due to related parties.
 
e)
On February 11, 2022, the Company entered into a promissory note with a company controlled by a significant shareholder of the Company for $130,000, which is unsecured, bears interest of 10% per annum and matures on February 11, 2023. As at
August 31, 2024
, the outstanding principal is $130,000 (
February 29, 2024
– $130,000) and the Company has recognized accrued interest of $33,195 (
February 29, 2024
– $26,641), which is included in due to related parties.
 
 
 
f)
During the year ended February 28, 2022, a third-party lender purchased a promissory note from a company controlled by a significant shareholder of the Company in the amount of $15,000, which is unsecured, bears interest of 10% per annum and matured on October 13, 2023. As at August 31, 2024, the outstanding principal is $15,000 (February 29, 2024 – $15,000) and the Company has recognized accrued interest of $5,075 (February 29, 2024 – $4,319), which is included in due to related parties.
 
g)
On May 2, 2022, the Company entered into a promissory note with a company controlled by a significant shareholder of the Company for $25,000, which is unsecured, bears interest of 10% per annum and matured on March 2, 2023. As at August 31, 2024, the outstanding principal is $25,000 (February 29, 2024 – $25,000) and the Company has recognized accrued interest of $5,836 (February 29, 2024 – $4,575), which is included in due to related parties.
 
h)
On September 9, 2022, the Company entered into a promissory note with a company controlled by a significant shareholder of the Company for $15,000, which is unsecured, bears interest of 10% per annum and matured on September 9, 2023. As at August 31, 2024, the outstanding principal is $15,000 (February 29, 2024 – $15,000) and the Company has recognized accrued interest of $2,967 (February 29, 2024 – $2,211), which is included in due to related parties.
 
i)
As at August 31, 2024, the Company owes a total of $614 (February 29, 2024 – $nil) to officers of the Company for advances, which are unsecured, non-interest bearing and due on demand.
 
j)
During the six months ended August 31, 2024, the Company incurred salary expenses of $53,432 (R986,516) (2023 – $57,434 (R1,604,887)) to the CEO of the Company.
 
k)
During the six months ended August 31, 2024, the Company incurred directors’ fees of 50,000 (2023 – $40,000) to a Director of the Company pursuant to a Director Agreement (Note 10(b)).
 
l)
During the six months ended August 31, 2024, the Company incurred directors’ fees of $2,437 (R45,000) (2023 – $nil) to a Director of the Company.
 
m)
During the six months ended August 31, 2024, the Company incurred management fees of $116,664 (2023 - $nil) to the Chief Operating Officer (“COO”) and Director of the Company pursuant to a Director and Officer Agreement (Note 10(c)).
v3.24.3
Notes Payable
6 Months Ended
Aug. 31, 2024
Debt Disclosure [Abstract]  
Notes payable
6.
Notes Payable
 
a)
On May 20, 2020, the Company entered into a promissory note with a third-party lender for $25,000, which is unsecured, bears interest of 10% per annum and matured on May 20, 2023. As at
August 31, 2024
, the Company has recognized accrued interest of $10,712 (
February 29, 2024
$
9,452), which is included in accounts payable and accrued liabilities.
 
b)
On May 27, 2020, the Company entered into a promissory note with the U.S. Small Business Administration for $77,800, which is secured by the assets of the Company, bears interest of 3.75% per annum and matures on May 27, 2050. Instalment payments, including principal and interest, of $380 per month will begin 12 months from the date of the promissory note. As at August 31, 2024, the Company has recognized accrued interest of $11,665 (
February 29, 2024
– $10,195), which is included in accounts payable and accrued liabilities.
 
c)
On October 22, 2021, the Company entered into a promissory note with a third-party lender for $25,500, which is unsecured, bears interest of 10% per annum and matured on October 13, 2023. As at
August 31, 2024
, the Company has recognized accrued interest of $7,294
(
February 29, 2024
$6,008), which is
included in accounts payable and accrued liabilities.
v3.24.3
Lease Liabilities
6 Months Ended
Aug. 31, 2024
Leases [Abstract]  
Lease Liabilities
7.
Lease Liabilities
 
The Company commenced the leasing of a motor vehicle on October 10, 2018, for a term of five years. The monthly minimum lease payments were $512 (R9,456). The motor vehicle lease was classified as a finance lease. The interest rate underlying the obligation in the lease was 11.25% per annum. During the six months ended August 31, 2024, the Company paid a total of $nil (2023 - $1,021) in principal and interest payments on the motor vehicle lease.
 
On May 10, 2023, the Company settled the motor vehicle finance leases for a settlement fee of $2,549 (R47,204) resulting in a gain on settlement of $1,052 (R19,480). Upon the payment of the settlement fee, the vehicle title was transferred immediately to the Company and has been allocated to the Company’s property and equipment to be depreciated over the remainder of its useful life.
 
On February 1, 2021, the Company entered a two-year lease with a renewal option for office space in South Africa. The term of the renewal agreement is for an additional two years and commenced on February 1, 2023. Rental payments are due at the beginning of each month and increase at an annual rate of 7%. The base monthly rental rate is $1,192 (R22,000) for the first year, $1,275 (R23,540) in the second year, $1,364 (R25,188) in the third year, and $1,460 (R26,951) in the final year of the lease. On January 26, 2023, the Company executed the renewal option for two additional years of its lease, commencing on February 1, 2023. Rental payments are due at the beginning of each month. The base monthly rental rate is $1,679 (R31,000) for the first year and $1,780 (R32,860) in the second year. The office space lease was classified as an operating lease. The interest rate underlying the obligation in the lease was 7% per annum.
 
 
The following is a schedule by years of future minimum lease payments under the remaining finance leases together with the present value of the net minimum lease payments as of August 31, 2024:
 
Years ending February 28:
 
Building Lease
(Operating Lease)
 
 
 
 
 
 
2025
 
$
9,329
 
 
 
 
 
 
Net minimum lease payments
 
 
9,329
 
Less: amount representing interest payments
 
 
(161
)
 
 
 
 
 
Present value of net minimum lease payments
 
 
9,168
 
Less: current portion
 
 
(9,168
)
 
 
 
 
 
Long-term portion
 
$
 
v3.24.3
Common Stock
6 Months Ended
Aug. 31, 2024
Equity [Abstract]  
Common Stock
8.
Common Stock
 
Share transactions for the six months ended August 31, 2024:
 
a)
On June 13, 2024, the Company issued 220,000 shares of common stock with a fair value of $147,400 to the acquire the remaining 49% non-controlling interest in Huntpal LLC
. At the date of acquisition, the carrying value of the non-controlling interest was $
nil
, resulting in a loss of $147,180 which was recognized against additional paid-in capital.
 
b)
On July 22, 2024, the Company issued 200,000 shares of common stock for proceeds of $100,000.
 
c)
The Company accrued 166,664 shares of common stock issuable with a fair value of $166,664 pursuant to a Director Agreement (Note 10(b)) and a Officer Agreement (Note 10(c)).
 
Share transactions for the six months August 31, 2023:
 
a)
On July 17, 2023, the Company issued 303,333 shares of common stock for proceeds of $110,000. The Company also issued 50,000 shares of common stock for services with a fair value of $40,000, pursuant to a Director Agreement.
 
b)
The Company accrued $50,000 of stock payable pursuant to a Director Agreement and $116,666 of stock payable pursuant to an Officer Agreement.
v3.24.3
Concentrations
6 Months Ended
Aug. 31, 2024
Risks and Uncertainties [Abstract]  
Concentrations
9.
   
Concentrations
 
The Company’s revenues were concentrated among two customers for the six months ended August 31, 2024, and three customers for the six months ended August 31, 2023.
 
Customer
 
Six months
Ended
August 31, 2024
 
 
 
 
 
 
 
1
 
 
32
%
2
 
 
14
%
 
Customer
 
Six months
Ended
August 31, 2023
 
 
 
 
 
 
 
1
 
 
24
%
2
 
 
20
%
3
 
 
11
%
 
 
The Company’s receivables were concentrated among two customers as at August 31, 2024, and one customer as at February 29, 2024:
 
Customer
 
August 31,
2024
 
 
 
 
 
 
1
 
 
32
%
2
 
 
23
%
 
Customer
 
February 29
,
2024
 
 
 
 
 
 
1
 
 
65
%
v3.24.3
Commitments and Contingencies
6 Months Ended
Aug. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies
10.
Commitments and Contingencies
 
a)
On February 3, 2022 (the “Effective Date”), the former CEO of the Company and the Company entered into a Share Purchase and Separation Agreement (the “Agreement”) with the following terms: (a) former CEO sells the Company 7,125,000 shares of common stock of the Company and 3,700,000 shares of common stock of MiWay Finance, Inc. (the “Purchased Shares”), for $240,000, payable with a $150,000 cash payment within 10 days of the Effective Date; and (b) $10,000 per month for 9 consecutive months commencing April 1, 2022; (c) the Company will pay the former CEO current salary through February 2022; (d) former CEO shall retain ownership of 2,000,000 shares of the Company’s common stock subject to a lockup/leak out whereby the former CEO is prohibited from selling any of the 2,000,000 Shares for a period of 18 months and thereafter, shall be permitted to sell no more than 5,000 shares per month. In addition, the former CEO agreed to forgive the $10,000 promissory note and accrued interest entered on September 7, 2021 with the Company, as well as $1,170 in expenses incurred on behalf of the Company.  As of February 28, 2022, the Company received 7,025,000 of the 7,125,000 shares of common stock of the Company. The transaction closed on March 2, 2022, and the Company received the remaining
100,000
shares of common stock of the Company and 3,700,000 shares of common stock of Miway Finance Inc.
 
On September 1, 2023, the Company amended the Agreement with the former CEO of the Company. The amendment stipulates a revised payment structure, with the Company agreeing to pay a total of $170,000 for the Purchased Shares, including a $150,000 cash payment post-closing and two $10,000 monthly payments from April 1, 2022, all of which have been paid at the amendment date. As a result of the amendment, a total of $70,000 was forgiven related to the revised payments for the Purchased Shares resulting in a corresponding reduction in accounts payable and accrued liabilities, and additional paid-in capital. The Company and the former CEO of the Company have mutually released each other from all claims and liabilities related to the former CEO’s employment and termination, excluding those specified in the agreement. Additionally, the Company agreed to repurchase a total of
2,035,000
shares of common stock held by the former CEO of the Company in consideration for $
23,500
. All other terms of the original agreement remain in effect unless specifically modified by this addendum. On September 19, 2023, the Company repurchased and cancelled the
2,035,000
shares of common stock.
 
b)
On September 1, 2022, the Company entered into an agreement with a Director of the Company for a term of 12 months. In consideration for the services to be provided, the Company agreed to pay the Director 100,000 restricted shares of common stock that will vest bi-monthly over the 12 months. During the year ended February 28, 2023, the Company recognized board member compensation of $40,000, representing the fair value of 50,000 shares of common stock issuable for services rendered for the period from September 2022 to February 2023.  During the year ended February 28, 2023, the Company issued 33,333 of the 50,000 shares issuable, leaving a balance of 16,667 shares still issuable at February 28, 2023. During the year ended
February 29, 2024
, the Company recognized board member compensation of $40,000, representing the fair value of 50,000 shares of common stock issuable for services rendered for the period from March 2023 to August 2023. During the year ended
February 29, 2024
, another 50,000 shares were issued.
 
On August 16, 2023, the Company extended its Agreement with the Director for a new term of 12 months, effective September 1, 2023. In consideration of services to be rendered, the Company shall pay the director 100,000 restricted shares of common stock, of which 50,000 shares will vest every
6
months over the term. Pursuant to the terms of the extended agreement, the Company recognized board member compensation of $50,000, representing a fair value of
50,000
shares of common stock issuable for services rendered for the period from March 2024 to August 2024. As at
August 31, 2024
, a total of 116,667 shares (February 29, 2024 – 66,667 shares) of common stock remain issuable to the director.
 
c)
On March 1, 2023, the Company entered into agreements with a Director and COO of the Company for director services and management services for a term of 12 months and 3 years, respectively. In consideration for the services to be provided as a director, the Company agreed to pay the Officer and Director 100,000 restricted shares of common stock that will vest bi-monthly over the 12 months. In consideration for the services to be provided as the COO, the Company also agreed to pay the Officer and Director an additional 700,000 shares of common stock that will vest quarterly with 12 equal payments of 58,333 shares. During the year ended February 29, 2024, the Company recognized management fees of $233,330 and board member compensation of $100,000, representing the fair value of 333,330 shares of common stock issuable for services rendered for the period from March 2023 to February 2024. During the six months ended August 31, 2024, the Company recognized management fees of $116,664 and board member compensation of $nil, representing the fair value of
58,332
shares of common stock issuable for services rendered for the period from March 2024 to August 2024. As at August 31, 2024, a total of 366,661 (February 29, 2024 – 249,997 shares) shares of common stock remain issuable to the officer and director.
v3.24.3
Deposit
6 Months Ended
Aug. 31, 2024
Deposit  
Deposit
11.
   
Deposit
 
On October 15, 2021, the Company paid a R800,000 deposit to set up an electronic funds transfer debit facility with a vendor, which does not require a physical facility. During the year ended February 29, 2024, R600,000 of the deposit was returned to the Company. As at August 31, 2024, the balance of the deposit was $11,356 (R200,000) (February 29, 2024
$10,408 (R200,000). The deposit will remain for as long as the Company uses the facility.
v3.24.3
Subsequent Event
6 Months Ended
Aug. 31, 2024
Subsequent Events [Abstract]  
Subsequent Event
12.
Subsequent Event
 
Management has evaluated subsequent events through the date that these financial statements were issued, and none were identified.
v3.24.3
Summary of Significant Accounting Policies (Policies)
6 Months Ended
Aug. 31, 2024
Accounting Policies [Abstract]  
Basis of presentation
a)
Basis of Presentation
These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company’s fiscal year end is February 28. The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, Rent Pay and Huntpal LLC, and its controlled subsidiaries, Miway and AML. The Company owns 48% of Miway and 51% of AML. All significant intercompany transactions and accounts have been eliminated in consolidation.
Interim financial statements
b)
Interim Financial Statements
The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year end February 29, 2024, have been omitted.
Use of estimates
c)
Use of Estimates
 
The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to useful life and recoverability of long-lived assets, and deferred income tax asset valuations. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
Going concern
d)
Going Concern
 
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As of August 31, 2024, the Company does not have revenues sufficient to execute its business plan. The Company intends to fund operations through equity financing arrangements. There is no assurance that this will be successful. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Recent accounting pronouncements
e)
Recent Accounting Pronouncements
 
The Company has implemented all new accounting pronouncements that are in effect and that may impact its unaudited consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
v3.24.3
Property and Equipment, Net (Tables)
6 Months Ended
Aug. 31, 2024
Property, Plant and Equipment [Abstract]  
Schedule of property and equipment
Property and equipment, net, consists of the following:
 
 
 
Cost
 
 
Accumulated
Depreciation
 
 
 
 
August 31,
2024
Net Carrying Value
 
 
 
 
 
 
February 29,
2024
Net Carrying Value
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Computer equipment
 
$
14,724
 
 
$
(11,531
)
 
$
3,193
 
 
$
4,186
 
Computer software
 
 
206,000
 
 
 
(205,835
)
 
 
165
 
 
 
325
 
Furniture and fixtures
 
 
10,478
 
 
 
(8,534
)
 
 
1,944
 
 
 
2,074
 
Motor vehicle
 
 
25,810
 
 
 
(11,036
)
 
 
14,774
 
 
 
15,414
 
Office equipment
 
 
4,501
 
 
 
(3,981
)
 
 
520
 
 
 
639
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
$
261,513
 
 
$
(240,917
)
 
$
20,596
 
 
$
22,638
 
v3.24.3
Right-Of-Use Assets, Net (Tables)
6 Months Ended
Aug. 31, 2024
Right-of-use Assets Net  
Schedule of right-of-use assets, net
Right-of-use assets, net, consist of the following:
 
 
 
Cost
 
 
Accumulated
Amortization
 
 
 
 
August 31,
2024
Net Carrying
Value
 
 
 
 
 
 
 
 
February 29,
2024
Net Carrying
Value
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Right-of-use building (operating lease)
 
$
64,994
 
 
$
(55,826
)
 
$
9,168
 
 
$
18,169
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
$
64,994
 
 
$
(55,826
)
 
$
9,168
 
 
$
18,169
 
v3.24.3
Lease Liabilities (Tables)
6 Months Ended
Aug. 31, 2024
Leases [Abstract]  
Schedule of Future Minimum Lease Payment
The following is a schedule by years of future minimum lease payments under the remaining finance leases together with the present value of the net minimum lease payments as of August 31, 2024:
 
Years ending February 28:
 
Building Lease
(Operating Lease)
 
 
 
 
 
 
2025
 
$
9,329
 
 
 
 
 
 
Net minimum lease payments
 
 
9,329
 
Less: amount representing interest payments
 
 
(161
)
 
 
 
 
 
Present value of net minimum lease payments
 
 
9,168
 
Less: current portion
 
 
(9,168
)
 
 
 
 
 
Long-term portion
 
$
 
v3.24.3
Concentrations (Tables)
6 Months Ended
Aug. 31, 2024
Risks and Uncertainties [Abstract]  
Schedules of Concentration of Risk, by Risk Factor
The Company’s revenues were concentrated among two customers for the six months ended August 31, 2024, and three customers for the six months ended August 31, 2023.
 
Customer
 
Six months
Ended
August 31, 2024
 
 
 
 
 
 
 
1
 
 
32
%
2
 
 
14
%
 
Customer
 
Six months
Ended
August 31, 2023
 
 
 
 
 
 
 
1
 
 
24
%
2
 
 
20
%
3
 
 
11
%
 
 
The Company’s receivables were concentrated among two customers as at August 31, 2024, and one customer as at February 29, 2024:
 
Customer
 
August 31,
2024
 
 
 
 
 
 
1
 
 
32
%
2
 
 
23
%
 
Customer
 
February 29
,
2024
 
 
 
 
 
 
1
 
 
65
%
v3.24.3
Nature of Operations and Continuance of Business (Details Narrative)
Jun. 13, 2024
Huntpall [Member]  
Nature of Operations and Continuance of Business [Line Items]  
Business combination step acquistion equity interest in acquiree including step acquistion percentage 100.00%
v3.24.3
Summary of Significant Accounting Policies (Details Narrative)
Feb. 29, 2024
Feb. 28, 2023
MiWay Finance [Member]    
Accounting Policies [Line Items]    
Equity method investment ownership percentage 48.00% 51.00%
v3.24.3
Property and Equipment, Net (Details) - USD ($)
Aug. 31, 2024
Feb. 29, 2024
Property, Plant and Equipment [Line Items]    
Cost $ 261,513  
Accumulated Depreciation (240,917)  
Net Carrying Value 20,596 $ 22,638
Computer equipment [Member]    
Property, Plant and Equipment [Line Items]    
Cost 14,724  
Accumulated Depreciation (11,531)  
Net Carrying Value 3,193 4,186
Computer software [Member]    
Property, Plant and Equipment [Line Items]    
Cost 206,000  
Accumulated Depreciation (205,835)  
Net Carrying Value 165 325
Furniture and fixtures [Member]    
Property, Plant and Equipment [Line Items]    
Cost 10,478  
Accumulated Depreciation (8,534)  
Net Carrying Value 1,944 2,074
Motor vehicle [Member]    
Property, Plant and Equipment [Line Items]    
Cost 25,810  
Accumulated Depreciation (11,036)  
Net Carrying Value 14,774 15,414
Office equipment [Member]    
Property, Plant and Equipment [Line Items]    
Cost 4,501  
Accumulated Depreciation (3,981)  
Net Carrying Value $ 520 $ 639
v3.24.3
Property and Equipment, Net (Details Narrative) - USD ($)
3 Months Ended 6 Months Ended
Aug. 31, 2024
Aug. 31, 2023
Aug. 31, 2024
Aug. 31, 2023
Property, Plant and Equipment [Line Items]        
Depreciation $ 1,951 $ 3,471 $ 3,855 $ 13,190
Payments to acquire property, plant, and equipment     0 23,142
Computer equipment [Member]        
Property, Plant and Equipment [Line Items]        
Payments to acquire property, plant, and equipment     0 1,180
Motor vehicle [Member]        
Property, Plant and Equipment [Line Items]        
Payments to acquire property, plant, and equipment     $ 0 $ 21,962
v3.24.3
Right-Of-Use Assets, Net (Details) - USD ($)
6 Months Ended
Aug. 31, 2024
Feb. 29, 2024
Lease, cost $ 64,994  
Accumulated depreciation (55,826)  
Right-of-use assets, net 9,168 $ 18,169
Building Lease [Member]    
Operating lease, cost 64,994  
Right-of-use building, accumulated amortization (55,826)  
Operating lease, right-of-use asset $ 9,168 $ 18,169
v3.24.3
Right-Of-Use Assets, Net (Details Narrative)
3 Months Ended 6 Months Ended 12 Months Ended
May 10, 2023
USD ($)
May 10, 2023
INR (₨)
Aug. 31, 2024
USD ($)
Aug. 31, 2023
USD ($)
Aug. 31, 2024
USD ($)
Aug. 31, 2023
USD ($)
Feb. 29, 2024
USD ($)
Right-of-use Assets Net              
Rent expense         $ 10,679 $ 10,032  
Operating lease, right-of-use asset, amortization expense         0 888  
Gain (loss) on termination of lease $ 1,052 ₨ 19,480 $ 0 $ 0 $ 0 $ 1,052 $ 1,042
Carrying value of lease             1,894
Remaining lease liability             $ 2,936
v3.24.3
Due to Related Parties (Details Narrative)
6 Months Ended 12 Months Ended
Feb. 11, 2022
USD ($)
Sep. 07, 2021
USD ($)
Mar. 24, 2021
USD ($)
Aug. 31, 2024
USD ($)
Aug. 31, 2024
INR (₨)
Aug. 31, 2023
USD ($)
Aug. 31, 2023
INR (₨)
Feb. 29, 2024
USD ($)
Sep. 09, 2022
USD ($)
May 02, 2022
USD ($)
Feb. 28, 2022
USD ($)
Apr. 14, 2021
USD ($)
Related Party Transaction [Line Items]                        
Notes Payable Related Parties Current       $ 251,000       $ 251,000        
Related Party [Member]                        
Related Party Transaction [Line Items]                        
Due to related parties, current       68,016       54,774        
Chief Operating Officer [Member] | Deferred Compensation Arrangement with Individual Three [Member]                        
Related Party Transaction [Line Items]                        
Deferred share based compensation arrangement management fees incurred       116,664       233,330        
Chief Operating Officer [Member] | Deferred Compensation Arrangement with Individual Three [Member] | Director And Officer Agreement One [Member]                        
Related Party Transaction [Line Items]                        
Deferred share based compensation arrangement management fees incurred       116,664   $ 0            
Director And Officer [Member]                        
Related Party Transaction [Line Items]                        
Notes Payable Related Parties Current       614       0        
Chief Executive Officer [Member]                        
Related Party Transaction [Line Items]                        
Salary and wage, officer, excluding cost of good and service sold       53,432 ₨ 986,516 57,434 ₨ 1,604,887          
Chief Executive Officer [Member] | Convertible Notes Payable [Member]                        
Related Party Transaction [Line Items]                        
Notes payable     $ 10,000                  
Debt instrument, interest rate, stated percentage     10.00%                  
Debt instrument, maturity date     Mar. 24, 2022                  
Chief Executive Officer [Member] | Convertible Notes Payable [Member] | Related Party [Member]                        
Related Party Transaction [Line Items]                        
Due to related parties, current       10,000       10,000        
Due to related parties       3,441       2,963        
Chief Executive Officer [Member] | Convertible Notes Payable 1 [Member]                        
Related Party Transaction [Line Items]                        
Notes payable   $ 10,000                    
Debt instrument, interest rate, stated percentage   10.00%                    
Debt instrument, maturity date   Mar. 07, 2022                    
Chief Executive Officer [Member] | Convertible Notes Payable 1 [Member] | Related Party [Member]                        
Related Party Transaction [Line Items]                        
Due to related parties, current       10,000       10,000        
Due to related parties       2,984       2,479        
Chief Executive Officer [Member] | Convertible Notes Payable 2 [Member]                        
Related Party Transaction [Line Items]                        
Notes payable $ 20,000                      
Debt instrument, interest rate, stated percentage 10.00%                      
Chief Executive Officer [Member] | Convertible Notes Payable 2 [Member] | Related Party [Member]                        
Related Party Transaction [Line Items]                        
Due to related parties, current       20,000       20,000        
Due to related parties       5,107       4,099        
Director [Member]                        
Related Party Transaction [Line Items]                        
Notes payable                       $ 26,000
Debt instrument, interest rate, stated percentage                       10.00%
Director [Member] | Related Party [Member]                        
Related Party Transaction [Line Items]                        
Due to related parties, current       26,000       26,000        
Due to related parties       8,797       7,487        
Director [Member] | Director Agreement [Member]                        
Related Party Transaction [Line Items]                        
Salary and wage, officer, excluding cost of good and service sold       50,000   40,000            
Director [Member]                        
Related Party Transaction [Line Items]                        
Notes payable $ 130,000                      
Debt instrument, interest rate, stated percentage 10.00%                      
Debt instrument, maturity date Feb. 11, 2023                      
Salary and wage, officer, excluding cost of good and service sold       2,437 ₨ 45,000 $ 0            
Director [Member] | Related Party [Member]                        
Related Party Transaction [Line Items]                        
Due to related parties, current       130,000       130,000        
Due to related parties       33,195       $ 26,641        
Director [Member] | Third Party Lender1 [Member]                        
Related Party Transaction [Line Items]                        
Notes payable                     $ 15,000  
Debt instrument, interest rate, stated percentage                     10.00%  
Debt instrument, maturity date               Oct. 13, 2023        
Director [Member] | Third Party Lender1 [Member] | Related Party [Member]                        
Related Party Transaction [Line Items]                        
Due to related parties, current       15,000       $ 15,000        
Due to related parties       5,075       4,319        
Director [Member]                        
Related Party Transaction [Line Items]                        
Notes payable                   $ 25,000    
Debt instrument, interest rate, stated percentage                   10.00%    
Director [Member] | Related Party [Member]                        
Related Party Transaction [Line Items]                        
Due to related parties       5,836       4,575        
Director [Member] | Director Agreement [Member] | Related Party [Member]                        
Related Party Transaction [Line Items]                        
Due to related parties, current       25,000       25,000        
Director [Member]                        
Related Party Transaction [Line Items]                        
Notes payable                 $ 15,000      
Debt instrument, interest rate, stated percentage                 10.00%      
Director [Member] | Related Party [Member]                        
Related Party Transaction [Line Items]                        
Due to related parties       2,967       2,211        
Director [Member] | Director Agreement [Member] | Related Party [Member]                        
Related Party Transaction [Line Items]                        
Due to related parties, current       $ 15,000       $ 15,000        
v3.24.3
Notes Payable (Details Narrative) - USD ($)
Oct. 22, 2021
May 27, 2020
Aug. 31, 2024
Feb. 29, 2024
May 20, 2020
Third Party Lender [Member]          
Debt Instrument [Line Items]          
Notes payable         $ 25,000
Debt Instrument, Interest Rate, Stated Percentage         10.00%
Accounts Payable, Current     $ 10,712 $ 9,452  
Third Party Lender 2 [Member]          
Debt Instrument [Line Items]          
Notes payable $ 25,500        
Debt Instrument, Interest Rate, Stated Percentage 10.00%        
Debt Instrument, Maturity Date Oct. 13, 2023        
Accounts Payable, Current     7,294 6,008  
U S Small Business Administration [Member]          
Debt Instrument [Line Items]          
Notes payable   $ 77,800      
Debt Instrument, Interest Rate, Stated Percentage   3.75%      
Debt instrument, periodic payment   $ 380      
Accounts Payable, Current     $ 11,665 $ 10,195  
v3.24.3
Lease Liabilities (Details) - Building Lease [Member]
Feb. 29, 2024
USD ($)
2025 $ 9,329
Net minimum lease payments 9,329
Less: amount representing interest payments (161)
Present value of net minimum lease payments 9,168
Less: current portion (9,168)
Long-term portion $ 0
v3.24.3
Lease Liabilities (Details Narrative)
3 Months Ended 6 Months Ended 12 Months Ended
May 10, 2023
USD ($)
May 10, 2023
INR (₨)
Feb. 01, 2021
USD ($)
Aug. 31, 2024
USD ($)
Aug. 31, 2023
USD ($)
Aug. 31, 2024
USD ($)
Aug. 31, 2023
USD ($)
Feb. 29, 2024
USD ($)
Aug. 31, 2024
INR (₨)
Jan. 26, 2023
USD ($)
Feb. 01, 2021
INR (₨)
Lessee, Lease, Description [Line Items]                      
Finance and operating lease interest rate           11.25%          
Repayment of lease liabilities $ 2,549 ₨ 47,204       $ 0 $ 1,021        
Gain (loss) on termination of lease $ 1,052 ₨ 19,480   $ 0 $ 0 0 1,052 $ 1,042      
South Africa [Member] | Office Space [Member]                      
Lessee, Lease, Description [Line Items]                      
Operating lease term     2 years               2 years
Operating lease annual increase in base rent percentage     7.00%                
South Africa [Member] | Office Space [Member] | First year [Member]                      
Lessee, Lease, Description [Line Items]                      
Operating lease monthly rent payable     $ 1,192               ₨ 22,000
South Africa [Member] | Office Space [Member] | Second year [Member]                      
Lessee, Lease, Description [Line Items]                      
Operating lease monthly rent payable     1,275               23,540
South Africa [Member] | Office Space [Member] | Third year [Member]                      
Lessee, Lease, Description [Line Items]                      
Operating lease monthly rent payable     1,364               25,188
South Africa [Member] | Office Space [Member] | Final year [Member]                      
Lessee, Lease, Description [Line Items]                      
Operating lease monthly rent payable     $ 1,460               ₨ 26,951
South Africa [Member] | Office Space As Per Renewal Agreement [Member]                      
Lessee, Lease, Description [Line Items]                      
Operating lease renewal term     2 years               2 years
Operating lease weighted average discount rate percentage                   7.00%  
South Africa [Member] | Office Space As Per Renewal Agreement [Member] | First year [Member]                      
Lessee, Lease, Description [Line Items]                      
Operating lease monthly rent payable                   $ 1,679 ₨ 31,000
South Africa [Member] | Office Space As Per Renewal Agreement [Member] | Second year [Member]                      
Lessee, Lease, Description [Line Items]                      
Operating lease monthly rent payable                   $ 1,780 ₨ 32,860
Vehicles [Member]                      
Lessee, Lease, Description [Line Items]                      
Repayment of lease liabilities           0 $ 1,021        
Vehicles 1 [Member]                      
Lessee, Lease, Description [Line Items]                      
Finance lease, liability       $ 512   $ 512     ₨ 9,456    
v3.24.3
Common Stock (Details Narrative) - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 16, 2024
Jul. 17, 2023
Aug. 31, 2024
Jun. 30, 2024
Aug. 31, 2023
Aug. 31, 2024
Aug. 31, 2023
Feb. 29, 2024
Feb. 28, 2022
Jun. 13, 2024
Accumulated Other Comprehensive Income (Loss) [Line Items]                    
Stock issued during period, value, new issues     $ 100,000   $ 100,000          
Proceeds from the issuance of common stock           $ 100,000 $ 110,000      
Common Stock [Member]                    
Accumulated Other Comprehensive Income (Loss) [Line Items]                    
Stock issued during period, value, new issues   $ 303,333 $ 200   $ 303          
Stock issued during period shares acquisitions     220,000              
Stock issued during the period shares new issues     200,000   303,333          
Proceeds from the issuance of common stock   $ 110,000                
Deferred Compensation Arrangement with Individual [Member] | Director [Member]                    
Accumulated Other Comprehensive Income (Loss) [Line Items]                    
Deferred compensation arrangement with individual shares issued   50,000           50,000    
Deferred compensation arrangement with individual fair value of shares issued   $ 40,000           $ 40,000 $ 33,333  
Deferred Compensation Arrangement with Individual Three [Member] | New Director [Member] | Director Agreement One [Member]                    
Accumulated Other Comprehensive Income (Loss) [Line Items]                    
Deferred share based compensation arrangement management fees incurred           $ 166,664        
Deferred compensation arrangement with individual, common stock reserved for future issuance     166,664   50,000 166,664 50,000      
Deferred Compensation Arrangement with Individual Three [Member] | New Director [Member] | Officer Agreement One [Member]                    
Accumulated Other Comprehensive Income (Loss) [Line Items]                    
Deferred share based compensation arrangement management fees incurred             $ 116,666      
Huntpall [Member]                    
Accumulated Other Comprehensive Income (Loss) [Line Items]                    
Stock issued during period shares acquisitions 220,000                  
Business combination equity interests issued fair value $ 147,400                  
Business combination percentage of voting interests acquired                   49.00%
Business combination carrying value of non controlling interest in acquiree before acquisition                   $ 0
Adjustment to additional paid in capital non controlling interests acquired in excess of carrying value       $ 147,180            
Stock issued during the period shares new issues     200,000              
Proceeds from the issuance of common stock     $ 100,000              
v3.24.3
Concentrations (Details) - Customer Concentration Risk [Member]
6 Months Ended 12 Months Ended
Aug. 31, 2024
Aug. 31, 2023
Feb. 29, 2024
Revenue Benchmark [Member] | Customer One [Member]      
Concentration Risk [Line Items]      
Concentration risk, percentage 32.00% 24.00%  
Revenue Benchmark [Member] | Customer Two [Member]      
Concentration Risk [Line Items]      
Concentration risk, percentage 14.00% 20.00%  
Revenue Benchmark [Member] | Customer Three [Member]      
Concentration Risk [Line Items]      
Concentration risk, percentage   11.00%  
Accounts Receivable [Member] | Customer One [Member]      
Concentration Risk [Line Items]      
Concentration risk, percentage 32.00%   65.00%
Accounts Receivable [Member] | Customer Two [Member]      
Concentration Risk [Line Items]      
Concentration risk, percentage 23.00%    
v3.24.3
Commitments and Contingencies (Details Narrative) - USD ($)
1 Months Ended 6 Months Ended 12 Months Ended
Sep. 19, 2023
Sep. 01, 2023
Jul. 17, 2023
Sep. 01, 2022
Mar. 02, 2022
Feb. 28, 2022
Feb. 03, 2022
Sep. 07, 2021
Sep. 30, 2023
Aug. 31, 2024
Feb. 29, 2024
Feb. 28, 2022
Aug. 31, 2023
Mar. 01, 2023
Feb. 28, 2023
Other Commitments [Line Items]                              
Common stock, shares, outstanding                   16,128,544 15,708,544        
Share Repurchase And Separation Agreement [Member] | Former CEO [Member]                              
Other Commitments [Line Items]                              
Debt instrument decrease forgiveness   $ 70,000                          
Stock repurchased and retired during period, shares 2,035,000                            
Payable for the repurchases of common stock   170,000                          
Cash payable for the repurchase of common stock   150,000                          
Stock repurchased during the period shares                 2,035,000            
Stock repurchased during the period value                 $ 23,500            
Share Repurchase And Separation Agreement [Member] | Tranche One [Member] | Former CEO [Member]                              
Other Commitments [Line Items]                              
Monthly payments for the repurchase of common stock   10,000                          
Share Repurchase And Separation Agreement [Member] | Tranche Two [Member] | Former CEO [Member]                              
Other Commitments [Line Items]                              
Monthly payments for the repurchase of common stock   $ 10,000                          
Chief Financial Officer [Member]                              
Other Commitments [Line Items]                              
Number of shares authorized to be repurchased             7,125,000                
Shares authorized to be repurchased value             $ 240,000                
Payment for the repurchase of the shares             150,000                
Amount payable for the repurchase of shares             $ 10,000                
Common stock, shares, outstanding             2,000,000                
Threshold limit of sale of stocks per month             5,000                
Debt instrument decrease forgiveness               $ 10,000              
Interest expense forgiven               $ 1,170              
Stock repurchased and retired during period, shares           7,025,000 7,125,000                
Chief Financial Officer [Member] | MiWay Finance, Inc. [Member]                              
Other Commitments [Line Items]                              
Number of shares of the acquiring company authorized to be repurchased             3,700,000                
Stock repurchased and retired during period, shares         100,000                    
Number of shares of the acquired company repurchased during the period         3,700,000                    
Director [Member] | Deferred Compensation Arrangement with Individual [Member]                              
Other Commitments [Line Items]                              
Deferred compensation arrangement with individual, shares authorized for issuance       100,000                      
Deferred compensation arrangement with individual requisite service period       12 months                      
Deferred compensation arrangement with individual shares issued     50,000               50,000        
Deferred compensation arrangement with individual fair value of shares issued     $ 40,000               $ 40,000 $ 33,333      
Deferred compensation arrangement with individual allocated share based compensation expense                   $ 50,000   $ 40,000      
Deferred compensation arrangement with individual aggregate number of shares issuable during the period                   50,000 50,000 50,000      
Deferred compensation arrangement with individual shares unissued                   116,667     16,667   66,667
Director [Member] | Deferred Compensation Arrangement With Individual One [Member]                              
Other Commitments [Line Items]                              
Deferred compensation arrangement with individual, shares authorized for issuance   100,000                          
Director [Member] | Deferred Compensation Arrangement With Individual One [Member] | Restricted Stock [Member] | Tranche One [Member]                              
Other Commitments [Line Items]                              
Deferred compensation arrangement with individual requisite vesting period   6 months                          
Director [Member] | Deferred Compensation Arrangement With Individual One [Member] | Restricted Stock [Member] | Tranche One [Member] | Former CEO [Member]                              
Other Commitments [Line Items]                              
Deferred compensation arrangement with individual, shares authorized for issuance   50,000                          
Director [Member] | Deferred Compensation Arrangement With Individual One [Member] | Restricted Stock [Member] | Tranche Two [Member]                              
Other Commitments [Line Items]                              
Deferred compensation arrangement with individual, shares authorized for issuance   50,000                          
Deferred compensation arrangement with individual requisite vesting period                 6 months            
Director [Member] | Deferred Compensation Arrangement with Individual Two [Member] | Restricted Stock [Member]                              
Other Commitments [Line Items]                              
Deferred compensation arrangement with individual requisite vesting period                     12 months        
New Director [Member] | Deferred Compensation Arrangement with Individual Two [Member] | Restricted Stock [Member]                              
Other Commitments [Line Items]                              
Deferred compensation arrangement with individual requisite vesting period                     12 months        
New Director [Member] | Deferred Compensation Arrangement with Individual Three [Member]                              
Other Commitments [Line Items]                              
Deferred compensation arrangement with individual, shares authorized for issuance                           700,000  
Deferred compensation arrangement with individual compensation expense                   $ 0 $ 100,000        
Deferred share based compensation with individual shares issuable during the period                   58,332          
New Director [Member] | Deferred Compensation Arrangement with Individual Three [Member] | Restricted Stock [Member]                              
Other Commitments [Line Items]                              
Deferred share based compensation arrangement with individual vesting per tranche                           58,333  
Officer [Member] | Deferred Compensation Arrangement with Individual Two [Member] | Restricted Stock [Member]                              
Other Commitments [Line Items]                              
Deferred compensation arrangement with individual, shares authorized for issuance                           100,000  
Officer [Member] | Deferred Compensation Arrangement with Individual Three [Member] | Restricted Stock [Member]                              
Other Commitments [Line Items]                              
Deferred compensation arrangement with individual, shares authorized for issuance                           700,000  
Deferred share based compensation arrangement with individual vesting per tranche                           58,333  
Chief Operating Officer And New Director [Member] | Deferred Compensation Arrangement with Individual Three [Member]                              
Other Commitments [Line Items]                              
Deferred share based compensation with individual shares issuable during the period                     333,330        
Chief Operating Officer [Member] | Deferred Compensation Arrangement with Individual Three [Member]                              
Other Commitments [Line Items]                              
Deferred share based compensation arrangement management fees incurred                   $ 116,664 $ 233,330        
Director [Member] | Deferred Compensation Arrangement with Individual [Member]                              
Other Commitments [Line Items]                              
Deferred compensation arrangement with individual shares unissued                   366,661 249,997        
v3.24.3
Deposit (Details Narrative)
12 Months Ended
Oct. 15, 2021
INR (₨)
Feb. 29, 2024
INR (₨)
Aug. 31, 2024
USD ($)
Aug. 31, 2024
INR (₨)
Feb. 29, 2024
USD ($)
Feb. 29, 2024
INR (₨)
Deposit            
Payment towards deposits ₨ 800,000          
Return from deposit   ₨ 600,000        
Deposits     $ 11,356 ₨ 200,000 $ 10,408 ₨ 200,000

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