UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended August 31, 2023

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

For the transition period from ____to .

Commission File Number 333-212447

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, 12th 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 x  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 x  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	x
Emerging Growth Company	x

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 x

The Company has 15,508,544 shares outstanding as of October 10, 2023

TABLE OF CONTENTS

		Page
	PART I — Financial Information
Item 1.	Consolidated Financial Statements (unaudited)	F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3
Item 3.	Quantitative  and Qualitative Disclosures about Market Risk	5
Item 4.	Controls and Procedures	6
	PART II — Other Information	6
Item 1.	Legal Proceedings	6
Item 1A.	Risk Factors	6
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6
Item 3.	Defaults Upon Senior Securities	6
Item 4.	Mine Safety Disclosures	6
Item 5.	Other Information	6
Item 6.	Exhibits	7
	Signatures	8

UPAY, Inc.

Consolidated Financial Statements

(unaudited)

	Index
Table of Contents
Consolidated Balance Sheets (unaudited)	F-2
Consolidated Statements of Operations and Comprehensive Loss (unaudited)	F-3
Consolidated Statements of Stockholders’ Deficit and Accumulated Other Comprehensive Loss (unaudited)	F-4 to F-5
Consolidated Statements of Cash Flows (unaudited)	F-6
Notes to the Consolidated Financial Statements (unaudited)	F-7

UPAY, INC.

Consolidated Balance Sheets

(Expressed in U.S. dollars)

	August 31, 2023			February 28, 2023
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	657,970		$	662,991
Accounts receivable, net of allowance		68,562			68,447
Prepaid expenses and other current assets		4,860			1,564
Total Current Assets		731,392			733,002
Property and Equipment, Net (Note 4)		26,785			17,061
Right-of-use Assets, Net (Note 5)		27,891			39,905
Deposit (Note 12)		10,703			43,289
Total Assets	$	796,771		$	833,257
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	623,322		$	760,613
Due to related parties (Note 6)		42,233			29,580
Taxes payable		–			4,766
Current portion of lease liabilities (Note 8)		19,251			22,133
Current portion of notes payable (Note 7)		52,135			52,143
Current portion of notes payable – Related party (Note 6)		251,000			251,000
Total Current Liabilities		987,941			1,120,235
Non-Current Liabilities
Lease Liabilities (Note 8)		8,640			18,892
Notes Payable (Note 7)		76,165			76,157
Total Liabilities		1,072,746			1,215,284
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; 17,543,544 shares and 17,190,211 shares issued and outstanding, respectively		17,543			17,190
Common Stock Issuable		180,000			13,334
Additional Paid-in Capital		684,922			535,275
Accumulated Deficit		(1,093,836	)		(886,998	)
Accumulated Other Comprehensive Loss		(64,604	)		(60,828	)
Total Stockholders’ Deficit		(275,975	)		(382,027	)
Total Liabilities and Stockholders’ Deficit	$	796,771		$	833,257

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,
	2023			2022			2023			2022
Revenue	$	364,042		$	320,981		$	696,618		$	696,624
Cost of Revenue		(158,335	)		(130,971	)		(317,471	)		(271,151	)
Gross Profit		205,707			190,010			379,147			425,473
Expenses
Amortization of right-of-use assets (Note 5)		–			2,401			888			4,986
Depreciation (Note 4)		3,471			11,198			13,190			22,475
General and administrative		370,363			243,822			559,261			456,565
Total Expenses		373,834			257,421			573,339			484,026
Loss Before Other Income (Expenses) and Income Taxes		(168,127	)		(67,411	)		(194,192	)		(58,553	)
Other Income (Expenses)
Interest income		1,893			460			3,006			677
Interest expense		(8,384	)		(8,371	)		(16,704	)		(16,407	)
Gain on settlement of lease (Note 8)		–			–			1,052			–
Gain on disposal of equipment		–			–			–			18
Loss Before Income Taxes		(174,618	)		(75,322	)		(206,838	)		(74,265	)
Provision for income taxes		–			–			–			–
Net Loss		(174,618	)		(75,322	)		(206,838	)		(74,265	)
Other Comprehensive Loss
Foreign currency translation adjustments		4,776			(10,994	)		(3,776	)		(11,515	)
Comprehensive Loss	$	(169,842	)	$	(86,316	)	$	(210,614	)	$	(85,780	)
Net Loss Per Share – Basic and Diluted	$	(0.01	)	$	(0.00	)	$	(0.01	)	$	(0.00	)
Weighted-average Common Shares Outstanding – Basic and Diluted		17,363,037			17,156,878			17,276,624			17,157,965

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, 2022		17,256,878		$	17,257		$	518,440		$	–	$	(751,511	)	$	(39,638	)	$	(255,452	)
Acquisition of Miway Finance Inc.		–			–			(21,545	)		–		–			–			(21,545	)
Cancellation of common stock		(100,000	)		(100	)		–			–		–			–			(100	)
Settlement of related party note payable		–			–			11,747			–		–			–			11,747
Net income for the period		–			–			–			–		1,057			–			1,057
Foreign currency translation adjustments		–			–			–			–		–			(521	)		(521	)
Balance – May 31, 2022		17,156,878		$	17,157		$	508,642		$	–	$	(750,454	)	$	(40,159	)	$	(264,814	)
Net loss for the period		–			–			–			–		(75,322	)		–			(75,322	)
Foreign currency translation adjustments		–			–			–			–		–			(10,994	)		(10,994	)
Balance –August 31, 2022		17,156,878		$	17,157		$	508,642		$	–	$	(825,776	)	$	(51,153	)	$	(351,130	)

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)

					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 for the period		–		–		–		–			(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 for the period		–		–		–		–			(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-5

UPAY, Inc.

Consolidated Statements of Cash Flows

(Expressed in U.S. dollars)

(unaudited)

	Six Months Ended August 31, 2023			Six Months Ended August 31, 2022
Cash Flows from Operating Activities
Net Loss	$	(206,838	)	$	(74,265	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of right-of-use assets		888			4,986
Common stock issued or issuable for services		206,666			–
Depreciation		13,190			22,475
Gain on disposal of equipment		–			(18	)
Gain on settlement of lease		(1,052	)		–
Interest expense on lease liability		67			808
Changes in operating assets and liabilities:
Accounts receivable		594			23,160
Prepaid expenses and other current assets		(3,340	)		(235	)
Deposits		32,361			–
Accounts payable and accrued liabilities		(135,036	)		(733,464	)
Accounts payable – related party		12,653			2,017
Net Cash Used in Operating Activities		(79,847	)		(754,536	)
Cash Flows from Investing Activities
Purchase of property and equipment		(23,142	)		(1,222	)
Proceeds received on disposal of property and equipment		–			852
Net Cash Used in Investing Activities		(23,142	)		(370	)
Cash Flows from Financing Activities
Proceeds common stock issued for cash		110,000			–
Proceeds from promissory notes		–			25,000
Repayment of lease liabilities		(1,021	)		(6,102	)
Net Cash Provided by Financing Activities		108,979			18,898
Effect of Exchange Rate Changes on Cash		(11,011	)		(53,175	)
Change in Cash and Cash Equivalents		(5,021	)		(789,183	)
Cash and Cash Equivalents - Beginning of Period		662,991			1,156,005
Cash and Cash Equivalents - End of Period	$	657,970		$	366,822
Supplemental Disclosures of Cash Flow Information:
Interest paid	$	16,704		$	16,407
Income taxes paid	$	–		$	–
Non-cash Investing and Financing Activities:
Return and cancellation of common stock	$	–		$	100
Settlement of related party note payable	$	–		$	11,747

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 is a capital transaction in substance and therefore has been accounted for as a recapitalization. Rent Pay was incorporated in South Africa on February 1, 2012. Because Rent Pay is 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”).

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 subsidiary Rent Pay, and its controlled subsidiaries Miway and Huntpal, of which the Company owns 28% and 51%, respectively. 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 28, 2023, 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) Cash and Cash Equivalents

Cash includes cash on hand and cash held with banks. The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. The Company’s accounts at each U.S. institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As at August 31, 2023, the Company did not have any cash held in U.S. institutions in excess of the FDIC insured limit.

e) Accounts Receivable

Trade accounts receivable are recorded at net invoice value and such receivables are non-interest bearing. Receivables are considered past due based on the contractual payment terms. Receivables are reviewed and specific amounts are reserved if collectability is no longer reasonably assured.

As at August 31, 2023, the Company has recognized an allowance for doubtful accounts of $212 (February 28, 2023 - $2,022).

The accompanying notes are an integral part of these unaudited consolidated financial statements.

F-7

f) Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation, and any impairment in value. Depreciation is computed using the straight-line method over the following estimated lives of the assets:

Computer equipment	3 years
Computer software	5 years
Office equipment	5 years
Vehicles	5 years
Furniture and fixtures	6 years

The Company periodically performs impairment testing on its long-lived assets either annually or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable in accordance with ASC 360. All property and equipment assets were deemed recoverable at August 31, 2023, and February 28, 2023.

g) Right-of-use Assets

Right-of-use assets are stated at cost, less accumulated amortization and any impairment in value. Amortization is computed using the straight-line method over the following estimated lives of the assets:

Right-of-use building	Term of lease
Right-of-use vehicles	5 years

The Company periodically performs impairment testing on its long-lived assets either annually or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable in accordance with ASC 360. All right-of-use assets were deemed recoverable at August 31, 2023, and February 28, 2023.

h) Value of Financial Instruments

The Company measures and discloses the estimated fair value of financial assets and liabilities using the fair value hierarchy in accordance with ASC 820, “Fair Value Measurements and Disclosures”. The fair value hierarchy has three levels, which are based on reliable available inputs of observable data. The hierarchy requires the use of observable market data when available.

The three-level hierarchy is defined as follows:

Level 1 – quoted prices for identical instruments in active markets.

Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations in which significant inputs and significant value drivers are observable in active markets.

Level 3 – fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Financial instruments consist principally of cash and cash equivalents, accounts receivable, accounts payable, due to related parties, taxes payable and notes payable. There were no transfers into or out of “Level 3” during the six months ended August 31, 2023, or 2022. The recorded values of all financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial statement. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

i) Foreign Currency Translation

Management has adopted ASC 830, “Foreign Currency Translation Matters”, as the functional currency of the Company is the South African rand and the reporting currency is U.S. dollars. Assets and liabilities are translated into U.S. dollars at rates of exchange in effect at the balance sheet date. Average rates for the period are used to translate revenues and expenses. The cumulative translation adjustment is reported as a component of accumulated other comprehensive loss.

The accompanying notes are an integral part of these unaudited consolidated financial statements.

F-8

j) Leases

Effective March 1, 2019, the Company adopted FASB ASC Topic 842, Leases (“ASC 842”). This standard requires lessees to recognize in the statement of financial position a liability to make lease payments and a right-of-use (“ROU”) asset representing the Company’s right to use the underlying asset for the lease term. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances within the arrangement. A lease is identified where an arrangement conveys the right to control the use of identified property, plant, and equipment for a period of time in exchange for consideration. Leases which are identified within the scope of ASC 842 and which have a term greater than one year are recognized on the Company’s balance sheet as ROU assets and lease liabilities. Operating lease liabilities and their corresponding ROU assets are recorded based on the present value of lease payments over the expected remaining lease term. The lease term includes any renewal options and termination options that are reasonably certain to be exercised. Certain adjustments to the right-of-use asset may be required for items such as initial direct costs paid or incentives received. The present value of lease payments is determined by using the interest rate implicit in the lease, if that rate is readily determinable; otherwise, the Company uses it’s incremental borrowing rate. The incremental borrowing rate is determined based on the rate of interest that the Company would pay to borrow on a collateralized basis an amount equal to the lease payments for a similar term and in a similar economic environment. The interest rate implicit in lease contracts to calculate the present value is typically not readily determinable. As such, significant management judgment is required to estimate the incremental borrowing rate.

k) Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. The guidance under ASC 606 is based on the principle that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract. Under ASC 606, the Company recognizes revenue by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.

The Company derives revenue through licensing its software and by collecting various transaction fees from third party debit orders.

The Company has several revenue streams and they are recognized as below:

Branch Setup Fees

This is a once off, non-refundable cost that the company charges when a customer is onboarded. Revenue is recognized immediately and is collected in the same month. This results in no accounts receivable at the end of the month as revenue is recognized and collected immediately.

Data Migration Fees

This only applies to a customer applying to migrate client data from a previous system to our system. We invoice for this service as soon as data is successfully transferred, imported and verified by our customer. Revenue is recognized upon invoicing and payment is collected within two days due to debit order mandates signed by the customer as part of the agreement. This results in no outstanding accounts receivable as of the end of each month.

Monthly Rental Fees

Our software is made available on a web-based software platform and is offered as software as a service. Our agreement is an evergreen agreement (auto-renewed) and if not terminated by a customer, remains intact. Termination may occur by either party at any point with 30 days’ notice. The monthly software rental fee is payable every month per branch. Monthly software rental fees are payable in the beginning of each month. The monthly rental fees are invoiced during the first few days of a month and is recognized over the period of the month. Payments are collected via debit order a few days later, prior to the end of that month, due to debit order mandate signed by the customer. This results in no accounts receivable as invoicing and payment happens within the same month.

Development Service Fee

We have some clients that we do custom software development for, on some versions of our software. Here we adopt a scrum methodology with 2-week development sprints. We agree on a price per hour for development with these clients, typically through email communication. We send an invoice for the work completed and usually get paid within the same month. On this revenue stream we do not run a debit order, but clients need to pay invoices before we continue with the next development increment. Payments are due and revenue is recognized upon invoicing. At times collecting payment can take up to 30 days. Unpaid invoices, if any, are recorded to accounts receivable at the end of each month, but invoicing and payment usually happen within the same month.

The accompanying notes are an integral part of these unaudited consolidated financial statements.

F-9

Transactional Fees

We offer an integrated debit order facility built into our software. When our clients (lenders) create loans with consumers, the consumer contracts directly with us on a separate agreement. We then act as a third-party payment provider, to facilitate the repayment of loans from the consumer to the lender by debit order. We are registered as a third-party payment provider and all payments collected on this stream are settled by the bank directly into our bank account. We only charge a fee on successful debit order collections and retain that fee when we distribute funds collected on behalf of consumers. The transaction fees charged for these transactions are called CTC and they are displayed on the signed agreement that the consumer signs with us. The CTC fees are paid by the consumer, in addition to the loan installment collected. The loan installment and CTC are collected as one amount, but the CTC is retained by us upon distribution of funds to lenders. Revenue is recognized as each new order is processed and the transaction fee is charged. Our software system counts and accounts for each individual transaction and its amount and this is generated on a report on our Acpas software. We use this report to confirm the revenue recognition in our billing system. If there are any CTC that has yet to be collected at an end of a period, it is recorded as accounts receivable.

Credit Protection Insurance Commission

Some insurance companies offer insurance products on loans that cover the consumer for the full repayment of their debt to the lender, in case of unforeseen events. There is an insurance product from one of our suppliers (an insurance company) that we make available for the insurance company on our software program. In return for making this product available the insurance company would pay us monthly commission on premiums they received. This is a product offered by the insurance company directly to the consumer and we only make it available on our software platform. If this option is selected when a loan is created, an additional fee is added to the loan repayment amount. The software system calculates the insurance premiums and all premiums for a given month are paid by lenders to the insurance company, or lenders use our payment service and instruct us to manage the payments on their behalf. After receiving the premiums and supporting reports, the insurance company will then calculate and verify the premiums paid and premium claw back to this point and work out the commission payable based on the premiums received. Upon collection of the premiums, the insurance company will complete their final calculations and the insurance company will then pay all commissions earned by us and the lenders. We distribute the commission amounts due to the lenders within two days of receiving such payments from the insurance company. Revenue is recognized upon collection of the premiums from the consumers.

Credit Bureau transactions

Some credit bureaus like XDS or VeriCred, offer consumer screening products, that we make available on our software platform as integration. Lenders can sign up for these service and access credit information of consumers that they would like to screen, directly from our software platform. In return for making these products available on a seamless integration, we charge a fee on the products. The Company enters into an agreement with the credit bureau and lender to the agreed fees. The agreement with the credit bureau determines the commission fee paid or the markup to be charged on transactions by the company, as reseller. If there are any credit bureau fees that has yet to be collected at an end of a period, it is recorded as accounts receivable.

Payroll Transactions

Some of our client (lenders) have arrangements with employers where these employers deduct loan installments payable to the lender from the payroll of that employer, on behalf of the lender. The deduction is made from employees that have taken loans from the lender. We provide these payroll lenders with adequate reporting in our software, that can be used to help identify the amounts to be deducted from each individual consumer, with unique identifiers, which is sent to the employers. We also assist lenders to capture payments received from employers on our software in bulk, where requested. We charge a payroll transaction fee to the lender, for each successful payment made in a month on the system. The fee is charged as a combined amount for the payments received on payroll for that month. The payroll transaction fees are set out and agreed to with the lender on the signed agreement they have with us. Our software system counts and accounts for each individual payment receipted, and this is generated on a payment report on our ACPAS software. We use this report for revenue recognition in our billing system. Revenue is recorded as a lump sum based on this report at the end of each month. If there are any payroll transaction fees, that still needs to be recognized at an end of a period, it is recorded as accounts receivable.

l) Stock-based Compensation

The Company records stock-based compensation in accordance with ASC 718, “Compensation – Stock Compensation” and ASC 505, “Equity Based Payments to Non-Employees”, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

The accompanying notes are an integral part of these unaudited consolidated financial statements.

F-10

m) Comprehensive Income (Loss)

ASC 220, “Comprehensive Income”, establishes standards for the reporting and display of comprehensive income (loss) and its components in the financial statements. As at August 31, 2023, and February 28, 2023, the only item that represents comprehensive income (loss) was foreign currency translation. Earnings (Loss) Per Share

The Company computes earnings (loss) per share (“EPS”) in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share on the face of the statement of operations. EPS is calculated using the weighted-average number of common shares outstanding during the period. Diluted EPS if applicable is calculated by dividing net income available to common stockholders for the period by the diluted weighted-average number of common shares outstanding during the period. Diluted EPS would reflect the potential dilution from common shares issuable through stock options, performance-based restricted stock units that have satisfied their performance factor and restricted stock units using the treasury stock method.

n) 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, 2023, 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.

o) Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its 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.

3. Acquisition of Miway Finance Inc.

On June 10, 2020, the Company purchased 20,000,000 shares of Miway Finance Inc. (“Miway”) at $0.001 per share for a purchase price of $20,000, representing a 48.66% ownership interest. The Company previously accounted for its investment under the equity method.

Pursuant to a Share Purchase and Separation Agreement described in Note 11, the Company received 3,700,000 shares of common stock of MiWay Finance, Inc. from the former CEO on March 2, 2022, increasing the Company’s ownership interest to 57.66%. As a result, the Company obtained control over Miway and consolidated the balances and results of Miway effective March 2, 2022.

Assets acquired and liabilities assumed are reported at their historical carrying amounts and any difference between the proceeds transferred is recognized in additional paid-in capital.

These consolidated financial statements include the accounts of Miway since the date of acquisition and the historical accounts of the Company since inception. The assets and liabilities of Miway acquired are as follows:

	March 2, 2022 $
Due from related party		3,700
Accounts payable		(560	)
Net assets assumed		3,140

At the time of acquisition, the Company had paid a total of $24,685 for its ownership interest in Miway. Upon consolidation, the difference between the investment of $24,685 and the net assets assumed of $3,140 was recognized in additional paid-in capital.

Effective May 31, 2022, the Company’s ownership interest in Miway decreased to 48.32% and the CEO of the Company became the majority shareholder of both the Company and Miway. As a result of the common ownership, the change in control was considered a common-control transaction and was outside the scope of the business combination guidance in ASC 805-50. The entities are deemed to be under common control as of May 31, 2022, which was the date that the majority shareholder acquired control of the Company and Miway and, therefore, held control over both companies.

The accompanying notes are an integral part of these unaudited consolidated financial statements.

F-11

Pursuant to ASC 250-10 and ASC 805-50, the transaction resulted in a change in the reporting entity and was recognized retrospectively for all periods during which the entities were under common control. For common-control transactions that result in a change in the reporting entity and for which both receiving entity and the transferring entity were not under common control during the entire reporting period, it is necessary to determine which entity is the predecessor. The predecessor is the reporting entity deemed to be the receiving entity for accounting purposes in a common-control transaction. The predecessor is not always the entity that legally receives the net assets or equity interests transferred. Comparative financial information shall only be adjusted for periods during which the entities were under common control. Since common control between the Company and Miway did not occur until the current period, the comparative information does not need to be combined. Accordingly, for periods in which the combining entities were not under common control, the comparative financial statements presented are those of the entity that is determined to be the predecessor up to the date at which the entities became under common control. The Company was determined to be the predecessor entity and, therefore, was deemed to be the receiving entity for accounting purposes. Since the entities were consolidated immediately prior to the change of control, there was no impact from the common control transaction.

4. Property and Equipment, Net

Property and equipment, net, consists of the following:

	Cost		Accumulated Depreciation			August 31, 2023 Net Carrying Value		February 28, 2023 Net Carrying Value
Computer equipment	$	13,666	$	(9,057	)	$	4,609	$	4,723
Computer software		206,000		(205,515	)		485		7,445
Furniture and fixtures		9,875		(7,443	)		2,432		2,763
Motor vehicle		24,324		(5,887	)		18,437		1,133
Office equipment		4,248		(3,426	)		822		997
Total	$	258,113	$	(231,328	)	$	26,785	$	17,061

During the six months ended August 31, 2023, the Company recorded depreciation expense of $13,190 (2022 - $22,475). During the six months ended August 31, 2023, the Company acquired $1,180 (2022 - $1,222) of computer equipment, and $21,962 (2022 - $nil) of motor vehicles.

5. Right-Of-Use Assets, Net

Right-of-use assets, net, consist of the following:

	Cost		Accumulated Amortization			August 31, 2023 Net Carrying Value		February 28, 2023 Net Carrying Value
Right-of-use building (operating lease)	$	61,253	$	(33,362	)	$	27,891	$	37,098
Right-of-use vehicles (finance lease)		–		–			–		2,807
Total	$	61,253	$	(33,362	)	$	27,891	$	39,905

During the six months ended August 31, 2023, the Company recorded rent expense of $10,032 (2022 - $8,914) related to Company’s right-of-use building and amortization expense of $888 (2022 - $4,986) related to the Company’s right-of-use vehicles. During the six months ended August 31, 2023, the Company settled a lease obligation on a right-of-use vehicle with a carrying value of $1,912 and a remaining lease liability of $2,966, resulting in a gain on settlement of lease of $1,052.

6. 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, 2023, the outstanding principal is $10,000 (February 28, 2023 – $10,000) and the Company has recognized accrued interest of $2,438 (February 28, 2023 – $1,934), 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, 2023, the outstanding principal is $10,000 (February 28, 2023 – $10,000) and the Company has recognized accrued interest of $1,981 (February 28, 2023 – $1,477) 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, 2023, the outstanding principal is $20,000 (February 28, 2023 – $20,000) and the Company has recognized accrued interest of $3,101 (February 28, 2023 – $2,093), which is included in due to related parties.

The accompanying notes are an integral part of these unaudited consolidated financial statements.

F-12

d) On April 14, 2021, the Company entered into a promissory note with a company controlled by a Director of the Company for $26,000, which is unsecured, bears interest of 10% per annum and matured on October 13, 2021. During the year ended February 28, 2022, an addendum was entered into to extend the maturity date to October 13, 2023. As at August 31, 2023, the outstanding principal is $26,000 (February 28, 2023 – $26,000) and the Company has recognized accrued interest of $6,190 (February 28, 2023 – $4,879), 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 Director 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, 2023, the outstanding principal is $130,000 (February 28, 2023 – $130,000) and the Company has recognized accrued interest of $20,159 (February 28, 2023 – $13,606), which is included in due to related parties.

f) During the year ended February 28, 2022, a third-party lender purchased from a company controlled by a Director of the Company a promissory note in the amount of $15,000, which is unsecured, bears interest of 10% per annum and had an original maturity date of October 13, 2021. The maturity date was amended to October 13, 2023, during the year ended February 28, 2022. As at August 31, 2023, the outstanding principal is $15,000 (February 28, 2023 – $15,000) and the Company has recognized accrued interest of $3,571 (February 28, 2023 – $2,815), 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 Director of the Company for $25,000, which is unsecured, bears interest of 10% per annum and matures on March 2, 2023. As at August 31, 2023, the outstanding principal is $25,000 (February 28, 2023 - $25,000) and the Company has recognized accrued interest of $3,329 (February 28, 2023 – $2,069), 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 Director of the Company for $15,000, which is unsecured, bears interest of 10% per annum and matures on September 9, 2023. As at August 31, 2023, the outstanding principal is $15,000 (February 28, 2023 - $15,000) and the Company has recognized accrued interest of $1,464 (February 28, 2023 - $707), which is included in due to related parties.

i) On May 31, 2023, the Company entered into a promissory note with a company controlled by a Director of the Company for $4,000, which is unsecured, bears interest of 10% per annum and matures on May 31, 2024. On June 13, 2023, the Company repaid the full amount of the note.

j) During the six months ended August 31, 2023, the Company incurred salary expenses of $57,434 (R1,064,887) (2022 – $63,567 (R1,007,218)) to the CEO of the Company.

k) During the six months ended August 31, 2023, the Company incurred directors’ fees of $nil (2022 – $32,000) to a Director of the Company.

l) During the six months ended August 31, 2023, the Company incurred directors’ fees of $40,000 (2022 – $nil) to a Director of the Company pursuant to a Director Agreement (Note 11).

m) During the six months ended August 31, 2023, the Company incurred management fees of $116,666 (2022 - $nil) and directors’ fees of $50,000 (2022 – $nil) to the COO and Director of the Company pursuant to a Director and Officer Agreement (Note 11).

7. 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, 2021. During the year ended February 28, 2022, an addendum was entered into to extend the maturity date to May 20, 2023. As at August 31, 2023, the Company has recognized accrued interest of $8,205 (February 28, 2023 – $6,945), 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, 2023, the Company has recognized accrued interest of $8,740 (February 28, 2023 – $7,269), 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 April 26, 2022. During the year ended February 28, 2022, an addendum was entered into to extend the maturity date to October 13, 2023. As at August 31, 2023, the Company has recognized accrued interest of $4,737 (February 28, 2023 – $3,451), which is included in accounts payable and accrued liabilities.

The accompanying notes are an integral part of these unaudited consolidated financial statements.

F-13

8. Lease Liabilities

The Company commenced the leasing of two motor vehicles on May 23, 2018, and October 10, 2018, for a term of five years each. The monthly minimum lease payments were for $359 (R6,658) and $510 (R9,456). The motor vehicle leases are classified as finance leases. The interest rate underlying the obligation in the leases are both 11.25% per annum. During the six months August 31, 2023, the Company paid a total of $1,088 (2022 - $6,102) in principal and interest payments on the two motor vehicle leases.

On November 14, 2022, the Company settled one of the motor vehicle finance leases for a settlement fee of $2,842 (R47,351) resulting in a gain on settlement of $273 (R4,549). 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 May 10, 2023, the Company settled the second 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 commences 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 $1,187 (R22,000) for the first year, $1,270 (R23,540) in the second year, $1,672 (R25,188) in the third year, and $1,772 (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 $1,672 (R31,000) for the first year and $1,772 (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, 2023:

Years ending February 28:	Building Lease (Operating Lease)
2024	$	10,053
2025		19,343
Net minimum lease payments		29,396
Less: amount representing interest payments		(1,505	)
Present value of net minimum lease payments		27,891
Less: current portion		(19,251	)
Long-term portion	$	8,640

9. Common Stock

Share transactions for the six months ended 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 (Note 11(b)).

b) During the six months ended August 31, 2023, the Company accrued $50,000 of stock payable pursuant to a Director Agreement and $116,666 of stock payable pursuant to an Officer Agreement (Note 11(c)).

Share transactions for the six months ended August 31, 2022:

a) On March 2, 2022, the Company repurchased 100,000 shares of common stock from the former CEO of the Company, pursuant to the Share Purchase and Separation Agreement described in Note 11.

The accompanying notes are an integral part of these unaudited consolidated financial statements.

F-14

10. Concentrations

The Company’s revenues were concentrated among five customers for the six months ended August 31, 2023, and 2022.

Customer	Six Months Ended August 31, 2023
1	24%
2	20%
3	12%
4	11%
5	8%

Customer	Six Months Ended August 31, 2022
1	22%
2	16%
3	12%
4	10%
5	8%

The Company’s receivables were concentrated among three customers as August 31, 2023, and February 28, 2023:

Customer	August 31, 2023
1	53%
2	11%
3	10%

Customer	February 28, 2023
1	38%
2	12%
3	12%

11. 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 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., for $240,000, payable with a $150,000 cash payment within 10 days of the Effective Date (“closing 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.

b) On September 1, 2022, the Company entered into an agreement with a new director 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. In addition, the Company agreed to reimburse the director for all reasonable business expenses incurred during the term in accordance with the Company’s expense reimbursement guidelines. 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 six months ended August 31, 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 March 2023 to August 2023. During the six months ended August 31, 2023, another 50,000 shares were issued, leaving a balance of 16,667 shares still issuable at August 31, 2023. 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.

The accompanying notes are an integral part of these unaudited consolidated financial statements.

F-15

c) On March 1, 2023, the Company entered into agreements with a new director and officer 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. The Company has also agreed to pay the officer and director, in return for serving a term of 3 years, an additional 700,000 shares of common stock that will vest quarterly with 12 equal payments of 58,333 shares. In addition, the Company agreed to reimburse the officer and director for all reasonable business expenses incurred during the term in accordance with the Company’s expense reimbursement guidelines. During the six months ended August 31, 2023, the Company recognized management fees of $116,666 and board member compensation of $50,000, representing the fair value of 166,666 shares of common stock issuable for services rendered for the period from March 2023 to August 2023.

Management has evaluated commitments and contingencies and is unaware of any legal matters or other contingencies requiring disclosure through period-end.

12. 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 six months ended August 31, 2023, R600,000 of the deposit was returned to the Company. As at August 31, 2023, the balance of the deposit was $10,703 (R200,000) (February 28, 2023 – $43,289 (R800,000). The deposit will remain for as long as the Company uses the facility.

13. Subsequent Event

On September 1, 2023, the Company amended its Share Purchase and Separation Agreement with the former CEO of the Company (Note 11(a)). The amendment stipulates a revised payment structure, with the Company agreeing to pay $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 settled. 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 former CEO of the Company has since sold the remaining 2,035,000 shares of the Company held by the former CEO of the Company and his wife for $23,500. All other terms of the original agreement remain in effect unless specifically modified by this addendum.

Management has evaluated subsequent events through the date that these financial statements were issued, and none were identified.

The accompanying notes are an integral part of these unaudited consolidated financial statements.

F-16

Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

This document contains “forward-looking statements”. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.

Forward-looking statements may include the words “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Except for our ongoing securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement.

Although we believe that the expectations reflected in any of our forward- looking statements are reasonable, actual results could differ materially from those projected or assumed in any or our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The factors impacting these risks and uncertainties include, but are not limited to:

● Our results are vulnerable to economic conditions;

● Our ability to raise adequate working capital;

● Loss of customers or sales weakness;

● Inability to achieve sales levels or other operating results;

● The unavailability of funds for expansion purposes;

● Operational inefficiencies;

● Any further outbreaks of Covid-19 may negatively impact our business, results of operations and financial condition and could adversely affect the economies and financial markets worldwide, including closures of certain businesses, travel limitations, and requirements that individuals stay at home or shelter in place.

● Increased competitive pressures from existing competitors and new entrants.

Trends and Uncertainties

Our business is subject to the following trends and uncertainties:

● Whether our system will be adaptable to other countries besides South Africa

● Whether we will develop interest in our software system in other countries we plan to expand into

● The level of activity of credit facilities and their need for our software

3

Results of Operations: For the 3 months ended August 31, 2023 and August 31, 20221 

Revenues

Our revenues for the 3-month period ended August 31, 2023 and 2022 were $364,042 and $320,981 respectively, reflecting increased revenues of $43,061 The $43,061 of increased revenues is primarily attributable to growth in our South African business in transactional revenue.

Net Loss/Profit

We had a net loss of $174,618 and a net loss of $75,322 for the 3-months ended August 31, 2023 and 2022, respectively, reflecting an increased net loss of $99,296, which is primarily attributable to an increase of $126,942 in general and administrative expenses.

Expenses

We incurred total expenses of $373,834 and $257,421, respectively, for the 3-month period ended August 31, 2023 and 2022, reflecting increased expenses of $116,413 which is primarily attributable to an increase of $126,541 in general and administrative expenses.

Results of Operations: For the 6 months ended August 31, 2023 and August 31, 2022

Revenues

Our revenues for the 6-month period ended August 31, 2023 and 2022 were $696,618 and $696,624, respectively, reflecting decreased revenues of $6. The decreased revenues of $6 is not material enough to determine what the immaterial decrease is primarily attributable to.

Net Loss/Profit

We had a net loss of $206,838 and a net loss of $74,265 for the 6-months ended August 31, 2023 and 2022 , respectively, reflecting increased net loss of $132,573, which is primarily attributable to an increase of $102,696 in general and administrative expenses.

Expenses

We incurred total expenses of $573,339 and $484,026, respectively, for the 6-month period ended August 31, 2023 and 2022, reflecting increased total expenses of $89,313, which is primarily attributable to an increase in general and administrative expenses of $102,696.

Liquidity and Capital Resources

We had negative working capital of $256,549 on August 31, 2023 and negative working capital of $387,233 at our fiscal year end of February 28, 2023, representing decreased negative working capital of $130,684.

Our net cash used in operating activities was negative $79,847 and $754,536 for the 6 months ended August 31, 2023 and 2021 reflecting decreased net cash used in operating activities of $674,689.

Our net cash used in investing activities were negative $23,142 and negative $370, respectively, for the 6 months ended August 31, 2023 and 2022, reflecting increased net cash of used in investing activities of $22,772.

Our net cash provided by financing activities was $108,979 and $18,898 for the 6-month period ended August 31, 2023 and 2022, respectively, reflecting increased net cash provided by financing activities of $90,081.

4

Off-Balance sheet arrangements

None.

Item 3.   Quantitative and Qualitative Disclosures About Market Risk.

Not applicable

5

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 company or our subsidiary 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.

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Item 6.   Exhibits.

EXHIBIT INDEX

Exhibit Number	Description
31.1	Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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

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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 10, 2023

UPAY, INC.

By:       /s/ Jacob C. Folscher

Jacob C. Folscher

Chief Executive Officer / Chief Financial Officer

/Chief Accounting Officer)

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