UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the annual period ended February 28, 2024

or

 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 if the Registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes  No 

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  No 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the 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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large Accelerated Filer   Accelerated Filer   Non-Accelerated Filer   Smaller Reporting Company   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 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of May 30, 2024, $0.67 per share, the last business day of the registrant’s most recently completed second fiscal quarter was $1,395,922.  

As of June 11, 2024, there were 15,708,544 shares outstanding.

TABLE OF CONTENTS

		Page
	PART I
Item 1.	Business	3
Item 1A.	Risk Factors	13
Item 1B.	Unresolved Staff Comments	13
Item 2.	Properties	13
Item 3.	Legal Proceedings	13
Item 4.	Mine Safety Disclosures	13
	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	14
Item 6.	Selected Financial Data	14
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 7a.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 8.	Financial Statements and Supplementary Data	F-1
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	17
Item 9a.	Controls and Procedures	17
Item 9b.	Other Information	18
	PART III
Item 10.	Directors and Executive Officers of the Registrant	18
Item 11.	Executive Compensation	21
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	21
Item 13.	Certain Relationships and Related Transactions and Director Independence	23
Item 14.	Principal Accountant Fees and Services	24
	PART IV
Item 15.	Exhibits	25
Signatures		26

2

UPAY, Inc.

Form 10-K

In this report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

As used in this report and unless otherwise indicated, the terms “we”, “us”, UPAY, “Company”, and “us” refer to UPAY, Inc.

PART 1

ITEM 1. BUSINESS

Organization

We were incorporated in the state of Nevada on July 8, 2015. On November 4, 2015, we conducted the Share Exchange with Rent Pay, which became our wholly owned subsidiary

Industry Background

United States

Americans borrowed nearly $29 billion from payday lenders in 2017, paying $5 billion in fees, according to estimates by John Hecht, an analyst at the financial services firm Jefferies - www.jefferies.com

South Africa

As of December 31, 2020, the industry data for the year, ending December 31, 2019 estimates the unsecured credit and short-term credit market in South Africa, to be around US$ 5.35billion (conversion rate as of December 31, 2020) (78.6-billion-rands in South Africa) for that year https://www.ncr.org.za/documents/CCMR/CCMR%202020Q4.pdf

Our Mission

Our mission is to provide loan administration software to credit providers, retail stores, provisional service industry (doctors, lawyers, accountants) with a high-quality credit management software systems and customer support that will enable such industries to effectively operate and manage their business and credit risk in compliance with applicable US federal and state laws and the National Credit Act in South Africa.

Recent Developments

(a) On 1 March 2023 we appointed Randall F. Greene as our director and Chief Operations Officer.

(b)

Completed the development of our standalone funeral cover software program The standalone funeral cover software program will be launched in July 2023 and will enable us to sell funeral cover products directly to the public in South Africa, through our existing Juristic Representative agreement in place. Funeral cover is an insurance product that insures a person’s life, in order for his family who are the beneficiaries of the insurance product, to be able to cover the expenses associated with the funeral.

(c)

On May 21, 2024, , Huntpal LLC became a wholly owned subsidiary of UPAY Inc. Huntpal is registered as a seller of travel  in Florida. Huntpal will partner with established outfitters and hunting destinations in South Africa and market hunting trips to South Africa for US hunters desiring to hunt in South Africa.

3

Products and Services

South African Business Operation:

Our South African subsidiary, Rent Pay (Pty) Ltd, currently provides a web-based client and loan administration software platform, the Automated Credit Provider Administration System, to registered lenders in South Africa, which we market under the name “ACPAS”.

Our customer base consists of customers with physical branch outlets as well as online customers with lending websites. ACPAS was designed to bridge the gap between traditional standalone administration platforms, payment gateways, credit bureaus and other third-party service providers through this fully automated software platform.

We provide a cloud-based loan origination software system that is compliant with all applicable legislation and enables our customers to grant loans, sell products, pay bills or pay monthly subscriptions on terms, all within our software system. Our software platform features integrated third-party service providers are, for example, registered payment gateways, credit bureaus, two-way texting, credit protection insurance and decision-making platforms. We also develop tailor-made web sites for our customers that is fully integrated with our ACPAS system. Our system also includes basic accounting and bookkeeping functionality.

In an effort to reduce the cost of our US operations, in November 2021, we decided to close the sales office in Grapevine Texas and to only keep the registered Dallas office at this point in time. As of February 2022, we no longer pursue US sales and operations because of: (a) the resignation of our previous Chief Executive Officer, Wouter Fouche, in February 2022 who was to direct our planned US operations and the need to appoint new staff; (b) need to raise adequate funding to pursue and complete a successful US rollout; and (c) our current staff resources are restrained and the time difference between the US and South Africa and the location of all our staff resources in South Africa and the lingering effects of Covid presents difficulties. We will focus most of our sales effort in Southern Africa, first to expand in Southern Africa. We are currently also looking at potential expansion opportunities in the US since our appointment of Randall Greene as our Chief Operating Officer/Director.

Products in South Africa

1. Loan Origination System

ACPAS – Automated Credit Provider Administration System. This is our management software system that we lease on a monthly basis to our customers that they use to manage their businesses, clients and processes.

2. Theme Studio - Business Online

Customized websites that we develop for our customers that are fully integrated with our ACPAS system to provide our customers with a public platform to interact and transact with their clients daily.

3. Credit Inquiries

We are a reseller of credit bureau products. We provide our customers with a base within the ACPAS software system to conduct consumer credit inquiries to make informed credit decisions about whether or not to grant credit to an applicant. We buy these credit inquiries in bulk from the credit bureau and resell the transactions to our customers at a markup price.

4. Credit Protection and Life Insurance

We act as an agent for a registered insurance company and provide our customers with functionality within the ACPAS software system that enables our customers to sell credit protection insurance or life insurance products to consumers when securing credit. We receive monthly commission on all insurance sales generated through our system on a referral basis.

4

5. Debit order transaction fees

In South Africa, we are a registered Third-Party Payment Provider (TPPP) and charge a fee for debit order transactions that we facilitate between parties. This is a percentage-based fee that we charge for every installment due for repayment, that we successfully collect by debit order from the bank account of consumers for their benefit.

6. Development Service Fee & Staff Services

We offer custom software development and general administration staff services to customers for development or administration services to be offered on a monthly basis.

US Operational Cost/Restructuring:

In order to reduce the cost of our US operations, we decided to close the sales office in Grapevine Texas and to only keep the registered Dallas office at this point in time. We will focus our efforts in supporting Huntpal LLC to grow in the US, especially through our wholly owned subsidiary, Huntpal LLC. We will keep our office in Texas  and we will  continue to focus on our African expansion. .

Planned Business Operations in Africa

Revenue

Description	South Africa Revenue Segment
ACPAS - Monthly License Fee	$	43.23
ACPAS Installation and Setup fee (One-time charge)	$	79.80
Transaction Fee (Ave CTC /CTM per successful transaction)		2.8	%
Ave volume of transactions/per month/per branch		500
Commission on insurance		Variable

(A transaction is defined as: a successful debit order collection through our debit order platform)

We will also provide custom website development services on a per quote basis.

Sales and Marketing Strategy South Africa

We provide a cloud-based loan origination software platform that enables businesses to grant loans, sell products, pay bills and monthly subscription on terms. Our marketing activities to date in South Africa have primarily consisted of contacting potential sales leads and making presentations and attending a yearly conference that we do with Micro Finance South Africa. We also run monthly Google ads and Facebook marketing campaigns, through external marketing companies.

Since August 2017, we have regularly posted videos and digital media files each month to continuously attract viewers and continue to do so.

Social Media & Applications

We will use social media and apps to connect with leads and our customers on a more personal level. We currently make use of two marketing companies to promote our brand on social media platforms in South Africa and plan to do the same in the US.

5

Blog Posts

Create and maintain interesting blog posts to attract leads.

Webinars

We will attract potential customers by hosting webinars on interesting industry topics and by engaging with customers and potential customers face to face, by sharing quality information and having discussions on relevant industry matters.

Email Campaigns & Newsletters

We will signup customers and leads interested in our product through value added newsletters and email campaigns.

Events

We will arrange in-person marketing events together with industry leaders and opinion makers that will ensure personal interaction opportunities with potential clients that could result in a high conversion rate and quality leads on. During 2017, 2018, and 2019, 2020, 2021,2022,2023, and 2024 we attended conferences and engaged with industry leaders.

Seasonality

We do not have a seasonal business cycle in South Africa.

Raw Materials

We do not use raw materials in our business.

Target Market

Our target market consists of:

 Online lenders;

 Storefronts lenders;

 Retail establishments

 Lawyers, doctors, accountants; and

 Athletic or other clubs that charge monthly fees

Reliance Upon One or a Few Customers

During our Fiscal Year 2024, 4 customers accounted for 67.63% of our revenues business in South Africa, as follows:

6

Customer % Mar 2023 – Feb 2024

Customer	Percentage
Customer 1		29.43	%
Customer 2		19.53	%
Customer 3		11.40	%
Customer 4		7.27	%

Employees

We have 16 full-time employees: (a) our CEO/CFO, Jacob C Fölscher; (b) 1 operations manager; (c) 1 financial director; (d) 1 scientific programmer; (e) 4 systems engineers;  (f) 2 accounting/bookkeeping persons; (g) , 2 assistants, and (h) 4 Software developers. Our scientific programmer and system engineers and 3 Software developers will continue to provide support and technical assistance and modifications to our current ACPAS system and support development of future products and our current software. Most of our employees are located at our South African office working directly for the South Africa office.

To be Hired Employees

Contingent upon our revenues and adequate financing, we plan to hire 2 additional developers 4 sales representatives, 4 technical support staff members, 2 training consultants and 1 national sales manager.

Geographic Territory

Our products and services have been offered since June 2008 in all South Africa provinces and will continue to be so offered.

Competition

Our primary competitors in South Africa are

 Compuloan

 Delter

 Mycomax

Each of the above competitors sell credit related software that is sold to lenders.

Competitive Advantages

 We are a Cloud based system and there is no need for physical installation;

 For the past 12 years we have designed a software system that incorporates regulatory guidelines, affordability guidelines on an ongoing basis in South Africa, which we can adapt to a US software credit system;

 South Africa has a non-paying culture as evidenced by market data.

7

Competitive Disadvantages

 Our competitors in South Africa, including those mentioned above, have greater operational, financial and personnel resources than we do;

 We don’t have any operations in the US;

 We will have substantial development of our business and software program to adopt to the various states; and

 We have not tested our marketing or our product in the US.

Government Regulation

Our customers’ products and services are subject to extensive US local, state and federal regulation and South African regulations. The regulation of the loan products and services industry is intended primarily for the protection of consumers and is constantly in flux as new regulations are introduced and existing regulations are repealed, amended, and modified.

South Africa Credit Regulations (The National Credit Act)

The National Credit Act (“NCA”) regulates the South Africa credit industry and was designed to protect consumer in the credit market and make credit and banking services more accessible. The Purpose of the NCA Act is to: promote a fair and non-discriminatory marketplace for access to consumer credit; regulate consumer credit and improve standards of Consumer information; prohibit certain unfair credit and credit marketing practices; promote responsible credit granting and use; prohibit reckless credit granting; provide for debt re-organization in case of over-indebtedness; to regulate credit information; and establish recourse for unfair credit practices. The NCA does this by simplifying and standardizing credit agreements and information disclosure; providing for the use of simple language that is easy to understand for comparing credit agreements from different credit providers; ensures all credit products are handled in the same way by credit providers; assisting over-indebted Consumers to restructure their debt with the help of a Debt Counselor (DC) and encourage responsible lending; regulates credit bureaus in terms of their Consumer information and records; establishing the National Credit Regulator (NCR) to regulate the entire credit market; and establishing the National Consumer Tribunal (CT) to adjudicate on Consumer complaints and disputes with credit providers, contraventions of The Act and decisions of the Regulator.

The NCA affects anyone dealing with the credit industry such as credit grantors, credit grantees and intermediaries. The NCA defines a “credit agreement” broadly as any installment purchase agreement of goods or services, as well as the extension of credit in the form of money i.e. home loans, personal loans, credit cards, store cards and short-term loans. Therefore, a credit agreement applies to any party involved in the credit agreement which is classified into three categories namely incidental credit agreements; intermediate agreements; and large credit agreements.

Credit Providers include banks, micro lenders, retailers such as furniture and clothing stores, all businesses, companies, close corporations, partnerships and individuals who do business on credit, provide loans or charge interest on overdue accounts. Consumers Include natural person, companies, close corporations, trusts (with more than three individual trustees), partnerships and an association of persons whose asset value or annual turnover, together with the combined asset value or annual turnover of all related juristic persons, at the time the agreement is made, equals or exceeds the threshold value of 1 million rands.

8

The NCA lists a number of consumer rights, which are protected by the Act. A party who breaches Consumer rights protected by the NCA commits an offence in terms of credit law, which enables Consumer recourse through the established dispute channels. The following are Consumer rights protected in the NCA:

 To apply for credit

 To be protected against discrimination in the granting of credit

 To be informed why credit has not been granted, should you ask

 To receive a free copy of your credit agreement

 To receive a credit agreement in plain and simple language

 To have your personal and financial information treated confidential

 To understand all fees, costs, interest rates, the total installment and any other details

 To say no to increases on your credit limit

 To decide whether or not you want to be informed about products or services via telephone, SMS, mail or e-mail campaigns

 To apply for debt counseling should you be overwhelmed by debt

The key points of the NCA are:

1. Marketing

The NCA restricts and prohibits certain practices of loan canvassing such as door to door selling, uninvited canvassing at workplaces or homes. The NCA also increased control over marketing practices and advertisements such as automatic credit limit increases and negative option marketing i.e. if you do not decline, we will assume you agree. In addition, the National Credit Act provides for clear and understandable marketing communication. Consumers must receive a detailed written quote, which is valid for 5 business days, to enable quote comparisons from different credit providers.

2. Capped Interest Rates and Other Fees and Charges

The NCA effectively caps the interest rates, fees and other charges, which credit providers, can charge, depending on the type of credit and when the credit was granted. The maximum interest rate, in most cases, is based on a formula, which is dependent on the SA Reserve Bank Repurchase (Repo) rate at the time that the credit was granted. Essentially, there are seven rate categories namely mortgage agreements; credit cards/facilities; unsecured credit transactions; short-term credit transactions; developmental credit agreements; other credit agreements and incidental credit agreements. The NCA places a cap on the maximum amount that a credit provider can charge for other fees such as initiation fees, monthly service, and default and collection costs. While a loan protection policy is permitted, the charges must “be reasonable” and the Consumer may use/cede an existing insurance cover.

3. Loan Application

The NCA requires credit providers to supply simple contracts that are easy to understand, in official languages and the Consumer must receive a free copy. Consumers are also entitled to a reason, on request, when the credit provider denies credit. The NCA requires credit providers to do due diligence to ensure the Consumer can afford the loan and all loans must be recorded on a register to prevent Consumers becoming over-indebted.

9

4. Reckless Lending

Credit providers are in contravention of the NCA and may be judged guilty of reckless lending if the Consumers ability to afford loan repayments is not assessed before granting credit. Credit providers may be subject to severe penalties and may even forfeit their right to recover the debt if they are judged guilty of reckless lending. However, Consumers who failed to fill in the loan application fully and honestly are not protected by the NCA.

5. Debt Counselor & Counseling

The NCA gives Consumers the right to apply for financial management and debt counseling assistance if he or she is unable to pay their debts. The Debt Counselor (DC) is registered by the NCR after successful course and exam completion. Debt counselors will help over-indebted Consumers restructure/rearrange their debt repayments, this process can be voluntary or made an order of the court.

All DCs must be registered with the National Credit Regulator and fees are prescribed in terms of the NCA. Consumers must understand and accept the process, charges and payments before undergoing debt counseling. Once the Consumer has signed for debt counseling, the credit bureau is notified, and the Consumer will be unable to obtain further credit for the duration of debt counseling until the process is finalized/withdrawn.

6. Credit Bureau

The NCA requires all credit bureau to be registered with and submit reports to the National Credit Regulator. Credit bureau are required to ensure data is accurate at all times and that inaccurate information is immediately removed without cost to the Consumer after the Consumer has lodged a complaint. The NCA regulations stipulate how Credit bureau information is obtained, used, and for how long it should remain on a Consumer’s profile.

In addition, Consumers are eligible for one free credit report from each credit bureau each year to effectively manage their credit profiles.

7. The National Credit Regulator and the Consumer Tribunal

The NCA established the NCR to regulate the credit industry and ensure that credit providers comply with the NCA. In addition, the NCR is responsible for investigating and evaluating Consumer complaints about alleged contraventions of the NCA by credit providers. All credit providers, credit bureau and debt counselors must register and report to the NCR.

In addition to the NCR, the NCA established the Consumer Tribunal with equal status to a court of law to hear and adjudicate on: applications made in terms of the NCA by consumers; credit providers and credit bureau; debt counselors and the NCR including applications for interim relief and a review of the NCR’s decisions; matters referred to by the NCR or complaints related to allegations of prohibited

Research and Development

Since our inception, we have had no research and development expenses.

Patents and Intellectual Property/Trademarks/Licenses/Franchises

We do not currently own any patents and have no intention of applying for patents. We rely upon our trade secrets for our technology. We currently have no trademarks. We are not a party to any license, royalty or franchise agreements.

10

Material Agreements

Verbal Agreement with Wouter Fouche

We had a verbal agreement with our previous Chief Executive Officer, Wouter Fouche, to pay him a monthly salary of $9,500 for our fiscal year 2022 based upon available funds.

However, Wouter Fouche resigned from all positions on February 3, 2022, including from all positions at any subsidiaries or affiliates, pursuant to a February 3, 2022, Share Purchase and Separation Agreement (the “Agreement”). In the Agreement, Wouter Fouche sold 7,125,000 of his 9,125,000 shares and three million seven hundred thousand (3,700,000) of MiWay Finance shares to us that were owned by Wouter Fouche for $240,000, which we have agreed to pay with a $150,000 cash payment within 10 days of the Effective Date and $10,000 per month for 9 consecutive months commencing April 1, 2022; Wouter Fouche retained an amount of 2,00,000 UPAY, Inc. shares pursuant to the Agreement. The 2,00,0000 of our shares are locked up for a period of eighteen (18) months from the closing date of the agreement and thereafter no more than five thousand (5,000) of the Retained Shares may be sold per month. The Agreement also provides for non-circumvention, non-derogation, non-solicitation provisions and Mr. Fouche will never solicit any of our employees, customers or vendors for any other business, work or project of any kind and shall take no action to interfere with, disrupt or harm our business in any manner. Further, Wouter Fouche will keep confidential, any and all information in his knowledge or possession about us or our business, finances or operations, our employees, officers, directors or agents. Wouter Fouche’s resignation was not in connection with any disagreement with our management regarding us, our operations, policies or practices. On September 1, 2023, we  amended the Share Purchase and Separation Agreement. . The original amount of $240,000 payable, which was to be paid as $150,000 within 10 days of the Effective Date and $10,000 per month for 9 consecutive months, was reduced to $170,000, payable as $150,000 initially and $10,000 per month for 2 consecutive months. Additionally, the addendum stipulated that the remaining 2,035,000 UPAY shares held by Wouter Fouche and his wife, Desiree Fouche, would be repurchased by the Company for an additional $23,500. This transaction was executed, and consequently, Wouter Fouche and his wife are no longer shareholders of the Company.

Verbal Agreement with Jacob C Fölscher

We had verbal agreement with our Chief Financial Officer, Jacob C. Fölscher, to pay him a monthly salary of $9,500 for our fiscal year 2021 based upon available funds. There will also be a 13th check as an annual bonus of $9,500 per year. Additionally, we verbally agreed to pay Jacob C. Fölscher a $10,000 relocation expense for relocating to the US, if applicable. The monthly salary and $10,000 relocation expense are the sole terms of this verbal agreement. In addition, following the resignation of our former CEO Mr. Fouche, Mr. Fölscher has also taken up the role of CEO and Mr. Fölscher currently also serves as our CEO.

Share Exchange Agreement with Rent Pay (Pty) Ltd

On November 4, 2015, we completed a Share Exchange Agreement with Rent Pay (Pty), Ltd (“Rent Pay”), a South African company, and Rent Pay’s shareholders, which are South Africa Trusts controlled by our officers. In the Share Exchange, we exchanged 200,000 shares of our common stock for all of Rent Pay’s outstanding shares (1,000 shares), 500 of which were in the name of the Loantech Trust, a trust controlled by our then officer, Wouter Fouche, and 500 shares in the name of Fölscher Family Trust, a trust controlled by our other officer, Jacob Fölscher. As a result of the share exchange, Rent Pay become our wholly owned subsidiary of UPAY

Consulting Agreement with Ferdinand Labuschagne

We have a June 3, 2016 consulting agreement with Ferdinand Labuschagne to perform business advisory services in return for 300,000 restricted common stock shares that were issued and two million cashless warrants exercisable at $3.50 with an exercise period of 2 years following the effectiveness notice from the SEC, at which time the warrants will be issued. The exercise period has since expired on December 6, 2020. The 300,000 shares are subject to a Dribble Out Agreement providing that Ferdinand Labuschagne agrees not to sell during each quarter after the lock up period more than 10% of its shares then held and not more than 1,500 shares per day. The shares and the warrants are locked up for a period of 2 years following the date when the Company’s shares are publicly traded. As disclosed, Ferdinand Labuschagne is Wouter A. Fouche’s brother-in-law, and the consulting agreement is a related party transaction.

Software Services Agreement with Fourier Systems (Pty) Ltd

We have a January 18, 2016 Software Services Agreement with Fourier Systems (Pty) Ltd (“Fourier”), a software services company located and registered in South Africa. The  agreement provides that, Fourier agrees to provide services to develop the software for a US Loan Administration System and a Payment Gateway System in return for 1,800,000 restricted common stock shares of UPAY, 1,000,000 shares of which will be recorded in book entry at our transfer agent within 10 days of the development completion of all functionality of the Loan Administration System and 800,000 shares of which will be recorded in book entry at our transfer agent within 10 days of the development completion of the our Payment Gateway. The relationship between us  and Fourier has since come to an end and no development on the project was performed by Fourier, rendering the agreement cancelled.

11

Website/Software Services Agreement with Twin Harbor Web Solutions, Inc.

We have a January 1, 2016 Website/Software Services Agreement with Twin Harbor Web Solutions, Inc. (“Twin Harbor) providing that Twin Harbor will provide software and website development services involving website design and basic website setup for our ACPAS system. The agreement provides that we will pay Twin Harbor: (a) $35 per month to be billed annually for website hosting; (b) $750 for website setup; (c) an initial $2,000 payment to build the master website and the plug in with all of our web services; and (d) upon completion of the master website with all plugins, we will issue 30,000 restricted common stock shares of UPAY to Twin Harbor. .

Asset Purchase Agreement with Twin Harbor Web Solutions, Inc

We have an April 16, 2018 Asset Purchase Agreement with Twin Harbor, where we acquired the software known as “Theme Studio” from Twin Harbor  in exchange for 2,000,000 restricted common stock shares of UPAY. The acquired software includes a customizable client loan or product website with templates that include a client and document management platform as well as an electronic document signature solution. This means that we now own all right, title and deed to the “Theme Studio “software and can further develop the platform.

Software Acquisition Agreement with Finbond Mutual Bank

We have a January 9, 2019 Software Acquisition Agreement with Finbond Mutual Bank, where Finbond will acquire a copy of the current UPAY software, for $240,279. Our subsidiary, Rent Pay (Pty) Ltd, will then further develop and customize the software at an agreed development rate per hour. Upon successful completion of the further development, Finbond will use the software in their South African operations. Finbond paid a deposit to initiate the project of $141, 341.

Agreements with James Byrd

We have a February 5, 2021 share purchase and services agreement with James S Byrd, PA (Consultant), where the company appointed the Consultant, for a period of 18 months from the date of the agreement, to provide legal, business, strategic and other consulting services to Company to assist the Company, by providing the names of possible financing capital sources for the Company’s growth and expansion plans, assist and advise on any potential up-listing, merger or acquisition that the company may pursue in future and assist in the preparation of documents pertaining thereto. The consultant will also assist the Company in developing corporate governance practices and strategies and assist with the preparation of documents to affect corporate governance measures, including those that will be consistent with an up-listing and review, edit, and comment on Regulation A offering document and amendments prepared by the Company’s securities counsel and provide advice on US distribution agreements for the Company’s products and refer possible US distributors for its products in the US.

In consideration and exchange for the Consultant’s services and a cash investment of $30,000 by the Consultant in UPAY, the Company agreed to issue (1,000,000 shares of common stock in the Company to the Consultant, effective upon execution of the agreement.

We also had an October 11, 2021 Director Agreement with James S Byrd, for a period of 12 months, through October 11, 2022, to serve as director on the Company’s Board of Directors. Mr. Byrd is to perform such duties and responsibilities as are customarily related to such position in accordance with Company’s bylaws, Code of Ethics, and applicable law, including, but not limited to, assisting the Company in the following: (a) obtaining DTC eligibility for the Company’s common stock; (b) assisting in the Company’s Regulation A filing; (c) advise the Company on its public company and business needs. Jim  Byrd was paid $5000 per month for his services.

12

On November 2, 2022, we decided not to renew the James Byrd Director Agreement for an additional 12 months of Board Service, which decision was not in connection with any disagreement with our management regarding us, our operations, policies or practices.

We have a September 1, 2022 Director Agreement with Pieter A Swanepoel, for a period of 12 months, through August 31, 2023, to serve as our director . Mr. Swanepoel is to perform such duties and responsibilities as are customarily related to such position in accordance with Company’s bylaws, Code of Ethics, and applicable law, including, but not limited to, assisting the Company in the following: (a) assisting the Company with its cash flow planning and forecasts for budget and financial planning purposes; (b) assisting in the Company with preparing financial information ; (c) advise the Company on group structuring and business and financial needs (collectively, the “Services”). This agreement has since been extended for another 12 month period.

Mr. Swanepoel will be paid 100,000  restricted common shares of the Company over a 12-month period for his services.

We have a March 1, 2023 Director Agreement with Randall F Greene for a period of 12 months through February 29, 2024 to serve as our director.   We also have a March 1, 2023 Officer Agreement with Randall F Greene to serve as our Chief Operations Officer (“COO”).   Pursuant to these agreements, Randall Greene is to perform such duties and responsibilities as are customarily related to those  positions,  including, but not limited to, assisting us  in the following: a) identifying and assessing potential acquisitions ; (b) assisting in as Regulation A filing if pursued; (c) advise and assist us  on  public company and business strategy; (d) represent us as our COO, including to establish its business presence in the US, (e) assist us in opening  US bank accounts,  (f) establish business relationships with service providers and establish other business relationships,  Randall Greene will be paid 100,000  shares for his Director Agreement for the 12 month period and 700,000 shares in return for his COO services.

ITEM 1A. RISK FACTORS

As a “Smaller Reporting Company”, we are not required to provide this information.

ITEM 1B. UNRESOLVED STAFF COMMENTS

As a “Smaller Reporting Company”, we are not required to provide this information.

ITEM 2. PROPERTIES

We pay monthly rent of $59.00 per month for our Texas office. Our office is adequate for our current needs. Our lease is on a month-to-month basis.

Rent Pay’s offices are located at Centurion, South Africa and comprised of 2905 square feet. The South Africa offices are composed of reception area, two boardrooms, one sales and, support floor, an administration office and 3 separate offices for management and three toilets. There is also a fully fitted kitchen and entertainment area. Rent Pay pays monthly rent of $2,110 and its lease expires on 31 January 2025. The total office space currently is 2905 square feet as of 1 February 2021.

ITEM 3. LEGAL PROCEEDINGS

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting us, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

13

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Effective as of June 7, 2021, we became quoted on the OTCQB under the symbol, “UPYY”.

Common Stock

As of March 31, 2024, our common stock was held by 53 stockholders of record and we had 15,708,544 shares of common stock issued and outstanding.

Dividend Policy

We have never declared or paid any cash dividends on our common stock. We do not anticipate paying any cash dividends to stockholders in the foreseeable future. In addition, any future determination to pay cash dividends will be at the discretion of the board of directors and will be dependent upon our financial condition, results of operations, capital requirements, and such other factors as the Board of Directors deem relevant. There are no restrictions in our articles of incorporation or bylaws that restrict us from declaring dividends.

ITEM 6. SELECTED FINANCIAL DATA

We are a smaller reporting company as defined by Rule 229.10(f) (1) and are not required to provide the information required by this Item.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. 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 and may include:

· projections about accounting and finances;

· plans and objectives for the future;

· projections or estimates about assumptions relating to our performance; or

· our opinions, views or beliefs about the effects of current or future events, circumstances or performance.

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.

14

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 capital expenditures;

· Operational inefficiencies;

· Increased competitive pressures from existing competitors and new entrants;

You should view these statements with caution. These statements are no guarantees of future performance, circumstances or events. They are based on facts and circumstances known to us as of the date the statements are made. All aspects of our business are subject to uncertainties, risks and other influences, many of which we do not control. Any of these factors, either alone or taken together, could have a material adverse effect on us and could change whether any forward-looking statement ultimately turns out to be true. Additionally, we assume no obligation to update any forward-looking statement as a result of future events, circumstances or developments. The following discussion should be read together with the Consolidated Financial Statements and the notes thereto. Outlined below are some of the risks that we believe could affect our business and financial statements for 2020 and beyond and that could cause actual results to be materially different from those that may be set forth in forward-looking statements that we make.

GENERAL

Recent Developments

Overview

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Inflation

The amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.

15

Critical Accounting Policies and Estimates

Our significant accounting policies are more fully described in the notes to our consolidated financial statements included herein for our fiscal years ended February 28, 2023 and February 28, 2022.

Recent Accounting Pronouncements

The recent accounting pronouncements applicable to the Company are more fully described in the notes to our consolidated financial statements included herein for our fiscal years ended February 28, 2023 and February 28, 2022.

Management does not believe that any other recently issued, but not effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements.

COMPARATIVE RESULTS FOR FISCAL YEARS 2023 AND 2024

Results of Operations:  For the year ended February 28, 2024 and February 28, 2023

Liquidity and Capital Resources

Revenues

Our revenues for the years ended February 28, 2024 and February 29, 2023 were $1,394,408  and $1,359,991, respectively, reflecting increased revenues of $34+,417, which  increased revenues are primarily attributable to an increase in transactional revenue in our South African operations,

Net Profit/Net Loss

We had a net loss of $736,191 for the year ended February 28, 2024 and  $135,487 for the year February 29, 2023, respectively,  reflecting an increased net loss of $600,704, which increased net loss is primarily attributable to an increase in general and administration expenses. We had a working capital deficit of ($229,865) at February 28, 2024 and ($387,233) February 29, 2023, respectively. The ($229,865) of working capital deficit  in fiscal year 2024 is primarily attributable to increased operating expenses.

Operating Expenses

We incurred total expenses of $1,416,478 and $874,362 for the years ended February 28, 2024 and February 29, 2023, respectively, reflecting an increase in total expenses of $542,116 from 2023 fiscal year the 2024 fiscal year, which increase  is primarily attributable to an increase in common stock issued for services.

Our net cash used in operating activities was ($145,611) and ($361,066) for the years  ended February 28, 2024 and February 29, 2023, respectively,  representing decreased net cash flows used in operating activities of $215,455.

Our net cash provided by investing activities were ($23,268) and ($7,177) for the years ended February 28, 2024 and February 29, 2023, respectively, reflecting a  $16,091 increase in net cash used in investing activities.

Our net cash provided by financing activities was $185,488 and $29,592 for the fiscal years ended February 28, 2024 and February 29, 20232, respectively, representing a $155,896 increase  from fiscal year 2023 to fiscal year 2024.

We estimate that we will have operating costs of $1,062,350__ from 1 June, 2024 to the remainder of fiscal year 2024 assuming we receive sufficient funding.

Going forward, our monthly estimated cash needs of $118,038over the next 12 months from June 2024 to June 2025 including the following estimated expenditures:

Description	$ Amount
Rent $	$	2200
Phone $	$	500
IT $	$	1000
Legal fees $	$	3000
Salaries $	$	27,200
SEC reporting $	$	5000

These estimated expenditures are based upon current expenses and anticipated increases and growth.

We plan on meeting our cash needs over the next 12 months, including our SEC reporting costs, through our current cash position of $110,270 as of 5/31/2024 and our existing business in South Africa although we cannot provide any assurances whatsoever that we will generate sufficient revenues to meet these cash needs.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company, as defined by Rule 229.10(f) (1) and are not required to provide the information required by this Item.

16

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

UPAY, Inc.

Consolidated Financial Statements

Table of Contents	Index
Report of Independent Registered Public Accounting Firm (PCAOB ID:2738)	F-2
Consolidated Balance Sheets	F-4
Consolidated Statements of Operations and Comprehensive Income (Loss)	F-5
Consolidated Statements of Stockholders’ Deficit and Accumulated Other Comprehensive Loss	F-6
Consolidated Statements of Cash Flows	F-7
Notes to the Consolidated Financial Statements	F-8

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of UPAY, Inc. and Subsidiaries

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of UPAY, Inc. and Subsidiaries (the Company) as of February 29, 2024 and February 28, 2023, and the related consolidated statements of operations and comprehensive income (loss), stockholders’ deficit and accumulated other comprehensive loss, and cash flows for each of the years in the two-year period ended February 29, 2024 and the related notes (collectively referred to as the "financial statements"). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of February 29, 2024 and February 28, 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended February 29, 2024, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company suffered a net loss from operations and has insufficient revenues and income to fully fund the operations, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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

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

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

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audits of the consolidated financial statements that were communicated, or required to be communicated, to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

F-2

Revenue Recognition

As discussed in Note 2 to the consolidated financial statements, the Company recognizes revenue upon the completion of project, successful importation of data, and by monthly invoice of fees owed of the financial transactional services provided in an amount that reflects the consideration the Company expects to receive in exchange for the products and services.

Auditing management’s evaluation of agreements with customers involves significant judgement, given the fact that some agreements require managements evaluation and allocation of the transaction price and transfer of goods to the customer.

To evaluate the appropriateness and accuracy of the assessment by management, we evaluated management’s assessment in relationship to the relevant agreements and management’s disclosure in the consolidated financial statements.

/s/M&K CPAS, PLLC

We have served as the Company’s auditor since 2018

The Woodlands, Texas

June 11, 2024

PCAOB ID #2738

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

F-3

UPAY, INC.

Consolidated Balance Sheets

(Expressed in U.S. dollars)

	February 29, 2024			February 28, 2023
ASSETS
Current Assets
Cash and cash equivalents	$	642,846		$	662,991
Accounts receivable, net of allowance		73,395			68,447
Prepaid expenses and other current assets		2,884			1,564
Total Current Assets		719,125			733,002
Property and Equipment, Net (Note 4)		22,638			17,061
Right-of-use Assets, Net (Note 5)		18,169			39,905
Deposit (Note 12)		10,408			43,289
Total Assets	$	770,340		$	833,257
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	572,904		$	760,613
Due to related parties (Note 6)		54,774			29,580
Taxes payable		–			4,766
Current portion of lease liabilities (Note 8)		18,169			22,133
Current portion of notes payable (Note 7)		52,143			52,143
Notes payable – Related parties (Note 6)		251,000			251,000
Total Current Liabilities		948,990			1,120,235
Non-Current Liabilities
Lease Liabilities (Note 8)		–			18,892
Notes Payable (Note 7)		76,157			76,157
Total Liabilities		1,025,147			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; 15,708,544 shares and 17,190,211 shares issued and outstanding, respectively		15,708			17,190
Common Stock Issuable		313,331			13,334
Additional Paid-in Capital		1,116,590			535,275
Accumulated Deficit		(1,623,189	)		(886,998	)
Accumulated Other Comprehensive Loss		(77,247	)		(60,828	)
Total Stockholders’ Deficit		(254,807	)		(382,027	)
Total Liabilities and Stockholders’ Deficit	$	770,340		$	833,257

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

F-4

UPAY, Inc.

Consolidated Statements of Operations and Comprehensive Income (Loss)

(Expressed in U.S. dollars)

	Year			Year
	Ended			Ended
	February 29,			February 28,
	2024			2023
Revenue	$	1,394,408		$	1,359,991
Cost of Revenue		(659,788	)		(574,870	)
Gross Profit		734,620			785,121
Expenses
Amortization of right-of-use assets (Note 5)		880			8,342
Depreciation (Note 4)		17,608			46,194
General and administrative		1,397,990			819,826
Total Expenses		1,416,478			874,362
Loss Before Other Income (Expenses) and Income Taxes		(681,858	)		(89,241	)
Other Income (Expenses)
Interest income		11,816			4,185
Interest expense		(33,430	)		(32,870	)
Gain on settlement of lease (Note 8)		1,042			273
Gain on disposal of equipment		620			17
Loss Before Income Taxes		(701,810	)		(117,636	)
Provision for income taxes		(34,381	)		(17,851	)
Net Loss		(736,191	)		(135,487	)
Other Comprehensive Income (Loss)
Foreign currency translation adjustments		(16,419	)		(21,190	)
Comprehensive Loss	$	(752,610	)	$	(156,677	)
Net Loss Per Share – Basic and Diluted	$	(0.04	)	$	(0.01	)
Weighted-average Common Shares Outstanding – Basic and Diluted		16,842,672			17,160,531

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

F-5

UPAY, Inc.

Consolidated Statement of Stockholders’ Deficit and Accumulated Other Comprehensive Loss

(Expressed in U.S. dollars)

																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	)
Common stock issued for services		33,333			33			26,633						–			–			26,666
Common stock issuable for services		–			–			–			13,334			–			–			13,334
Settlement of related party note payable		–			–			11,747			–			–			–			11,747
Net loss		–			–			–			–			(135,487	)		–			(135,487	)
Foreign currency translation adjustments		–			–			–			–			–			(21,190	)		(21,190	)
Balance – February 28, 2023		17,190,211		$	17,190		$	535,275		$	13,334		$	(886,998	)	$	(60,828	)	$	(382,027	)
Cancellation of common stock		(2,035,000	)		(2,035	)		(21,465	)		–			–			–			(23,500	)
Common stock issuable for services		–			–			–			423,330			–			–			423,330
Common stock issued for cash		420,000			420			209,580			–			–			–			210,000
Common stock issued for services		133,333			133			123,200			(123,333	)		–			–			–
Stock-based compensation		–			–			200,000			–			–			–			200,000
Forgiveness of amount owing for repurchase of common stock		–			–			70,000			–			–			–			70,000
Net loss		–			–			–			–			(736,191	)		–			(736,191	)
Foreign currency translation adjustments		–			–			–			–			–			(16,419	)		(16,419	)
Balance – February 29, 2024		15,708,544			15,708			1,116,590			313,331			(1,623,189	)		(77,247	)		(254,807	)

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

F-6

UPAY, Inc.

Consolidated Statements of Cash Flows

(Expressed in U.S. dollars)

	Year			Year
	Ended			Ended
	February 29,			February 28,
	2024			2023
Cash Flows from Operating Activities
Net Loss	$	(736,191	)	$	(135,487	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Amortization of right-of-use assets		880			8,342
Common stock issued or issuable for services		423,330			40,000
Depreciation		17,608			46,194
Gain on disposal of equipment		(620	)		(17	)
Gain on settlement of lease		(1,042	)		(273	)
Interest expense on lease liability		66			1,204
Stock-based compensation		200,000			–
Changes in operating assets and liabilities:
Accounts receivable		(6,647	)		8,335
Prepaid expenses and other current assets		(1,418	)		1,426
Deposits		32,097			–
Accounts payable and accrued liabilities		(98,868	)		(362,566	)
Accounts payable – related party		25,194			31,776
Net Cash Used in Operating Activities		(145,611	)		(361,066	)
Cash Flows from Investing Activities
Purchase of property and equipment		(24,095	)		(7,987	)
Proceeds received on disposal of property and equipment		827			810
Net Cash Used in Investing Activities		(23,268	)		(7,177	)
Cash Flows from Financing Activities
		–			–
Proceeds common stock issued or issuable for cash		210,000			–
Proceeds from notes payable to related party		4,000			40,000
Repayment of notes payable to related party		(4,000	)		–
Repurchase and cancellation of common stock		(23,500	)		–
Repayment of lease liabilities		(1,012	)		(10,408	)
Net Cash Provided by Financing Activities		185,488			29,592
Effect of Exchange Rate Changes on Cash		(36,754	)		(154,363	)
Change in Cash and Cash Equivalents		(20,145	)		(493,014	)
Cash and Cash Equivalents - Beginning of Year		662,991			1,156,005
Cash and Cash Equivalents - End of Year	$	642,846		$	662,991
Supplemental Disclosures of Cash Flow Information:
Interest paid	$	33,430		$	32,870
Income taxes paid	$	34,381		$	17,851
Non-cash Investing and Financing Activities:
Forgiveness of amount owing for repurchase of common stock	$	70,000		$	–
Return and cancellation of common stock	$	–		$	100
Settlement of related party note payable	$	–		$	11,747

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

F-7

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 48% and owns 51%, respectively. All significant intercompany transactions and accounts have been eliminated in consolidation.

b) 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.

c) 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 February 29, 2024, the Company did not have any cash held in U.S. institutions in excess of the FDIC insured limit.

d) 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 February 29, 2024, the Company has recognized an allowance for doubtful accounts of $536 (February 28, 2023 - $2,022).

F-8

e) 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 February 29, 2024, and February 28, 2023.

f) 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 February 29, 2024, and February 28, 2023.

g) 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 year ended February 29, 2024, or February 28, 2023. 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.

h) 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.

F-9

i)   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.

j) 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.

F-10

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.

k) 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.

F-11

l) 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 February 29, 2024, and February 28, 2023, the only item that represents comprehensive income (loss) was foreign currency translation.

m) 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) Income Taxes

Pursuant to ASC 740, Income Taxes, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

The Company must make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments occur in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes.

Deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax basis of assets and liabilities using the tax rates and laws in effect when the differences are expected to reverse. ASC 740 provides for the recognition of deferred tax assets if realization of such assets is more likely than not to occur. Realization of the Company’s net deferred tax assets is dependent upon our generating sufficient taxable income in future years in appropriate tax jurisdictions to realize benefit from the reversal of temporary differences and from net operating loss, or NOL, carryforwards.

o) 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 February 29, 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.

p) 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.

F-12

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.

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			February 29, 2024 Net Carrying Value		February 28, 2023 Net Carrying Value
Computer equipment	$	13,687	$	(9,501	)	$	4,186	$	4,723
Computer software		206,000		(205,675	)		325		7,445
Furniture and fixtures		9,604		(7,530	)		2,074		2,763
Motor vehicle		23,655		(8,241	)		15,414		1,133
Office equipment		4,134		(3,495	)		639		997
Total	$	257,080	$	(234,442	)	$	22,638	$	17,061

During the year ended February 29, 2024, the Company recorded depreciation expense of $17,608 (February 28, 2023 – $46,194). During the year ended February 29, 2024, the Company acquired $2,312 (February 28, 2023 – $3,788) of computer equipment, $nil (February 28, 2023 – $835) of furniture and fixtures, $nil (February 28, 2023 – $522) of office equipment, and $21,783 (February 28, 2023 – $2,842) of motor vehicles.

F-13

5. Right-Of-Use Assets, Net

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

	Cost		Accumulated Amortization			February 29, 2024 Net Carrying Value		February 28, 2023 Net Carrying Value
Right-of-use building (operating lease)	$	59,568	$	(41,399	)	$	18,169	$	37,098
Right-of-use vehicles (finance lease)		–		–			–		2,807
Total	$	59,568	$	(41,399	)	$	18,169	$	39,905

During the year ended February 29, 2024, the Company recorded rent expense of $20,000 (February 28, 2023 - $17,404) related to Company’s right-of-use building and amortization expense of $880 (February 28, 2023 - $8,342) 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, resulting in a gain on settlement of lease of $1,042.

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 February 29, 2024, the outstanding principal is $10,000 (February 28, 2023 – $10,000) and the Company has recognized accrued interest of $2,963 (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 February 29, 2024, the outstanding principal is $10,000 (February 28, 2023 – $10,000) and the Company has recognized accrued interest of $2,479 (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 February 29, 2024, the outstanding principal is $20,000 (February 28, 2023 – $20,000) and the Company has recognized accrued interest of $4,099 (February 28, 2023 – $2,093), 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 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 February 29, 2024, the outstanding principal is $26,000 (February 28, 2023 – $26,000) and the Company has recognized accrued interest of $7,487 (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 February 29, 2024, the outstanding principal is $130,000 (February 28, 2023 – $130,000) and the Company has recognized accrued interest of $26,641 (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 February 29, 2024, the outstanding principal is $15,000 (February 28, 2023 – $15,000) and the Company has recognized accrued interest of $4,319 (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 February 29, 2024, the outstanding principal is $25,000 (February 28, 2023 – $25,000) and the Company has recognized accrued interest of $4,575 (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 February 29, 2024, the outstanding principal is $15,000 (February 28, 2023 - $15,000) and the Company has recognized accrued interest of $2,211 (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 year ended February 29, 2024, the Company incurred salary expenses of $126,511 (R2,364,887) (February 28, 2023 – $120,919 (R2,014,435)) to the CEO of the Company.

k) During the year ended February 29, 2024, the Company incurred directors’ fees of $nil (February 28, 2023 – $37,000) to a Director of the Company.

l) During the year ended February 29, 2024, the Company incurred directors’ fees of $90,000 (February 28, 2023 – $40,000) to a Director of the Company pursuant to a Director Agreement (Note 11(b)).

F-14

m) During the year ended February 29, 2024, the Company incurred directors’ fees of $4,815 (R90,000) (February 28, 2023 – $37,000) to a Director of the Company.

n) During the year ended February 29, 2024, the Company incurred management fees of $433,330 (February 28, 2023 - $nil) and directors’ fees of $100,000 (February 28, 2023 – $nil) to the Chief Operating Officer (“COO”) and Director of the Company pursuant to a Director and Officer Agreement (Note 11(c)). In addition, the Company recognized $200,000 of stock-based compensation to the COO of the Company in connection with the issuance of 400,000 shares of common stock with a fair value of $400,000 for cash proceeds of $200,000.

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 February 29, 2024, the Company has recognized accrued interest of $9,452 (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 February 29, 2024, the Company has recognized accrued interest of $10,195 (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 February 29, 2024, the Company has recognized accrued interest of $6,008 (February 28, 2023 – $3,451), which is included in accounts payable and accrued liabilities.

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 $356 (R6,658) and $505 (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 year ended February 29, 2024, the Company paid a total of $1,078 (February 28, 2023 - $10,408) 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 $2,533 (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 $2,530 (R47,204) resulting in a gain on settlement of $1,042 (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 $1,177 (R22,000) for the first year, $1,259 (R23,540) in the second year, $1,347 (R25,188) in the third year, and $1,442 (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 $1,658 (R31,000) for the first year and $1,758 (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-15

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 February 29, 2024:

Years ending February 28:	Building Lease (Operating Lease)
2025	$	18,811
Net minimum lease payments		18,811
Less: amount representing interest payments		(642	)
Present value of net minimum lease payments		18,169
Less: current portion		(18,169	)
Long-term portion	$	–

9. Common Stock

Share transactions for the year ended February 28, 2023:

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.

b) On January 25, 2023, the Company issued 33,333 shares of common stock for services with a fair value of $26,666, pursuant to a Director Agreement (Note 11).

Share transactions for the year ended February 29, 2024:

a) On July 17, 2023, the Company issued 200,000 shares of common stock with a fair value of $200,000 to the COO of the Company for proceeds of $100,000, resulting in the recognition of stock-based compensation of $100,000. The Company also issued a total of 133,333 shares of common stock for services with a fair value of $123,333, pursuant to a Director Agreement (Note 11(b)) and Officer Agreement (Note 11(c)).

b) On July 17, 2023, the Company issued 20,000 shares of common stock to an arms length party for proceeds of $10,000.

c) On September 19, 2023, the Company repurchased 2,035,000 shares of common stock from the former CEO of the Company for $23,500, pursuant to the amended Share Purchase and Separation Agreement described in Note 11. In addition, the former CEO of the Company agreed to forgive $70,000 of amounts owing for the repurchase of common stock under the original Share Purchase and Separate Agreement, which has been recognized in additional paid-in capital.

d) On January 18, 2024, the Company issued 200,000 shares of common stock with a fair value of $200,000 to a company controlled by a Director of the Company for proceeds of $100,000, resulting in the recognition of stock-based compensation of $100,000.

e) During the year ended February 29, 2024, the Company accrued $163,334 of stock payable for 166,667 shares of common stock pursuant to Director Agreements (Notes 11(b) and (c)) and $149,997 of stock payable for 149,997 shares of common stock pursuant to an Officer Agreement (Note 11(c)).

10.   Concentrations

The Company’s revenues were concentrated among three customers for the year ended February 29, 2024, and four customers for year ended February 28, 2023.

Customer	Year Ended February 29, 2024
1		29%
2		20%
3		11%

F-16

Customer	Year Ended February 28, 2023
1		22	%
2		18	%
3		12	%
4		11	%

The Company’s receivables were concentrated among one customer as February 29, 2024, and three customers as at February 28, 2023:

Customer	February 29, 2024
1		65	%

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 (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 (Note 9(c)).

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 September 2023 to February 2024. As at February 29, 2024, a total of 66,667 shares (2023 – 16,667 shares) of common stock remain issuable to the director.

F-17

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. As at February 29, 2024, a total of 249,997 shares of common stock remain issuable to the director.

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 year ended February 29, 2024, R600,000 of the deposit was returned to the Company. As at February 29, 2024, the balance of the deposit was $10,408 (R200,000) (February 28, 2023 – $43,289 (R800,000). The deposit will remain for as long as the Company uses the facility.

13. Income Taxes

The potential benefit of net operating losses for the Company have not been recognized in the consolidated financial statements because the Company cannot be assured that it is more likely than not that it will utilize the net operating losses carried forward in future years. The Company did not incur any income tax expense to the Internal Revenue Services for the years ended February 29, 2024 and February 28, 2023. Rent Pay incurred an income tax expense of $nil for the year ended February 29, 2024 (February 28, 2023 – $nil). Given the short history of the Company and the uncertainty as to the likelihood of future taxable income, the Company has recorded a 100% valuation reserve against the anticipated recovery from the use of the net operating losses. The Company will evaluate the appropriateness of the valuation allowance on an annual basis and adjust the allowance as considered necessary. The Company’s US net operating loss is approximately $1,000,000 (February 28, 2023 – $865,000) at February 29, 2024, which starts to expire in 2037.

The table below reconciles the US federal income tax rate to the effective rate for the years ended February 29, 2024, and February 28, 2023.

Income Tax at Statutory Rate	(21	)%
Effect of Operating Losses	21	%
Foreign Income Tax	18	%
	18	%

A reconciliation of the Company’s effective tax rate as a percentage of income before taxes and federal statutory rate for the years ended February 29, 2024, and February 28, 2022, is summarized as follows:

	2024 $			2023 $
Loss before income taxes		(736,191	)		(135,487	)
Income tax recovery at statutory rates		(154,000	)		(28,000	)
Permanent differences		42,000			–
Temporary differences		4,000			20,000
Change in statutory, foreign tax, foreign exchange rates and other		142,381			25,451
Income tax expenses		34,381			17,851

F-18

The unrecognized deferred tax assets include US net operating losses as follows:

	2024 $			2023 $
Deferred tax assets:
Non-capital losses available for future periods		210,000			182,000
Valuation allowance		(210,000	)		(182,000	)
Deferred income taxes recovered		–			–

The Company has US net operating losses available to offset future taxable income as follows:

2016	$	35,000
2017		78,000
2018		71,000
2019		6,000
2020		5,000
2021		130,000
2022		431,000
2023		109,000
2024		135,000
	$	1,000,000

14. Subsequent Event

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

F-19

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934 (“Exchange Act”) as of the end of the period covered by this report. Based on that evaluation, our principal executive and principal financial officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were ineffective such that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our principal executive and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Internal Control over Financial Reporting

Management’s Annual Report on Internal Control over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) for the Company. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent nor detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

17

Management has assessed the effectiveness of our internal control over financial reporting as of June 15, 2022. In making its assessment of internal control over financial reporting, management used the criteria established in Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission. This assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of those controls. Based on the results of this assessment, management has concluded that our internal controls over financial reporting were ineffective as of February 28, 2022. A material weakness is a deficiency, or combination of deficiencies, in internal controls over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The company has no formal control process related to the identification of related party transactions at this point in time.

Management’s assessment was not subject to attestation by the Company’s independent registered public accounting firm and as such, no attestation was performed pursuant to SEC Final Rule Release Nos. 33-8934; 34-58028 that permit the Company to provide only management’s assessment report for the years ended February 28, 2022 and 2021. Due to a control failure with respect to the financial closing process, our independent auditors identified multiple adjusting journal entries as part of their current year audit procedures. The financial closing process will be improved going forward to address any weaknesses.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting that occurred in our fiscal year ended June 15, 2022, that has materially adversely affected, or is reasonably likely to materially adversely affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

All board of Directors and Committee Members were in attendance for all required meetings pursuant to our compliance calendar.

Directors and Executive Officers, Promoters and Control Persons

All directors of our directors and officers hold office until the next annual meeting of our shareholders and until such director’s successor is elected and has been qualified, or until such director’s earlier death, resignation or removal. The following table sets forth the names, positions and ages of our executive officers and directors. Our board of directors elect officers and their terms of office are at the discretion of our board of directors.

Name:

Name:	Age	Position
Jacob Fölscher	46	President, CEO/CFO/CAO /Director
Pieter Swanepoel	46	Director
Randall Greene	58	COO/Director

18

Background of Officers and Directors

Jacob C. Fölscher

Jacob C Fölscher has been our President, and Director since January 25, 2015 and our Chief Financial Officer/Chief Accounting Officer since June 10, 2016. He currently serves as Chief Executive Officer of UPAY Inc and is the cofounder. He has been the Operational director of Rent Pay (Pty) Ltd, since July 2008 and he currently serves as the Chief Executive Officer of Rent Pay (Pty) Ltd. Rent Pay (Pty) Ltd is our wholly owned subsidiary in South Africa and is a credit related Software Company. He was also the founder of Isidingo Financial Services (“Isidingo”) in March 2009. Isidingo is a financial services company operating in Pretoria South Africa and still in operation today. From March 2006 to February 2009, Jacob Fölscher was the Regional Manager/Operations Manager of Credicor Financial Services, a micro lending firm operating in South Africa. From January 2004 to February 2006, he was the Group Accounting Officer for that same company and from January 2000 to December 2003, he was the NCR compliance officer and Branch Manager, also for Credicor. He currently serves as director on the board of directors of Microfinance South Africa (MFSA), a non-profit member association of Microlenders in South Africa.

Pieter Swanepoel

On September 1, 2022, our Board of Directors appointed Peter A. Swanepoel as a Director of our Board. Pursuant to a Director Agreement. Since January 2004, Pieter A. Swanepoel has been the Group Financial Director of Tri-Star Group Holdings (Pty) Ltd. He has 20 years of seasoned corporate executive experience and brings to our Board a unique blend of corporate, financial management, accounting, and financial planning skills and expertise. 

Randall F. Greene

Effective March 1, 2023, our Board of Directors appointed Randall Greene as our Chief Operations Officer and Director for a 3 year and a 1-year term, respectively. Since September 16, 2020, Randall F. Greene   has been the Chief Executive Officer/Chief Financial Officer/Chief Accounting Officer/Director of A-Game Beverages, Inc. . From July 2014 to present, he has been the Chief Executive Officer of Stahl Faust Immobilien, LLC, a real estate development company. From June 2012 to present, Randall F. Greene has been the Chairman of Bella Collina Community Development District, a governmental entity. From March 2011 to April 2020, he was the Chief Executive Officer of RG Developments and Investments LLC, a real estate development company owned by Randall Greene. From November 2016 to present, he has been the Vice Chairman of Bonnet Creek Resorts. Community Development District, a governmental entity. From September 2019 to present, he has been the Chairman of the Westwood Orange County Convention Center Community Development District, a governmental entity.

Additionally, Randall F. Greene has been associated with the following:

           CEO, Stahl Faust Immobilien, LLC, a real estate development firm

           Minority Partner with DCS Real Estate Investments (“DCS”), a real estate development firm

           Minority Partner with DCS owning the 1900-acre Bella Collina Club and Resort, Bella Collina, Florida

           Minority Partner with DCS owning the new 516 room JW Marriott Bonnet Creek Resort and Spa at the Walt Disney World Resort in Orlando

           Minority Partner with DCS owning the 60-acre Sandlake Vista multi use project with 300 luxury apartments, hotel, medical offices, 7/11 store and a self-storage facility in Orlando, Florida.

           Minority Partner with DCS owning a retail project in Disney’s Celebration project in Celebration, Florida.

           Minority Partner in the 1200 room Marriott and Westin Towers at the Orange County Convention Center in Orlando, which is in development and construction starting mid-2022.

           Chairman of the Bella Collina Community Development District (Governmental Entity)

           Chairman of the Westwood/ OCC Community Development District at the Orange County Convention Center (Governmental Entity)

           Chairman of the Bonnet Creek Resorts Community Development District at the Walt Disney World Resort Entertainment Complex (Governmental Entity)

19

Litigation

None

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended February 28, 2023, all filing requirements applicable to our officers, directors and greater than 10% percent beneficial owners were complied with, with the exception of Randall Greene and Pieter Swanepoel who will be filing Forms 3 over the next 10 days.

Code of Ethics

We adopted a Code of Business Conduct and Code of Ethics that applies to, among other persons, our company’s president (being our principal executive officer, principal financial officer and principal accounting officer), as well as persons performing similar functions. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote;

1. Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

2. Full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us;

3. Compliance with applicable governmental laws, rules and regulations;

4. The prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and

5. Accountability for adherence to the Code of Business Conduct and Ethics

Our Code of Business Conduct and Ethics requires, among other things, that all of our personnel shall be accorded full access to our president with respect to any matter which may arise relating to the Code of Business Conduct and Ethics. Further, all of our company’s personnel are to be accorded full access to our board of directors if any such matter involves an alleged breach of the Code of Business Conduct and Ethics by our president.

In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly managers and/or supervisors, have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal, provincial and state securities laws. Any employee who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to his or her immediate supervisor or to our company’s president. If the incident involves an alleged breach of the Code of Business Conduct and Ethics by the president, the incident must be reported to any member of our board of directors. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our policy to retaliate against any individual who reports in good faith the violation or potential violation of our company’s Code of Business Conduct and Ethics.

Our Code of Business Conduct and Ethics was filed as an exhibit with our Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 31, 2016. We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request. Requests can be sent to the Company address listed above.

Nomination Process

As of February 29, 2020, we did not affect any material changes to the procedures by which shareholders may recommend nominees to the board of directors and there were no subsequent events and directors have remained the same. We do not have any defined policy or procedure requirements for shareholders to submit recommendations or nominations for directors. The board of directors believes that, given the current stage of our development, a specific nominating policy would be premature and of little assistance until our operations develop to a more advanced level. We do not currently have any specific or minimum criteria for the election of nominees to the board of directors and there is no specific process or procedure for evaluating such nominees. The board of directors assesses all candidates, whether submitted by management or shareholders, and makes recommendations for election or appointment.

20

A shareholder who wishes to communicate with the board of directors may do so by directing a written request addressed to our Chief Executive Officer or the Chief Financial Officer at the address appearing on the face page of this report.

Committees and  Board Resolutions

We have no corporate governance committees, including no nomination or  audit committees; as such, our Board of Directors as a whole acts in the capacity of those committees.

All proceedings of the board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Nevada Business Corporation Act and our Bylaws as valid and effective as if they had been passed at a meeting of the directors duly called and held.

ITEM 11. EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

Name:	Position		Year		Salary		Bonus
Jacob C Folscher		CE0/CFO		2024	$	102 664.81		20 407.83
Jacob C Folscher		CEO		2023	$	112 042.70		8 876.00
Randall F Greene		COO		2024		233,333 UPAY shares		0

BOARD OF DIRECTOR COMPENSATION

Name:	Position		Year		Salary		Bonus
Jacob C Folscher		DIRECTOR		2024	$	0	$	0
Jacob C Folscher		DIRECTOR		2023	$	0	$	0
Randall F Greene		DIRECTOR		2024	$	0	$	0
Pieter A Swanepoel		DIRECTOR		2024		$ 100,000 UPAY shares	$

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth certain information as of May 31, 2024 with respect to the beneficial ownership of our Common Stock by: (i) all persons known by the Company to be beneficial owners of more than 5% of our Common Stock, (ii) each director and Named Executive Officer, and (iii) by all executive officers and directors as a group.

Beneficial Owners over 5%

21

Name	Shares Held		Percentage
TWIN HARBOR WEB SOLUTIONS INC		2,030,000		12.9	%
EMERGING MARKETS CONSULTING		2,003,432		12.8	%
Total over 5%		4,033,432		25.7	%

9591

Executive Officers/Directors (3)

Name	Shares Held		Percentage
Pieter A Swanepoel		183,333		1.2	%
Jacob C Fölscher (7)		9,125,000		58.1	%
Randall F Greene		283,333		1.8	%
Total – All officers		9,591,666		61.1	%
Total – All over 5% shareholders and officers		13,625,098		86.7	%

We presently have 15,708,544 common shares outstanding. Of these shares, 2,083,466 common shares are held by non-affiliates and 13,625,098 common shares are held by affiliates, which Securities Act of 1933 Rule 144 defines as restricted securities.

8. Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided.

2. Based on 15,708,544 issued and outstanding shares of common stock.

5. The principal of Twin Harbor Web Solutions is Michael McCloy, who has sole dispositive and voting power over the shares. The business address of Twin Harbor Web Solutions is 29 Creek Road, Bayville, NY 11709 US. Twin Harbor Web Solutions is a beneficial owner and a related party.

6. The address for Chief Executive Officer Jacob C. Fölscher is no 92 Jean avenue, Centurion 0157, South Africa.

8. Jacob C. Fölscher’s ownership is composed of: (a) 9,025,000 shares he individually owns; (b) 100,000 shares in the name of Fölscher Family Trust, a trust he controls through which he has dispositive and voting power; and (c) 50,000 shares owned by his wife, Kim Elizabeth Fölscher.

22

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Stock Issuances to our Founders

On October 1, 2015, we issued 9,025,000 shares to our co-founder, Wouter A. Fouche, at an aggregate value of $12,033.

On October 1, 2015, we issued 9,025,000 shares to our co-founder, Jacob C Fölscher, at an aggregate value of $12,033.

On November 5, 2015, pursuant to the Share Exchange with Rent Pay, we issued 100,000 common stock shares to LoanTech Trust, a trust controlled by our officer, Wouter Fouche, at an aggregate value of $10,000.

On November 5, 2015, pursuant to the Share Exchange with Rent Pay, we issued 100,000 common stock shares to Fölscher Family Trust, a trust controlled by our officer, Jacob C Fölscher, at an aggregate value of $10,000.

On April 20, 2016, we issued 50,000 shares to Kim Elizabeth Fölscher, Jacob Fölscher’s wife, at an aggregate value of $5,000.

On December 12, 2015, we issued 40,000 shares to Desiree Fouche, Wouter Fouche’s wife, at an aggregate value of $4,000.

Verbal Agreements with our Founders

Verbal Agreement with Wouter Fouche

We had a February 2014 verbal agreement with our Chief Executive Officer, Wouter Fouche, to pay him a monthly salary of $6,000 for our fiscal years 2015 and 2016 based upon available funds. This monthly salary has since increased to $9,000, for 2018 and 2019 and $9,500 for 2021 dependent on available funds. There is also a 13th check that is payable yearly. A $10,000 relocation expense for relocating to the US was also paid to Wouter Fouche previously. This monthly salary and $10,000 relocation expense already paid were the sole terms of this verbal agreement. This agreement has terminated pursuant to  a February 3, 2022  Share Purchase and Separation agreement between us and Wouter Fouche.

Verbal Agreement with Jacob C Fölscher

We have a February 2014 verbal agreement with our Chief Financial Officer, Jacob C. Fölscher, to pay him a monthly salary of $6,000 for our fiscal years 2015 and 2016 based upon available funds. This monthly salary has  since increased to $9,000 for 2018 and 2019 and $9,500 for 2021 dependent on available funds. There is also a 13th check that is payable yearly. Additionally, we verbally agreed to pay Jacob C. Fölscher a $10,000 relocation expense for relocating, should this be needed in future. The $9,500 monthly salary and $10,000 relocation expense are the sole terms of this verbal agreement. Since February 2022, he has also assumed the role of CEO. Although he is not currently receiving compensation for this additional responsibility, the board has verbally agreed to consider awarding Jacob C. Fölscher a performance-based bonus in the future. Consulting Agreement

We have a June 3, 2016 consulting agreement with Ferdinand Labuschagne to perform business advisory services in return for 300,000 restricted common stock shares for an aggregate value of $30,000 and two million cashless warrants, the details of which are contained in our Material Agreements Section beginning at page 39. Ferdinand Labuschagne is Wouter A. Fouche’s brother-in-law. The consulting agreement has since come to an end and the 300,000 shares were issued previously. The two million cashless warrants have since expired.

Twin Harbor Web Solutions (“Twin Harbor”) individually owns more than 5% of our common stock. On 16 April 2018, we acquired the Theme Studio software from Twin Harbor in exchange for 2,000,000 common shares for an aggregate purchase price of $200,000. In addition, we have a service level agreement for development and hosting solutions with Twin Harbor. The transactions are related party transactions and Twin Harbor is a related party.

23

Emerging Markets Consulting, LLC (“EMC”) and James Painter, the owner of EMC, has made loans to us totaling the amount of $171,000, of which $130,000 is by James Painter and $41,000 by EMC.

Apart from the above transaction, none of our Officers or Directors has any direct or indirect material interest in any transaction to which we are a party during the past two years, or in any proposed transaction to which we are proposed to be a party.

Given our small size, we have not adopted formal policies and procedures, apart from our company Bylaws and Code of Ethics, for the review, approval or ratification of related party transactions with our executive officer(s), Director(s) and significant stockholders. We intend to establish more formal policies and procedures in the future so that such transactions will be subject to the stricter review, approval or ratification of our Board of Directors, or an appropriate committee thereof. On a moving forward basis, our Directors will continue to approve or disapprove any and all related party transaction.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees

Audit fees and related accounting fees for the year ended February 29, 2024 amounted to $ 58,890

All Other Fees

None

24

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

31.1*	Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer
31.2*	Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer
32.1*	Section 1350 Certification of Chief Executive Officer
32.2*	Section 1350 Certification of Chief Financial Officer
101.INS*	XBRL Instance Document
101.XSD*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Calculation Linkbase Document
101.DEF*	XBRL Taxonomy Definition Linkbase Document
101.LAB*	XBRL Taxonomy Label Linkbase Document
101.PRE*	XBRL Taxonomy Presentation Linkbase Document

* Filed herewith

25

Signatures

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

UPAY, Inc.
By:	/s/ Jacob C. Folscher
	Jacob C. Fölscher
	Chief Executive Officer/Chief Financial
	Officer/Chief Accounting Officer
	(Principal Executive Officer/Financial
	Officer)

Dated: June 11, 2024

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

By:	/s/ Jacob C. Folscher
	Jacob C. Fölscher
	Chief Executive Officer/Financial
	Officer/Chief Accounting Officer
	Principal Executive Officer/Principal
	Financial Officer

Dated: June 11, 2024

By:	/s/ Jacob C. Folscher
	Jacob C. Fölscher
	Director

26