UPAY [UPYY] Filings

10-Q 1 upyy-20240531.htm FORM 10-Q UPAY

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended

May 31

, 2024

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

For the transition period from ____to ___.

333-212447

Commission File Number

UPAY, Inc.

(Exact name of small business issuer as specified in its charter)

NEVADA		37-1793622
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3010 LBJ Freeway, 12

Floor

Dallas, Texas 75234

(Address of principal executive offices)

(972) 888-6052

(Company’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes

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

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

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
Emerging Growth Company	x

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes

The Company has

15,708,544

shares outstanding as of July

, 2024.

UPAY, Inc.

Consolidated Financial Statements

(unaudited)

	Index

Table of Contents

Consolidated Balance Sheets (unaudited)	F-3

Consolidated Statements of Operations and Comprehensive Loss (unaudited)	F-4

Consolidated Statements of Stockholders’ Deficit and Accumulated Other Comprehensive Loss (unaudited)	F-5

Consolidated Statements of Cash Flows (unaudited)	F-6

Notes to the Consolidated Financial Statements (unaudited)	F-7

F-2

UPAY, INC.

Consolidated Balance Sheets

(Expressed in U.S. dollars)

	May 31, 2024			February 29, 2024
	(unaudited)

ASSETS

Current Assets

Cash and cash equivalents	$	231,196		$	642,846
Accounts receivable, net of allowance		46,681			73,395
Prepaid expenses and other current assets		12,939			2,884

Total Current Assets		290,816			719,125

Property and Equipment, Net (Note 3)		21,164			22,638
Right-of-use Assets, Net (Note 4)		13,584			18,169
Deposit (Note 11)		10,608			10,408

Total Assets	$	336,172		$	770,340


LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities

Accounts payable and accrued liabilities	$	201,275		$	572,904
Due to related parties (Note 5)		61,138			54,774
Current portion of lease liabilities (Note 7)		13,584			18,169
Current portion of notes payable (Note 6)		52,143			52,143
Notes payable – Related parties (Note 5)		251,000			251,000

Total Current Liabilities		579,140			948,990

Non-Current Liabilities

Notes Payable (Note 6)		76,157			76,157

Total Liabilities		655,297			1,025,147

Stockholders’ Deficit

Preferred Stock, $0.001 par value, 10,000,000 shares authorized; no shares issued and outstanding		–			–
Common Stock, $0.001 par value, 100,000,000 shares authorized; 15,708,544 shares issued and outstanding		15,708			15,708
Common Stock Issuable		396,663			313,331
Additional Paid-in Capital		1,116,590			1,116,590
Accumulated Deficit		(1,773,866	)		(1,623,189	)
Accumulated Other Comprehensive Loss		(74,220	)		(77,247	)

Total Stockholders’ Deficit		(319,125	)		(254,807	)

Total Liabilities and Stockholders’ Deficit	$	336,172		$	770,340

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

F-3

UPAY, Inc.

Consolidated Statements of Operations and Comprehensive Loss

(Expressed in U.S. dollars)

(unaudited)


	Three months			Three months
	Ended			Ended
	May 31,			May 31,
	2024			2023

Revenue	$	257,249		$	332,576
Cost of Revenue		(134,333	)		(159,136	)

Gross Profit		122,916			173,440

Expenses

Amortization of right-of-use assets (Note 4)		–			888
Depreciation (Note 3)		1,904			9,719
General and administrative		265,010			188,898

Total Expenses		266,914			199,505

Loss Before Other Income (Expenses) and Income Taxes		(143,998	)		(26,065	)

Other Income (Expenses)

Interest income		1,857			1,113
Interest expense		(8,536	)		(8,320	)
Gain on settlement of lease (Note 7)		–			1,052

Loss Before Income Taxes		(150,677	)		(32,220	)

Provision for income taxes		–			–

Net Loss		(150,677	)		(32,220	)

Other Comprehensive Income (Loss)

Foreign currency translation adjustments		3,027			(8,552	)

Comprehensive Loss	$	(147,650	)	$	(40,772	)

Net Loss Per Share – Basic and Diluted	$	(0.01	)	$	(0.00	)
Weighted-average Common Shares Outstanding – Basic and Diluted		16,108,540			17,190,211

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

F-4

UPAY, Inc.

Consolidated Statement of Stockholders’ Deficit and Accumulated Other Comprehensive Loss

(Expressed in U.S. dollars)

(unaudited)

												Accumulated
					Additional		Common					Other
	Common Stock				Paid-in		Stock		Accumulated			Comprehensive
	Shares		Amount		Capital		Issuable		Deficit			Loss			Total

Balance – February 28, 2023		17,190,211	$	17,190	$	535,275	$	13,334	$	(886,998	)	$	(60,828	)	$	(382,027	)

Common stock issuable for services		–		–		–		20,000		–			–			20,000
		–		–		–
Common stock subscribed		–		–		–		10,000		–			–			10,000
		–		–		–
Net loss		–		–		–		–		(32,220	)		–			(32,220	)
		–		–		–
Foreign currency translation adjustments		–		–		–		–		–			(8,552	)		(8,552	)

Balance – May 31, 2023		17,190,211	$	17,190	$	535,275	$	43,334	$	(919,218	)	$	(69,380	)

UPAY [UPYY] Filings
10-Q	[2024-07-15]
10-K	[2024-06-11]
10-Q	[2024-01-22]
10-Q	[2023-10-10]
10-Q	[2023-07-19]
10-K	[2023-06-26]
10-Q	[2023-01-20]
10-Q	[2022-10-18]
10-Q	[2022-07-28]
10-K	[2022-06-16]
10-Q	[2022-01-10]
10-Q	[2021-11-02]
10-Q	[2021-09-08]
10-K	[2021-06-23]
10-Q	[2021-01-14]
10-Q	[2020-11-03]
10-Q	[2020-07-17]
10-K	[2020-07-08]
10-Q	[2020-01-16]
S-1	[2019-11-07]
10-Q	[2019-11-01]
10-Q	[2019-07-25]
10-K	[2019-06-14]
10-Q	[2019-01-22]
10-Q	[2019-01-11]
10-Q	[2018-12-13]
10-K	[2018-11-13]
10-Q	[2018-08-15]
10-Q	[2018-08-07]
10-Q	[2018-07-30]
10-K	[2018-07-18]
10-Q	[2017-02-03]
S-1	[2016-07-08]