01/13/2025 | Press release | Distributed by Public on 01/13/2025 10:47
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
NEVADA
|
37-1793622
|
|
(State or other jurisdiction of incorporation or
organization)
|
(I.R.S. Employer Identification No.)
|
Large accelerated filer
|

|
Accelerated filer
|

|
|
Non-accelerated filer
|

|
Smaller reporting company
|
x
|
|
Emerging Growth Company
|

|
Page
|
||
PART I - Financial Information
|
||
Item 1.
|
Consolidated Financial Statements (unaudited)
|
F-1
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
3
|
Item 3.
|
Quantitative and Qualitative Disclosures about Market Risk
|
4
|
Item 4.
|
Controls and Procedures
|
5
|
|
PART II - Other Information
|
6
|
Item 1.
|
Legal Proceedings
|
6
|
Item 1A.
|
Risk Factors
|
6
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
6
|
Item 3.
|
Defaults Upon Senior Securities
|
6
|
Item 4.
|
Mine Safety Disclosures
|
6
|
Item 5.
|
Other Information
|
6
|
Item 6.
|
Exhibits
|
6
|
|
Signatures
|
7
|
2 |
Index
|
||
Table of Contents
|
|
|
|
||
Consolidated Balance Sheets (unaudited)
|
|
F-2
|
|
|
|
Consolidated Statements of Operations and Comprehensive Loss (unaudited)
|
|
F-3
|
|
|
|
Consolidated Statements of Stockholders' Deficit and Accumulated Other Comprehensive Loss (unaudited)
|
|
F-4
|
|
|
|
Consolidated Statements of Cash Flows (unaudited)
|
|
F-6
|
|
|
|
Notes to the Consolidated Financial Statements (unaudited)
|
|
F-7
|
F-1 |
November 30,
2024
|
February 29,
2024
|
|||||||
(unaudited)
|
||||||||
ASSETS
|
||||||||
Current Assets
|
||||||||
Cash and cash equivalents
|
$
|
31,935
|
$
|
642,846
|
||||
Accounts receivable, net of allowance
|
35,075
|
73,395
|
||||||
Prepaid expenses and other current assets
|
68,904
|
2,884
|
||||||
Total Current Assets
|
135,914
|
719,125
|
||||||
Property and Equipment, Net (Note 3)
|
18,191
|
22,638
|
||||||
Right-of-use Assets, Net (Note 4)
|
3,611
|
18,169
|
||||||
Deposit (Note 11)
|
11,085
|
10,408
|
||||||
Total Assets
|
$
|
168,801
|
$
|
770,340
|
||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
Current Liabilities
|
||||||||
Accounts payable and accrued liabilities
|
$
|
69,196
|
$
|
572,904
|
||||
Due to related parties (Note 5)
|
74,259
|
54,774
|
||||||
Current portion of lease liabilities (Note 7)
|
3,611
|
18,169
|
||||||
Current portion of notes payable (Note 6)
|
52,135
|
52,143
|
||||||
Notes payable - Related parties (Note 5)
|
251,000
|
251,000
|
||||||
Total Current Liabilities
|
450,201
|
948,990
|
||||||
Non-Current Liabilities
|
||||||||
Notes Payable (Note 6)
|
76,165
|
76,157
|
||||||
Total Liabilities
|
526,366
|
1,025,147
|
||||||
Stockholders'
Deficit
|
||||||||
Preferred Stock, $0.001 par value, 10,000,000 shares authorized;
no shares issued and outstanding
|
-
|
-
|
||||||
Common Stock, $0.001 par value, 100,000,000 shares authorized;
16,228,544 and 15,708,544 shares issued and outstanding, respectively
|
16,228
|
15,708
|
||||||
Common Stock Issuable
|
538,327
|
313,331
|
||||||
Additional Paid-in Capital
|
1,283,070
|
1,116,590
|
||||||
Accumulated Deficit
|
(2,124,374
|
)
|
(1,623,189
|
)
|
||||
Accumulated Other Comprehensive Loss
|
(70,816
|
)
|
(77,247
|
)
|
||||
Total Stockholders' Deficit
|
(357,565
|
)
|
(254,807
|
)
|
||||
Total Liabilities and Stockholders' Deficit
|
$
|
168,801
|
$
|
770,340
|
||||
F-2 |
Three Months
|
Three Months
|
Nine Months
|
Nine Months
|
|||||||||||||
Ended
|
Ended
|
Ended
|
Ended
|
|||||||||||||
November 30,
|
November 30,
|
November 30,
|
November 30,
|
|||||||||||||
2024
|
2023
|
2024
|
2023
|
|||||||||||||
Revenue
|
$
|
150,366
|
$
|
364,360
|
$
|
575,686
|
$
|
1,060,978
|
||||||||
Cost of revenue
|
(44,399
|
)
|
(168,111
|
)
|
(228,110
|
)
|
(485,582
|
)
|
||||||||
Gross Profit
|
105,967
|
196,249
|
347,576
|
575,396
|
||||||||||||
Expenses
|
||||||||||||||||
Amortization of right-of-use assets (Note 4)
|
-
|
-
|
-
|
888
|
||||||||||||
Depreciation (Note 3)
|
1,961
|
2,528
|
5,816
|
15,718
|
||||||||||||
General and administrative
|
254,827
|
491,141
|
820,783
|
1,050,402
|
||||||||||||
Total Expenses
|
256,788
|
493,669
|
826,599
|
1,067,008
|
||||||||||||
Loss Before Other Income (Expenses) and Income Taxes
|
(150,821
|
)
|
(297,420
|
)
|
(479,023
|
)
|
(491,612
|
)
|
||||||||
Other Income (Expenses)
|
||||||||||||||||
Interest income
|
287
|
3,048
|
3,058
|
6,054
|
||||||||||||
Interest expense
|
(8,650
|
)
|
(8,327
|
)
|
(25,220
|
)
|
(25,031
|
)
|
||||||||
Gain on settlement of lease (Note 7)
|
-
|
-
|
-
|
1,052
|
||||||||||||
Gain on disposal on equipment
|
-
|
622
|
-
|
622
|
||||||||||||
Loss Before Income Taxes
|
(159,184
|
)
|
(302,077
|
)
|
(501,185
|
)
|
(508,915
|
)
|
||||||||
Provision for income taxes
|
-
|
-
|
-
|
-
|
||||||||||||
Net Loss
|
(159,184
|
)
|
(302,077
|
)
|
(501,185
|
)
|
(508,915
|
)
|
||||||||
Other Comprehensive Income (Loss)
|
||||||||||||||||
Foreign currency translation adjustments
|
(7,049
|
)
|
(7,410
|
)
|
6,431
|
(11,186
|
)
|
|||||||||
Comprehensive Loss
|
$
|
(166,233
|
)
|
$
|
(309,487
|
)
|
$
|
(494,754
|
)
|
$
|
(520,101
|
)
|
||||
Net Loss Per Share - Basic and Diluted
|
$
|
(0.01
|
)
|
$
|
(0.02
|
)
|
$
|
(0.03
|
)
|
$
|
(0.03
|
)
|
||||
Weighted-average Common Shares Outstanding - Basic and Diluted
|
16,740,856
|
16,242,600
|
16,504,190
|
17,123,815
|
F-3 |
Accumulated
|
||||||||||||||||||||||||||||
Additional
|
Common
|
Other
|
||||||||||||||||||||||||||
Common Stock
|
Paid-in
|
Stock
|
Accumulated
|
Comprehensive
|
||||||||||||||||||||||||
Shares
|
Amount
|
Capital
|
Issuable
|
Deficit
|
Loss
|
Total
|
||||||||||||||||||||||
Balance - February 28, 2023
|
17,190,211
|
$
|
17,190
|
$
|
535,275
|
$
|
13,334
|
$
|
(886,998
|
)
|
$
|
(60,828
|
)
|
$
|
(382,027
|
)
|
||||||||||||
Stock subscriptions received
|
-
|
-
|
-
|
10,000
|
-
|
-
|
10,000
|
|||||||||||||||||||||
Common stock issuable for services
|
-
|
-
|
-
|
20,000
|
-
|
-
|
20,000
|
|||||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
(32,220
|
)
|
-
|
(32,220
|
)
|
|||||||||||||||||||
Foreign currency translation adjustments
|
-
|
-
|
-
|
-
|
-
|
(8,552
|
)
|
(8,552
|
)
|
|||||||||||||||||||
Balance - May 31, 2023
|
17,190,211
|
$
|
17,190
|
$
|
535,275
|
$
|
43,334
|
$
|
(919,218
|
)
|
$
|
(69,380
|
)
|
$
|
(392,799
|
)
|
||||||||||||
Common stock issued for cash
|
220,000
|
220
|
209,780
|
(10,000
|
)
|
-
|
-
|
200,000
|
||||||||||||||||||||
Common stock issued for services
|
133,333
|
133
|
123,200
|
(123,333
|
)
|
-
|
-
|
-
|
||||||||||||||||||||
Common stock issuable for services
|
-
|
-
|
-
|
186,666
|
-
|
-
|
186,666
|
|||||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
(174,618
|
)
|
-
|
(174,618
|
)
|
|||||||||||||||||||
Foreign currency translation adjustments
|
-
|
-
|
-
|
-
|
-
|
4,776
|
4,776
|
|||||||||||||||||||||
Balance - August 31, 2023
|
17,543,544
|
$
|
17,543
|
$
|
868,255
|
$
|
96,667
|
$
|
(1,093,836
|
)
|
$
|
(64,604
|
)
|
$
|
(175,975
|
)
|
||||||||||||
Cancellation of common stock
|
(2,035,000
|
)
|
(2,035
|
)
|
(21,465
|
)
|
-
|
-
|
-
|
(23,500
|
)
|
|||||||||||||||||
Forgiveness of amount owing for repurchase of common stock
|
-
|
-
|
70,000
|
-
|
-
|
-
|
70,000
|
|||||||||||||||||||||
Common stock issuable for services
|
-
|
-
|
-
|
108,332
|
-
|
-
|
108,332
|
|||||||||||||||||||||
Common stock subscriptions received
|
-
|
-
|
-
|
200,000
|
-
|
-
|
200,000
|
|||||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
(302,077
|
)
|
-
|
(302,077
|
)
|
|||||||||||||||||||
Foreign currency translation adjustments
|
-
|
-
|
-
|
-
|
-
|
(7,410
|
)
|
(7,410
|
)
|
|||||||||||||||||||
Balance - November 30, 2023
|
15,508,544
|
15,508
|
916,790
|
404,999
|
(1,395,913
|
)
|
(72,014
|
)
|
(130,630
|
)
|
F-4 |
Accumulated
|
||||||||||||||||||||||||||||
Additional
|
Common
|
Other
|
||||||||||||||||||||||||||
Common Stock
|
Paid-in
|
Stock
|
Accumulated
|
Comprehensive
|
||||||||||||||||||||||||
Shares
|
Amount
|
Capital
|
Issuable
|
Deficit
|
Loss
|
Total
|
||||||||||||||||||||||
Balance - February 28, 2024
|
15,708,544
|
$
|
15,708
|
$
|
1,116,590
|
$
|
313,331
|
$
|
(1,623,189
|
)
|
$
|
(77,247
|
)
|
$
|
(254,807
|
)
|
||||||||||||
Common stock issuable for services
|
-
|
-
|
-
|
83,332
|
-
|
-
|
83,332
|
|||||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
(150,677
|
)
|
-
|
(150,677
|
)
|
|||||||||||||||||||
Foreign currency translation adjustments
|
-
|
-
|
-
|
-
|
-
|
3,027
|
3,027
|
|||||||||||||||||||||
Balance - May 31, 2024
|
15,708,544
|
$
|
15,708
|
$
|
1,116,590
|
$
|
396,663
|
$
|
(1,773,866
|
)
|
$
|
(74,220
|
)
|
$
|
(319,125
|
)
|
||||||||||||
Common stock issuable for services
|
-
|
-
|
-
|
83,332
|
-
|
-
|
83,332
|
|||||||||||||||||||||
Common stock issued for cash
|
200,000
|
200
|
99,800
|
-
|
-
|
-
|
100,000
|
|||||||||||||||||||||
Common stock issued for Huntpal LLC acquisition
|
220,000
|
220
|
(220
|
)
|
-
|
-
|
-
|
-
|
||||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
(191,324
|
)
|
-
|
(191,324
|
)
|
|||||||||||||||||||
Foreign currency translation adjustments
|
-
|
-
|
-
|
-
|
-
|
10,453
|
10,453
|
|||||||||||||||||||||
Balance - August 31, 2024
|
16,128,544
|
$
|
16,128
|
$
|
1,216,170
|
$
|
479,995
|
$
|
(1,965,190
|
)
|
$
|
(63,767
|
)
|
$
|
(316,664
|
)
|
||||||||||||
Stock issued for services
|
100,000
|
100
|
66,900
|
-
|
-
|
-
|
67,000
|
|||||||||||||||||||||
Common stock issuable for services
|
-
|
-
|
-
|
58,332
|
-
|
-
|
58,332
|
|||||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
(159,184
|
)
|
-
|
(159,184
|
)
|
|||||||||||||||||||
Foreign currency translation adjustments
|
-
|
-
|
-
|
-
|
-
|
(7,049
|
)
|
(7,049
|
)
|
|||||||||||||||||||
Balance - November 30, 2024
|
16,228,544
|
$
|
16,228
|
$
|
1,283,070
|
$
|
538,327
|
$
|
(2,124,374
|
)
|
$
|
(70,816
|
)
|
$
|
(357,565
|
)
|
F-5 |
Nine Months
Ended
November 30,
2024
|
Nine Months
Ended
November 30,
2023
|
|||||||
Cash Flows from Operating Activities
|
||||||||
Net Loss
|
$
|
(501,185
|
)
|
$
|
(508,915
|
)
|
||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Amortization of right-of-use assets
|
-
|
888
|
||||||
Common stock issued or issuable for services
|
236,163
|
314,998
|
||||||
Depreciation
|
5,816
|
15,718
|
||||||
Gain on disposal of equipment
|
-
|
(622
|
)
|
|||||
Gain on settlement of lease
|
-
|
(1,052
|
)
|
|||||
Interest expense on lease liability
|
-
|
66
|
||||||
Stock-based compensation
|
-
|
200,000
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
42,729
|
(7,567
|
)
|
|||||
Prepaid expenses and other current assets
|
(10,000
|
)
|
(3,320
|
)
|
||||
Deposits
|
-
|
32,162
|
||||||
Accounts payable and accrued liabilities
|
(534,638
|
)
|
(20,330
|
)
|
||||
Accounts payable - related party
|
19,478
|
18,937
|
||||||
Net Cash (Used in) Provided by Operating Activities
|
(741,637
|
)
|
40,963
|
|||||
Cash Flows from Investing Activities
|
||||||||
Purchase of property and equipment
|
-
|
(24,144
|
)
|
|||||
Proceeds received on disposal of property and equipment
|
-
|
828
|
||||||
Net Cash Used in Investing Activities
|
-
|
(23,316
|
)
|
|||||
Cash Flows from Financing Activities
|
||||||||
Proceeds from common stock issued for cash
|
100,000
|
210,000
|
||||||
Proceeds from notes payable to related party
|
-
|
4,000
|
||||||
Repayment of notes payable to related party
|
-
|
(4,000
|
)
|
|||||
Repurchase and cancellation of common stock
|
-
|
(23,500
|
)
|
|||||
Repayment of lease liabilities
|
-
|
(1,014
|
)
|
|||||
Net Cash Provided by Financing Activities
|
100,000
|
185,486
|
||||||
Effect of Exchange Rate Changes on Cash
|
30,726
|
(20,139
|
)
|
|||||
Change in Cash and Cash Equivalents
|
(610,911
|
)
|
182,994
|
|||||
Cash and Cash Equivalents - Beginning of Period
|
642,846
|
662,991
|
||||||
Cash and Cash Equivalents - End of Period
|
$
|
31,935
|
$
|
845,985
|
||||
Supplemental Disclosures of Cash Flow Information:
|
||||||||
Interest paid
|
$
|
25,220
|
$
|
25,031
|
||||
Income taxes paid
|
$
|
-
|
$
|
-
|
||||
Non-cash Investing and Financing Activities:
|
||||||||
Forgiveness of amount owing for repurchase of common stock
|
$
|
-
|
$
|
70,000
|
||||
Common stock issued for services
|
$
|
67,000
|
$
|
-
|
||||
Common stock issued for acquisition of Huntpal LLC
|
$
|
147,400
|
$
|
-
|
F-6 |
2.
|
Summary of Significant Accounting Policies
|
a)
|
Basis of Presentation
|
b)
|
Interim Financial Statements
|
c)
|
Use of Estimates
|
d)
|
Going Concern
|
e)
|
Recent Accounting Pronouncements
|
F-7 |
3.
|
Property and Equipment, Net
|
Cost
|
Accumulated
Depreciation
|
November 30,
2024
Net Carrying Value
|
February 29,
2024
Net Carrying Value
|
|||||||||||||
Computer equipment
|
$
|
14,427
|
$
|
(11,910
|
)
|
$
|
2,517
|
$
|
4,186
|
|||||||
Computer software
|
206,000
|
(205,915
|
)
|
85
|
325
|
|||||||||||
Furniture and fixtures
|
10,228
|
(8,485
|
)
|
1,743
|
2,074
|
|||||||||||
Motor vehicle
|
25,194
|
(11,770
|
)
|
13,424
|
15,414
|
|||||||||||
Office equipment
|
4,396
|
(3,974
|
)
|
422
|
639
|
|||||||||||
Total
|
$
|
260,245
|
$
|
(242,054
|
)
|
$
|
18,191
|
$
|
22,638
|
4.
|
Right-Of-Use Assets, Net
|
Cost
|
Accumulated
Amortization
|
November 30,
2024
Net Carrying
Value
|
February 29,
2024
Net Carrying
Value
|
|||||||||||||
Right-of-use building (operating lease)
|
$
|
63,443
|
$
|
(59,832
|
)
|
$
|
3,611
|
$
|
18,169
|
|||||||
Total
|
$
|
63,443
|
$
|
(59,832
|
)
|
$
|
3,611
|
$
|
18,169
|
5.
|
Due to Related Parties
|
a)
|
On March 24, 2021, the Company entered into a promissory note with the Chief Executive Officer ("CEO") of the Company for $10,000, which is unsecured, bears interest of 10% per annum and matured on March 24, 2022. As at November 30, 2024, the outstanding principal is $10,000 (February 29, 2024 - $
10,000
) and the Company has recognized accrued interest of $3,690 (February 29, 2024 - $
2,963
), which is included in due to related parties.
|
b)
|
On September 7, 2021, the Company entered into a promissory note with the CEO of the Company for $10,000, which is unsecured, bears interest of 10% per annum and matured on March 7, 2022. As at November 30, 2024, the outstanding principal is $10,000 (February 29, 2024 - $
10,000
) and the Company has recognized accrued interest of $3,233 (February 29, 2024 - $2,479) which is included in due to related parties.
|
c)
|
On February 11, 2022, the Company entered into a promissory note with the CEO of the Company for $20,000, which is unsecured, bears interest of 10% per annum and matured on February 11, 2023. As at November 30, 2024, the outstanding principal is $20,000 (February 29, 2024 - $
20,000
) and the Company has recognized accrued interest of $5,606 (February 29, 2024 - $
4,099
), which is included in due to related parties.
|
d)
|
On April 14, 2021, the Company entered into a promissory note with a company controlled by a significant shareholder of the Company for $26,000, which is unsecured, bears interest of 10% per annum and matured on October 13, 2023. As at November 30, 2024, the outstanding principal is $26,000 (February 29, 2024 - $
26,000
) and the Company has recognized accrued interest of $9,445 (February 29, 2024 - $
7,487
), which is included in due to related parties.
|
e)
|
On February 11, 2022, the Company entered into a promissory note with a company controlled by a significant shareholder of the Company for $130,000, which is unsecured, bears interest of 10% per annum and matures on February 11, 2023. As at November 30, 2024, the outstanding principal is $130,000 (February 29, 2024 - $
130,000
) and the Company has recognized accrued interest of $36,436 (February 29, 2024 - $26,641), which is included in due to related
parties
.
|
F-8 |
f)
|
During the year ended February 28, 2022, a third-party lender purchased a promissory note from a company controlled by a significant shareholder of the Company in the amount of $
15,000
, which is unsecured, bears interest of 10% per annum and matured on October 13, 2023. As at November 30, 2024, the outstanding principal is $
15,000
(February 29, 2024 - $
15,000
) and the Company has recognized accrued interest of $
5,449
(February 29, 2024 - $
4,319
), which is included in due to related parties.
|
g)
|
On May 2, 2022, the Company entered into a promissory note with a company controlled by a significant shareholder of the Company for $25,000, which is unsecured, bears interest of 10% per annum and matured on March 2, 2023. As at November 30, 2024, the outstanding principal is $
25,000
(February 29, 2024 - $25,000) and the Company has recognized accrued interest of $6,459 (February 29, 2024 - $4,575), which is included in due to related parties.
|
h)
|
On September 9, 2022, the Company entered into a promissory note with a company controlled by a significant shareholder of the Company for $15,000, which is unsecured, bears interest of 10% per annum and matured on September 9, 2023. As at November 30, 2024, the outstanding principal is $15,000 (February 29, 2024 - $15,000) and the Company has recognized accrued interest of $3,341 (February 29, 2024 - $2,211), which is included in due to related parties.
|
i)
|
As at November 30, 2024, the Company owes a total of $600 (February 29, 2024 - $nil) to officers of the Company for advances, which are unsecured, non-interest bearing and due on demand.
|
j)
|
During the nine months ended November 30, 2024, the Company incurred salary expenses of $81,332 (R1,479,774) (2023 - $83,522 (R1,558,145)) to the CEO of the Company.
|
k)
|
During the nine months ended November 30, 2024, the Company incurred directors' fees of $50,000 (2023 - $
65,000
) to a Director of the Company pursuant to a Director Agreement (Note 10(b)).
|
l)
|
During the nine months ended November 30, 2024, the Company incurred directors' fees of $3,297 (R
60,000
) (2023 - $nil) to a Director of the Company.
|
m)
|
During the nine months ended November 30, 2024, 2024, the Company incurred management fees of $174,996 (2023 - $
174,998
) and director fees of $nil (2023 - $75,000) to the Chief Operating Officer ("COO") and Director of the Company pursuant to a Director and Officer Agreement (Note 10(c)).
|
6.
|
Notes Payable
|
a)
|
On May 20, 2020, the Company entered into a promissory note with a third-party lender for $25,000, which is unsecured, bears interest of 10% per annum and matured on May 20, 2023. As at
November 30, 2024
, the Company has recognized accrued interest of $11,336 (
February 29, 2024
-
$
9,452
), which is included in accounts payable and accrued liabilities.
|
b)
|
On May 27, 2020, the Company entered into a promissory note with the U.S. Small Business Administration for $77,800, which is secured by the assets of the Company, bears interest of 3.75% per annum and matures on May 27, 2050. Instalment payments, including principal and interest, of $380 per month will begin 12 months from the date of the promissory note. As at
November 30, 2024
, the Company has recognized accrued interest of $12,393 (
February 29, 2024
- $
10,195
), which is included in accounts payable and accrued liabilities.
|
c)
|
On October 22, 2021, the Company entered into a promissory note with a third-party lender for $25,500, which is unsecured, bears interest of 10% per annum and matured on October 13, 2023. As at
November 30, 2024
, the Company has recognized accrued interest of $7,929
(
February 29, 2024
-
$
6,008
), which is
included in accounts payable and accrued liabilities.
|
7.
|
Lease Liabilities
|
F-9 |
Years ending February 28:
|
Building Lease
(Operating Lease)
|
|||
2025
|
$
|
3,643
|
||
Net minimum lease payments
|
3,643
|
|||
Less: amount representing interest payments
|
(32
|
)
|
||
Present value of net minimum lease payments
|
3,611
|
|||
Less: current portion
|
(3,611
|
)
|
||
Long-term portion
|
$
|
-
|
8.
|
Common Stock
|
a)
|
On June 13, 2024, the Company issued 220,000 shares of common stock with a fair value of $147,400 to the acquire the remaining 49% non-controlling interest in Huntpal LLC
. At the date of acquisition, the carrying value of the non-controlling interest was $nil, resulting in a loss of $147,180 which was recognized against additional paid-in capital.
|
b)
|
On July 22, 2024, the Company issued 200,000 shares of common stock for proceeds of $100,000.
|
c)
|
On September 6, 2024, the Company issued 100,000 shares of common stock with a fair value of $67,000 for legal services, which vest on September 6, 2025. The fair value was recorded of the shares of common stock will be amortized over the 12-month vesting period. The issuance is also subject to a
5-year
service condition, for which the shares of common stock will be clawed back on a pro-rated basis for any portion of the service term not provided. During the nine months ended November 30, 2024, the Company recognized legal fees of $11,167 related to this issuance. As at November 30, 2024, the Company has recognized $55,833 in prepaid expenses and other current assets.
|
d)
|
During the nine months ended November 30, 2024,
the Company accrued $50,000 of common stock issuable for 50,000 common stock pursuant to a Director Agreement (Note 10(b)) and $174,996 of common stock issuable for 174,996 shares of common stock pursuant to an Officer Agreement (Note 10(c)).
|
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 and Officer Agreement.
|
b)
|
On July 17, 2023, the Company issued 20,000 shares of common stock to an arms length party for proceeds of $10,000.
|
a)
|
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 10. 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.
|
b)
|
During the nine months ended November 30, 2023, the Company accrued $100,000 of common stock issuable for 100,000 shares of common stock pursuant to Director Agreements
(Note 10(b)).
and $174,998 of common stock issuable for 174,998 shares of common stock pursuant to an Officer Agreement
(Note 10(c))
.
|
c)
|
During the nine months ended November 30, 2023, the Company received $100,000 of subscriptions from a company controlled by a Director of the Company pursuant to the issuance of 200,000 shares of common stock with a fair value of $200,000, resulting in the recognition of stock-based compensation of $100,000. At November30, 2023, the shares have not been issued and the fair value of $200,000 is included in common stock issuable.
|
F-10 |
9.
|
Concentrations
|
Customer
|
Nine Months
Ended
November 30, 2024
|
|||
1
|
30
|
%
|
||
2
|
11
|
%
|
Customer
|
Nine Months
Ended
November 30, 2023
|
|||
1
|
26
|
%
|
||
2
|
21
|
%
|
||
3
|
19
|
%
|
||
4
|
11
|
%
|
Customer
|
November 30,
2024
|
|||
1
|
30
|
%
|
||
2
|
18
|
%
|
||
3
|
12
|
%
|
Customer
|
February 29
,
2024
|
|||
1
|
65
|
%
|
10.
|
Commitments and Contingencies
|
a)
|
On February 3, 2022 (the "Effective Date"), the former CEO of the Company and the Company entered into a Share Purchase and Separation Agreement (the "Agreement") with the following terms: (a) former CEO sells the Company 7,125,000 shares of common stock of the Company and 3,700,000 shares of common stock of MiWay Finance, Inc. (the "Purchased Shares"), for $240,000, payable with a $150,000 cash payment within 10 days of the Effective Date; and (b) $10,000 per month for 9 consecutive months commencing April 1, 2022; (c) the Company will pay the former CEO current salary through February 2022; (d) former CEO shall retain ownership of 2,000,000 shares of the Company's common stock subject to a lockup/leak out whereby the former CEO is prohibited from selling any of the 2,000,000 Shares for a period of 18 months and thereafter, shall be permitted to sell no more than 5,000 shares per month. In addition, the former CEO agreed to forgive the $10,000 promissory note and accrued interest entered on September 7, 2021 with the Company, as well as $1,170 in expenses incurred on behalf of the Company. As of February 28, 2022, the Company received 7,025,000 of the 7,125,000 shares of common stock of the Company. The transaction closed on March 2, 2022, and the Company received the remaining 100,000 shares of common stock of the Company and 3,700,000 shares of common stock of Miway Finance Inc.
|
F-11 |
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.
|
c)
|
On March 1, 2023, the Company entered into agreements with a Director and COO of the Company for director services and management services for a term of 12 months and 3 years, respectively. In consideration for the services to be provided as a director, the Company agreed to pay the Officer and Director 100,000 restricted shares of common stock that will vest bi-monthly over the 12 months. In consideration for the services to be provided as the COO, the Company also agreed to pay the Officer and Director an additional 700,000 shares of common stock that will vest quarterly with 12 equal payments of 58,333 shares. During the year ended February 29, 2024, the Company recognized management fees of $233,330 and board member compensation of $100,000, representing the fair value of 333,330 shares of common stock issuable for services rendered for the period from March 2023 to February 2024. During the nine months ended November 30, 2024, the Company recognized management fees of $174,996 and board member compensation of $nil, representing the fair value of 174,996 shares of common stock issuable for services rendered for the period from March 2024 to November 30, 2024. As at November 30, 2024, a total of 424,993 (February 29, 2024 - 249,997 shares) shares of common stock remain issuable to the officer and director.
|
12.
|
Subsequent Event
|
F-12 |
·
|
Our results are vulnerable to economic conditions;
|
·
|
Our ability to raise adequate working capital;
|
·
|
Loss of customers or sales weakness;
|
·
|
Inability to achieve sales levels or other operating results;
|
·
|
The unavailability of funds for expansion purposes;
|
·
|
Operational inefficiencies;
|
·
|
Any further outbreaks of Covid-19 may negatively impact our business, results of operations and financial condition and could adversely affect the economies and financial markets worldwide, including closures of certain businesses, travel limitations, and requirements that individuals stay at home or shelter in place.
|
·
|
Increased competitive pressures from existing competitors and new entrants.
|
·
|
Whether our system will be adaptable to other countries besides South Africa
|
·
|
Whether we will develop interest in our software system in other countries we plan to expand into
|
·
|
The level of activity of credit facilities and their need for our software
|
3 |
4 |
5 |
Exhibit
Number
|
Description
|
|
31.1
|
|
Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2
|
|
Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.1
|
|
Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
32.2
|
|
Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101.INS
|
XBRL Instance Document
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
6 |
UPAY, INC.
|
|
By:
/s/ Jacob C. Folscher
|
|
Jacob C. Folscher
|
|
Chief Executive Officer / Chief Financial Officer
|
|
/Chief Accounting Officer)
|
7 |