Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended 

November 30, 2024

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, 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 

No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes 

No

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

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

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

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

No

The Company has 

16,228,544

 common shares outstanding as of January 13
, 2025

TABLE OF CONTENTS

		Page

	PART I — Financial Information
Item 1.	Consolidated Financial Statements (unaudited)	F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	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

UPAY, Inc.

Consolidated Financial Statements

(unaudited)

		Index

Table of Contents

Consolidated Balance Sheets (unaudited)		F-2

Consolidated Statements of Operations and Comprehensive Loss (unaudited)		F-3

Consolidated Statements of Stockholders’ Deficit and Accumulated Other Comprehensive Loss (unaudited)		F-4

Consolidated Statements of Cash Flows (unaudited)		F-6

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

F-1

UPAY, INC.

Consolidated Balance Sheets

(Expressed in U.S. dollars)

	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

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

F-2

UPAY, Inc.

Consolidated Statements of Operations and Comprehensive Loss

(Expressed in U.S. dollars)

(unaudited)

	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

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

F-3

UPAY, Inc.

Consolidated Statement of Stockholders’ Deficit and Accumulated Other Comprehensive Loss

(Expressed in U.S. dollars)

(unaudited)

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

Balance – February 28, 2023		17,190,211		$	17,190		$	535,275		$	13,334		$	(886,998	)	$	(60,828	)	$	(382,027	)
Stock subscriptions received		–			–			–			10,000			–			–			10,000
Common stock issuable for services		–			–			–			20,000			–			–			20,000
Net loss		–			–			–			–			(32,220	)		–			(32,220	)
Foreign currency translation adjustments		–			–			–			–			–			(8,552	)		(8,552	)
Balance – May 31, 2023		17,190,211		$	17,190		$	535,275		$	43,334		$	(919,218	)	$	(69,380	)	$	(392,799	)
Common stock issued for cash		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	)

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

F-4

UPAY, Inc.

Consolidated Statement of Stockholders’ Deficit and Accumulated Other Comprehensive Loss

(Expressed in U.S. dollars)

(unaudited)


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

Balance – February 28, 2024		15,708,544	$	15,708	$	1,116,590		$	313,331	$	(1,623,189	)	$	(77,247	)	$	(254,807	)
Common stock issuable for services		–		–		–			83,332		–			–			83,332
Net loss		–		–		–			–		(150,677	)		–			(150,677	)
Foreign currency translation adjustments		–		–		–			–		–			3,027			3,027
Balance – May 31, 2024		15,708,544	$	15,708	$	1,116,590		$	396,663	$	(1,773,866	)	$	(74,220	)	$	(319,125	)
Common stock issuable for services		–		–		–			83,332		–			–			83,332
Common stock issued for cash		200,000		200		99,800			–		–			–			100,000
Common stock issued for Huntpal LLC acquisition		220,000		220		(220	)		–		–			–			–
Net loss		–		–		–			–		(191,324	)		–			(191,324	)
Foreign currency translation adjustments		–		–		–			–		–			10,453			10,453
Balance – August 31, 2024		16,128,544	$	16,128	$	1,216,170		$	479,995	$	(1,965,190	)	$	(63,767	)	$	(316,664	)
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	)

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

F-5

UPAY, Inc.

Consolidated Statements of Cash Flows

(Expressed in U.S. dollars)

(unaudited)

	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		$	–

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

F-6

1. Nature of Operations and Continuance of Business

UPAY, Inc. (the “Company”) was incorporated in the State of Nevada on July 8, 2015. By a Share Exchange Agreement dated November 4, 2015, the Company agreed to acquire all of the issued and outstanding shares of Rent Pay (Pty) Ltd (“Rent Pay”), in exchange for 200,000 shares of the Company’s common stock. The acquisition was a capital transaction in substance and therefore was accounted for as a recapitalization. Rent Pay was incorporated in South Africa on February 1, 2012. Because Rent Pay was deemed to be the acquirer for accounting purposes, the consolidated financial statements are presented as a continuation of Rent Pay and include the results of operations of Rent Pay since incorporation on February 1, 2012, and the results of operations of the Company since the date of acquisition on November 4, 2015. On March 2, 2022, the Company acquired a controlling interest in Miway Finance Inc. (“Miway”), which was determined to be a transaction between entities under common control. On May 30, 2023, the Company incorporated a wholly-owned subsidiary, taking a 51% controlling interest in Huntpal LLC (“Huntpal”). On June 13, 2024, the Company acquired the remaining non-controlling interest in Huntpal, increasing its ownership to

100%. On May 28, 2024, the Company acquired a controlling interest in AML Go (Pty) Ltd (“AML”) which was incorporated on July 3, 2023. AML was determined to be an entity under common control, and the transaction was considered immaterial due to the nominal assets and liabilities at the time of acquisition.

Rent Pay operates principally in South Africa and engages in software development and licensing and provides services to the credit provider industry.

Summary of Significant Accounting Policies

Basis of Presentation

These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company’s fiscal year end is February 28. The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, Rent Pay and Huntpal LLC, and its controlled subsidiaries, Miway and AML. The Company owns 48% of Miway and 51% of AML. All significant intercompany transactions and accounts have been eliminated in consolidation.

Interim Financial Statements

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

Use of Estimates

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

Going Concern

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 November 30, 2024, the Company does not have revenues sufficient to execute its business plan. The Company intends to fund operations through equity financing arrangements. There is no assurance that this will be successful. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this

uncertainty

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its unaudited consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

F-7

Property and Equipment, Net

Property and equipment, net, consists of the following:

	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

During the nine months ended November 30, 2024, the Company recorded depreciation expense of $5,816 (2023

–

$15,718). During the nine months ended November 30, 2024, the Company acquired $nil (2023

–

$2,317) of computer equipment and $nil (2023

–

$21,827) of motor vehicles.

Right-Of-Use Assets, Net

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

	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

During the nine months ended November 30, 2024, the Company recorded rent expense of $16,253 (2023 - $14,955) related to Company’s right-of-use building and amortization expense of $nil (2023 - $888) related to the Company’s right-of-use vehicles. During the year ended February 29, 2024, the Company settled a lease obligation on a right-of-use vehicle with a carrying value of $1,894 and a remaining lease liability of $2,936, which resulted in a gain on settlement of lease of $1,042.

Due to Related Parties

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.

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.

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.

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.

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

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.

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.

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.

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.

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.

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)).

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.

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)).

Notes Payable

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.

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.

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.

Lease Liabilities

The Company commenced the leasing of a motor vehicle on October 10, 2018, for a term of five years. The monthly minimum lease payments were $519 (R9,456). The motor vehicle lease was classified as a finance lease. The interest rate underlying the obligation in the lease was 11.25% per annum. During the nine months ended November 30, 2024, the Company paid a total of $nil (2023 - $

1,080

) in principal and interest payments on the motor vehicle lease.

On May 10, 2023, the Company settled the motor vehicle finance leases for a settlement fee of $2,530 (R

47,204

) resulting in a gain on settlement of $1,052 (R

19,480

). Upon the payment of the settlement fee, the vehicle title was transferred immediately to the Company and has been allocated to the Company’s property and equipment to be depreciated over the remainder of its useful life.

On February 1, 2021, the Company entered a two-year lease with a renewal option for office space in South Africa. The term of the renewal agreement is for an additional two years and commenced on February 1, 2023. Rental payments are due at the beginning of each month and increase at an annual rate of 7%. The base monthly rental rate is $1,209 (R

22,000

) for the first year, $1,294 (R

23,540

) in the second year, $1,384 (R

25,188

) in the third year, and $1,481 (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 $1,704 (R

31,000

) for the first year and $1,806 (R

32,860

) in the second year. The office space lease was classified as an operating lease. The interest rate underlying the obligation in the lease was 7% per annum.

F-9

The following is a schedule by years of future minimum lease payments under the remaining finance leases together with the present value of the net minimum lease payments as of November 30, 2024:

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	$	–

Common Stock

Share transactions for the nine months ended November 30, 2024:

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.

On July 22, 2024, the Company issued 200,000 shares of common stock for proceeds of $100,000.

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.

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)).

Share transactions for the nine months November 30,2023:

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.

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

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.

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))

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

Concentrations

The Company’s revenues were concentrated among two customers for the nine months ended November 30, 2024, and four customers for the nine months ended November 30, 2023.

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	%

The Company’s receivables were concentrated among three customers as at November 30, 2024, and one customer as at February 29, 2024:

Customer	November 30, 2024

1		30	%
2		18	%
3		12	%

Customer	February 29 , 2024

1		65	%

10.

Commitments and Contingencies

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.

F-11

On September 1, 2022, the Company entered into an agreement with a Director of the Company for a term of 12 months. In consideration for the services to be provided, the Company agreed to pay the Director 100,000 restricted shares of common stock that will vest bi-monthly over the 12 months. During the year ended February 28, 2023, the Company recognized board member compensation of $40,000, representing the fair value of 50,000 shares of common stock issuable for services rendered for the period from September 2022 to February 2023. During the year ended February 28, 2023, the Company issued 33,333 of the 50,000 shares issuable, leaving a balance of 16,667 shares still issuable at February 28, 2023. During the year ended

February 29, 2024

, the Company recognized board member compensation of $40,000, representing the fair value of 50,000 shares of common stock issuable for services rendered for the period from March 2023 to August 2023. During the year ended

February 29, 2024

, another 50,000 shares were issued.

On August 16, 2023, the Company extended its Agreement with the Director for a new term of 12 months, effective September 1, 2023. In consideration of services to be rendered, the Company shall pay the director 100,000 restricted shares of common stock, of which 50,000 shares will vest every 6 months over the term. Pursuant to the terms of the extended agreement, the Company recognized board member compensation of $50,000, representing a fair value of 50,000 shares of common stock issuable for services rendered for the period from March 2024 to August 2024. As at

November 30, 2024

, a total of 116,667 shares (February 29, 2024 – 66,667 shares) of common stock remain issuable to the director.

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.

11.

Deposit

On October 15, 2021, the Company paid a R800,000 deposit to set up an electronic funds transfer debit facility with a vendor, which does not require a physical facility. During the year ended February 29, 2024, R600,000 of the deposit was returned to the Company. As at November 30, 2024, the balance of the deposit was $11,085 (R200,000) (February 29, 2024

–

$10,408 (R

200,000

). The deposit will remain for as long as the Company uses the facility.

12.

Subsequent Event

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

F-12

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

FORWARD-LOOKING STATEMENTS

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

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

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

Our results are vulnerable to economic conditions;

Our ability to raise adequate working capital;

Loss of customers or sales weakness;

Inability to achieve sales levels or other operating results;

The unavailability of funds for expansion purposes;

Operational inefficiencies;

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

Increased competitive pressures from existing competitors and new entrants.

Trends and Uncertainties

Our business is subject to the following trends and uncertainties:

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

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

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

Results of Operations: For the 3 months ended November 30, 2024 and November 30, 2023

Revenues

Our revenues for the 3-month period ended November 30, 2024 and 2023 were $150,366 and $364,360, respectively, reflecting decreased revenues of $213,994. The $213,994 of decreased revenues is primarily attributable to the decrease in transactional revenue in our South African operations.

Net Loss/Profit

We had net losses of $159,184 and $302,077 for the 3-months ended November 30, 2024 and November 30, 2023, respectively, reflecting a decreased net loss of $142,893, which is primarily attributable to the decrease in transactional revenue in our South African operations.

Expenses

We incurred total expenses of $256,788 and $493,669, respectively, for the 3-month period ended November 30, 2024 and 2023, reflecting decreased expenses of $236,881, which is primarily attributable to a decrease in general and administrative expenses.

Results of Operations: For the 9 months ended November 30, 2024 and November 30, 2023

Revenues

Our revenues for the 9-month period ended November 30, 2024 and 2023 were $575,686 and $1,060,978, respectively, reflecting decreased revenues of $485,292, which is primarily attributable to a decrease in transactional revenue in our South African operations.

Net Loss/Profit

We had net losses of $501,185 and $508,915 for the 9-months ended November 30, 2024 and 2023, respectively, reflecting decreased net loss of 7,720, which is primarily attributable to a decrease in general and administrative expenses.

Expenses

We incurred total expenses of $826,599 and $1,067,008, respectively, for the 9-month period ended November 30, 2024 and 2023, reflecting decreased total expenses of $240,409, which is primarily attributable to a decrease in cost of sales.

Liquidity and Capital Resources

We had negative working capital of $314,287 at November 30, 2024 and negative working capital of $229,865 for our year end at February 28, 2024, representing increased negative working capital of $84,422.

Our net cash used in operating activities was negative $741,637 and $40,963 for the 9 months ended November 30, 2024 and 2023, respectively, reflecting decreased net cash used in operating activities of $700,674.

Our net cash used in investing activities were $- and $23,316 , respectively, for the 9 months ended November 30, 2024 and 2023, reflecting decreased net cash used in investing activities of $23,216.

Our net cash provided by financing activities was $100,000 and $185,486 for the 9-month period ended November 30, 2024 and 2023, respectively, reflecting decreased net cash of $85,486 provided by financing activities of $85,486.

Off-Balance sheet arrangements

None.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Management’s Report on Internal Control over Financial Reporting

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of November 30, 2024. Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of November 30, 2024, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed by us under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

As of November 30, 2024, we did not maintain effective controls over our control environment. Specifically, we have not developed and effectively communicated to our employees our accounting policies and procedures. This has resulted in inconsistent practices. Further, the Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness

Our management, including our principal executive officer and principal financial officer, do not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We will continue to evaluate the effectiveness of internal controls and procedures on an on-going basis.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

We know of no material pending legal proceedings to which our company or our subsidiary is a party or of which any of our properties, or the properties of our subsidiary, is the subject. In addition, we do not know of any such proceedings contemplated by any governmental authorities.

We know of no material proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder is a party adverse to our company or our subsidiary or has a material interest adverse to our company or our subsidiary.

Item 1A. Risk Factors

As a smaller reporting company, we are not required to provide risk factors.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On July 22, 2024, we issued 200,000 restricted common stock shares of common stock to (an Accredited Investor?) for proceeds of $100,000.

On September 6, 2024, we issued 100,000 restricted common stock shares to (an Accredited Investor?) at a fair value of $67,000 for legal services, which shares vest on September 6, 2025.

During the nine months ended November 30, 2024, we

accrued $50,000 of common stock issuable for 50,000 restricted common stock shares pursuant to a Director Agreement (

See

Note 10(b)) and $174,996 of common stock issuable for 174,996 restricted common stock shares pursuant to an Officer Agreement (

See

Note 10(c)).

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures.

None

Item 5. Other information

None.

Item 6. Exhibits.

EXHIBIT INDEX

Exhibit Number		Description
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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: January 13, 2025

UPAY, INC.



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

EXHIBIT 31.1

CERTIFICATION

CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Jacob C. Folscher, certify that:

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

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

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

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

(a)

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

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

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

(d)

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

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

(a)

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

(b)

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

Date: January 13, 2025

/s/ Jacob C. Folscher
Jacob C. Folscher
(Principal Executive Officer & Chief Executive Officer)

EXHIBIT 31.2

CERTIFICATION

CHIEF FINANCIAL OFFICER/CHIEF ACCOUNTING OFFICER

PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Jacob C. Folscher, certify that:

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

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

(a)

(b)

(c)

(d)

(a)

(b)

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

Date: January 13, 2025

/s/ Jacob C. Folscher
Jacob C. Folscher
Chief Financial Officer/Chief Accounting Officer

(Principal Financial Officer and Principal Accounting Officer)

EXHIBIT 32.1

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

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

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

The Quarterly Report on Form 10-Q for the quarter ended November 30, 2024 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the Form 10-Q.

Date: January 13, 2025

/s/ Jacob C. Folscher
Jacob C. Folscher
Principal Executive Officer/Chief Executive Officer

(Principal Executive Officer and Chief Executive Officer)

EXHIBIT 32.2

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

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

Date: January 13, 2025

/s/ Jacob C. Folscher
Jacob C. Folscher
Chief Financial Officer/Chief Accounting Officer

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

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

Cover - shares	9 Months Ended
Cover - shares	Nov. 30, 2024	Jan. 10, 2025
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Nov. 30, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--02-28
Entity File Number	333-212447
Entity Registrant Name	UPAY, Inc.
Entity Central Index Key	0001677897
Entity Tax Identification Number	37-1793622
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	3010 LBJ Freeway
Entity Address, Address Line Two	12th Floor
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75234
City Area Code	972
Local Phone Number	888-6052
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		16,228,544

Consolidated Balance Sheets	Nov. 30, 2024 USD ($)	Feb. 29, 2024 USD ($)
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
Current Liabilities
Accounts payable and accrued liabilities	69,196	572,904
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	0	0
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
Related Party [Member]
Current Liabilities
Due to related parties (Note 5)	$ 74,259	$ 54,774

Consolidated Balance Sheets (Parenthetical) - $ / shares	Nov. 30, 2024	Feb. 29, 2024
Statement of Financial Position [Abstract]
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	10,000,000	10,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	100,000,000	100,000,000
Common Stock, Shares, Issued	16,228,544	15,708,544
Common Stock, Shares, Outstanding	16,228,544	15,708,544

Consolidated Statements of Operations and Comprehensive Loss	3 Months Ended		9 Months Ended
	Nov. 30, 2024 USD ($) $ / shares shares	Nov. 30, 2023 USD ($) $ / shares shares	Nov. 30, 2024 USD ($) $ / shares shares	Nov. 30, 2023 USD ($) $ / shares shares
Income Statement [Abstract]
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)	0	0	0	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)	0	0	0	1,052
Gain on disposal on equipment	0	622	0	622
Loss Before Income Taxes	(159,184)	(302,077)	(501,185)	(508,915)
Provision for income taxes	0	0	0	0
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 \| $ / shares	$ (0.01)	$ (0.02)	$ (0.03)	$ (0.03)
Net Loss Per Share – Diluted \| $ / shares	$ (0.01)	$ (0.02)	$ (0.03)	$ (0.03)
Weighted-average Common Shares Outstanding – Basic \| shares	16,740,856	16,242,600	16,504,190	17,123,815
Weighted-average Common Shares Outstanding – Diluted \| shares	16,740,856	16,242,600	16,504,190	17,123,815

Consolidated Statement of Stockholders' Deficit and Accumulated Other Comprehensive Loss - USD ($)	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Common Stock Issuable [Member]	Accumulated Deficit [Member]	Accumulated Other Comprehensive Loss [Member]
Beginning balance at Feb. 28, 2023	$ (382,027)	$ 17,190	$ 535,275	$ 13,334	$ (886,998)	$ (60,828)
Beginning balance, Shares at Feb. 28, 2023		17,190,211
Stock subscriptions received	10,000			10,000
Common stock issuable for services	20,000			20,000
Net loss	(32,220)				(32,220)
Foreign currency translation adjustments	(8,552)					(8,552)
Ending balance at May. 31, 2023	(392,799)	$ 17,190	535,275	43,334	(919,218)	(69,380)
Ending Balance, Shares at May. 31, 2023		17,190,211
Beginning balance at Feb. 28, 2023	(382,027)	$ 17,190	535,275	13,334	(886,998)	(60,828)
Beginning balance, Shares at Feb. 28, 2023		17,190,211
Common stock issued for services	0
Forgiveness of amount owing for repurchase of common stock	70,000
Net loss	(508,915)
Foreign currency translation adjustments	(11,186)
Ending balance at Nov. 30, 2023	(130,630)	$ 15,508	916,790	404,999	(1,395,913)	(72,014)
Ending Balance, Shares at Nov. 30, 2023		15,508,544
Beginning balance at May. 31, 2023	(392,799)	$ 17,190	535,275	43,334	(919,218)	(69,380)
Beginning balance, Shares at May. 31, 2023		17,190,211
Common stock issued for services		$ 133	123,200	(123,333)
Common stock issued for services, Shares		133,333
Common stock issuable for services	186,666			186,666
Common stock issued for cash	200,000	$ 220	209,780	(10,000)
Common stock issued for cash, Shares		220,000
Net loss	(174,618)				(174,618)
Foreign currency translation adjustments	4,776					4,776
Ending balance at Aug. 31, 2023	(175,975)	$ 17,543	868,255	96,667	(1,093,836)	(64,604)
Ending Balance, Shares at Aug. 31, 2023		17,543,544
Common stock subscriptions received	200,000			200,000
Cancellation of common stock	(23,500)	$ (2,035)	(21,465)
Cancellation of common stock, Shares		(2,035,000)
Common stock issuable for services	108,332			108,332
Forgiveness of amount owing for repurchase of common stock	70,000		70,000
Net loss	(302,077)				(302,077)
Foreign currency translation adjustments	(7,410)					(7,410)
Ending balance at Nov. 30, 2023	(130,630)	$ 15,508	916,790	404,999	(1,395,913)	(72,014)
Ending Balance, Shares at Nov. 30, 2023		15,508,544
Beginning balance at Feb. 29, 2024	(254,807)	$ 15,708	1,116,590	313,331	(1,623,189)	(77,247)
Beginning balance, Shares at Feb. 29, 2024		15,708,544
Common stock issuable for services	83,332			83,332
Net loss	(150,677)				(150,677)
Foreign currency translation adjustments	3,027					3,027
Ending balance at May. 31, 2024	(319,125)	$ 15,708	1,116,590	396,663	(1,773,866)	(74,220)
Ending Balance, Shares at May. 31, 2024		15,708,544
Beginning balance at Feb. 29, 2024	(254,807)	$ 15,708	1,116,590	313,331	(1,623,189)	(77,247)
Beginning balance, Shares at Feb. 29, 2024		15,708,544
Common stock issued for services	67,000
Forgiveness of amount owing for repurchase of common stock	0
Net loss	(501,185)
Foreign currency translation adjustments	6,431
Ending balance at Nov. 30, 2024	(357,565)	$ 16,228	1,283,070	538,327	(2,124,374)	(70,816)
Ending Balance, Shares at Nov. 30, 2024		16,228,544
Beginning balance at May. 31, 2024	(319,125)	$ 15,708	1,116,590	396,663	(1,773,866)	(74,220)
Beginning balance, Shares at May. 31, 2024		15,708,544
Common stock issuable for services	83,332			83,332
Common stock issued for cash	100,000	$ 200	99,800
Common stock issued for cash, Shares		200,000
Net loss	(191,324)				(191,324)
Common stock issued for Huntpal LLC acquisition, Shares		220,000
Common stock issued for Huntpal LLC acquisition		$ 220	(220)
Foreign currency translation adjustments	10,453					10,453
Ending balance at Aug. 31, 2024	(316,664)	$ 16,128	1,216,170	479,995	(1,965,190)	(63,767)
Ending Balance, Shares at Aug. 31, 2024		16,128,544
Common stock issued for services	67,000	$ 100	66,900
Common stock issued for services, Shares		100,000
Common stock issuable for services	58,332			58,332
Net loss	(159,184)				(159,184)
Foreign currency translation adjustments	(7,049)					(7,049)
Ending balance at Nov. 30, 2024	$ (357,565)	$ 16,228	$ 1,283,070	$ 538,327	$ (2,124,374)	$ (70,816)
Ending Balance, Shares at Nov. 30, 2024		16,228,544

Consolidated Statements of Cash Flows	3 Months Ended				9 Months Ended		12 Months Ended
Consolidated Statements of Cash Flows	Nov. 30, 2024 USD ($)	May 31, 2024 USD ($)	Nov. 30, 2023 USD ($)	May 31, 2023 USD ($)	Nov. 30, 2024 USD ($)	Nov. 30, 2023 USD ($)	Feb. 29, 2024 USD ($)
Cash Flows from Operating Activities
Net Loss	$ (159,184)	$ (150,677)	$ (302,077)	$ (32,220)	$ (501,185)	$ (508,915)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of right-of-use assets	0		0		0	888
Common stock issued or issuable for services					236,163	314,998
Depreciation	1,961		2,528		5,816	15,718
Gain on disposal of equipment	0		(622)		0	(622)
Gain on settlement of lease	0		0		0	(1,052)	$ (1,042)
Interest expense on lease liability					0	66
Stock-based compensation					0	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					0	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					0	(24,144)
Proceeds received on disposal of property and equipment					0	828
Net Cash Used in Investing Activities					0	(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					0	4,000
Repayment of notes payable to related party					0	(4,000)
Repurchase and cancellation of common stock					0	(23,500)
Repayment of lease liabilities					0	(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	642,846	662,991	662,991
Cash and Cash Equivalents - End of Period	31,935		845,985		31,935	845,985	$ 642,846
Supplemental Disclosures of Cash Flow Information:
Interest paid					25,220	25,031
Income taxes paid					0	0
Non-cash Investing and Financing Activities:
Forgiveness of amount owing for repurchase of common stock			$ 70,000		0	70,000
Common stock issued for services	$ 67,000				67,000	0
Common stock issued for acquisition of Huntpal LLC					$ 147,400	$ 0

Nature of Operations and Continuance of Business	9 Months Ended
Nature of Operations and Continuance of Business	Nov. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of operations and continuance of business	1. Nature of Operations and Continuance of Business UPAY, Inc. (the “Company”) was incorporated in the State of Nevada on July 8, 2015. By a Share Exchange Agreement dated November 4, 2015, the Company agreed to acquire all of the issued and outstanding shares of Rent Pay (Pty) Ltd (“Rent Pay”), in exchange for 200,000 shares of the Company’s common stock. The acquisition was a capital transaction in substance and therefore was accounted for as a recapitalization. Rent Pay was incorporated in South Africa on February 1, 2012. Because Rent Pay was deemed to be the acquirer for accounting purposes, the consolidated financial statements are presented as a continuation of Rent Pay and include the results of operations of Rent Pay since incorporation on February 1, 2012, and the results of operations of the Company since the date of acquisition on November 4, 2015. On March 2, 2022, the Company acquired a controlling interest in Miway Finance Inc. (“Miway”), which was determined to be a transaction between entities under common control. On May 30, 2023, the Company incorporated a wholly-owned subsidiary, taking a 51% controlling interest in Huntpal LLC (“Huntpal”). On June 13, 2024, the Company acquired the remaining non-controlling interest in Huntpal, increasing its ownership to 100%. On May 28, 2024, the Company acquired a controlling interest in AML Go (Pty) Ltd (“AML”) which was incorporated on July 3, 2023. AML was determined to be an entity under common control, and the transaction was considered immaterial due to the nominal assets and liabilities at the time of acquisition. Rent Pay operates principally in South Africa and engages in software development and licensing and provides services to the credit provider industry.

Summary of Significant Accounting Policies

9 Months Ended

Nov. 30, 2024

Accounting Policies [Abstract]

Summary of significant accounting policies

Summary of Significant Accounting Policies

Basis of Presentation

Interim Financial Statements

Use of Estimates

Going Concern

uncertainty

Recent Accounting Pronouncements

Property and Equipment, Net

9 Months Ended

Nov. 30, 2024

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

Property and equipment, net, consists of the following:

	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

During the nine months ended November 30, 2024, the Company recorded depreciation expense of $5,816 (2023

–

$15,718). During the nine months ended November 30, 2024, the Company acquired $nil (2023

–

$2,317) of computer equipment and $nil (2023

–

$21,827) of motor vehicles.

Right-Of-Use Assets, Net

9 Months Ended

Nov. 30, 2024

Right-of-use Assets Net

Right-of-use assets, net

Right-Of-Use Assets, Net

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

	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

Due to Related Parties

9 Months Ended

Nov. 30, 2024

Due to related parties

Due to Related Parties

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.

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.

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.

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.

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

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.

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.

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.

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.

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)).

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.

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)).

Notes Payable

9 Months Ended

Nov. 30, 2024

Debt Disclosure [Abstract]

Notes payable

Notes Payable

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.

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.

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.

Lease Liabilities

9 Months Ended

Nov. 30, 2024

Leases [Abstract]

Lease Liabilities

1,080

) in principal and interest payments on the motor vehicle lease.

On May 10, 2023, the Company settled the motor vehicle finance leases for a settlement fee of $2,530 (R

47,204

) resulting in a gain on settlement of $1,052 (R

19,480

22,000

) for the first year, $1,294 (R

23,540

) in the second year, $1,384 (R

25,188

31,000

) for the first year and $1,806 (R

32,860

) in the second year. The office space lease was classified as an operating lease. The interest rate underlying the obligation in the lease was 7% per annum.

The following is a schedule by years of future minimum lease payments under the remaining finance leases together with the present value of the net minimum lease payments as of November 30, 2024:

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	$	–

Common Stock

9 Months Ended

Nov. 30, 2024

Equity [Abstract]

Common Stock

Share transactions for the nine months ended November 30, 2024:

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.

On July 22, 2024, the Company issued 200,000 shares of common stock for proceeds of $100,000.

5-year

During the nine months ended November 30, 2024,

Share transactions for the nine months November 30,2023:

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

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))

Concentrations

9 Months Ended

Nov. 30, 2024

Risks and Uncertainties [Abstract]

Concentrations

The Company’s revenues were concentrated among two customers for the nine months ended November 30, 2024, and four customers for the nine months ended November 30, 2023.

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	%

The Company’s receivables were concentrated among three customers as at November 30, 2024, and one customer as at February 29, 2024:

Customer	November 30, 2024

1		30	%
2		18	%
3		12	%

Customer	February 29 , 2024

1		65	%

Commitments and Contingencies

9 Months Ended

Nov. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

10.

Commitments and Contingencies

February 29, 2024

, another 50,000 shares were issued.

November 30, 2024

, a total of 116,667 shares (February 29, 2024 – 66,667 shares) of common stock remain issuable to the director.

Deposit	9 Months Ended
Deposit	Nov. 30, 2024
Deposit
Deposit	11. Deposit On October 15, 2021, the Company paid a R800,000 deposit to set up an electronic funds transfer debit facility with a vendor, which does not require a physical facility. During the year ended February 29, 2024, R600,000 of the deposit was returned to the Company. As at November 30, 2024, the balance of the deposit was $11,085 (R200,000) (February 29, 2024 – $10,408 (R 200,000 ). The deposit will remain for as long as the Company uses the facility.

Subsequent Event

9 Months Ended

Nov. 30, 2024

Subsequent Events [Abstract]

Subsequent Event

12.

Subsequent Event

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

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Nov. 30, 2024

Accounting Policies [Abstract]

Basis of presentation

Basis of Presentation

Interim financial statements

Interim Financial Statements

Use of estimates

Use of Estimates

Going concern

Going Concern

uncertainty

Recent accounting pronouncements

Recent Accounting Pronouncements

Property and Equipment, Net (Tables)

9 Months Ended

Nov. 30, 2024

Property, Plant and Equipment [Abstract]

Schedule of property and equipment

Property and equipment, net, consists of the following:

	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

Right-Of-Use Assets, Net (Tables)

9 Months Ended

Nov. 30, 2024

Right-of-use Assets Net

Schedule of right-of-use assets, net

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

	Cost		Accumulated Amortization			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

Lease Liabilities (Tables)

9 Months Ended

Nov. 30, 2024

Leases [Abstract]

Schedule of Future Minimum Lease Payment

The following is a schedule by years of future minimum lease payments under the remaining finance leases together with the present value of the net minimum lease payments as of November 30, 2024:

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	$	–

Concentrations (Tables)

9 Months Ended

Nov. 30, 2024

Risks and Uncertainties [Abstract]

Schedules of Concentration of Risk, by Risk Factor

The Company’s revenues were concentrated among two customers for the nine months ended November 30, 2024, and four customers for the nine months ended November 30, 2023.

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	%

The Company’s receivables were concentrated among three customers as at November 30, 2024, and one customer as at February 29, 2024:

Customer	November 30, 2024

1		30	%
2		18	%
3		12	%

Customer	February 29 , 2024

1		65	%

Nature of Operations and Continuance of Business (Details Narrative) - HuntPal [Member]	Jun. 13, 2024	May 30, 2023
Nature of Operations and Continuance of Business [Line Items]
Business combination step acquistion equity interest in acquiree including step acquistion percentage	100.00%
Controlling Interest Increase from Sale of Parent Equity Interest		51.00%

Summary of Significant Accounting Policies (Details Narrative)	Feb. 29, 2024	Feb. 28, 2023
MiWay Finance [Member]
Accounting Policies [Line Items]
Equity method investment ownership percentage	48.00%	51.00%

Property and Equipment, Net (Details) - USD ($)	Nov. 30, 2024	Feb. 29, 2024
Property, Plant and Equipment [Line Items]
Cost	$ 260,245
Accumulated Depreciation	(242,054)
Net Carrying Value	18,191	$ 22,638
Computer equipment [Member]
Property, Plant and Equipment [Line Items]
Cost	14,427
Accumulated Depreciation	(11,910)
Net Carrying Value	2,517	4,186
Computer software [Member]
Property, Plant and Equipment [Line Items]
Cost	206,000
Accumulated Depreciation	(205,915)
Net Carrying Value	85	325
Furniture and fixtures [Member]
Property, Plant and Equipment [Line Items]
Cost	10,228
Accumulated Depreciation	(8,485)
Net Carrying Value	1,743	2,074
Motor vehicle [Member]
Property, Plant and Equipment [Line Items]
Cost	25,194
Accumulated Depreciation	(11,770)
Net Carrying Value	13,424	15,414
Office equipment [Member]
Property, Plant and Equipment [Line Items]
Cost	4,396
Accumulated Depreciation	(3,974)
Net Carrying Value	$ 422	$ 639

Property and Equipment, Net (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Nov. 30, 2024	Nov. 30, 2023	Nov. 30, 2024	Nov. 30, 2023
Property, Plant and Equipment [Line Items]
Depreciation	$ 1,961	$ 2,528	$ 5,816	$ 15,718
Payments to acquire property, plant, and equipment			0	24,144
Computer equipment [Member]
Property, Plant and Equipment [Line Items]
Payments to acquire property, plant, and equipment			0	2,317
Motor vehicle [Member]
Property, Plant and Equipment [Line Items]
Payments to acquire property, plant, and equipment			$ 0	$ 21,827

Right-Of-Use Assets, Net (Details) - USD ($)	9 Months Ended
Right-Of-Use Assets, Net (Details) - USD ($)	Nov. 30, 2024	Feb. 29, 2024
Lease, cost	$ 63,443
Accumulated depreciation	(59,832)
Right-of-use assets, net	3,611	$ 18,169
Building Lease [Member]
Operating lease, cost	63,443
Right-of-use building, accumulated amortization	(59,832)
Operating lease, right-of-use asset	$ 3,611	$ 18,169

Right-Of-Use Assets, Net (Details Narrative)			3 Months Ended		9 Months Ended		12 Months Ended
Right-Of-Use Assets, Net (Details Narrative)	May 10, 2023 USD ($)	May 10, 2023 INR (₨)	Nov. 30, 2024 USD ($)	Nov. 30, 2023 USD ($)	Nov. 30, 2024 USD ($)	Nov. 30, 2023 USD ($)	Feb. 29, 2024 USD ($)
Right-of-use Assets Net
Rent expense					$ 16,253	$ 14,955
Operating lease, right-of-use asset, amortization expense					0	888
Gain on settlement of lease	$ 1,052	₨ 19,480	$ 0	$ 0	$ 0	$ 1,052	$ 1,042
Carrying value of lease							1,894
Remaining lease liability							$ 2,936

Due to Related Parties (Details Narrative)				9 Months Ended				12 Months Ended
Due to Related Parties (Details Narrative)	Feb. 11, 2022 USD ($)	Sep. 07, 2021 USD ($)	Mar. 24, 2021 USD ($)	Nov. 30, 2024 USD ($)	Nov. 30, 2024 INR (₨)	Nov. 30, 2023 USD ($)	Nov. 30, 2023 INR (₨)	Feb. 29, 2024 USD ($)	Sep. 09, 2022 USD ($)	May 02, 2022 USD ($)	Feb. 28, 2022 USD ($)	Apr. 14, 2021 USD ($)
Related Party Transaction [Line Items]
Notes Payable Related Parties Current				$ 251,000				$ 251,000
Related Party [Member]
Related Party Transaction [Line Items]
Due to related parties, current				74,259				54,774
Chief Operating Officer [Member] \| Deferred Compensation Arrangement with Individual Three [Member]
Related Party Transaction [Line Items]
Deferred share based compensation arrangement management fees incurred				174,996				233,330
Chief Operating Officer [Member] \| Deferred Compensation Arrangement with Individual Three [Member] \| Director And Officer Agreement One [Member]
Related Party Transaction [Line Items]
Deferred share based compensation arrangement management fees incurred				174,996		$ 174,998
New Director [Member] \| Deferred Compensation Arrangement with Individual Three [Member] \| Director And Officer Agreement One [Member]
Related Party Transaction [Line Items]
Deferred share based compensation arrangement management fees incurred				0		75,000
Director And Officer [Member]
Related Party Transaction [Line Items]
Notes Payable Related Parties Current				600				0
Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Salary and wage, officer, excluding cost of good and service sold				81,332	₨ 1,479,774	83,522	₨ 1,558,145
Chief Executive Officer [Member] \| Convertible Notes Payable [Member]
Related Party Transaction [Line Items]
Notes payable			$ 10,000
Debt instrument, interest rate, stated percentage			10.00%
Debt instrument, maturity date			Mar. 24, 2022
Chief Executive Officer [Member] \| Convertible Notes Payable [Member] \| Related Party [Member]
Related Party Transaction [Line Items]
Due to related parties, current				10,000				10,000
Due to related parties				3,690				2,963
Chief Executive Officer [Member] \| Convertible Notes Payable 1 [Member]
Related Party Transaction [Line Items]
Notes payable		$ 10,000
Debt instrument, interest rate, stated percentage		10.00%
Debt instrument, maturity date		Mar. 07, 2022
Chief Executive Officer [Member] \| Convertible Notes Payable 1 [Member] \| Related Party [Member]
Related Party Transaction [Line Items]
Due to related parties, current				10,000				10,000
Due to related parties				3,233				2,479
Chief Executive Officer [Member] \| Convertible Notes Payable 2 [Member]
Related Party Transaction [Line Items]
Notes payable	$ 20,000
Debt instrument, interest rate, stated percentage	10.00%
Chief Executive Officer [Member] \| Convertible Notes Payable 2 [Member] \| Related Party [Member]
Related Party Transaction [Line Items]
Due to related parties, current				20,000				20,000
Due to related parties				5,606				4,099
Director [Member]
Related Party Transaction [Line Items]
Notes payable												$ 26,000
Debt instrument, interest rate, stated percentage												10.00%
Director [Member] \| Related Party [Member]
Related Party Transaction [Line Items]
Due to related parties, current				26,000				26,000
Due to related parties				9,445				7,487
Director [Member] \| Director Agreement [Member]
Related Party Transaction [Line Items]
Salary and wage, officer, excluding cost of good and service sold				50,000		65,000
Director [Member]
Related Party Transaction [Line Items]
Notes payable	$ 130,000
Debt instrument, interest rate, stated percentage	10.00%
Debt instrument, maturity date	Feb. 11, 2023
Salary and wage, officer, excluding cost of good and service sold				3,297	₨ 60,000	$ 0
Director [Member] \| Related Party [Member]
Related Party Transaction [Line Items]
Due to related parties, current				130,000				130,000
Due to related parties				36,436				$ 26,641
Director [Member] \| Third Party Lender1 [Member]
Related Party Transaction [Line Items]
Notes payable											$ 15,000
Debt instrument, interest rate, stated percentage											10.00%
Debt instrument, maturity date								Oct. 13, 2023
Director [Member] \| Third Party Lender1 [Member] \| Related Party [Member]
Related Party Transaction [Line Items]
Due to related parties, current				15,000				$ 15,000
Due to related parties				5,449				4,319
Director [Member]
Related Party Transaction [Line Items]
Notes payable										$ 25,000
Debt instrument, interest rate, stated percentage										10.00%
Director [Member] \| Related Party [Member]
Related Party Transaction [Line Items]
Due to related parties				6,459				4,575
Director [Member] \| Director Agreement [Member] \| Related Party [Member]
Related Party Transaction [Line Items]
Due to related parties, current				25,000				25,000
Director [Member]
Related Party Transaction [Line Items]
Notes payable									$ 15,000
Debt instrument, interest rate, stated percentage									10.00%
Director [Member] \| Related Party [Member]
Related Party Transaction [Line Items]
Due to related parties				3,341				2,211
Director [Member] \| Director Agreement [Member] \| Related Party [Member]
Related Party Transaction [Line Items]
Due to related parties, current				$ 15,000				$ 15,000

Notes Payable (Details Narrative) - USD ($)	Oct. 22, 2021	May 27, 2020	Nov. 30, 2024	Feb. 29, 2024	May 20, 2020
Third Party Lender [Member]
Debt Instrument [Line Items]
Notes payable					$ 25,000
Debt Instrument, Interest Rate, Stated Percentage					10.00%
Accounts Payable, Current			$ 11,336	$ 9,452
Third Party Lender 2 [Member]
Debt Instrument [Line Items]
Notes payable	$ 25,500
Debt Instrument, Interest Rate, Stated Percentage	10.00%
Debt Instrument, Maturity Date	Oct. 13, 2023
Accounts Payable, Current			7,929	6,008
U S Small Business Administration [Member]
Debt Instrument [Line Items]
Notes payable		$ 77,800
Debt Instrument, Interest Rate, Stated Percentage		3.75%
Debt instrument, periodic payment		$ 380
Accounts Payable, Current			$ 12,393	$ 10,195

Lease Liabilities (Details) - Building Lease [Member]	Nov. 30, 2024 USD ($)
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	$ 0

Lease Liabilities (Details Narrative)				3 Months Ended		9 Months Ended		12 Months Ended
Lease Liabilities (Details Narrative)	May 10, 2023 USD ($)	May 10, 2023 INR (₨)	Feb. 01, 2021 USD ($)	Nov. 30, 2024 USD ($)	Nov. 30, 2023 USD ($)	Nov. 30, 2024 USD ($)	Nov. 30, 2023 USD ($)	Feb. 29, 2024 USD ($)	Nov. 30, 2024 INR (₨)	Jan. 26, 2023 USD ($)	Feb. 01, 2021 INR (₨)
Lessee, Lease, Description [Line Items]
Finance and operating lease interest rate						11.25%
Repayment of lease liabilities	$ 2,530	₨ 47,204				$ 0	$ 1,014
Gain (loss) on termination of lease	$ 1,052	₨ 19,480		$ 0	$ 0	0	1,052	$ 1,042
South Africa [Member] \| Office Space [Member]
Lessee, Lease, Description [Line Items]
Operating lease term			2 years								2 years
Operating lease annual increase in base rent percentage			7.00%
South Africa [Member] \| Office Space [Member] \| First year [Member]
Lessee, Lease, Description [Line Items]
Operating lease monthly rent payable			$ 1,209								₨ 22,000
South Africa [Member] \| Office Space [Member] \| Second year [Member]
Lessee, Lease, Description [Line Items]
Operating lease monthly rent payable			1,294								23,540
South Africa [Member] \| Office Space [Member] \| Third year [Member]
Lessee, Lease, Description [Line Items]
Operating lease monthly rent payable			1,384								25,188
South Africa [Member] \| Office Space [Member] \| Final year [Member]
Lessee, Lease, Description [Line Items]
Operating lease monthly rent payable			$ 1,481								₨ 26,951
South Africa [Member] \| Office Space As Per Renewal Agreement [Member]
Lessee, Lease, Description [Line Items]
Operating lease renewal term			2 years								2 years
Operating lease weighted average discount rate percentage										7.00%
South Africa [Member] \| Office Space As Per Renewal Agreement [Member] \| First year [Member]
Lessee, Lease, Description [Line Items]
Operating lease monthly rent payable										$ 1,704	₨ 31,000
South Africa [Member] \| Office Space As Per Renewal Agreement [Member] \| Second year [Member]
Lessee, Lease, Description [Line Items]
Operating lease monthly rent payable										$ 1,806	₨ 32,860
Vehicles [Member]
Lessee, Lease, Description [Line Items]
Repayment of lease liabilities						0	$ 1,080
Vehicles 1 [Member]
Lessee, Lease, Description [Line Items]
Finance lease, liability				$ 519		$ 519			₨ 9,456

Common Stock (Details Narrative) - USD ($)							1 Months Ended	3 Months Ended						9 Months Ended		12 Months Ended
Common Stock (Details Narrative) - USD ($)	Sep. 06, 2024	Jul. 22, 2024	Jun. 13, 2024	Sep. 19, 2023	Sep. 01, 2023	Jul. 17, 2023	Sep. 30, 2023	Nov. 30, 2024	Aug. 31, 2024	May 31, 2024	Nov. 30, 2023	Aug. 31, 2023	May 31, 2023	Nov. 30, 2024	Nov. 30, 2023	Feb. 29, 2024	Feb. 28, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued during period, value, new issues									$ 100,000			$ 200,000
Debt instrument decrease forgiveness											$ 70,000			$ 0	$ 70,000
Stock Subscriptions Received During The Period											200,000
Common Stock Issuable For Services								$ 58,332	83,332	$ 83,332	$ 108,332	186,666	$ 20,000
Proceeds from the issuance of common stock														100,000	210,000
Prepaid expenses and other current assets								68,904						68,904		$ 2,884
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued during period, value, new issues									$ 200			$ 220
Stock issued during period shares acquisitions									220,000
Stock issued during the period shares new issues									200,000			220,000
Common Stock [Member] \| Related Party [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued during period, value, new issues	$ 100,000					$ 20,000
Common Stock Issuable For Services	$ 67,000
Proceeds from the issuance of common stock						$ 10,000
Legal fees														11,167
Prepaid expenses and other current assets								$ 55,833						55,833
Common Stock [Member] \| Director [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock-based compensation															$ 100,000
Deferred compensation arrangement with individual, common stock reserved for future issuance											100,000				100,000
Stock Subscriptions Received During The Period														$ 50,000	$ 100,000
Common Stock Issuable For Services Shares														50,000	200,000
Common Stock Issuable For Services															$ 200,000
Common Stock, Share Subscribed but Unissued, Subscriptions Receivable											$ 200,000				200,000
Deferred Compensation Arrangement with Individual [Member] \| Director [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Deferred compensation arrangement with individual shares issued																50,000
Deferred compensation arrangement with individual fair value of shares issued																$ 40,000	$ 33,333
Deferred Compensation Arrangement with Individual [Member] \| Director And Officer [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Deferred compensation arrangement with individual shares issued						133,333
Deferred compensation arrangement with individual fair value of shares issued						$ 123,333
Deferred Compensation Arrangement with Individual [Member] \| Common Stock [Member] \| Chief Operating Officer [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued during period, value, new issues						200,000
Deferred compensation arrangement with individual fair value of shares issued						200,000
Stock-based compensation						100,000
Proceeds from the issuance of common stock						$ 100,000
Deferred Compensation Arrangement with Individual Three [Member] \| New Director [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Deferred compensation arrangement with individual compensation expense														$ 0		$ 100,000
Deferred Compensation Arrangement with Individual Three [Member] \| New Director [Member] \| Officer Agreement One [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Deferred compensation arrangement with individual compensation expense														$ 174,996	$ 174,998
Deferred compensation arrangement with individual, common stock reserved for future issuance								174,996			174,998			174,996	174,998
Share Repurchase And Separation Agreement [Member] \| Former CEO [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock repurchased during the period shares				2,035,000			2,035,000
Stock repurchased during the period value				$ 23,500			$ 23,500
Debt instrument decrease forgiveness				$ 70,000	$ 70,000
HuntPal [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued during period shares acquisitions			220,000
Business combination equity interests issued fair value			$ 147,400
Business combination percentage of voting interests acquired			49.00%
Business combination carrying value of non controlling interest in acquiree before acquisition			$ 0
Adjustment to additional paid in capital non controlling interests acquired in excess of carrying value			$ 147,180
Stock issued during the period shares new issues		200,000
Proceeds from the issuance of common stock		$ 100,000

Concentrations (Details) - Customer Concentration Risk [Member]	9 Months Ended		12 Months Ended
	Nov. 30, 2024	Nov. 30, 2023	Feb. 29, 2024
Revenue Benchmark [Member] \| Customer One [Member]
Concentration Risk [Line Items]
Concentration risk, percentage	30.00%	26.00%
Revenue Benchmark [Member] \| Customer Two [Member]
Concentration Risk [Line Items]
Concentration risk, percentage	11.00%	21.00%
Revenue Benchmark [Member] \| Customer Three [Member]
Concentration Risk [Line Items]
Concentration risk, percentage		19.00%
Revenue Benchmark [Member] \| Customer Four [Member]
Concentration Risk [Line Items]
Concentration risk, percentage		11.00%
Accounts Receivable [Member] \| Customer One [Member]
Concentration Risk [Line Items]
Concentration risk, percentage	30.00%		65.00%
Accounts Receivable [Member] \| Customer Two [Member]
Concentration Risk [Line Items]
Concentration risk, percentage	18.00%
Accounts Receivable [Member] \| Customer Three [Member]
Concentration Risk [Line Items]
Concentration risk, percentage	12.00%

Commitments and Contingencies (Details Narrative) - USD ($)								1 Months Ended	3 Months Ended	9 Months Ended		12 Months Ended
	Sep. 19, 2023	Sep. 01, 2023	Sep. 01, 2022	Mar. 02, 2022	Feb. 28, 2022	Feb. 03, 2022	Sep. 07, 2021	Sep. 30, 2023	Nov. 30, 2023	Nov. 30, 2024	Nov. 30, 2023	Feb. 29, 2024	Feb. 28, 2022	Aug. 31, 2023	Mar. 01, 2023	Feb. 28, 2023
Other Commitments [Line Items]
Common stock, shares, outstanding										16,228,544		15,708,544
Debt instrument decrease forgiveness									$ 70,000	$ 0	$ 70,000
Share Repurchase And Separation Agreement [Member] \| Former CEO [Member]
Other Commitments [Line Items]
Debt instrument decrease forgiveness	$ 70,000	$ 70,000
Stock repurchased and retired during period, shares	2,035,000
Payable for the repurchases of common stock		170,000
Cash payable for the repurchase of common stock		150,000
Stock repurchased during the period shares	2,035,000							2,035,000
Stock repurchased during the period value	$ 23,500							$ 23,500
Share Repurchase And Separation Agreement [Member] \| Tranche One [Member] \| Former CEO [Member]
Other Commitments [Line Items]
Monthly payments for the repurchase of common stock		10,000
Share Repurchase And Separation Agreement [Member] \| Tranche Two [Member] \| Former CEO [Member]
Other Commitments [Line Items]
Monthly payments for the repurchase of common stock		$ 10,000
Chief Financial Officer [Member]
Other Commitments [Line Items]
Number of shares authorized to be repurchased						7,125,000
Shares authorized to be repurchased value						$ 240,000
Payment for the repurchase of the shares						150,000
Amount payable for the repurchase of shares						$ 10,000
Common stock, shares, outstanding						2,000,000
Threshold limit of sale of stocks per month						5,000
Debt instrument decrease forgiveness							$ 10,000
Interest expense forgiven							$ 1,170
Stock repurchased and retired during period, shares					7,025,000	7,125,000
Chief Financial Officer [Member] \| MiWay Finance, Inc. [Member]
Other Commitments [Line Items]
Number of shares of the acquiring company authorized to be repurchased						3,700,000
Stock repurchased and retired during period, shares				100,000
Number of shares of the acquired company repurchased during the period				3,700,000
Director [Member] \| Deferred Compensation Arrangement with Individual [Member]
Other Commitments [Line Items]
Deferred compensation arrangement with individual, shares authorized for issuance			100,000
Deferred compensation arrangement with individual requisite service period			12 months
Deferred compensation arrangement with individual shares issued												50,000
Deferred compensation arrangement with individual fair value of shares issued												$ 40,000	$ 33,333
Deferred compensation arrangement with individual allocated share based compensation expense										$ 50,000			$ 40,000
Deferred compensation arrangement with individual aggregate number of shares issuable during the period										50,000		50,000	50,000
Deferred compensation arrangement with individual shares unissued										116,667				16,667		66,667
Director [Member] \| Deferred Compensation Arrangement With Individual One [Member]
Other Commitments [Line Items]
Deferred compensation arrangement with individual, shares authorized for issuance		100,000
Director [Member] \| Deferred Compensation Arrangement With Individual One [Member] \| Restricted Stock [Member] \| Tranche One [Member]
Other Commitments [Line Items]
Deferred compensation arrangement with individual requisite vesting period		6 months
Director [Member] \| Deferred Compensation Arrangement With Individual One [Member] \| Restricted Stock [Member] \| Tranche One [Member] \| Former CEO [Member]
Other Commitments [Line Items]
Deferred compensation arrangement with individual, shares authorized for issuance		50,000
Director [Member] \| Deferred Compensation Arrangement With Individual One [Member] \| Restricted Stock [Member] \| Tranche Two [Member]
Other Commitments [Line Items]
Deferred compensation arrangement with individual, shares authorized for issuance		50,000
Deferred compensation arrangement with individual requisite vesting period								6 months
Director [Member] \| Deferred Compensation Arrangement with Individual Two [Member] \| Restricted Stock [Member]
Other Commitments [Line Items]
Deferred compensation arrangement with individual requisite vesting period												12 months
New Director [Member] \| Deferred Compensation Arrangement with Individual Two [Member] \| Restricted Stock [Member]
Other Commitments [Line Items]
Deferred compensation arrangement with individual requisite vesting period												12 months
New Director [Member] \| Deferred Compensation Arrangement with Individual Three [Member]
Other Commitments [Line Items]
Deferred compensation arrangement with individual, shares authorized for issuance															700,000
Deferred compensation arrangement with individual compensation expense										$ 0		$ 100,000
Deferred share based compensation with individual shares issuable during the period										174,996
New Director [Member] \| Deferred Compensation Arrangement with Individual Three [Member] \| Restricted Stock [Member]
Other Commitments [Line Items]
Deferred compensation arrangement with individual, shares authorized for issuance															700,000
Deferred share based compensation arrangement with individual vesting per tranche															58,333
Officer [Member] \| Deferred Compensation Arrangement with Individual Two [Member] \| Restricted Stock [Member]
Other Commitments [Line Items]
Deferred compensation arrangement with individual, shares authorized for issuance															100,000
Officer [Member] \| Deferred Compensation Arrangement with Individual Three [Member] \| Restricted Stock [Member]
Other Commitments [Line Items]
Deferred share based compensation arrangement with individual vesting per tranche															58,333
Chief Operating Officer And New Director [Member] \| Deferred Compensation Arrangement with Individual Three [Member]
Other Commitments [Line Items]
Deferred share based compensation with individual shares issuable during the period												333,330
Chief Operating Officer [Member] \| Deferred Compensation Arrangement with Individual Three [Member]
Other Commitments [Line Items]
Deferred share based compensation arrangement management fees incurred										$ 174,996		$ 233,330
Director [Member] \| Deferred Compensation Arrangement with Individual [Member]
Other Commitments [Line Items]
Deferred compensation arrangement with individual shares unissued										424,993		249,997

Deposit (Details Narrative)		12 Months Ended
Deposit (Details Narrative)	Oct. 15, 2021 INR (₨)	Feb. 29, 2024 INR (₨)	Nov. 30, 2024 USD ($)	Nov. 30, 2024 INR (₨)	Feb. 29, 2024 USD ($)	Feb. 29, 2024 INR (₨)
Deposit
Payment towards deposits	₨ 800,000
Return from deposit		₨ 600,000
Deposits			$ 11,085	₨ 200,000	$ 10,408	₨ 200,000

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