10-Q - UPYY - Equibles

UNITED STATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM 10-Q

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

For the quarterlyperiod ended August 31, 2020

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

For the transitionperiod from ____to .

CommissionFile Number

UPAY, Inc.

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

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

3010 LBJ Freeway, 12^th^ Floor

Dallas, Texas 75234

(Address of principal executive offices)

(972) 888-6052

(Company’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The Company had 23,255,310 shares outstanding as of November 3, 2020

TABLE OF CONTENTS

		Page
	PART I — Financial Information	F-3
Item 1.	Consolidated Financial Statements (unaudited)	F-3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	18
Item 4.	Controls and Procedures	18
	PART II — Other Information
Item 1.	Legal Proceedings	18
Item 1A.	Risk Factors	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3.	Defaults Upon Senior Securities	18
Item 4.	Mine Safety Disclosures	19
Item 5.	Other Information	19
Item 6.	Exhibits	19
	Signatures	19

| F-2 |

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Item 1. Financial Statements

UPAY, Inc.

ConsolidatedFinancial Statements

(unaudited)

	Index
Table of Contents
Consolidated Balance Sheets (unaudited)	F-4
Consolidated Statements of Operations and Comprehensive Loss (unaudited)	F-5
Consolidated Statements of Stockholders’ Equity and Accumulated Other Comprehensive Loss (unaudited)	F-6
Consolidated Statements of Cash Flows (unaudited)	F-7
Notes to the Consolidated Financial Statements (unaudited)	F-8

| F-3 |

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UPAY, Inc.

ConsolidatedBalance Sheets

(Expressed in U.S. dollars)

			February 29, <br>2020

ASSETS
Current Assets
Cash and cash equivalents	284,253		$	287,425
Accounts receivable, net of allowance	51,970			94,992
Prepaid expenses and other current assets	4,228			3,437
Total Current Assets	340,451			385,854
Equity Method Investment (Note 3)	19,363			—
Property and Equipment, Net (Note 4)	116,711			136,868
Right-of-use Assets, Net (Note 5)	27,769			37,487
Total Assets	504,294		$	560,209
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities	299,418		$	329,294
Note payable (Notes 6(a) and (b))	26,520			—
Taxes payable	5,023			5,365
Current portion of lease liabilities (Note 7)	8,733			11,755
Total Current Liabilities	339,694			346,414
Non-Current Liabilities
Lease Liabilities (Note 7)	20,598			26,810
Note Payable (Note 6(b))	76,280			—
Total Liabilities	436,572			373,224
Stockholders’ Equity
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; 23,255,310 shares issued and outstanding	23,255			23,255
Additional Paid-in Capital	393,142			393,142
Accumulated Deficit	(317,314	)		(203,117	)
Accumulated Other Comprehensive Loss	(31,361	)		(26,295	)
Total Stockholders’ Equity	67,722			186,985
Total Liabilities and Stockholders’ Equity	504,294		$	560,209

All values are in US Dollars.

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

| F-4 |

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UPAY, Inc.

ConsolidatedStatements of Operations and Comprehensive Loss

(Expressed in U.S. dollars)

(unaudited)

	Three months			Three months			Six months			Six months
	Ended			Ended			Ended			Ended
	August 31,			August 31,			August 31,			August 31,
	2020			2019			2020			2019
Revenue	$	195,346		$	322,972		$	443,978		$	680,847
Cost of Revenue		(58,925	)		(80,482	)		(129,901	)		(167,993	)
Gross Profit		136,421			242,490			314,077			512,854
Expenses
Amortization of right-of-use assets (Note 5)		2,321			2,757			4,555			5,427
Depreciation (Note 4)		421			11,006			21,900			22,002
General and administrative		203,447			236,660			399,278			475,531
Total Expenses		206,189			250,423			425,733			502,960
Income (Loss) Before Other Income (Expenses) and Income Taxes		(69,768	)		(7,933	)		(111,656	)		9,894
Other Income (Expenses)
Interest income		553			1,782			1,269			3,955
Interest expense		(2,232	)		(1,697	)		(3,173	)		(4,237	)
Loss on equity method investment (Note 3)		(637	)		—			(637	)		—
Income (Loss) Before Income Taxes		(72,084	)		(7,848	)		(114,197	)		9,612
Provision for income taxes		—			—			—			—
Net Income (Loss)		(72,084	)		(7,848	)		(114,197	)		9,612
Other Comprehensive Income (Loss)
Foreign currency translation adjustments		(6,196	)		(1,464	)		(5,066	)		786
Comprehensive Income (Loss)	$	(78,280	)	$	(9,312	)	$	(119,263	)	$	10,398
Net Loss Per Share – Basic	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Net Loss Per Share – Diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted-average Common Shares Outstanding – Basic		23,255,310			26,030,310			23,255,310			26,020,446
Weighted-average Common Shares Outstanding – Diluted		23,255,310			26,030,310			23,255,310			26,020,446

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

| F-5 |

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UPAY, Inc.

ConsolidatedStatement of Stockholders’ Equity and Accumulated Other Comprehensive Loss

(Expressed in U.S. dollars)

(unaudited)

										Accumulated
					Additional					Other
	Common Stock				Paid-in		Accumulated			Comprehensive
	Shares		Amount		Capital		Deficit			Loss			Total
Balance – February 28, 2019		25,975,310	$	25,975	$	376,672	$	(182,415	)	$	(22,840	)	$	197,392
Issuance of units for cash		40,000		40		9,960		—			—			10,000
Issuance of shares pursuant to Employee Stock Compensation Agreement		15,000		15		3,735		—			—			3,750
Net Income		—		—		—		9,612			—			9,612
Foreign currency translation adjustments		—		—		—		—			786			786
Balance – August 31, 2019		26,030,310	$	26,030	$	390,367	$	(172,803	)	$	(22,054	)	$	221,540
Balance – February 29, 2020		23,255,310	$	23,255	$	393,142	$	(203,117	)	$	(26,295	)	$	186,985
Net loss		—		—		—		(114,197	)		—			(114,197	)
Foreign currency translation adjustments		—		—		—		—			(5,066	)		(5,066	)
Balance – August 31, 2020		23,255,310	$	23,255	$	393,142	$	(317,314	)	$	(31,361	)	$	67,722

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

| F-6 |

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UPAY, Inc.

ConsolidatedStatements of Cash Flows

(Expressed in U.S. dollars)

(unaudited)

	Six months <br>Ended <br>August 31, <br>2020			Six months <br>Ended <br>August 31, <br>2019
Cash Flows from Operating Activities
Net Income (Loss)	$	(114,197	)	$	9,612
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Amortization of right-of-use assets		4,555			5,427
Depreciation		21,900			22,002
Loss on equity method investment		637			—
Stock-based compensation		—			3,750
Changes in operating assets and liabilities:
Accounts receivable		43,022			22,718
Prepaid expenses and other current assets		(791	)		2,299
Accounts payable		(31,506	)		(457,411	)
Accrued expenses		1,288			—
Net lease liabilities		(155	)		627
Net Cash Used in Operating Activities		(75,247	)		(390,976	)
Cash Flows from Investing Activities
Purchase of property and equipment		(1,855	)		(730	)
Cash paid for purchase of shares		(20,000	)		—
Net Cash Used in Investing Activities		(21,855	)		(730	)
Cash Flows from Financing Activities
Proceeds from sale of stock		—			10,000
Proceeds from promissory notes		102,800			—
Repayment of lease liabilities		(5,575	)		(4,135	)
Net Cash Provided by Financing Activities		97,225			5,865
Effect of Exchange Rate Changes on Cash		(3,295	)		786
Change in Cash and Cash Equivalents		(3,172	)		(385,055	)
Cash and Cash Equivalents - Beginning of Period		287,425			691,217
Cash and Cash Equivalents - End of Period	$	284,253		$	306,162
Supplemental Disclosures of Cash Flow Information:
Interest paid	$	3,173		$	4,237
Income taxes paid	$	—		$	3,347

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

| F-7 |

| --- | | 1. | Nature of Operations and Continuance of Business | | --- | --- |

UPAY, Inc. (the “Company”) was incorporated in the State of Nevada on July 8, 2015. By a Share Exchange Agreement dated November 4, 2015, the Company agreed to acquire all of the issued and outstanding shares of Rent Pay (Pty) Ltd (“Rent Pay”), in exchange for 200,000 shares of the Company’s common stock. The acquisition is a capital transaction in substance and therefore has been accounted for as a recapitalization. Rent Pay was incorporated in South Africa on February 1, 2012. Because Rent Pay is deemed to be the acquirer for accounting purposes, the consolidated financial statements are presented as a continuation of Rent Pay and include the results of operations of Rent Pay since incorporation on February 1, 2012, and the results of operations of the Company since the date of acquisition on November 4, 2015.

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

The recent outbreak of the novel coronavirus COVID-19, which was declared a pandemic by the World Health Organization on March 11, 2020, has led to adverse impacts on the U.S. and global economies, disruptions of financial markets, and created uncertainty regarding potential impacts to the Company’s supply chain, operations, and customer demand. The COVID-19 pandemic has impacted and could further impact the Company’s operations and the operations of the Company’s suppliers and vendors as a result of quarantines, facility closures, and travel and logistics restrictions. The extent to which the COVID-19 pandemic impacts the Company’s business, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to the duration, spread, severity, and impact of the COVID-19 pandemic, the effects of the COVID-19 pandemic on the Company’s customers, suppliers, and vendors and the remedial actions and stimulus measures adopted by local and federal governments, and to what extent normal economic and operating conditions can resume. The management team is closely following the progression of COVID-19 and its potential impact on the Company. Even after the COVID-19 pandemic has subsided, the Company may experience adverse impacts to its business as a result of any economic recession or depression that has occurred or may occur in the future. Therefore, the Company cannot reasonably estimate the impact at this time our business, liquidity, capital resources and financial results.

2.	Summary<br> of Significant Accounting Policies
a)	Basis<br> 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 financial statements include the accounts of the Company and its subsidiary Rent Pay. All significant intercompany transactions and accounts have been eliminated in consolidation.

b)	Interim<br> 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, 2020, have been omitted.

c)	Use<br> 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.

| F-8 |

| --- | | d) | Cash and Cash Equivalents | | --- | --- |

Cash includes cash on hand and cash held with banks. The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

e)	Accounts<br> Receivable

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

As at August 31, 2020, the Company has recognized an allowance for doubtful accounts of $469 (February 29, 2020 - $7,133).

f)	Property<br> and Equipment

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

IT<br> equipment	3<br> years
Computer<br> software	5<br> years
Office<br> equipment	5<br> years
Furniture<br> and fixtures	6<br> years

The Company periodically performs impairment testing on its long-lived assets either annually or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable in accordance with ASC 360. All property and equipment assets were deemed recoverable at August 31, 2020, and February 29, 2020.

g)	Right-of-use<br> Assets

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

Right-of-use<br> building	Term<br> of lease
Right-of-use<br> vehicles	5<br> years

The Company periodically performs impairment testing on its long-lived assets either annually or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable in accordance with ASC 360. All right-of-use assets were deemed recoverable at August 31, 2020, and February 29, 2020.

h)	Value<br> of Financial Instruments

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

The three-level hierarchy is defined as follows:

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

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

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

Financial instruments consist principally of cash and cash equivalents, accounts receivable, accounts payable, and taxes payable. There were no transfers into or out of “Level 3” during the six months ended August 31, 2020, or 2019. The recorded values of all financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.

| F-9 |

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

i)	Foreign<br> Currency Translation

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

j)	Leases

The Company adopted ASC 842, “Leases”, and its amendments and applied the transition provisions as of March 1, 2019, which included recognizing a cumulative-effect adjustment through opening retained earnings as of that date. Prior year amounts were not recast under this transition approach and, therefore, prior year amounts are excluded from the leased properties footnote. The Company elected the package of practical expedients permitted under the transition guidance, which allowed the Company to carryforward its historical assessments of: (1) whether contracts are or contain leases, (2) lease classification and (3) initial direct costs. In addition, the Company did not elect the hindsight practical expedient to determine the reasonably certain lease term for existing leases. The Company elected a policy of not recording leases on its consolidated balance sheets when the leases have a term of 12 months or less and the Company is not reasonably certain to elect an option to purchase the leased asset. The Company recognizes payments on these leases within general and administrative expenses on a straight-line basis over the lease term.

For contracts entered into before March 1, 2019, the Company determined whether the arrangement contained a lease under Topic 840. Prior to the adoption of ASC 842, these leases were classified as operating or finance leases based on an assessment of whether the lease transferred significantly all the risks and rewards of ownership of the underlying asset. The Company leases office space and vehicles.

On transition, the Company elected to apply the practical expedient to grandfather the determination of which contract is or contains a lease and applied ASC 842 to those contracts that were previously identified as leases. Upon transition to the new standard, right-of-use assets and lease liabilities were measured at the present value of the remaining lease payments discounted by the Company’s incremental borrowing rate as at March 1, 2019. The non-cash adjustment has been excluded from the consolidated statement of cash flows. The weighted average incremental borrowing rate applied to lease liabilities recognized under ASC 842 was 10.25%.

Adoption of ASC 842 had the following impact on the financial position as at March 1, 2019:

	(As Previously <br><br>Reported Under <br><br>ASC 842)
	February 28, <br>2019			ASC 842 <br>Effects			March 1, <br>2019
Assets
Property and equipment, net	$	224,126		$	(50,185	)	$	173,941
Right-of-use assets, net		—			71,086			71,086
Total Assets		1,022,946			20,901			1,043,847
Liabilities
Obligations under finance leases		48,702			(48,702	)		—
Lease liabilities		—			69,619			69,619
Total Liabilities		825,554			20,917			846,471
Accumulated Other Comprehensive Loss	$	(22,840	)	$	(16	)	$	(22,856	)

| F-10 |

| --- | | k) | Revenue Recognition | | --- | --- |

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

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

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

Branch Setup Fees

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

Data Migration Fees

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

Monthly Rental Fees

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

Development ServiceFee

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

Transactional Fees

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

| F-11 |

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Credit ProtectionInsurance Commission

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

l)	Stock-based<br> Compensation

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

m)	Comprehensive<br> Income (Loss)

ASC 220, “ComprehensiveIncome”, establishes standards for the reporting and display of comprehensive income (loss) and its components in the financial statements. As at August 31, 2020, and 2019, the only item that represents comprehensive income (loss) was foreign currency translation.

n)	Earnings<br> (Loss) Per Share

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

o)	Going<br> Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As of August 31, 2020, the Company does not have revenues sufficient to execute its business plan. The Company intends to fund operations through equity financing arrangements. There is no assurance that this will be successful. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

p)	Recent<br> Accounting Pronouncements

In June 2018, the FASB issued ASU 2018-07, which simplifies the accounting for nonemployee share-based payment transactions. The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The adoption of this standard did not have a significant impact on the Company’s results of operations, financial condition, cash flows, and financial statement disclosures.

The Company has implemented all new accounting pronouncements that are in effect and that may impact its 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-12 |

| --- | | 3. | Equity Method Investment | | --- | --- |

On June 10, 2020, the Company purchased 20,000,000 shares of Miway Finance Inc. (“Miway”) at $0.001 per share for a purchase price of $20,000, which comprises approximately 48.66% of Miway’s issued and outstanding shares of common stock.


Carrying cost at date of acquisition, June 10, 2020	48.66	%
Equity losses in Miway	—		)
Net carrying value, August 31, 2020	—

All values are in US Dollars.

4.	Property<br> and Equipment, Net

Property and equipment, net, consists of the following:

	Cost		Accumulated<br><br> Depreciation			August 31, <br>2020 <br>Net Carrying <br><br>Value		February 29, <br>2020 <br>Net Carrying <br><br>Value
IT equipment	$	7,330	$	(5,214	)	$	2,116	$	1,942
Furniture and fixtures		7,263		(4,533	)		2,730		3,563
Office equipment		3,800		(2,380	)		1,420		1,923
Computer software		206,000		(95,555	)		110,445		129,440
Total	$	224,393	$	(107,682	)	$	116,711	$	136,868

During the six months ended August 31, 2020, the Company recorded depreciation expense of $21,900 (2019 - $22,002).

During the six months ended August 31, 2020, the Company acquired computer software of $1,855.

5.	Right-Of-Use<br> Assets, Net

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

	Cost		Accumulated<br><br> Amortization			August 31, <br>2020 <br>Net Carrying<br><br> Value		February 29, <br>2020 <br>Net Carrying<br><br> Value
Right-of-use building (operating lease)	$	—	$	—		$	—	$	2,767
Right-of-use vehicles (finance lease)		47,359		(19,590	)		27,769		34,720
Total	$	47,359	$	(19,590	)	$	27,769	$	37,487

During the six months ended August 31, 2020, the Company recorded rent expense of $2,443 related to Company’s right-of-use building and amortization expense of $4,555 (2019 - $5,427) related to the Company’s right-of-use vehicles.

6.	Notes<br> Payable
a)	On<br> May 20, 2020, the Company entered into a promissory note with the third-party lender<br> for $25,000, which is unsecured, bears interest of 10% per annum and matures on May 20,<br> 2021. As at August 31, 2020, the Company has recognized accrued interest of $562, which<br> is included in accounts payable and accrued liabilities.
---	---
b)	On<br> May 27, 2020, the Company entered into a promissory note with the U.S. Small Business<br> Administration for $77,800, which is secured by the assets of the Company, bears interest<br> of 3.75% per annum and matures on May 27, 2050. Installment payments, including principal<br> and interest of $380 per month will begin 12 months from the date of the promissory note.<br> As at August 31,2020, the Company has recognized accrued interest of $727, which is included<br> in accounts payable and accrued liabilities.
---	---

| F-13 |

| --- | | 7. | Lease Liabilities | | --- | --- |

On April 11, 2018, the Company renewed its lease agreement for office space in South Africa, and increased the amount of office space leased. The term of the renewal agreement was for two years commencing May 1, 2018. The monthly base rate was $1,245 (R21,595) in the first year and increased to $1,341 (R23,264) in the second year of the lease. The office space lease was classified as an operating lease. The interest rate underlying the obligation in the lease was 10.25% per annum. On April 30, 2020, the lease expired and the Company and the landlord agreed to continue on a month to month rental basis.

The Company commenced the leasing of two motor vehicles on May 23, 2018, and October 10, 2018, for a term of five years each. The monthly minimum lease payments are for $384 (R6,658) and $545 (R9,456). The motor vehicle leases are classified as finance leases. The interest rate underlying the obligation in the leases are both 11.25% per annum. During the six months ended August 31, 2020, the Company paid a total of $2,787 in principal payments on the two motor vehicle leases.

The following is a schedule by years of future minimum lease payments under the remaining finance leases together with the present value of the net minimum lease payments as of August 31, 2020:

Years ending February 28:	Vehicle<br><br> Leases
2021	$	5,797
2022		11,591
2023		11,591
2024		5,732
Net minimum lease payments		34,711
Less: amount representing interest payments		(5,380	)
Present value of net minimum lease payments		29,331
Less: current portion		(8,733	)
Long-term portion	$	20,598
8.	Warrants
---	---

The following table summarizes the continuity of the Company’s warrants:


Balance, February 28, 2020	2,020,000
Issued	—
Expired	(20,000	)
Balance, August 31, 2020	2,000,000

All values are in US Dollars.

* On November 19, 2019, the Company extended the expiry date of 2,000,000 warrants, which originally had an expiry date of December 5, 2018. The amended warrants have an exercise price of $3.50 and expire on December 6, 2020. The Company estimated the fair value of the modified warrants using the Black-Scholes option pricing model, and determined that the incremental fair value of the modification was immaterial.

The following table summarizes information about warrants outstanding and exercisable at August 31, 2020:

Exercise<br><br><br> price	Expiry	Warrants	Weighted<br> average <br><br>remaining contracted life
$	date	outstanding	(years)
3.50	December<br> 6, 2020	2,000,000	0.27

| F-14 |

| --- | | 9. | Commitments | | --- | --- |

On February 1, 2020, the Company entered into a lease agreement for renting office space in Dallas, Texas. The term of the lease is for one year and the monthly base rate is $920, with the first month provided at no cost. Lease expense related to this office space for the six months ended August 31, 2020, was $2,763. The Company paid a deposit of $920, which is included in prepaid expenses and other current assets.

On April 30, 2020 a lease agreement for renting office space in South Africa expired. Although a new agreement has yet to be determined, the Company decided to continue renting the office space on a month to month basis, at a rate of $1,370 (R23,767) per month.

As of August 31, 2020, the future lease commitments are as follows:

Years ending February 28:	Operating Lease <br>Commitments
2021	$	4,475

On January 18, 2016, the Company entered into a Software Services Agreement whereby a company will provide services to develop software in consideration for 1,800,000 restricted shares of common stock to be issued within ten days of the completion of the software development. As of August 31, 2020, the services and software have not been completed.

10.	Concentrations

The Company’s revenues were concentrated among two customers for the six months ended August 31, 2020, and three customers for the six months ended August 31, 2019:

Customer	Six months<br><br> <br>Ended<br><br> <br>August<br> 31,<br><br> 2020
1	31%
2	11%
Customer	Six months<br><br> <br>Ended<br><br> <br>August<br> 31,<br><br> 2019
---	---
1	37%
2	17%
3	9%

The Company’s receivables were concentrated among four customers as at August 31, 2020, and three customers as at August 31, 2019:

Customer	August<br> 31,<br><br> <br>2020
1	20%
2	15%
3	11%
4	9%
Customer	August<br> 31,<br><br> <br>2019
---	---
1	26%
2	13%
3	12%

| F-15 |

| --- |

Item 2. Management’sDiscussion 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<br> conditions;
·	Our ability to raise adequate working capital;
---	---
·	Loss of customers or sales weakness;
---	---
·	Inability to achieve sales levels or other<br> operating results;
---	---
·	The unavailability of funds for expansion<br> purposes;
---	---
·	Operational inefficiencies;
---	---
·	Increased competitive pressures from existing<br> competitors and new entrants.
---	---

Trends and Uncertainties

Our business is subject to the following trends and uncertainties:

·	Whether our system will be adaptable to<br> US needs
·	Whether we will develop interest in our<br> software system in the US
---	---
·	The level of activity of credit facilities<br> and their need for our software
---	---

| 16 |

| --- |

Going Concern

Results of Operations: For the3 months ended August 31, 2020 and August 31, 2019

Revenues

Our revenues for the 3-month period ended August 31, 2020 and 2019 were $195,346 and $322,972, respectively, reflecting decreased revenues of $127,626. The $127,626 of decreased revenues is primarily attributable to the decrease in transactional revenue, due to the Covid 19 pandemic.

Net Loss/Profit

We had a net loss of $72,084 and a net loss of $7,848 for the 3-months ended August 31, 2020 and 2019, respectively, reflecting an increased net loss of $64,236, which is primarily attributable to the decrease in transactional revenue, due to the Covid 19 pandemic.

Expenses

We incurred total expenses of $206,189 and $250,423, respectively, for the 3-month period ended August 31, 2020 and 2019, reflecting decreased expenses of 44,234, which is primarily attributable to decreased cost of sales, due to lower transaction volumes.

Results of Operations: For the6 months ended August 31, 2020 and August 31, 2019

Revenues

Our revenues for the 6-month period ended August 31, 2020 and 2019 were $443,978 and $680,847 , respectively, reflecting decreased revenues of $236,869. The decreased revenues of $236,869 is primarily attributable to the decrease in transactional revenue, due to the Covid 19 pandemic.

Net Loss/Profit

We had a net loss of $114,197 and a net profit of $9,612 for the 6-months ended August 31, 2020 and 2019, respectively, reflecting an increased net loss of $123,809, which is primarily attributable to the decrease in transactional revenue, due to the Covid 19 pandemic.

Expenses

We incurred total expenses of $425,733 and $502,960, respectively, for the 6-month period ended August 31, 2020 and 2019, reflecting decreased expenses of 77,227, which is primarily attributable to decreased cost of sales, due to lower transaction volumes.

Liquidity and Capital Resources

We had working capital of $757 on August 31, 2020 and working capital of $39,440 at our fiscal year end of February 29, 2020, representing decreased working capital of $39,440.

Our net cash used in operating activities was $(75,247) and $(390,976) for the 6 months ended August 31, 2020 and 2019 reflecting decreased net cash used in operating activities of $315,729.

Our net cash used in investing activities were $(21,855) and $(730), respectively, for the 6 months ended August 31, 2020 and 2019, reflecting increased net cash used in investing activities of $21,125 in net cash used in investing activities.

Our net cash provided by financing activities was $97,225 and $5,865 for the 6-month period ended August 31, 2020 and 2019, respectively, reflecting an increase of $91,360 in net cash provided by financing activities.

Off-Balance sheet arrangements

None.

| 17 |

| --- |

Item 3. Quantitativeand Qualitative Disclosures About Market Risk.

Not applicable

Item 4. Controlsand Procedures.

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer/Chief Accounting Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by SEC Rule 15d-15(b), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective in providing reasonable assurance in the reliability of our report as of the end of the period covered by this report. This is because we have not sufficiently developed our segregation of duties and we do not have an audit committee.

Changes in Internal Control overFinancial 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. LegalProceedings.

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. RiskFactors.

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

Item 2. UnregisteredSales of Equity Securities and Use of Proceeds.

None

Item 3. DefaultsUpon Senior Securities.

None

| 18 |

| --- |

Item 4. MineSafety Disclosures.

None

Item 5. Otherinformation.

None.

Item 6. Exhibits.

EXHIBIT INDEX

Exhibit<br><br> 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<br> Document
101.LAB	XBRL Taxonomy Extension Label Linkbase<br> Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase<br> Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase<br> 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: November 3, 2020

UPAY, INC.
By: /s/ Wouter A. Fouche
Wouter A. Fouche
Chief Executive Officer
(Principal Executive Officer &<br> Chief Executive Officer)
By: /s/ Jacob C. Folscher
---
Jacob C. Folscher
Chief Financial Officer
(Chief Financial Officer/Chief Accounting<br> Officer)

| 19 |

| --- |

EXHIBIT 31.1

CERTIFICATION

CHIEF EXECUTIVEOFFICER

PURSUANT TOSECTION 302

OF THE SARBANES-OXLEYACT OF 2002

I, Wouter A. Fouche, certify that:

1.	I have reviewed this<br> Quarterly Report on Form 10-Q of UPAY, Inc.;
2.	Based on my knowledge,<br> this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the<br> statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period<br> covered by this report;
---	---
3.	Based on my knowledge,<br> the financial statements, and other financial information included in this report, fairly present in all material respects<br> the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this<br> report;
---	---
4.	The registrant’s<br> other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as<br> defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
---	---
(a)	Designed such disclosure<br> controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure<br> that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared;
---	---
(b)	Designed such internal<br> control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,<br> to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with generally accepted accounting principles;
---	---
(c)	Evaluated the effectiveness<br> of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness<br> 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<br> report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially<br> affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;<br> and
---	---
5.	The registrants’<br> other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting,<br> to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing<br> the equivalent functions):
---	---
(a)	All significant deficiencies<br> and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely<br> to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
---	---
(b)	Any fraud, whether<br> or not material, that involves management or other employees who have a significant role in the registrant’s internal<br> control over financial reporting.
---	---

Date: November 3, 2020

/s/ Wouter A. Fouche
Wouter A. Fouche
(Principal Executive Officer & Chief<br> Executive Officer)

EXHIBIT 31.2

CERTIFICATION

CHIEF FINANCIALOFFICER/CHIEF ACCOUNTING OFFICER

PURSUANT TOSECTION 302

OF THE SARBANES-OXLEYACT OF 2002

I, Jacob C. Folscher, certify that:

1.	I have reviewed this<br> Quarterly Report on Form 10-Q of UPAY, Inc.;
2.	Based on my knowledge,<br> this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the<br> statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period<br> covered by this report;
---	---
3.	Based on my knowledge,<br> the financial statements, and other financial information included in this report, fairly present in all material respects<br> the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this<br> report;
---	---
4.	The registrant’s<br> other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as<br> defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
---	---
(a)	Designed such disclosure<br> controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure<br> that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared;
---	---
(b)	Designed such internal<br> control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,<br> to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with generally accepted accounting principles;
---	---
(c)	Evaluated the effectiveness<br> of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness<br> 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<br> report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially<br> affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;<br> and
---	---
5.	The registrants’<br> other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting,<br> to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing<br> the equivalent functions):
---	---
(a)	All significant deficiencies<br> and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely<br> to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
---	---
(b)	Any fraud, whether<br> or not material, that involves management or other employees who have a significant role in the registrant’s internal<br> control over financial reporting.
---	---

Date: November 3, 2020

/s/ Jacob C. Folscher
Jacob C. Folscher
Chief Financial Officer/Chief Accounting<br> Officer
(Principal Financial Officer and Principal<br> Accounting Officer)

EXHIBIT 32.1

CERTIFICATIONPURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTEDPURSUANT TO SECTION 906

OF THE SARBANES-OXLEYACT 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 August 31, 2020 (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: November 3, 2020
/s/ Wouter A. Fouche
Wouter A. Fouche
Principal Executive Officer/Chief Executive<br>Officer
(Principal Executive Officer and Chief<br> Executive Officer)

EXHIBIT 32.2

CERTIFICATIONPURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTEDPURSUANT TO SECTION 906

OF THE SARBANES-OXLEYACT OF 2002

The Quarterly Report on Form 10-Q for the quarter ended August 31, 2020, (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: November 3,<br> 2020
/s/ Jacob C. Folscher
Jacob C. Folscher
Chief Financial Officer/Chief Accounting<br> 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.