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
August 31,
2025
or
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from ____to ___.
Commission File Number
(Exact name of small business issuer as specified in its charter)
|
|
|
|
|
(State or other jurisdiction of incorporation or
organization)
|
|
(I.R.S. Employer Identification No.)
|
th
Floor
(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
¨
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
¨
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
|
¨
|
|
|
¨
|
Smaller reporting company
|
|
|
Emerging Growth Company
|
|
|
|
If an emerging growth company, indicate by check mark if the registrant has elected
no
t 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
shares outstanding as of October 3, 2025.
UPAY, Inc.
Consolidated Financial Statements
(unaudited)
|
|
Index
|
|
|
|
|
Table of Contents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| F-1 |
UPAY, INC.
(Expressed in U.S. dollars)
|
|
|
August 31,
2025
|
|
|
February 28,
2025
|
|
||
|
|
|
(unaudited)
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
|
|
|
$
|
|
|
|
Accounts receivable, net of allowance
|
|
|
|
|
|
|
|
|
|
Prepaid expenses and other current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Current Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and Equipment, Net (Note 3)
|
|
|
|
|
|
|
|
|
|
Right-of-use Assets, Net (Note 4)
|
|
|
|
|
|
|
|
|
|
Deposit (Note 11)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
$
|
|
|
|
$
|
|
|
|
Due to related parties (Note 5)
|
|
|
|
|
|
|
|
|
|
Current portion of lease liabilities (Note 7)
|
|
|
|
|
|
|
|
|
|
Current portion of notes payable (Note 6)
|
|
|
|
|
|
|
|
|
|
Current portion of notes payable in default (Note 6)
|
|
|
|
|
|
|
|
|
|
Notes payable – Related parties (Note 5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Current Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Current Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease liabilities (Note 7)
|
|
|
|
|
|
|
|
|
|
Notes payable (Note 6)
|
|
|
|
|
|
|
|
|
|
Notes payable – Related parties (Note 5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Stock, $
|
|
|
|
|
|
|
|
|
|
Common Stock, $
|
|
|
|
|
|
|
|
|
|
Common Stock Issuable
|
|
|
|
|
|
|
|
|
|
Additional Paid-in Capital
|
|
|
|
|
|
|
|
|
|
Accumulated Deficit
|
|
|
(
|
)
|
|
|
(
|
)
|
|
Accumulated Other Comprehensive Loss
|
|
|
(
|
)
|
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Total Stockholders’ Deficit
|
|
|
(
|
)
|
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Stockholders’ Deficit
|
|
$
|
|
|
|
$
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
| F-2 |
UPAY, Inc.
(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,
|
|
||||
|
|
|
2025
|
|
|
2024
|
|
|
2025
|
|
|
2024
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Revenue
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Cost of revenue
|
|
|
(
|
)
|
|
|
(
|
)
|
|
|
(
|
)
|
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation (Note 3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss Before Other Income (Expenses) and Income Taxes
|
|
|
(
|
)
|
|
|
(
|
)
|
|
|
(
|
)
|
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Income (Expenses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(
|
)
|
|
|
(
|
)
|
|
|
(
|
)
|
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss Before Income Taxes
|
|
|
(
|
)
|
|
|
(
|
)
|
|
|
(
|
)
|
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss
|
|
|
(
|
)
|
|
|
(
|
)
|
|
|
(
|
)
|
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Comprehensive Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments
|
|
|
(
|
)
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive Loss
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss Per Share – Basic and Diluted
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
Weighted-average Common Shares Outstanding – Basic and Diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
| F-3 |
UPAY, Inc.
(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 2
9
|
|
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issuable for services
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(
|
)
|
|
|
–
|
|
|
|
(
|
)
|
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance – May 31, 2024
|
|
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issuable for services
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for Huntpal LLC acquisition
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(
|
)
|
|
|
–
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance – August 31, 2024
|
|
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
The accompanying notes are an integral part of these consolidated financial statements.
| F-4 |
UPAY, Inc.
Consolidated Statement of Stockholders’ Deficit and Accumulated Other C
omprehensiv
e 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, 2025
|
|
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issuable for services
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(
|
)
|
|
|
–
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance – May 31, 2025
|
|
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issuable for services
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(
|
)
|
|
|
–
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(
|
)
|
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance – August 31, 2025
|
|
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
The accompanying notes are an integral part of these consolidated
financial
statements.
| F-5 |
UPAY, Inc.
(Expressed in U.S. dollars)
(unaudited)
|
|
|
Six Months
Ended
August 31,
2025
|
|
|
Six Months
Ended
August 31,
2024
|
|
||
|
|
|
|
|
|
|
|
||
|
Cash Flows from Operating Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
|
Common stock issued or issuable for services
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
|
|
|
|
|
|
|
Provision for bad debts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
(
|
)
|
|
|
|
|
|
Prepaid expenses and other current assets
|
|
|
|
|
|
|
(
|
)
|
|
Accounts payable and accrued liabilities
|
|
|
(
|
)
|
|
|
(
|
)
|
|
Accounts payable – related party
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Cash Used in Operating Activities
|
|
|
(
|
)
|
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of fixed assets
|
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Cash Used in
Investing
Activities
|
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from related party loan
|
|
|
|
|
|
|
|
|
|
Proceeds from common stock issued for cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Cash Provided by Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of Exchange Rate Changes on Cash
|
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in Cash and Cash Equivalents
|
|
|
(
|
)
|
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents - Beginning of Period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents - End of Period
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosures of Cash Flow Information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest paid
|
|
$
|
|
|
|
$
|
|
|
|
Income taxes paid
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash Investing and Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for acquisition of Huntpal LLC
|
|
$
|
|
|
|
$
|
|
|
The accompanying notes are an integral part of these 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. Pursuant to a November 4, 2025 Share Exchange Agreement , 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”) in a transaction between entities under common control. On May 30, 2023, the Company incorporated a wholly-owned subsidiary, Huntpal LLC (“Huntpal”), taking a
51
% controlling interest in 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”), a South African entity, 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.
|
2.
|
Summary of Significant Accounting Policies
|
|
a)
|
Basis of Presentation
|
These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company’s fiscal year end is February 28. The consolidated financial statements include the accounts of the Company, its wholly-owned 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.
|
b)
|
Interim Financial Statements
|
The accompanying unaudited interim consolidated 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 consolidated 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 28, 2025, have been omitted.
|
c)
|
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.
|
d)
|
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 August 31, 2025, the Company does not have sufficient revenues 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.
| F-7 |
|
e)
|
Segment Information
|
In accordance with the provisions of ASC 280-10,
“Disclosures about Segments of an Enterprise and Related Information”,
the Company is required to report financial and descriptive information about its reportable operating segments. The Company has one operating segment as of August 31, 2025, and February 28, 2025. The Company manages its operations as a single operating segment for the purpose of assessing performance and making operating decisions. Accordingly, all assets are considered to relate to the single operating segment and are consistent with the total assets presented on the Company’s consolidated balance sheet. The Company’s Chief Operating Decision Maker (“CODM”) is its executive management committee. The CODM allocates resources and evaluates the performance of the Company using information about combined net income from operations. All significant operating decisions are based upon an analysis of the Company as one operating segment, which is the same as its reporting segment.
|
f)
|
Recent Accounting Pronouncements
|
The Company has implemented all new accounting pronouncements that are in effect and that may impact its unaudited consolidated financial state
ments
and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
|
3.
|
Property and Equipment, Net
|
Property and equipment, net, consists of the following:
|
|
|
Cost
|
|
|
Accumulated Depreciation
|
|
|
August 31,
2025
Net Carrying Value
|
|
|
February 28,
2025
Net Carrying Value
|
|
||||
|
Computer equipment
|
|
$
|
|
|
|
|
(
|
)
|
|
$
|
|
|
|
$
|
|
|
|
Computer software
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
Furniture and fixtures
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
Motor vehicle
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
Office equipment
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
|
|
During the six months ended August 31, 2025, the Company recorded depreciation expense of $
3,475
(2024 – $
3,855
). During the six months ended August 31, 2025, the Company acquired $
830
(2024 - $
nil
) of computer equipment.
|
4.
|
Right-Of-Use Assets, Net
|
Right-of-use assets, net, consist of the following:
|
|
|
Cost
|
|
|
Accumulated Amortization
|
|
|
August 31,
2025
Net Carrying
Value
|
|
|
February 28,
2025
Net Carrying
Value
|
|
||||
|
Right-of-use building (operating lease)
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
|
|
During the six months ended August 31, 2025, the Company recorded rent expense of $
11,562
(2024 – $
10,679
) related to Company’s right-of-use building.
|
5.
|
Due to Related Parties
|
|
a)
|
On March 24, 2021, the Company entered into a promissory note with the Chief Executive Officer (“CEO”) of the Company for $
|
|
b)
|
On September 7, 2021, the Company entered into a promissory note with the Company’s CEO for $
|
|
c)
|
On February 11, 2022, the Company entered into a promissory note with the Company’s CEO for $
|
|
d)
|
On April 14, 2021, the Company entered into a promissory note with a company controlled by a significant shareholder of the Company for $
|
| F-8 |
|
e)
|
On February 11, 2022, the Company entered into a promissory note with a company controlled by a significant shareholder of the Company for $
|
|
f)
|
During the year ended February 28, 2022, a third-party lender purchased a promissory note from a company controlled by a significant shareholder of the Company in the amount of $
|
|
g)
|
On May 2, 2022, the Company entered into a promissory note with a company controlled by a significant shareholder of the Company for $
|
|
h)
|
On September 9, 2022, the Company entered into a promissory note with a company controlled by a significant shareholder of the Company for $
|
|
i)
|
On January 31, 2025, the Company entered into a promissory note with a company controlled by a significant shareholder of the Company for $
|
|
j)
|
On March 3, 2025, the Company entered into a promissory note with a company controlled by a significant shareholder of the Company for $
|
|
k)
|
On May 9, 2025, the Company entered into a promissory note with a company controlled by a significant shareholder of the Company for $
|
|
l)
|
On May 22, 2025, the Company entered into a promissory note with a company controlled by a significant shareholder of the Company for $
|
|
m)
|
On
July 23, 2025
, the Company entered into a promissory note with a company controlled by a significant shareholder of the Company for $
|
|
n)
|
As at August 31, 2025, the Company owes a total of $
|
|
o)
|
During the six months ended August 31, 2025, the Company incurred salary expenses of $
|
|
p)
|
During the six months ended August 31, 2025, the Company incurred directors’ fees of $
Director and COO of the Company
pursuant to a Director Agreement (Note 10(b)).
|
|
q)
|
During the six months ended August 31, 2025, the Company incurred directors’ fees of $
|
|
r)
|
During the six months ended August 31, 2025, the Company incurred management fees of $
|
| F-9 |
|
6.
|
Notes Payable
|
|
a)
|
On May 20, 2020, the Company entered into a promissory note with a third-party lender for $
$
|
|
b)
|
On May 27, 2020, the Company entered into a promissory note with the U.S. Small Business Administration for $
|
|
c)
|
On October 22, 2021, the Company entered into a promissory note with a third-party lender for $
(February 28,
2025 –
$
included in accounts payable and accrued liabilities.
|
|
7.
|
Lease Liabilities
|
On February 1, 2025, the Company entered a
one-year
lease with a
two-year
renewal option for office space in South Africa. Rental payments are due at the beginning of each month and increase at an annual escalation rate of
6
%. The base monthly rental rate is $
1,907
(R
34,832
). The interest rate underlying the obligation in the lease was
11
% 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 August 31, 2025:
|
Years ending February 28:
|
|
Building Lease
(Operating Lease)
|
|
|
|
|
|
|
|
|
|
2026
|
|
$
|
|
|
|
2027
|
|
|
|
|
|
2028
|
|
|
|
|
|
|
|
|
|
|
|
Net minimum lease payments
|
|
|
|
|
|
Less: amount representing interest payments
|
|
|
(
|
)
|
|
|
|
|
|
|
|
Present value of net minimum lease payments
|
|
|
|
|
|
Less: current portion
|
|
|
(
|
)
|
|
|
|
|
|
|
|
Long-term portion
|
|
$
|
|
|
|
8.
|
Common Stock
|
Share transactions for the six months ended August 31, 2025:
The company accrued
100,000
shares of common stock issuable with a fair value of $
68,500
pursuant to Director Agreements (Note 10(a) and Note 10(b)).
Share transactions for the six months ended August 31, 2024:
|
a)
|
On June 13, 2024, the Company issued
|
|
b)
|
On July 22, 2024, the Company issued
|
|
c)
|
The Company accrued
|
| F-10 |
|
9.
|
Concentrations
|
The Company’s revenues were concentrated among two customers for the six months ended August 31, 2025, and two customers for the six months ended
August 31
, 2024.
|
Customer
|
|
Six months
Ended
August 31, 2025
|
|
|
|
|
|
1
|
|
|
|
2
|
|
|
|
Customer
|
|
Six months
Ended
August 31, 2024
|
|
|
|
|
|
1
|
|
|
|
2
|
|
|
The Company’s receivables were concentrated among two customers as at August 31, 2025, and three customers as at February 28, 2025:
|
Customer
|
|
August 31,
2025
|
|
|
|
|
|
1
|
|
|
|
2
|
|
|
|
Customer
|
|
February 28,
2025
|
|
|
|
|
|
1
|
|
|
|
2
|
|
|
|
3
|
|
|
|
10.
|
Commitments and Contingencies
|
|
a)
|
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
February 29, 2024
, the Company recognized board member compensation of $
February 29, 2024
, another
|
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. On February 26, 2025, the Company issued the
50,000
shares of common stock issuable.
On September 1, 2024, the Company extended its agreement with the Director for a new term of 24 months, effective September 1, 2024. In consideration of services to be rendered, the Company shall pay the director
200,000
restricted shares of common stock, of which
100,000
shares will vest every
12
months over the term. Pursuant to the terms of the extended agreement, the Company recognized board member compensation of $
33,500
, representing a fair value of
50,000
shares of common stock issuable for services rendered for the period from September 2024 to February 2025. Pursuant to the terms of the extended agreement, the Company recognized board member compensation of $
33,500
, representing a fair value of
50,000
shares of common stock issuable for services rendered for the period from March 2025 to August 2025.
As at
August 31, 2025
, a total of
100,000
shares (February 28, 2025 –
50,000
shares) of common stock remain issuable to the director.
| F-11 |
|
b)
|
On March 1, 2023, the Company entered into agreements with a Director and Chief Operating Officer of the Company for director services and management services for a term of
|
On March 1, 2024, the Company extended its agreement with the Director for a new term of 30 months, effective March 1, 2024. In consideration of services to be rendered, the Company shall pay the director
250,000
restricted shares of common stock, of which
100,000
shares will vest on or about September 1, 2025, with the remaining
150,000
shares vesting on or about September 1, 2026. Pursuant to the terms of the extended agreement, the Company recognized board member compensation of $
70,000
representing a fair value of
100,000
shares of common stock issuable for services rendered for the period from March 2024 to February 2025. Pursuant to the terms of the extended agreement, the Company recognized board member compensation of $
35,000
representing a fair value of
50,000
shares of common stock issuable for services rendered for the period from March 2025 to August 2025.
As at August 31, 2025, a total of
150,000
(February 28, 2025 –
100,000
shares) shares of common stock remain issuable to the officer and director.
|
11.
|
Deposit
|
On October 15, 2021, the Company paid a R
800,000
deposit to establish an electronic funds transfer debit facility with a vendor, which does not require a physical facility. During the year ended February 29, 2024, R
600,000
of the deposit was returned to the Company. As at August 31, 2025, the balance of the deposit was $
11,268
(R
200,000
) (February 28, 2025 – $
10,807
(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 |
UPAY, Inc. is referred to herein as “we,” “our,” “us,” or the “Company.”
Management’s Discussion and Analysis of Financial Condition and Results of Operations – 3 Month Periods Ending August 31, 2025 and August 31, 2024.
Reliance Upon One or a Few Customers
Concentrations
Our revenues were concentrated among two customers for the six months ended August 31, 2025, and two customers for the six months ended
August 31
, 2024.
|
Customer
|
|
Six months
Ended
August 31, 2025
|
|
|
|
|
|
1
|
|
24%
|
|
2
|
|
9%
|
|
Customer
|
|
Six months
Ended
August 31, 2024
|
|
|
|
|
|
1
|
|
32%
|
|
2
|
|
14%
|
The Company’s receivables were concentrated among two customers as at August 31, 2025, and three customers as at February 28, 2025:
|
Customer
|
|
August 31,
2025
|
|
|
|
|
|
1
|
|
42%
|
|
2
|
|
13%
|
|
Customer
|
|
February 28,
2025
|
|
|
|
|
|
1
|
|
27%
|
|
2
|
|
20%
|
|
3
|
|
18%
|
Trends and Uncertainties
Our business is subject to the following trends and uncertainties:
|
·
|
Whether our system will be adaptable to US needs
|
|
·
|
Whether we will develop interest in our software system in the US
|
|
·
|
The level of activity of credit facilities and their need for our software
|
Going Concern
Our financial statements have been prepared on a going concern basis which assumes that we will be able to realize our assets and discharge its liabilities and commitments in the normal course of business for the foreseeable future. We had an accumulated deficit of ($2,422,489) at August 31, 2025. As of August 31, 2025, we do not have revenues sufficient to execute our business plan. We intend to fund operations through equity financing arrangements; however, there is no assurance that we will be successful.
| 2 |
Results of Operations: For the 3 months ended August 31, 2025 and August 31, 2024
Revenues
Our revenues for the 3-month period ended August 31, 2025 and 2024 were $188,947 and $168,071, respectively, reflecting increased revenues of $20,876. The $20,876 of increased revenues is primarily attributable to growth in our South African transactional revenue.
Net Loss/Profit
We had a net loss of $117,252 and a net loss of $191,324 for the 3-months ended August 31, 2025 and 2024, respectively, reflecting a decreased net loss of $74,072, which increased net loss is primarily attributable to a reduction in general and administrative expenses and growth in South African transactional revenue.
Expenses
We incurred total expenses of $249,017 and $302,897 respectively, for the 3-month period ended August 31, 2025 and 2024, reflecting decreased expenses of $53,880, which is primarily attributable to a decrease in general and administrative expenses.
Results of Operations: For the 6 months ended August 31, 2025 and August 31, 2024
Revenues
Our revenues for the 6-month period ended August 31, 2025 and 2024 were $359,361 and $425,320, respectively, reflecting decreased revenues of $65,959. The decreased revenues of $65,959 is primarily attributable to a reduction in transactional revenue in our South African business, in the first three months of the period.
Net Loss/Profit
We had a net loss of $259,238 and a net loss of $342,001 for the 6-months ended August 31, 2025 and 2024 , respectively, reflecting a decrease net loss of $82,763, which decreased net loss is primarily attributable to a reduction in general and administrative expenses in the period.
Expenses
We incurred total expenses of $507,449 and $569,811, respectively, for the 6-month period ended August 31, 2025 and 2024, reflecting decreased total expenses of $62,362, which is primarily attributable to a decrease in general and administrative expenses.
Liquidity and Capital Resources
We had working capital of ($409,379) on August 31, 2025 and working capital of ($386,487) at our fiscal year end of February 28, 2025, representing decreased working capital of $22,892.
Our net cash used in operating activities was ($188,768) and ($651,056) for the 6 months ended August 31, 2025 and 2024 reflecting decreased net cash used in operating activities of $462,288.
Our net cash used in investing activities were ($830) and ($0), respectively, for the 6 months ended August 31, 2025 and 2024, reflecting decreased net cash used in investing activities of $830.
Our net cash provided by financing activities was $170,000 and $100,000 for the 6-month period ended August 31, 2025 and 2024, respectively, reflecting increased net cash provided by financing activities of $70,000.
| 3 |
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
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 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.
| 4 |
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 us 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.
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures.
None
Item 5. Other information
Item 6. Exhibits.
EXHIBIT INDEX
|
Exhibit
|
|
|
|
Number
|
|
Description
|
|
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
|
|
|
|
|
| 5 |
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: October
, 2025
10
|
UPAY, INC.
|
|
|
|
|
|
|
|
By:
|
/s/ Jaco C. Folscher
|
|
|
Jaco C. Folscher
|
|
|
|
Chief Executive Officer
|
|
|
|
(Principal Executive Officer & Chief
|
|
|
|
Executive Officer)
|
|
|
|
By:
|
/s/ Jaco C. Folscher
|
|
|
Jaco C. Folscher
|
|
|
|
Chief Financial Officer
|
|
|
|
(Chief Financial Officer/Chief
|
|
|
|
Accounting Officer)
|
|
|
| 6 |
TABLE OF CONTENTS
Item 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart II Other InformationItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsItem 3. Defaults Upon Senior SecuritiesItem 4. Mine Safety DisclosuresItem 5. Other InformationItem 6. Exhibits