Upay 10-Q for FY2026 Q1
Upay (UPYY)
10-Q
2025-07-22
For: 2025-05-31
View Original
Added on
April 06, 2026
About this 10-Q
Upay filed this 10-Q on July 22, 2025, covering the quarter ended May 31, 2025 (FY2026 Q1).
Headline figures
Quarter ended May 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $170.41K
- down 33.8% from $257.25K a year earlier
- Net loss
- $141.99K
- compared with a net loss of $150.68K a year earlier
- Diluted EPS
- -$0.01
- compared with -$0.01 a year earlier
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 , 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 not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
¨
No
The Company has
shares outstanding as of July 14, 2025.
UPAY, Inc.
Consolidated Financial Statements
Index | |
Table of Contents | |
The accompanying notes are an integral part of these consolidated financial statements.
| F-1 |
UPAY, INC.
Consolidated Balance Sheets
(Expressed in U.S. dollars)
May 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.
Consolidated Statements of Operations and Comprehensive Loss
(Expressed in U.S. dollars)
(unaudited)
Three Months | Three Months | |||||||
Ended | Ended | |||||||
May 31, | May 31, | |||||||
2025 | 2024 | |||||||
Revenue | $ | $ | ||||||
Cost of revenue | ( | ) | ( | ) | ||||
Gross Profit | ||||||||
Expenses | ||||||||
Amortization of right-of-use assets (Note 4) | ||||||||
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.
Consolidated Statement of Stockholders’ Deficit and Accumulated Other Comprehensive Loss
(Expressed in U.S. dollars)
(unaudited)
Accumulated | ||||||||||||||||||||||||||||
Additional | Common | Other | ||||||||||||||||||||||||||
Common Stock | Paid-in | Stock | Accumulated | Comprehensive | ||||||||||||||||||||||||
Shares | Amount | Capital | Issuable | Deficit | Loss | Total | ||||||||||||||||||||||
Balance – February 29, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||
Common stock issuable for services | – | – | – | – | – | |||||||||||||||||||||||
Net loss | – | – | – | – | ( | ) | – | ( | ) | |||||||||||||||||||
Foreign currency translation adjustments | – | – | – | – | – | |||||||||||||||||||||||
Balance – May 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||
Balance – February 28, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||
Common stock issuable for services | – | – | – | – | – | |||||||||||||||||||||||
Net loss | – | – | – | – | ( | ) | – | ( | ) | |||||||||||||||||||
Foreign currency translation adjustment | – | – | – | – | – | |||||||||||||||||||||||
Balance – May 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-4 |
UPAY, Inc.
Consolidated Statements of Cash Flows
(Expressed in U.S. dollars)
(unaudited)
Three Months Ended May 31, 2025 | Three Months Ended May 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 Financing Activities | ||||||||
Proceeds from notes payable to related parties | ||||||||
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 | $ | $ | ||||||
| F-5 |
|
1. |
Nature of Operations and Continuance of Business |
UPAY, Inc. (the “Company”) was incorporated in the State of Nevada on July 8, 2015. By a Share Exchange Agreement dated November 4, 2015, the Company agreed to acquire all of the issued and outstanding shares of Rent Pay (Pty) Ltd (“Rent Pay”), in exchange for 200,000 shares of the Company’s common stock. The acquisition was a capital transaction in substance and therefore was accounted for as a recapitalization. Rent Pay was incorporated in South Africa on February 1, 2012. Because Rent Pay was deemed to be the acquirer for accounting purposes, the consolidated financial statements are presented as a continuation of Rent Pay and include the results of operations of Rent Pay since incorporation on February 1, 2012, and the results of operations of the Company since the date of acquisition on November 4, 2015. On March 2, 2022, the Company acquired a controlling interest in Miway Finance Inc. (“Miway”), which was determined to be a transaction between entities under common control. On May 30, 2023, the Company incorporated a wholly-owned subsidiary, taking a 51 % controlling interest in Huntpal LLC (“Huntpal”). On June 13, 2024, the Company acquired the remaining non-controlling interest in Huntpal, increasing its ownership to 100 %. On May 28, 2024, the Company acquired a controlling interest in AML Go (Pty) Ltd (“AML”) which was incorporated on July 3, 2023. AML was determined to be an entity under common control, and the transaction was considered immaterial due to the nominal assets and liabilities at the time of acquisition.
Rent Pay operates principally in South Africa and engages in software development and licensing and provides services to the credit provider industry.
|
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 May 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.
|
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 May 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-6 |
|
f) |
Recent Accounting Pronouncements |
The Company has implemented all new accounting pronouncements that are in effect and that may impact its unaudited consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
|
3. |
Property and Equipment, Net |
Property and equipment, net, consists of the following:
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Cost |
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Accumulated Depreciation |
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May 31, 2025 Net Carrying Value |
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February 28, 2025 Net Carrying Value |
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Computer equipment |
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$ |
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$ |
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$ |
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$ |
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Computer software |
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Furniture and fixtures |
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Motor vehicle |
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Office equipment |
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Total |
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$ |
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$ |
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$ |
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During the three months ended May 31, 2025, the Company recorded depreciation expense of $1,718 (2024 – $1,904 ).
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4. |
Right-Of-Use Assets, Net |
Right-of-use assets, net, consist of the following:
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Cost |
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Accumulated Amortization |
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May 31, 2025 Net Carrying Value |
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February 28, 2025 Net Carrying Value |
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Right-of-use building (operating lease) |
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$ |
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$ |
( |
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$ |
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$ |
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During the three months ended May 31, 2025, the Company recorded rent expense of $5,676 (2024 - $5,268 ) related to Company’s right-of-use building.
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5. |
Due to Related Parties |
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a) |
On March 24, 2021, the Company entered into a promissory note with the Chief Executive Officer (“CEO”) of the Company for $ |
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b) |
On September 7, 2021, the Company entered into a promissory note with the CEO of the Company for $ |
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c) |
On February 11, 2022, the Company entered into a promissory note with the CEO of the Company for $ |
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d) |
On April 14, 2021, the Company entered into a promissory note with a company controlled by a significant shareholder of the Company for $ |
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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-7 |
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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 $ |
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g) |
On May 2, 2022, the Company entered into a promissory note with a company controlled by a significant shareholder of the Company for $ |
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h) |
On September 9, 2022, the Company entered into a promissory note with a company controlled by a significant shareholder of the Company for $ |
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i) |
On January 31, 2025, the Company entered into a promissory note with a company controlled by a significant shareholder of the Company for $ |
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j) |
On March 3, 2025, the Company entered into a promissory note with a company controlled by a significant shareholder of the Company for $ |
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k) |
On May 9, 2025, the Company entered into a promissory note with a company controlled by a significant shareholder of the Company for $ |
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l) |
On May 22, 2025, the Company entered into a promissory note with a company controlled by a significant shareholder of the Company for $ |
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m) |
As at May 31, 2025, the Company owes a total of $ |
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n) |
During the three months ended May 31, 2025, the Company incurred salary expenses of $ |
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o) |
During the three months ended May 31, 2025, the Company incurred directors’ fees of $ |
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p) |
During the three months ended May 31, 2025, the Company incurred directors’ fees of $ |
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q) |
During the three months ended May 31, 2025, the Company incurred management fees of $ |
| F-8 |
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6. |
Notes Payable |
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a) |
On May 20, 2020, the Company entered into a promissory note with a third-party lender for $ $ |
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b) |
On May 27, 2020, the Company entered into a promissory note with the U.S. Small Business Administration for $ |
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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. |
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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 $1,952 (R34,832 ). The interest rate underlying the obligation in the lease was 11 % per annum.
The following is a schedule by years of future minimum lease payments under the remaining finance leases together with the present value of the net minimum lease payments as of May 31, 2025:
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Years ending February 28: |
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Building Lease (Operating Lease) |
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2026 |
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$ |
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2027 |
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2028 |
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Net minimum lease payments |
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Less: amount representing interest payments |
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Present value of net minimum lease payments |
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Less: current portion |
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Long-term portion |
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$ |
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8. |
Common Stock |
Share transactions for the three months ended May 31, 2025:
The company accrued 50,000 shares of common stock issuable with a fair value of $34,250 pursuant to Director Agreements (Note 10(a) and Note 10(b)).
Share transactions for the three months ended May 31, 2024:
The Company accrued 83,332 shares of common stock issuable with a fair value of $83,332 pursuant to a Director Agreement (Note 10(a)) and a Director and Officer Agreement (Note 10(b)).
| F-9 |
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9. |
Concentrations |
The Company’s revenues were concentrated among four customers for the three months ended May 31, 2025, and two customers for the three months ended
May 31
, 2024.
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Customer |
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Three months Ended May 31, 2025 |
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Customer |
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Three months Ended May 31, 2024 |
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The Company’s receivables were concentrated among two customers as at May 31, 2025, and three customers as at February 28, 2025:
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Customer |
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May 31, 2025 |
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Customer |
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February 28, 2025 |
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10. |
Commitments and Contingencies |
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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 During the year ended February 28, 2023 , the Company recognized board member compensation of $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 $16,750 , representing a fair value of 25,000 shares of common stock issuable for services rendered for the period from March 2025 to May 2025.
As at
May 31, 2025
, a total of 75,000 shares (February 28, 2025 – 50,000 shares) of common stock remain issuable to the director.
| F-10 |
b) | On March 1, 2023, the Company entered into agreements with a Director and COO of the Company for director services and management services for a term of During the year ende d February 29, 2024, the Company recognized management fees 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 $17,500 representing a fair value of 25,000 shares of common stock issuable for services rendered for the period from March 2025 to May 2025.
As at May 31, 2025, a total of 125,000 (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 R800,000 deposit to set up an electronic funds transfer debit facility with a vendor, which does not require a physical facility. During the year ended February 29, 2024, R600,000 of the deposit was returned to the Company. As at May 31, 2025, the balance of the deposit was $11,207 (R200,000 ) (February 28, 2025 – $10,807 (R200,000 ). 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.
DESCRIPTION OF BUSINESS
BUSINESS
Organization
We were incorporated in the state of Nevada on July 8, 2015. On November 4, 2015, we conducted the Share Exchange with Rent Pay, which became our wholly owned subsidiary
Our Mission
Our mission is to provide loan administration software to credit providers, retail stores, provisional service industry (doctors, lawyers, accountants) with a high-quality credit management software systems and customer support that will enable such industries to effectively operate and manage their business and credit risk in compliance with applicable US federal and state laws and the National Credit Act in South Africa.
Products and Services
South African Business Operations
Rent Pay (Pty) Ltd – ACPAS
Our South African subsidiary, Rent Pay (Pty) Ltd, offers a fully web-based client and loan administration platform, marketed under the trade name
ACPAS
. Designed for both physical branch outlets and online lenders, ACPAS seamlessly integrates traditional standalone administration platforms with payment gateways, credit bureaus, and other third-party services into a single, fully automated workflow.| F-11 |
Key features include:
· | Cloud-based loan origination compliant with all applicable legislation, enabling customers to grant loans, sell products, pay bills, or collect subscriptions entirely within the platform. |
· | Integrated third-party services , such as registered payment gateways, credit bureau inquiries, two-way SMS communications, credit protection insurance, and decision-making engines. |
· | Custom website development , delivering fully branded, ACPAS-integrated sites for our clients’ online lending portals. |
· | Basic accounting and bookkeeping capabilities built into the system, reducing the need for external financial software. |
In November 2021, to optimize our U.S. cost base, we closed our Grapevine, Texas sales office and retained only the registered Dallas entity. By February 2022, we paused active U.S. sales and operations due to the resignation of our Chief Executive Officer at that time, inability to meet our funding requirements for a successful rollout, constrained staffing in South Africa, and COVID-related challenges. Going forward, we will concentrate our sales efforts in Southern Africa, while exploring potential U.S. expansion opportunities under the leadership of our COO, Randall Greene.
AML GO (Pty) Ltd – AML Screening & Compliance Solutions
Our AML GO subsidiary, AML GO (Pty) Ltd, provides advanced anti–money laundering (AML) screening, compliance, and risk-management tools to South African financial institutions, fintech companies, and all accountable institutions. Through a secure, web-based portal, AML GO’s platform:
· | Automates customer due diligence (CDD) and enhanced due diligence (EDD) workflows, incorporating real-time watch-list screening (PEP, sanctions, and adverse media). |
· | Integrates seamlessly with national and international watch-lists, the Financial Intelligence Centre (FIC) registry and major credit bureaus for instant identity verification and credit-risk profiling. |
· | Offers built-in transaction monitoring , pattern-recognition analytics, and risk-scoring algorithms to detect and alert on suspicious activity in compliance with the Financial Intelligence Centre Act (FICA). |
· | Provides configurable reporting and audit-trail features that simplify regulatory reporting and support record-keeping requirements under South African AML regulations. |
· | Supports API connectivity , enabling clients to embed AML GO’s compliance checks directly into their existing loan-origination, onboarding, or payments systems. |
Since its founding, AML GO has empowered licensed credit providers, microlenders and digital lenders to meet their AML and Know-Your-Customer (KYC) obligations efficiently, reducing manual processes and helping to safeguard the integrity of South Africa’s financial system.
HUNTPAL (Pty) Ltd – South African Subsidiary
HUNTPAL (Pty) Ltd is the operational arm of HUNTPAL in South Africa, executing hunting trips for US groups in South Africa. The SA company will also in time also bring the same “Hunt Now–Pay Later” model to South African hunters seeking safari experiences.
Our South African entity:
· | Partners with accredited game farms and lodges , offering hunts for indigenous species such as kudu, impala, buffalo, and exotic game. |
· | Provides tailored financing plans , enabling clients to spread the cost of their safari packages over interest-free installments. |
· | Delivers end-to-end trip coordination , covering accommodation, professional hunters, field guides and trophy processing. |
· | Promotes community and conservation , collaborating with local communities on benefit-sharing initiatives and supporting wildlife conservation projects through a percentage of each booking. |
HUNTPAL (Pty) Ltd leverages deep local expertise and global marketing channels to deliver authentic African hunting adventures, backed by flexible payment options and unwavering commitment to ethical, sustainable practices.
| F-12 |
US Business operations:
HUNTPAL LLC – U.S. Operations
HUNTPAL LLC, headquartered in the United States, operates an online “Hunt Now–Pay Later” marketplace that connects licensed hunting outfitters with US hunters. We specialize in facilitating U.S. hunters to book and finance unforgettable safari experiences in South Africa, interest-free and on flexible installment plans, but our vision extends beyond South Africa, the Rainbow Nation. Over time, HUNTPAL LLC will broaden its network of vetted outfitters and financing partnerships to encompass prime hunting destinations in the US and around the world, delivering the same seamless booking, trip-planning and “pay-later” convenience to adventurers everywhere.
Hunt Now–Pay Later Offering
· | Facilitates interest-free financing , allowing customers to reserve and pay for guided hunts, gear packages and travel arrangements in manageable installments. |
· | Curates a network of vetted outfitters , ensuring compliance with all hunting regulations and offering a range of species, terrains, and experience levels. |
· | Integrates travel and logistics , including lodging, transportation, and gear rentals, into a single booking workflow. |
· | Provides customer support and trip planning , with dedicated Hunt Experts available to advise on licensing, bag limits and best seasons for target species. |
· | Offers marketing and promotional services to our outfitter partners, leveraging digital campaigns, email marketing and targeted social media to drive bookings and repeat business. |
HUNTPAL LLC serve hunters across multiple U.S. states, focusing on transparency, flexibility, and a seamless customer experience.
South African Business Operation:
Our South African subsidiary, Rent Pay (Pty) Ltd, currently provides a web-based client and loan administration software platform, the Automated Credit Provider Administration System, to registered lenders in South Africa, which we market under the name “
ACPAS
”.Our customer base consists of customers with physical branch outlets as well as online customers with lending websites. ACPAS was designed to bridge the gap between traditional standalone administration platforms, payment gateways, credit bureaus and other third-party service providers through this fully automated software platform.
We provide a cloud-based loan origination software system that is compliant with all applicable legislation and enables our customers to grant loans, sell products, pay bills or pay monthly subscriptions on terms, all within our software system. Our software platform features integrated third-party service providers are, for example, registered payment gateways, credit bureaus, two-way texting, credit protection insurance and decision-making platforms. We also develop tailor-made web sites for our customers that is fully integrated with our ACPAS system. Our system also includes basic accounting and bookkeeping functionality.
In an effort to reduce the cost of our US operations, in November 2021, we decided to close the sales office in Grapevine Texas and to only keep the registered Dallas office at this point in time. As of February 2022, we no longer pursue US sales and operations because of: (a) the resignation of our previous Chief Executive Officer, Wouter Fouche, in February 2022 who was to direct our planned US operations and the need to appoint new staff; (b) need to raise adequate funding to pursue and complete a successful US rollout; and (c) our current staff resources are restrained and the time difference between the US and South Africa and the location of all our staff resources in South Africa and the lingering effects of Covid presents difficulties. We will focus most of our sales effort in Southern Africa, first to expand in Southern Africa. We are currently also looking at potential expansion opportunities in the US by Randall Greene, our Chief Operating Officer/Director.
| F-13 |
Products in South Africa (ACPAS)
1. | Loan Origination System |
ACPAS
– Automated Credit Provider Administration System. A cloud-based management platform leased monthly on Software as a Service model (SaaS). ACPAS empowers our clients to oversee their businesses, clients and lending processes with full automation and legislative compliance.
2. Theme Studio – Business Online |
Fully customized website platform, developed and integrated with ACPAS, providing our clients with a public-facing website to engage and transact with customers in real time.
3. Credit Inquiries |
As a reseller of credit bureau services, we bundle and supply consumer credit inquiries through the ACPAS interface. Purchasing in bulk from major bureaus, we pass these inquiries to our clients at a competitive markup, so they can make informed lending decisions.
4. Credit Protection & Life Insurance |
Acting as an appointed agent for a licensed insurer, we embed credit protection and life-insurance offerings directly into ACPAS. Our clients can upsell these policies at the point of loan origination, and we earn monthly commissions on all referrals.
5. Debit-Order Transaction Fees |
Registered as a Third-Party Payment Provider (TPPP) in South Africa, we facilitate debit-order collections and charge a percentage-based fee per successful installment. This service streamlines repayment for consumers while ensuring timely remittance for our lender clients.
6. Development & Staff Services |
We provide bespoke software development and dedicated administrative staffing on a monthly-service basis, enabling clients to extend or customize ACPAS functionality and handle back-office operations seamlessly.
Products & Services (AML GO)
1. Customer Due Diligence (CDD) & Enhanced Due Diligence (EDD) |
A fully automated workflow for onboarding and monitoring clients, including real-time watch-list screening (PEP, sanctions, adverse media) and identity verification via integrated credit bureaus and government registries.
2. Transaction Monitoring & Alerts |
Continuous analysis of banking and transaction data against configurable risk-scoring algorithms to detect and flag suspicious patterns in compliance with FICA.
3. Regulatory Reporting & Audit Trails |
Pre-built, configurable reports and secure audit logs that satisfy South African AML and KYC record-keeping requirements, simplifying submissions to the Financial Intelligence Centre (FIC).
4. API & System Integration |
RESTful APIs and SDKs that allow clients to embed AML GO’s compliance checks into their existing loan origination, onboarding, and payment processing systems.
5. Training & Support Services |
Ongoing compliance training, documentation and help-desk support to ensure our clients maintain up-to-date AML procedures and maximize the value of the AML GO platform.
Products & Services (HUNTPAL)
1. Hunt Now–Pay Later Financing |
Interest-Free Installments
: Book your hunt and spread payments over 3–12 months.
Instant Approval
: Proprietary credit-risk algorithms deliver near-instant financing decisions.Transparent Terms
: No interest, no hidden fees.2. Marketplace & Booking Portal |
A user-friendly online platform connecting hunters to vetted outfitters in South Africa (with future expansions planned globally), featuring full trip-planning, gear rental and optional add-ons.
3. Outfitter & Ranch Partnerships |
Strategic alliances with accredited game farms, ranches and guides, ensuring compliance with local regulations and ethical, conservation-minded practices.
4. Logistics & Trip Management |
End-to-end coordination, including permits, firearm documentation, lodging, transfers and trophy processing, handled through our portal or by dedicated Hunt Experts.
5. Marketing & Promotional Services |
Digital marketing campaigns, email newsletters and social media support for outfitter partners to drive bookings and enhance their visibility in key markets.
| F-14 |
ITEM 1A. RISK FACTORS
As a “Smaller Reporting Company”, we are not required to provide this information.
ITEM 1B. UNRESOLVED STAFF COMMENTS
As a “Smaller Reporting Company”, we are not required to provide this information.
ITEM 1C.
CYBERSECURITY
Risk Management and Strategy
Securing our business information, intellectual property, customer and employee data and technology systems is essential for the continuity of our business, meeting applicable regulatory requirements and maintaining the trust of our stockholders.
Cybersecurity is an important and integrated part of our enterprise risk management function that identifies, monitors and mitigates business, operational and legal risks.To help protect us from a major cybersecurity incident that could have a material impact on operations or our financial results, the Company is in the process of implementing policies, programs and controls, including technology investments that focus on cybersecurity incident prevention, identification and mitigation.
The steps we expect to take to reduce our vulnerability to cyberattacks and to mitigate impacts from cybersecurity incidents include, but are not limited to: penetration testing by a third party vendor, agent based security scanning that runs continuously, establishing information security policies and standards, implementing information protection processes and technologies, monitoring our information technology systems for cybersecurity threats and implementing cybersecurity training.
In addition, we annually purchase a cybersecurity risk insurance policy that would help defray the costs associated with a covered cybersecurity incident if it occurred.Governance
Our Board of Directors is actively engaged in overseeing and reviewing our strategic direction and objectives, taking into account, among other considerations, our risk profile and related exposures, including oversight of risks from cybersecurity threats. As part of this oversight, the Company will update the Board periodically, and at least annually, on our cybersecurity program, including with respect to particular cybersecurity threats, cybersecurity incidents, new developments in our risk profile, the status of projects to strengthen our cybersecurity systems, assessments of our cybersecurity program, and the emerging threat landscape.
Management’s Discussion and Analysis of Financial Condition and Results of Operations – 3 Month Periods Ending May 31, 2025 and May 31, 2024.
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 |
| 2 |
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 ($2,305,237) at May 31, 2025. As of May 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.
Results of Operations: For the 3 months ended May 31, 2025 and May 31, 2024
Revenues
Our revenues for the 3-month period ended May 31, 2025 and 2024 were $170,414 and $257,249, respectively, reflecting decreased revenues of $86,835, which decrease is primarily attributable to a decrease in transactional revenue in our South African operations.
Net Loss/Profit
We had a net loss of $141,986 and a net loss of $150,677 for the 3-month ended May 31, 2025 and 2024, respectively, a decrease of net loss of $8,691, which is primarily attributable to a reduction in general and administrative expenses in our South African operations.
Operating Expenses
We incurred total operating expenses of $258,432 and $266,914, respectively, for the 3-month period ended May 31, 2025 and 2024, reflecting a $8,482 decrease for the 3 months ended May 31, 2025, which is attributable to a reduction in general and administrative expenses in our South African operations.
Liquidity and Capital Resources
We had negative working capital of $374,905 at May 31, 2025, and negative working capital of $386,487 at our fiscal year ended February 28, 2025, representing an increase of $11,582 in working capital.
Our net cash flows provided by operating activities was ($130,676) for the 3 months ended May 31, 2025 compared to ($425,730) for the 3 months ended May 31, 2024, representing a $295,054 decrease in negative cash flows provided by operating activities.
Our net cash provided by financing activities was $120,000 for the 3-month period ended May 31, 2025, compared to $0 for the three months ended May 31, 2024 reflecting a $120,000 increase in financing activities.
Off-Balance sheet arrangements
None.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable
| 3 |
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: July 22, 2025
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 |
EXHIBIT 31.1
CERTIFICATION
CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Wouter A. Fouche, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q of UPAY, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrants’ other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: July 22, 2025
/s/ Wouter A. Fouche |
|
Walter A. Fouche |
|
(Principal Executive Officer & Chief Executive Officer) |
|
EXHIBIT 31.2
CERTIFICATION
CHIEF FINANCIAL OFFICER/CHIEF ACCOUNTING OFFICER
PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Jaco C. Folscher, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q of UPAY, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrants’ other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: July 22, 2025
/s/ Jaco C. Folscher |
|
Jaco C. Folscher |
|
Chief Financial Officer/Chief Accounting Officer |
|
(Principal Financial Officer and Principal Accounting Officer) |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officer of UPAY, Inc. (the “Company”), does hereby certify, to such officer’s knowledge, that:
The Quarterly Report on Form 10-Q for the quarter ended May 31, 2025 (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: July 22, 2025
/s/ Jaco C. Folscher |
|
Jaco C. Folscher |
|
Principal Executive Officer/Chief Executive Officer |
|
(Principal Executive Officer and Chief Executive Officer) |
|
EXHIBIT 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
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 May 31, 2025 (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: July 22, 2025 |
|
|
|
/s/ Jaco C. Folscher |
|
Jaco C. Folscher |
|
Chief Financial Officer/Chief Accounting Officer |
|
(Principal Financial Officer/Chief Financial Officer/Principal Accounting Officer) |
|
The foregoing certifications are being furnished as an exhibit to the Form 10-Q pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) and, accordingly, is not being filed as part of the Form 10-Q for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.