QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Large accelerated filer | ¨ | Accelerated filer | ¨ |
¨ | Smaller reporting company | ||
Emerging Growth Company |
Index | |
Table of Contents | |
| F-1 |
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 | $ | $ | ||||||
| F-2 |
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Three Months |
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Three Months |
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Six Months |
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Six Months |
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Ended |
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Ended |
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Ended |
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Ended |
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August 31, |
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August 31, |
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August 31, |
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August 31, |
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2025 |
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2024 |
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2025 |
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2024 |
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Revenue |
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$ |
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$ |
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$ |
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$ |
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Cost of revenue |
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( |
) |
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( |
) |
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( |
) |
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( |
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Gross Profit |
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Expenses |
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Depreciation (Note 3) |
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General and administrative |
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Total Expenses |
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Loss Before Other Income (Expenses) and Income Taxes |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
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Other Income (Expenses) |
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Interest income |
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Interest expense |
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( |
) |
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( |
) |
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( |
) |
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( |
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Loss Before Income Taxes |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
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Provision for income taxes |
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Net Loss |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
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Other Comprehensive Income |
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Foreign currency translation adjustments |
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( |
) |
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( |
) |
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Comprehensive Loss |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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Net Loss Per Share – Basic and Diluted |
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$ |
( |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
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Weighted-average Common Shares Outstanding – Basic and Diluted |
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| F-3 |
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Accumulated |
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Additional |
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Common |
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Other |
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Common Stock |
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Paid-in |
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Stock |
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Accumulated |
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Comprehensive |
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Shares |
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Amount |
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Capital |
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Issuable |
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Deficit |
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Loss |
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Total |
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Balance – February 2 9 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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Common stock issuable for services |
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– |
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– |
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– |
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– |
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– |
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– |
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– |
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– |
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Net loss |
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– |
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– |
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– |
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– |
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( |
) |
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– |
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( |
) |
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– |
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– |
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– |
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Foreign currency translation adjustments |
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– |
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– |
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– |
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– |
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– |
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Balance – May 31, 2024 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
( |
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Common stock issuable for services |
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– |
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– |
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– |
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– |
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– |
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Common stock issued for cash |
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– |
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– |
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– |
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Common stock issued for Huntpal LLC acquisition |
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( |
) |
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– |
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– |
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– |
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– |
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Net loss |
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– |
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– |
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– |
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– |
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( |
) |
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– |
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( |
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Foreign currency translation adjustments |
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– |
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– |
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– |
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– |
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– |
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Balance – August 31, 2024 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
| F-4 |
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 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||
| F-5 |
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Six Months Ended August 31, 2025 |
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Six Months Ended August 31, 2024 |
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Cash Flows from Operating Activities |
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Net Loss |
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$ |
( |
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$ |
( |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Common stock issued or issuable for services |
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Depreciation |
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Provision for bad debts |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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( |
) |
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Prepaid expenses and other current assets |
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( |
) |
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Accounts payable and accrued liabilities |
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( |
) |
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( |
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Accounts payable – related party |
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Net Cash Used in Operating Activities |
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( |
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( |
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Cash Flows from Investing Activities |
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Purchase of fixed assets |
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( |
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Net Cash Used in Investing Activities |
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( |
) |
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Cash Flows from Financing Activities |
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Proceeds from related party loan |
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Proceeds from common stock issued for cash |
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Net Cash Provided by Financing Activities |
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Effect of Exchange Rate Changes on Cash |
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( |
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Change in Cash and Cash Equivalents |
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( |
) |
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( |
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Cash and Cash Equivalents - Beginning of Period |
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Cash and Cash Equivalents - End of Period |
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$ |
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$ |
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Supplemental Disclosures of Cash Flow Information: |
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Interest paid |
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$ |
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$ |
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Income taxes paid |
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$ |
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$ |
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Non-cash Investing and Financing Activities: |
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Common stock issued for acquisition of Huntpal LLC |
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$ |
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$ |
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| F-6 |
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1. |
Nature of Operations and Continuance of Business |
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2. |
Summary of Significant Accounting Policies |
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a) |
Basis of Presentation |
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b) |
Interim Financial Statements |
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c) |
Use of Estimates |
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d) |
Going Concern |
| F-7 |
e) | Segment Information |
f) | Recent Accounting Pronouncements |
3. | Property and Equipment, Net |
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 | $ | $ | ( | ) | $ | $ | ||||||||||
4. | Right-Of-Use Assets, Net |
Cost | Accumulated Amortization | August 31, 2025 Net Carrying Value | February 28, 2025 Net Carrying Value | |||||||||||||
Right-of-use building (operating lease) | $ | $ | ( | ) | $ | $ | ||||||||||
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 |
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 |
a) | On June 13, 2024, the Company issued |
b) | On July 22, 2024, the Company issued |
c) | The Company accrued |
| F-10 |
9. | Concentrations |
Customer | Six months Ended August 31, 2025 | |
1 | ||
2 |
Customer | Six months Ended August 31, 2024 | |
1 | ||
2 |
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 |
| 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 |
11. | Deposit |
12. | Subsequent Event |
| F-12 |
|
Customer |
|
Six months Ended August 31, 2025 |
|
|
|
|
|
1 |
|
24% |
|
2 |
|
9% |
|
Customer |
|
Six months Ended August 31, 2024 |
|
|
|
|
|
1 |
|
32% |
|
2 |
|
14% |
|
Customer |
|
August 31, 2025 |
|
|
|
|
|
1 |
|
42% |
|
2 |
|
13% |
|
Customer |
|
February 28, 2025 |
|
|
|
|
|
1 |
|
27% |
|
2 |
|
20% |
|
3 |
|
18% |
|
· |
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 |
| 3 |
| 4 |
|
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 |
|
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, 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: October 10, 2025
/s/ Jaco C. Folscher |
|
Jaco C. Folscher |
|
(Principal Executive Officer & Chief Executive Officer) |
|
EXHIBIT 31.2
CERTIFICATION
CHIEF FINANCIAL OFFICER/CHIEF ACCOUNTING OFFICER
PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, 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: October 10, 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 August 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: October 10, 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 August 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: October 10, 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.