UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
November 30
,
2025
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____to .
Commission File Number 333-212447
UPAY, Inc.
(Exact name of small business issuer as specified in its charter)
NEVADA
37-1793622
(State or other jurisdiction of incorporation or
organization)
(I.R.S. Employer Identification No.)
3010 LBJ Freeway, 12
th
Floor
Dallas, Texas 75234
(Address of principal executive offices)
(972) 888-6052
(Company’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
x
No
¨
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
¨
Non-accelerated filer
¨
Smaller reporting company
x
Emerging Growth Company
x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
¨
No
x
The Company has 17,495,211 common shares outstanding as of January 13, 2026
TABLE OF CONTENTS
Page
PART I — Financial Information


2
UPAY, Inc.
C
onsolidated Financial Statements
(
unaudited
)
Index
Table of Contents
F-1
UPAY, INC.
C
o
nsolidated Balance Sheets
(Expressed in U.S. dollars)
November 30,
2025
February 28,
2025
(unaudited)
ASSETS
Current Assets
Cash and cash equivalents
$
67,418
$
55,362
Accounts receivable, net of allowance
57,165
39,704
Prepaid expenses and other current assets
12,029
52,648
Total Current Assets
136,612
147,714
Property and Equipment, Net (Note 3)
12,630
15,912
Right-of-use Assets, Net (Note 4)
50,950
59,716
Deposit (Note 11)
11,653
10,807
Total Assets
$
211,845
$
234,149
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities
$
101,512
$
133,172
Due to related parties (Note 5)
52,434
80,817
Current portion of lease liabilities (Note 7)
21,125
17,077
Current portion of notes payable (Note 6)
15,322
1,635
Current portion of notes payable in default (Note 6)
50,500
50,500
Notes Payable – Related parties (Note 5)
95,000
251,000
Total Current Liabilities
335,893
534,201
Non-Current Liabilities
Lease Liabilities (Note 7)
29,825
42,639
Notes Payable (Note 6)
62,478
76,165
Notes Payable –
Related
Parties (Note 5)
270,000
50,000
Total Liabilities
698,196
703,005
Stockholders’ Deficit
Preferred Stock, $0.001 par value, 10,000,000 shares authorized;
no shares issued and outstanding
–
–
Common Stock, $0.001 par value, 100,000,000 shares authorized;
17,495,211 and 16,595,211 shares issued and outstanding
17,395
16,595
Common Stock Issuable
206,250
103,500
Additional Paid-in Capital
2,815,237
1,646,037
Accumulated
Deficit
(3,454,612
)
(2,163,251
)
Accumulated
Other
Comprehensive
Loss
(70,621
)
(71,737
)
Total
Stockholders
’ Deficit
(486,351
)
(468,856
)
Total Liabilities and
Stockholders
’ Deficit
$
211,845
$
234,149
The accompanying notes are an integral part of these consolidated financial statements.
F-2
UPAY, Inc.
Consolidated Statements of Operations and Comprehensive Loss
(Expressed in U.S. dollars)
(unaudited)
Three Months
Three Months
Nine Months
Nine Months
Ended
Ended
Ended
Ended
November 30,
November 30,
November 30,
November 30,
2025
2024
2025
2024
Revenue
$
184,587
$
150,366
$
543,948
$
575,686
Cost of revenue
(54,544
)
(44,399
)
(142,329
)
(228,110
)
Gross Profit
130,043
105,967
401,619
347,576
Expenses
Depreciation (Note 3)
1,722
1,961
5,197
5,816
General and administrative
241,711
254,827
745,685
820,783
Total Expenses
243,433
256,788
750,882
826,599
Loss Before Other Income (Expenses) and Income Taxes
(113,390
)
(150,821
)
(349,263
)
(479,023
)
Other Income (Expenses)
Interest income
(1,007
)
287
897
3,058
Interest expense
(13,326
)
(8,650
)
(38,595
)
(25,220
)
Loss on settlement of debt
(904,400
)
–
(904,400
)
–
Loss Before Income Taxes
(1,032,123
)
(159,184
)
(1,291,361
)
(501,185
)
Provision for income taxes
–
–
–
–
Net Loss
(1,032,123
)
(159,184
)
(1,291,361
)
(501,185
)
Other Comprehensive Income
Foreign currency translation adjustments
2,367
(7,049
)
1,116
6,431
Comprehensive
Loss
$
(1,029,756
)
$
(166,233
)
$
(1,290,245
)
$
(494,754
)
Net Loss Per Share – Basic and Diluted
$
(0.06
)
$
(0.01
)
$
(0.08
)
$
(0.03
)
Weighted-average Common
Shares
Outstanding
– Basic and Diluted
17,120,486
16,740,856
16,969,756
16,504,190
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
15,708,544
$
15,708
$
1,116,590
$
313,331
$
(1,623,189
)
$
(77,247
)
$
(254,807
)
Common stock issuable for services
–
–
–
83,332
–
–
83,332
Net loss
–
–
–
–
(150,677
)
–
(150,677
)
Foreign currency translation adjustments
–
–
–
–
–
3,027
3,027
Balance – May 31, 2024
15,708,544
$
15,708
$
1,116,590
$
396,663
$
(1,773,866
)
$
(74,220
)
$
(319,125
)
Common stock issuable for services
–
–
–
83,332
–
–
83,332
Common stock issued for cash
200,000
200
99,800
–
–
–
100,000
Common stock issued for Huntpal LLC acquisition
220,000
220
(220
)
–
–
–
–
Net loss
–
–
–
–
(191,324
)
–
(191,324
)
Foreign currency translation adjustments
–
–
–
–
–
10,453
10,453
Balance – August 31, 2024
16,128,544
$
16,128
$
1,216,170
$
479,995
$
(1,965,190
)
$
(63,767
)
$
(316,664
)
Stock issued for services
100,000
100
66,900
–
–
–
67,000
Common stock issuable for services
–
–
–
58,332
–
–
58,332
Net loss
–
–
–
–
(159,184
)
–
(159,184
)
Foreign currency translation adjustments
–
–
–
–
–
(7,049
)
(7,049
)
Balance – November 30, 2024
16,228,544
$
16,228
$
1,283,070
$
538,327
$
(2,124,374
)
$
(70,816
)
$
(357,565
)
The accompanying notes are an integral part of these
consolidated
financial statements.
F-4
UPAY, Inc.
C
onsolidated Statement of Stockholders’ Deficit and Accumulated Other Comprehensive Loss
(Expressed in U.S. dollars)
(unaudited)
Accumulated
Additional
Common
Other
Common Stock
Paid-in
Stock
Accumulated
Comprehensive
Shares
Amount
Capital
Issuable
Deficit
Loss
Total
Balance – February 28, 2025
16,595,211
$
16,595
$
1,646,037
$
103,500
$
(2,163,251
)
$
(71,737
)
$
(468,856
)
Common stock issuable for services
–
–
–
34,250
–
–
34,250
Net loss
–
–
–
–
(141,986
)
–
(141,986
)
Foreign currency translation adjustment
–
–
–
–
–
16
16
Balance – May 31, 2025
16,595,211
$
16,595
$
1,646,037
$
137,750
$
(2,305,237
)
$
(71,721
)
$
(576,576
)
Common stock issuable for services
–
–
–
34,250
–
–
34,250
Net loss
–
–
–
–
(117,252
)
–
(117,252
)
Foreign currency translation adjustment
–
–
–
–
–
(1,267
)
(1,267
)
Balance – August 31, 2025
16,595,211
$
16,595
$
1,646,037
$
172,000
$
(2,422,489
)
$
(72,988
)
$
(660,845
)
Common stock issued for cash
100,000
–
50,000
–
–
–
50,000
Common stock issued for settlement of debt
800,000
800
1,119,200
–
–
–
1,120,000
Common stock
issuable
for services
–
–
–
34,250
–
–
34,250
Net loss
–
–
–
–
(1,032,123
)
–
(1,032,123
)
Foreign currency translation adjustment
–
–
–
–
–
2,367
2,367
Balance – November 30, 2025
17,495,211
17,395
2,815,237
206,250
(3,454,612
)
(70,621
)
(486,351
)
The accompanying notes are an integral part of these consolidated financial statements.
F-5
UPAY, Inc.
Consolidated Statements of Cash Flows
(Expressed in U.S. dollars)
(unaudited)
Nine Months
Ended
November 30,
2025
Nine Months
Ended
November 30,
2024
Cash Flows from Operating Activities
Net Loss
$
(1,291,361
)
$
(501,185
)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued or issuable for services
102,750
236,163
Depreciation
5,197
5,816
Provision for bad debts
13,944
–
Loss on settlement of debt
904,400
–
Changes in operating assets
and
liabilities:
Accounts receivable
(28,069
)
42,729
Prepaid expenses and other current assets
40,821
(10,000
)
Accounts payable and accrued liabilities
(38,228
)
(534,638
)
Accounts payable – related party
31,171
19,478
Net Cash Used in Operating Activities
(259,375
)
(741,637
)
Cash Flows from Investing Activities
Purchase of fixed assets
(842
)
–
Net Cash Used in Financing Activities
(842
)
–
Cash Flows from Financing Activities
Proceeds from related party loan
220,000
–
Proceeds from common stock issued for cash
50,000
100,000
Net Cash Provided by Financing Activities
270,000
100,000
Effect of Exchange Rate Changes on Cash
2,273
30,726
Change in Cash and Cash Equivalents
12,056
(610,911
)
Cash and Cash Equivalents - Beginning of Period
55,362
642,846
Cash and Cash Equivalents - End of Period
$
67,418
$
31,935
Supplemental Disclosures of Cash Flow Information:
Interest paid
$
38,595
$
25,220
Income taxes paid
$
–
$
–
Non-cash Investing and Financing Activities:
Common stock issued for acquisition of Huntpal LLC
$
–
$
147,400
Common stock issued for debt settlement
$
215,600
$
–
The accompanying notes are an integral part of these consolidated financial statements.
F-6
1.
Nature of Operations and Continuance of Business
UPAY, Inc. (the “Company”) was incorporated in the State of Nevada on July 8, 2015. Pursuant to a November 4, 2025 Share Exchange Agreement , the Company agreed to acquire all of the issued and outstanding shares of Rent Pay (Pty) Ltd (“Rent Pay”), in exchange for 200,000 shares of the Company’s common stock. The acquisition was a capital transaction in substance and therefore was accounted for as a recapitalization. Rent Pay was incorporated in South Africa on February 1, 2012. Because Rent Pay was deemed to be the acquirer for accounting purposes, the consolidated financial statements are presented as a continuation of Rent Pay and include the results of operations of Rent Pay since incorporation on February 1, 2012, and the results of operations of the Company since the date of acquisition on November 4, 2015. On March 2, 2022, the Company acquired a controlling interest in Miway Finance Inc. (“Miway”) in a transaction between entities under common control. On May 30, 2023, the Company incorporated a wholly-owned subsidiary, Huntpal LLC (“Huntpal”), taking a 51% controlling interest in Huntpal. On June 13, 2024, the Company acquired the remaining non-controlling interest in Huntpal, increasing its ownership to 100%. On May 28, 2024, the Company acquired a controlling interest in AML Go (Pty) Ltd (“AML”), a South African entity, which was incorporated on July 3, 2023. AML was determined to be an entity under common control, and the transaction was considered immaterial due to the nominal assets and liabilities at the time of acquisiti
on.
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 November 30, 2025, the Company does not have sufficient revenues to execute its business plan. The Company intends to fund operations through equity financing arrangements. There is no assurance that this will be successful. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
F-7
e)
Segment Information
In accordance with the provisions of ASC 280-10,
“Disclosures about Segments of an Enterprise and Related Information”,
the Company is required to report financial and descriptive information about its reportable operating segments. The Company has one operating segment as of November 30, 2025, and February 28, 2025. The Company manages its operations as a single operating segment for the purpose of assessing performance and making operating decisions. Accordingly, all assets are considered to relate to the single operating segment and are consistent with the total assets presented on the Company’s consolidated balance sheet. The Company’s Chief Operating Decision Maker (“CODM”) is its executive management committee. The CODM allocates resources and evaluates the performance of the Company using information about combined net income from operations. All significant operating decisions are based upon an analysis of the Company as one operating segment, which is the same as its reporting segment.
f)
Recent Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect and that may impact its unaudited consolidated financial 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:
Cost
Accumulated
Depreciation
November 30,
2025
Net Carrying Value
February 28,
2025
Net Carrying Value
Computer equipment
$
15,921
$
14,549
$
1,372
$
1,912
Computer software
206,000
206,000
–
5
Furniture and fixtures
10,752
9,573
1,179
1,548
Motor vehicle
26,483
16,567
9,916
12,114
Office equipment
4,616
4,453
163
333
Total
$
263,772
$
251,142
$
12,630
$
15,912
During the nine months ended November 30, 2025, the Company recorded depreciation expense of $
5,197
(2024 – $
5,816
). During the nine months ended November 30, 2025, the Company acquired $842 (2024 - $
nil
) of computer equipment.
4.
Right-Of-Use Assets, Net
Right-of-use assets, net, consist of the following:
Cost
Accumulated
Amortization
November 30,
2025
Net Carrying
Value
February 28,
2025
Net Carrying
Value
Right-of-use building (operating lease)
$
61,038
$
10,088
$
50,950
$
59,716
During the nine months ended November 30, 2025, the Company recorded rent expense of $17,599 (2024 – $
16,253
) related to Company’s right-of-use building.
5.
Due to Related Parties
a)
On March 24, 2021,
the
Company entered into a promissory note with the Chief Executive Officer (“CEO”) of the Company for $
10,000
, which is unsecured, bears interest of
10
% per annum and matured on
March 24, 2022
. As at November 30, 2025, the outstanding principal is $
10,000
(February 28, 2025 – $
10,000
) and the Company has recognized accrued interest of $
4,690
(February 28, 2025 – $
3,937
), which is included in due to related parties.
b)
On September 7, 2021, the Company entered into a promissory note with the Company’s CEO for $
10,000
, which is unsecured, bears interest of
10
% per annum and matured on
March 7, 2022
. As at November 30, 2025, the outstanding principal is $
10,000
(February 28, 2025 – $
10,000
) and the Company has recognized accrued interest of $
4,233
(February 28, 2025 – $3,479) which is included in due to related parties.
c)
On February 11, 2022, the Company entered into a promissory note with the Company’s CEO for $
20,000
, which is unsecured, bears interest of
10
% per annum and matured on
February 11, 2023
. As at November 30, 2025, the outstanding principal is $
20,000
(February 28, 2025 – $
20,000
) and the Company has recognized accrued interest of $
7,605
(February 29, 2024 – $
6,099
), which is included in due to related parties.
F-8
d)
On April 14, 2021, the Company entered into a promissory note with a company controlled by a significant shareholder of the Company for $
26,000
, which is unsecured, bears interest of
10
% per annum and matured on October 13, 2023. As at November 30, 2025, the outstanding principal is $
nil
(February 28, 2025 – $
26,000
) and the Company has recognized accrued interest of $
nil
(February 28, 2025 – $
10,087
), which is included in due to related parties. On October 17, 2025, the Company issued 140,007 shares of common stock with a fair value of $196,010 to settle the outstanding principal of $26,000 and accrued interest of $11,732, resulting in a loss on settlement of debt of $158,278 (Note 8(b)).
e)
On February 11, 2022, the Company entered into a promissory note with a company controlled by a significant shareholder of the Company for $
130,000
, which is unsecured, bears interest of
10
% per annum and matures on
February 11, 2023
. As at November 30, the outstanding principal is $
nil
(February 28, 2025 – $
130,000
) and the Company has recognized accrued interest of $
nil
(February 28, 2025 – $
39,641
), which is included in due to related parties. On October 17, 2025, the Company issued 659,993 shares of common stock with a fair value of $923,990 to settle the outstanding principal of $130,000 and accrued interest of $47,868, resulting in a loss on settlement of debt of $746,122 (Note 8(b)).
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 $
15,000
, which is unsecured, bears interest of
10
% per annum and matured on
October 13, 2023
. As at November 30, 2025, the outstanding principal is $
15,000
(February 28, 2025 – $
15,000
) and the Company has recognized accrued interest of $
6,949
(February 28, 2025 – $
5,819
), which is included in due to related parties.
g)
On May 2, 2022, the Company entered into a promissory note with a company controlled by a significant shareholder of the Company for $
25,000
, which is unsecured, bears interest of
10
% per annum and matured on
March 2, 2023
. As at November 30, 2025, the outstanding principal is $
25,000
(February 28, 2025 – $
25,000
) and the Company has recognized accrued interest of $
8,959
(February 28, 2025 – $
7,075
), which is included in due to related parties.
h)
On September 9, 2022, the Company entered into a promissory note with a company controlled by a significant shareholder of the Company for $
15,000
, which is unsecured, bears interest of
10
% per annum and matured on September 9, 2023. As at November 30, 2025, the outstanding principal is $
15,000
(February 28, 2025 – $
15,000
) and the Company has recognized accrued interest of $
4,841
(February 28, 2025 – $
3,711
), which is included in due to related parties.
i)
On January 31, 2025, the Company entered into a promissory note with a company controlled by a significant shareholder of the Company for $
50,000
, which is unsecured, bears interest of
10
% per annum and matures on
January 31, 2027
. As at November 30, 2025, the outstanding principal is $
50,000
(February 28, 2025 - $
50,000
) and the Company has recognized accrued interest of $
4,151
(February 28, 2025 – $
383
), which is included in due to related parties.
j)
On March 3, 2025, the Company entered into a promissory note with a company controlled by a significant shareholder of the Company for $
50,000
, which is unsecured, bears interest of
10
% per annum and matures on
March 3, 2027
. As at November 30, 2025, the outstanding principal is $
50,000
and the Company has recognized accrued interest of $
3,726
, which is included in due to related parties.
k)
On May 9, 2025, the Company entered into a promissory note with a company controlled by a significant shareholder of the Company for $
29,000
, which is unsecured, bears interest of
10
% per annum and matures on
May 9, 2027
. As at November 30, 2025, the outstanding principal is $
29,000
and the Company has recognized accrued interest of $
1,629
, which is included in due to related parties.
l)
On May 22, 2025, the Company entered into a promissory note with a company controlled by a significant shareholder of the Company for $
41,000
, which is unsecured, bears interest of
10
% per annum and matures on
May 22, 2027
. As at November 30, 2025, the outstanding principal is $
41,000
and the Company has recognized accrued interest of $
2,157
, which is included in due to related parties.
m)
On July 23, 2025, the Company entered into a promissory note with a company controlled by a significant shareholder of the Company for $
50,000
, which is unsecured, bears interest of
10
% per annum and matures on
July 23, 2027
. As at November 30, 2025, the outstanding principal is $
50,000
and the Company has recognized accrued interest of $
1,781
, which is included in due to related parties.
n)
On September 12, 2025, the Company entered into a promissory note with a company controlled by a significant shareholder of the Company for $
50,000
, which is unsecured, bears interest of
10
% per annum and matures on September 12, 2027. As at November 30, 2025, the outstanding principal is $
50,000
and the Company has recognized accrued interest of $
1,082
, which is included in due to related parties.
o)
As at November 30, 2025, the Company owes a total of $
631
(February 28, 2025 – $
600
) to officers of the Company for advances, which are unsecured, non-interest bearing and due on demand.
p)
During the nine months ended November 30, 2025, the Company incurred salary expenses of $
83,901
(R
1,494,556
) (2024 – $
81,332
(R
1,479,774
)) to the CEO of the Company.
F-9
q)
During the nine months ended November 30, 2025, the Company incurred directors’ fees of $
102,750
(2024 – $
50,000
) to a
Director and COO of the Company
pursuant to a Director Agreement (Note 10(b)).
r)
During the nine months ended November 30, 2025, the Company incurred directors’ fees of $
3,368
(R
60,000
) (2024 – $
3,297
(R
60,000
)) to a Director of the Company.
s)
During the nine months ended November 30, 2025, the Company incurred management fees of $
nil
(2024 - $174,996) to the Director and former Chief Operating Officer (“COO”) of the Company pursuant to a Director and Officer Agreement (Note 10(b)).
6.
Notes Payable
a)
On May 20, 2020, the Company entered into a promissory note with a third-party lender for $
25,000
, which is unsecured, bears interest of
10
% per annum and matured on May 20, 2023. As at November 30, 2025, the Company has recognized accrued interest of $
13,836
(February 28, 2025 –
$
11,952
), which is included in accounts payable and accrued liabilities.
b)
On May 27, 2020, the Company entered into a promissory note with the U.S. Small Business Administration for $
77,800
, which is secured by the assets of the Company, bears interest of
3.75
% per annum and matures on May 27, 2050. Instalment payments, including principal and interest, of $
380
per month will begin 12 months from the date of the promissory note. As at November 30, 2025, the Company has recognized accrued interest of $
15,310
(February 28, 2025 – $
13,112
), which is included in accounts payable and accrued liabilities.
c)
On October 22, 2021, the Company entered into a promissory note with a third-party lender for $
25,500
, which is unsecured, bears interest of
10
% per annum and matured on
October 13, 2023
. As at November 30, 2025, the Company has recognized accrued interest of $
10,479
(February 28,
2025 –
$
8,558
), which is
included in accounts payable and accrued liabilities.
7.
Lease Liabilities
On February 1, 2025, the Company entered a
one-year
lease with a
two-year
renewal option for office space in South Africa. Rental payments are due at the beginning of each month and increase at an annual escalation rate of
6
%. The base monthly rental rate is $
1,907
(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 November 30, 2025:
Years ending February 28:
Building Lease
(Operating Lease)
2026
$
6,332
2027
26,072
2028
25,220
Net minimum lease payments
57,624
Less: amount representing interest payments
(6,674
)
Present value of net minimum lease payments
50,950
Less: current portion
(21,125
)
Long-term portion
$
29,825
8.
Common Stock
Share transactions for the nine months ended November 30, 2025:
a)
On October 8, 2025, the Company issued
100,000
shares of common stock for proceeds of $
50,000
.
b)
On November 11, 2025, the Company issued 800,000 shares of common stock with a fair value of $1,120,000 to settle notes payable to related parties and accrued interest totaling $215,600, resulting in a loss on settlement of debt of $904,400.
c)
During the nine months ended November 30, 2025, the Company accrued
150,000
shares of common stock issuable with a fair value of $
102,750
pursuant to Director Agreements (Note 10(a) and Note 10(b)).
F-10
Share transactions for the nine months ended November 30, 2024:
a)
On June 13, 2024, the Company issued
220,000
shares of common stock with a fair value of $
147,400
to acquire the remaining
49
% non-controlling interest in Huntpal LLC. At the date of acquisition, the carrying value of the non-controlling interest was $
nil
, resulting in a loss of $
147,180
which was recognized against additional paid-in capital.
b)
On July 22, 2024, the Company issued
200,000
shares of common stock for proceeds of $
100,000
.
c)
On September 6, 2024, the Company issued 100,000 shares of common stock with a fair value of $67,000 for legal services, which vested on September 6, 2025. The fair value of the shares of common stock will be amortized over the 12-month vesting period. The issuance is also subject to a 5-year service condition, for which the shares of common stock will be clawed back on a pro-rated basis for any portion of the service term not provided.
d)
During the nine months ended November 30, 2024, the Company accrued $50,000 of common stock issuable for 50,000 common stock pursuant to a Director Agreement (Note 10(a)) and $174,996 of common stock issuable for 174,996 shares of common stock pursuant to an Officer Agreement (Note 10(b)).
9.
Concentrations
The Company’s revenues were concentrated among two customers for the nine months ended
November 30
, 2025, and for the nine months ended
November 30
, 2024.
Customer
Nine months
ended
November 30, 2025
1
25
%
2
9
%
Customer
Nine months
ended
November 30, 2024
1
30
%
2
11
%
The Company’s receivables were concentrated among three customers as at
November 30
, 2025, and February 28, 2025:
Customer
November 30,
2025
1
30
%
2
10
%
3
10
%
Customer
February 28,
2025
1
27
%
2
20
%
3
18
%
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
100,000
restricted shares of common stock that will vest bi-monthly over the
12 months
. During the year ended February 28, 2023, the Company recognized board member compensation of $
40,000
, representing the fair value of
50,000
shares of common stock issuable for services rendered for the period from September 2022 to February 2023. During the year ended February 28, 2023, the Company issued
33,333
of the
50,000
shares issuable, leaving a balance of
16,667
shares still issuable at February 28, 2023. During the year ended
February 29, 2024
, the Company recognized board member compensation of $
40,000
, representing the fair value of
50,000
shares of common stock issuable for services rendered for the period from March 2023 to August 2023. During the year ended
February 29, 2024
, another
50,000
shares were issued.
On August 16, 2023, the Company extended its agreement with the Director for a new term of 12 months, effective September 1, 2023. In consideration of services to be rendered, the Company shall pay the director
100,000
restricted shares of common stock, of which
50,000
shares will vest every
6 months
over the term. Pursuant to the terms of the extended agreement, the Company recognized board member compensation of $
50,000
, representing a fair value of
50,000
shares of common stock issuable for services rendered for the period from March 2024 to August 2024. On February 26, 2025, the Company issued the
50,000
shares of common stock issuable.
F-11
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 $
50,250
, representing a fair value of
75,000
shares of common stock issuable for services rendered for the period from March 2025 to November 2025.
As at
November 30, 2025
, a total of
125,000
shares (February 28, 2025 –
50,000
shares) of common stock remain issuable to the director.
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
12 months
and
3 years
, respectively. In consideration for the services to be provided as a director, the Company agreed to pay the Officer and Director
100,000
restricted shares of common stock that will vest bi-monthly over the
12 months
. In consideration for the services to be provided as the COO, the Company also agreed to pay the Officer and Director an additional
700,000
shares of common stock that will vest quarterly with 12 equal payments of
58,333
shares. During the year ended February 29, 2024, the Company recognized management fees of $
233,330
and board member compensation of $
100,000
, representing the fair value of
333,330
shares of common stock issuable for services rendered for the period from March 2023 to February 2024. The Company did not renew the Officer Agreement and on February 26, 2025, issued
250,000
shares of common stock with a fair value of $
250,000
.
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 $
52,500
representing a fair value of
93,750
shares of common stock issuable for services rendered for the period from March 2025 to November 2025.
As at
November 30
, 2025, a total of
175,000
(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 establish an electronic funds transfer debit facility with a vendor, which does not require a physical facility. During the year ended February 29, 2024, R600,000 of the deposit was returned to the Company. As at November 30, 2025, the balance of the deposit was $
11,653
(R
200,000
) (February 28, 2025 – $
10,807
(R
200,000
)). The deposit will remain for as long as the Company uses the facility.
12.
Subsequent Event
Management has evaluated subsequent events through the date that these financial statements were issued, and none were identified.
F-12
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
FORWARD-LOOKING STATEMENTS
This document contains “forward-looking statements”. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.
Forward-looking statements may include the words “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Except for our ongoing securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement.
Although we believe that the expectations reflected in any of our forward- looking statements are reasonable, actual results could differ materially from those projected or assumed in any or our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are
subject
to change and inherent risks and uncertainties. The factors impacting these risks and uncertainties include, but are not limited to:
·
Our results are vulnerable to economic conditions;
·
Our ability to raise adequate working capital;
·
Loss of customers or sales weakness;
·
Inability to achieve sales levels or other operating results;
·
The unavailability of funds for expansion purposes;
·
Operational inefficiencies;
·
Any further outbreaks of Covid-19 may negatively impact our business, results of operations and financial condition and could adversely affect the economies and financial markets worldwide, including closures of certain businesses, travel limitations, and requirements that individuals stay at home or shelter in place.
·
Increased competitive pressures from existing competitors and new entrants.
Trends and Uncertainties
Our business is subject to the following trends and uncertainties:
·
Whether our system will be adaptable to other countries besides South Africa
·
Whether we will develop interest in our software system in other countries we plan to expand into
·
The level of activity of credit facilities and their need for our software
3
Results of Operations: For the 3 months ended November 30, 2025 and November 30, 2024
Revenues
Our revenues for the 3-month period ended November 30, 2025 and 2024 were $184,587 and $150,366, respectively, reflecting an increase in revenues of $34,221, which increased revenues are primarily attributable to an increase in transactional revenue in our South African operations.
Net Loss
We had net losses of $1,032,123and $159,184 for the 3-months ended November 30, 2025 and November 30, 2024, respectively, reflecting an increased net loss of ($872,939), which is primarily attributable to a loss on settlement of debt.
Expenses
We incurred total expenses of $243,433 and $256,788, respectively, for the 3-month period ended November 30, 2025 and 2024, reflecting decreased expenses of ($13,355), which is primarily attributable to a decrease in general and administrative expenses in our South African operations.
Results of Operations: For the 9 months ended November 30, 2025 and November 30, 2024
Revenues
Our revenues for the 9-month period ended November 30, 2025 and 2024 were $543,948 and $575,686, respectively, reflecting decreased revenues of ($31,738), which is primarily attributable to a decrease in transactional revenue in our South African operations for the period.
Net Loss
We had net losses of $1,291,361 and $501,185 for the 9-months ended November 30, 2025 and 2024, respectively, reflecting increased net loss of $790,176, which is primarily attributable to a loss in settlement of debt.
Expenses
We incurred total expenses of $750,882 and $826,599, respectively, for the 9-month period ended November 30, 2025 and 2024, reflecting decreased total expenses of ($75,717), which is primarily attributable to a reduction in general and administrational expenses in our South African operations.
Liquidity and Capital Resources
Working Capital
We had negative working capital of ($199,281) at November 30, 2025 and negative working capital of ($386,487) for our year end at February 28, 2025 , representing a decreased deficit of $187,206.
Cash Flows
Our net cash used in operating activities was ($259,375) and ($741,637) for the 9 months ended November 30, 2025 and 2024, respectively, reflecting decreased net cash used in operating activities of $482,262.
Our net cash used in investing activities was ($842) and $0, respectively, for the 9 months ended November 30, 2025 and 2024 , reflecting increased net cash used in investing activities of ($842).
Our net cash provided by financing activities was $270,000 and $100,000 for the 9-month period ended November 30, 2025 and 2024, respectively, reflecting increased net cash of $170,000 provided by financing activities.
Off-Balance sheet arrangements
None.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable
4
Item 4. Controls and Procedures.
Disclosure Controls and Procedures
Management’s Report on Internal Control over Financial Reporting
We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of November 30, 2025. Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of November 30, 2025, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed by us under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
As of November 30, 2025, we did not maintain effective controls over our control environment. Specifically, we have not developed and effectively communicated to our employees our accounting policies and procedures. This has resulted in inconsistent practices. Further, the Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs have a pervasive
effect
across the organization, management has determined that these circumstances constitute a material weakness
Our management, including our principal executive officer and principal financial officer, do not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We will continue to evaluate the effectiveness of internal controls and procedures on an on-going basis.
5
PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
We know of no material pending legal proceedings to which our company or our subsidiary is a party or of which any of our properties, or the properties of our subsidiary, is the subject. In addition, we do not know of any such proceedings contemplated by any governmental authorities.
We know of no material proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder is a party adverse to our company or our subsidiary or has a material interest adverse to our company or our subsidiary.
Item 1A. Risk Factors
As a smaller reporting company, we are not required to provide risk factors.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures.
None
Item 5. Other information
None.
Item 6. Exhibits.
EXHIBIT INDEX
Exhibit
Number
Description




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
6
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be
signed
on its behalf by the undersigned, thereunto duly authorized.
Date: January
12
​
​​​​​​, 2026
UPAY, INC.
By:
/s/ Jacob C. Folscher
Jacob C. Folscher
Chief Executive Officer / Chief Financial Officer
/Chief Accounting Officer)
7