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UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K



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

For the annual period endedFebruary 28, 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, 12th Floor

Dallas, Texas 75234

(Address of principal executive offices)

(972) 888-6052

(Company’s telephone number, including area code)

Indicate by check mark if the Registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes





Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes





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





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





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 the 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  



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



If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.



The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of May 12, 2025 ($0.70) per share), the last business day of the registrant’s most recently complete second fiscal quarter was $11,616,648

As of June 2, 2025,

there were 

16,595,211

shares outstanding. 

TABLE OF CONTENTS

		Page
	PART I
Item 1.	Business	3
Item 1A.	Risk Factors	18
Item 1B.	Unresolved Staff Comments	18
Item 1C.	Cybersecurity	18
Item 2.	Properties	18
Item 3.	Legal Proceedings	18
Item 4.	Mine Safety Disclosures	18

	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	19
Item 6.	Selected Financial Data	19
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 7a.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 8.	Financial Statements and Supplementary Data	F-1
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	22
Item 9a.	Controls and Procedures	22
Item 9b.	Other Information	23

	PART III
Item 10.	Directors and Executive Officers of the Registrant	23
Item 11.	Executive Compensation	26
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	26
Item 13.	Certain Relationships and Related Transactions and Director Independence	28
Item 14.	Principal Accountant Fees and Services	30

	PART IV
Item 15.	Exhibits	31
Signatures		32

UPAY, Inc.

Form 10-K

In this report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

As used in this report and unless otherwise indicated, the terms “we”, “us”, UPAY, “Company”, and “us” refer to UPAY, Inc.

PART 1

ITEM 1. 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

Industry Background

United States



Amount Borrowed (2023 estimate):

The check-cashing and payday-loan services industry in the U.S. generated approximately

$21.4 billion

of revenue in 2023. This figure serves as a close proxy for total new payday‐loan originations since the vast majority of industry revenue comes directly from borrower fees and interest.

https://www.ibisworld.com/united-states/market-size/check-cashing-payday-loan-services/5408/

South Africa

According to the 

National Credit Regulator’s (NCR) Q4 2023 Consumer Credit Market Report



Unsecured Credit (Q4 2023):

Outstanding new unsecured credit agreements reached 

R 24.76 billion

 in the quarter ending December 2023. 

NCR



Short

Term Credit (Q4 2023):

New short

term credit agreements (including payday‐style loans) rose to 

R 3.31 billion

 during the same quarter. 

NCR



Combined Q4 2023 Total:

R 28.07 billion

 (≈ US$1.52 billion at an average 2023 exchange rate of 18.5 ZAR/USD).

References for readers:



National Credit Regulator, 

Consumer Credit Market Report, Q4 2023

NCR

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.

Recent Developments

June 20, 2024

: We completed the acquisition of controlling interest in AML GO (Pty) Ltd, a South African compliance software provider, offering real-time transaction monitoring and risk screening solutions, and bolstering UPAY’s anti-money laundering capabilities in its African markets.



June 5, 2024

: We acquired full ownership of Huntpal LLC (

www.huntpal.net

), consolidating our U.S. subsidiary under the UPAY umbrella and expanding our digital marketplace and into the adventure travel industry, offering interest-free Hunt now -Pay later packages in Africa to US hunters.



October 29, 2024

: AML GO (

www.amlgo.co.za

) launched its next-generation web-based AML screening portal, featuring instant entity verification and automated PEP and Sanctions checks that includes RESTful APIs, positioning us to capture growing compliance demands across Southern Africa



March 18, 2025

: AML GO was invited to attend the Crypto Assets Regulation & Compliance Conference in Johannesburg, highlighting our thought leadership in fintech compliance innovation.



April 22, 2025

: AML GO accelerated market penetration by onboarding over 30 new financial institution clients across South Africa within two weeks, reflecting strong demand for its AML SaaS offering.

February 1, 2025

: Rent Pay (Pty) Ltd (www.acpas.co.za) entered into a one-year lease with two one-year renewal options for its Centurion, South Africa headquarters, 2,905 sq. ft of space including two boardrooms, administration offices, and collaborative work areas to support its continued growth in the region.

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.

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

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.

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.

Products in South Africa (ACPAS)

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.

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.

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.

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.

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.

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)

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.

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.

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).

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.

Training & Support Services

Ongoing compliance training, documentation and help

desk support to ensure our clients maintain up

date AML procedures and maximize the value of the AML GO platform.

Products & Services (HUNTPAL)

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.

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.

Outfitter & Ranch Partnerships

Strategic alliances with accredited game farms, ranches and guides, ensuring compliance with local regulations and ethical, conservation

minded practices.

Logistics & Trip Management

End

end coordination, including permits, firearm documentation, lodging, transfers and trophy processing, handled through our portal or by dedicated Hunt Experts.

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.

US Operational Cost/Restructuring:

In order to streamline our U.S. cost base, we have closed the Grapevine sales office and retained only our registered Dallas office. Going forward, our primary U.S. focus will be on scaling HUNTPAL LLC, leveraging our Texas office to drive growth of the “Hunt Now–Pay Later” marketplace across key American states. At the same time, we will maintain momentum in Africa through HUNTPAL (Pty) Ltd and continue our broader Southern Africa expansion.

Additionally, we are preparing to introduce AML GO’s advanced compliance and risk

management platform into the U.S. market in the near term, positioning our Dallas hub as the coordination center for both Huntpal’s financing operations and AML GO’s upcoming U.S. rollout.

Planned Business Operations in Africa

Revenue 

Description	South Africa Revenue Segment
ACPAS - Monthly License Fee	$	40.80
ACPAS Installation and Setup fee (One-time charge)	$	81.62
Transaction Fee (Ave CTC /CTM per successful transaction)		2.8	%
Ave volume of transactions/per month/per branch		500
Commission on insurance		Variable

(A transaction is defined as: a successful debit order collection through our debit order platform)

We will also provide custom website development services on a per quote basis.

Sales and Marketing Strategy – South Africa

We offer a cloud

based loan origination platform that empowers businesses to grant loans, sell products, and collect bills or subscription payments on flexible terms. To date, our South African marketing efforts have included:



Targeted Outreach & Presentations:

Proactive engagement with potential clients through one

one demos and proposals, supplemented by our annual participation in the Micro Finance South Africa (MFSA) conference since 2017.



Digital Advertising:

Monthly Google Ads and Facebook campaigns managed by specialist agencies, optimized continually to maximize lead quality and cost

per

acquisition.



Video & Digital Content:

Since August 2017, we have published fresh videos and multimedia each month, showcasing product walkthroughs, customer success stories and thought

leadership content, to build awareness and drive inbound inquiries.



Social Media:

Partnerships with two dedicated marketing firms to curate and amplify our brand presence on LinkedIn, Facebook and Instagram; we’ll replicate this model in the U.S. market in 2025.



Blog & Thought Leadership:

A regularly updated blog featuring industry insights, best practices and case studies aimed at attracting qualified leads through SEO and shareable content.



Webinars & Virtual Events:

Quarterly webinars and roundtable discussions on topical lending and compliance trends, providing valuable education and direct engagement with prospects and existing clients.



Email Campaigns & Newsletters:

Segmented drip

email sequences and monthly newsletters delivering product updates, industry news and actionable tips to subscribers who opt in via our website or events.



Person Events:

Attendance and sponsorship of key industry gatherings from 2017 through 2025, including MFSA’s annual conference, fintech expos and lender summits, facilitating high

touch interactions that convert to long

term partnerships.

Sales and Marketing Strategy – HUNTPAL



U.S. Launch Campaign:

Leveraging our Dallas hub, we will kick off with digital advertising on Facebook, Instagram and Google to target U.S. hunters aged 25–55, complemented by sponsored content on leading outdoor and hunting publications.



Outfitter Partnerships:

branded promotions with top South African outfitters featured in Huntpal’s marketplace, including email blasts and social posts highlighting exclusive “Hunt Now–Pay Later” packages.



Content Marketing:

A dedicated Huntpal blog and YouTube channel launching in Q4 2025, featuring hunt preparation guides, conservation stories and customer testimonials to drive organic reach.



Influencer & Affiliate Programs:

Collaborations with hunting influencers, pro

staffers and outdoor gear brands to broaden brand awareness and incentivize referrals.



Trade Shows & Expos:

Exhibiting at major U.S. hunting and outdoor sports shows (e.g., SCI, DSF, SHOT Show, NRA meetings) to generate qualified leads and forge on

the

ground relationships.



Email & SMS Outreach:

Automated nurture campaigns and SMS alerts for upcoming hunt seasons, special financing promotions and new destination offerings.

Sales and Marketing Strategy – AML GO



Regulatory Roadshows:

Hosting half

day compliance workshops in key South African metros and later in U.S. financial hubs, to demonstrate AML GO’s transaction monitoring and reporting capabilities directly to compliance officers.



Targeted Digital Ads:

LinkedIn and Google Ads campaigns targeting risk, compliance and finance executives at banks, fintech companies and microlenders, with tailored messaging around FICA and U.S. BSA/AML requirements.



Whitepapers & Case Studies:

Publishing in

depth whitepapers on topics such as “Automating FICA Compliance” and “Cross

Border AML Best Practices,” gated behind lead

capture forms.



Webinars & Virtual Panels:

Monthly sessions featuring guest speakers from regulatory bodies and industry associations, showcasing how AML GO addresses evolving compliance challenges.



Partner Ecosystem:

Strategic alliances with core banking and loan

origination software vendors to embed AML GO via API, co

marketing to their customer bases in South Africa, extending to U.S. partners in late 2025.



Email Nurture & Drip Campaigns:

Segmented sequences for prospects in different verticals (banking, microlending, insurance), delivering tailored product insights and regulatory updates.



Conference Engagement:

Active participation in AML and fintech events such as the MFSA & SACRRA conferences and, starting Q4 2025, aiming at the American Bankers Association’s annual conference.

This multi

channel, content

rich approach will reinforce our leadership in South African lending, hunting finance and AML compliance, while laying the groundwork for accelerated growth in the U.S. and other international markets.

Seasonality

We operate year

round in South Africa, but HUNTPAL follows a distinctly

seasonal business cycle

with peak booking activity aligned to prime hunting seasons (typically

autumn and winter months).

Raw Materials

We do not use raw materials in our business.

Target Market

Our diverse offerings address distinct customer segments across ACPAS, HUNTPAL and AML GO:



Online Lenders

Digital-first credit providers seeking a fully integrated, cloud

based origination and administration system (ACPAS) with streamlined KYC/AML checks (via AML GO).



Storefront Lenders & Retail Establishments

Brick

and

mortar businesses, such as microlenders, pawnshops and retail chains, that require in

house loan management, debit

order collections and embedded credit

protection insurance (ACPAS).



Professional Service Providers

Lawyers, doctors, accountants and other professionals offering finance or subscription

based services, leveraging ACPAS for client billing and payment plans.



Clubs & Associations

Fitness centers, sports clubs and other membership organizations charging recurring fees, using ACPAS’s subscription billing and debit

order capabilities.



Hunting Enthusiasts & Outfitters

Recreational and professional hunters in the U.S. and South Africa booking seasonal hunts through HUNTPAL’s “Hunt Now–Pay Later” marketplace, as well as outfitter partners seeking flexible financing and marketing support.



Financial Institutions & Fintech companies

Banks, microlenders, digital-wallet providers and emerging fintech companies requiring automated, scalable AML/CFT compliance solutions, covering CDD, transaction monitoring and regulatory reporting via AML GO.

Reliance Upon One or a Few Customers

Our revenues were concentrated among two customers for the year ended February 28, 2025, and three customers for the year ended February 29, 2024.

Customer		Year Ended February 28, 2025

1		28.32 %
2		9.86 %
3		8.53 %

Customer		Year Ended February 29, 2024

1		29 %
2		20 %
3		11 %

Employees

We have 16 full-time employees: (a) our CEO/CFO, Jacob C Fölscher; (b) 1 operations manager; (c) 1 financial director; (d) 1 scientific programmer; (e) 4 systems engineers; (f) 2 accounting/bookkeeping persons; (g) , 2 assistants, and (h) 4 Software developers. Our scientific programmer and system engineers and 3 Software developers will continue to provide support and technical assistance and modifications to our current ACPAS system and support development of future products and our current software. Most of our employees are located at our South African office working directly for the South Africa office.

To be Hired Employees

Contingent upon our revenues and adequate financing, we plan to hire 2 additional developers 4 sales representatives, 4 technical support staff members, 2 training consultants and 1 national sales manager.

Geographic Territory

Our credit related products and services have been offered since June 2008 in all South Africa provinces and will continue to be so offered.

Our AML Go services have been offered since October 2024 in South Africa.

Competition

Our primary competitors in South Africa are



Compuloan



Delter



Mycomax

Each of the above competitors sell credit related software that is sold to lenders.

Competitive Advantages



We are a Cloud based system and there is no need for physical installation;



For the past 12 years we have designed a software system that incorporates regulatory guidelines, affordability guidelines on an ongoing basis in South Africa, which we can adapt to a US software credit system;



South Africa has a non-paying culture as evidenced by market data.

Competitive Disadvantages



Our competitors in South Africa, including those mentioned above, have greater operational, financial and personnel resources than we do;



Apart from Huntpal, we don’t have any operations in the US;



We will have substantial development of our business and software program to adopt to the various states; and



We have not tested our marketing or our product in the US.

Government Regulation

Our customers’ products and services are subject to extensive US local, state and federal regulation and South African regulations. The regulation of the loan products and services industry is intended primarily for the protection of consumers and is constantly in flux as new regulations are introduced and existing regulations are repealed, amended, and modified.

South Africa Credit Regulations (The National Credit Act)

The National Credit Act (“NCA”) regulates the South Africa credit industry and was designed to protect consumer in the credit market and make credit and banking services more accessible. The Purpose of the NCA Act is to: promote a fair and non-discriminatory marketplace for access to consumer credit; regulate consumer credit and improve standards of Consumer information; prohibit certain unfair credit and credit marketing practices; promote responsible credit granting and use; prohibit reckless credit granting; provide for debt re-organization in case of over-indebtedness; to regulate credit information; and establish recourse for unfair credit practices. The NCA does this by simplifying and standardizing credit agreements and information disclosure; providing for the use of simple language that is easy to understand for comparing credit agreements from different credit providers; ensures all credit products are handled in the same way by credit providers; assisting over-indebted Consumers to restructure their debt with the help of a Debt Counselor (DC) and encourage responsible lending; regulates credit bureaus in terms of their Consumer information and records; establishing the National Credit Regulator (NCR) to regulate the entire credit market; and establishing the National Consumer Tribunal (CT) to adjudicate on Consumer complaints and disputes with credit providers, contraventions of The Act and decisions of the Regulator.

The NCA affects anyone dealing with the credit industry such as credit grantors, credit grantees and intermediaries. The NCA defines a “credit agreement” broadly as any installment purchase agreement of goods or services, as well as the extension of credit in the form of money i.e. home loans, personal loans, credit cards, store cards and short-term loans. Therefore, a credit agreement applies to any party involved in the credit agreement which is classified into three categories namely incidental credit agreements; intermediate agreements; and large credit agreements.

Credit Providers include banks, micro lenders, retailers such as furniture and clothing stores, all businesses, companies, close corporations, partnerships and individuals who do business on credit, provide loans or charge interest on overdue accounts. Consumers Include natural person, companies, close corporations, trusts (with more than three individual trustees), partnerships and an association of persons whose asset value or annual turnover, together with the combined asset value or annual turnover of all related juristic persons, at the time the agreement is made, equals or exceeds the threshold value of 1 million rands.

The NCA lists a number of consumer rights, which are protected by the Act. A party who breaches Consumer rights protected by the NCA commits an offence in terms of credit law, which enables Consumer recourse through the established dispute channels. The following are Consumer rights protected in the NCA:



To apply for credit



To be protected against discrimination in the granting of credit



To be informed why credit has not been granted, should you ask



To receive a free copy of your credit agreement



To receive a credit agreement in plain and simple language



To have your personal and financial information treated confidential



To understand all fees, costs, interest rates, the total installment and any other details

		To say no to increases on your credit limit

	·	To decide whether or not you want to be informed about products or services via telephone, SMS, mail or e-mail campaigns

	·	To apply for debt counselling should you be overwhelmed by debt

The key points of the NCA are:

1. Marketing

The NCA restricts and prohibits certain practices of loan canvassing such as door to door selling, uninvited canvassing at workplaces or homes. The NCA also increased control over marketing practices and advertisements such as automatic credit limit increases and negative option marketing i.e. if you do not decline, we will assume you agree. In addition, the National Credit Act provides for clear and understandable marketing communication. Consumers must receive a detailed written quote, which is valid for 5 business days, to enable quote comparisons from different credit providers.

2. Capped Interest Rates and Other Fees and Charges

The NCA effectively caps the interest rates, fees and other charges, which credit providers, can charge, depending on the type of credit and when the credit was granted. The maximum interest rate, in most cases, is based on a formula, which is dependent on the SA Reserve Bank Repurchase (Repo) rate at the time that the credit was granted. Essentially, there are seven rate categories namely mortgage agreements; credit cards/facilities; unsecured credit transactions; short-term credit transactions; developmental credit agreements; other credit agreements and incidental credit agreements. The NCA places a cap on the maximum amount that a credit provider can charge for other fees such as initiation fees, monthly service, and default and collection costs. While a loan protection policy is permitted, the charges must “be reasonable” and the Consumer may use/cede an existing insurance cover.

3.

Loan Application

The NCA requires credit providers to supply simple contracts that are easy to understand, in official languages and the Consumer must receive a free copy. Consumers are also entitled to a reason, on request, when the credit provider denies credit. The NCA requires credit providers to do due diligence to ensure the Consumer can afford the loan and all loans must be recorded on a register to prevent Consumers becoming over-indebted.

4. Reckless Lending

Credit providers are in contravention of the NCA and may be judged guilty of reckless lending if the Consumers ability to afford loan repayments is not assessed before granting credit. Credit providers may be subject to severe penalties and may even forfeit their right to recover the debt if they are judged guilty of reckless lending. However, Consumers who failed to fill in the loan application fully and honestly are not protected by the NCA.

5. Debt Counselor & Counseling

The NCA gives Consumers the right to apply for financial management and debt counseling assistance if he or she is unable to pay their debts. The Debt Counselor (DC) is registered by the NCR after successful course and exam completion. Debt counselors will help over-indebted Consumers restructure/rearrange their debt repayments, this process can be voluntary or made an order of the court.

All DCs must be registered with the National Credit Regulator and fees are prescribed in terms of the NCA. Consumers must understand and accept the process, charges and payments before undergoing debt counseling. Once the Consumer has signed for debt counseling, the credit bureau is notified, and the Consumer will be unable to obtain further credit for the duration of debt counseling until the process is finalized/withdrawn.

6. Credit Bureau

The NCA requires all credit bureau to be registered with and submit reports to the National Credit Regulator. Credit bureau are required to ensure data is accurate at all times and that inaccurate information is immediately removed without cost to the Consumer after the Consumer has lodged a complaint. The NCA regulations stipulate how Credit bureau information is obtained, used, and for how long it should remain on a Consumer’s profile.

In addition, Consumers are eligible for one free credit report from each credit bureau each year to effectively manage their credit profiles.

7. The National Credit Regulator and the Consumer Tribunal

The NCA established the NCR to regulate the credit industry and ensure that credit providers comply with the NCA. In addition, the NCR is responsible for investigating and evaluating Consumer complaints about alleged contraventions of the NCA by credit providers. All credit providers, credit bureau and debt counselors must register and report to the NCR.

In addition to the NCR, the NCA established the Consumer Tribunal with equal status to a court of law to hear and adjudicate on: applications made in terms of the NCA by consumers; credit providers and credit bureau; debt counselors and the NCR including applications for interim relief and a review of the NCR’s decisions; matters referred to by the NCR or complaints related to allegations of prohibited

Research and Development

Since our inception, we have had no research and development expenses.

Patents and Intellectual Property / Trademarks / Licenses / Franchises



Patents:

We do not currently own any patents and have no plans to pursue patent protection. We maintain and protect our proprietary technology through robust trade

secret practices.



Trademarks:

We have filed trademark applications for HUNTPAL and are currently awaiting feedback and final registration decisions from the relevant intellectual

property offices.



Licenses & Franchises:

We are not a party to any license, royalty or franchise agreements at this time.

Material Agreements

Verbal Agreement with Wouter Fouche

We had a verbal agreement with our previous Chief Executive Officer, Wouter Fouche, to pay him a monthly salary of $9,500 for our fiscal year 2022 based upon available funds.

However, Wouter Fouche resigned from all positions on February 3, 2022, including from all positions at any subsidiaries or affiliates, pursuant to a February 3, 2022, Share Purchase and Separation Agreement (the “Agreement”). In the Agreement, Wouter Fouche sold 7,125,000 of his 9,125,000 shares and three million seven hundred thousand (3,700,000) of MiWay Finance shares to us that were owned by Wouter Fouche for $240,000, which we have agreed to pay with a $150,000 cash payment within 10 days of the Effective Date and $10,000 per month for 9 consecutive months commencing April 1, 2022; Wouter Fouche retained an amount of 2,00,000 UPAY, Inc. shares pursuant to the Agreement. The 2,00,0000 of our shares are locked up for a period of eighteen (18) months from the closing date of the agreement and thereafter no more than five thousand (5,000) of the Retained Shares may be sold per month. The Agreement also provides for non-circumvention, non-derogation, non-solicitation provisions and Mr. Fouche will never solicit any of our employees, customers or vendors for any other business, work or project of any kind and shall take no action to interfere with, disrupt or harm our business in any manner. Further, Wouter Fouche will keep confidential, any and all information in his knowledge or possession about us or our business, finances or operations, our employees, officers, directors or agents. Wouter Fouche’s resignation was not in connection with any disagreement with our management regarding us, our operations, policies or practices. On September 1, 2023, we amended the Share Purchase and Separation Agreement. . The original amount of $240,000 payable, which was to be paid as $150,000 within 10 days of the Effective Date and $10,000 per month for 9 consecutive months, was reduced to $170,000, payable as $150,000 initially and $10,000 per month for 2 consecutive months. Additionally, the addendum stipulated that the remaining 2,035,000 UPAY shares held by Wouter Fouche and his wife, Desiree Fouche, would be repurchased by the Company for an additional $23,500. This transaction was executed, and consequently, Wouter Fouche and his wife are no longer shareholders of the Company.

Verbal Agreement with Jacob C Fölscher

We have a standing verbal agreement with our Chief Financial Officer, now also serving as CEO, Jacob C. Fölscher, renewed annually under these terms:



Monthly Salary:

 $9,500, payable subject to available funds.



Annual Bonus:

 A “13th check” of $9,500, awarded once per fiscal year.



Relocation Allowance:

 A one

time payment of $10,000 to cover relocation to the U.S., if applicable.

These components constitute the entirety of the compensation arrangement. Following the resignation of our former CEO, Wouter Fouche, Mr. Fölscher assumed the CEO role in addition to his CFO duties and has not received any additional compensation for serving as CEO to date.

Share Exchange Agreement with Rent Pay (Pty) Ltd

On November 4, 2015, we completed a Share Exchange Agreement with Rent Pay (Pty), Ltd (“Rent Pay”), a South African company, and Rent Pay’s shareholders, which are South Africa Trusts controlled by our officers. In the Share Exchange, we exchanged 200,000 shares of our common stock for all of Rent Pay’s outstanding shares (1,000 shares), 500 of which were in the name of the Loantech Trust, a trust controlled by our then officer, Wouter Fouche, and 500 shares in the name of Fölscher Family Trust, a trust controlled by our other officer, Jacob Fölscher. As a result of the share exchange, Rent Pay become our wholly owned subsidiary of UPAY

Website/Software Services Agreement with Twin Harbor Web Solutions, Inc.

We have a January 1, 2016 Website/Software Services Agreement with Twin Harbor Web Solutions, Inc. (“Twin Harbor) providing that Twin Harbor will provide software and website development services involving website design and basic website setup for our ACPAS system. The agreement provides that we will pay Twin Harbor: (a) $35 per month to be billed annually for website hosting; (b) $750 for website setup; (c) an initial $2,000 payment to build the master website and the plug in with all of our web services; and (d) upon completion of the master website with all plugins, we will issue 30,000 restricted common stock shares of UPAY to Twin Harbor.

The $750 website setup fee under clause (b) has since been renegotiated to $250.

Asset Purchase Agreement with Twin Harbor Web Solutions, Inc

We have an April 16, 2018 Asset Purchase Agreement with Twin Harbor, where we acquired the software known as “Theme Studio” from Twin Harbor in exchange for 2,000,000 restricted common stock shares of UPAY. The acquired software includes a customizable client loan or product website with templates that include a client and document management platform as well as an electronic document signature solution. This means that we now own all right, title and deed to the “Theme Studio “software and can further develop the platform.

Software Acquisition Agreement with Finbond Mutual Bank

We have a January 9, 2019 Software Acquisition Agreement with Finbond Mutual Bank, where Finbond will acquire a copy of the current UPAY software, for $240,279. Our subsidiary, Rent Pay (Pty) Ltd, will then further develop and customize the software at an agreed development rate per hour. Upon successful completion of the further development, Finbond will use the software in their South African operations. Finbond paid a deposit to initiate the project of $141, 341.

Finbond subsequently decided not to continue with the project and forfeited the non-refundable deposit.

Agreements with James Byrd

We have a February 5, 2021 share purchase and services agreement with James S Byrd, PA (Consultant), where the company appointed the Consultant, for a period of 18 months from the date of the agreement, to provide legal, business, strategic and other consulting services to Company to assist the Company, by providing the names of possible financing capital sources for the Company’s growth and expansion plans, assist and advise on any potential up-listing, merger or acquisition that the company may pursue in future and assist in the preparation of documents pertaining thereto. The consultant will also assist the Company in developing corporate governance practices and strategies and assist with the preparation of documents to affect corporate governance measures, including those that will be consistent with an up-listing and review, edit, and comment on Regulation A offering document and amendments prepared by the Company’s securities counsel and provide advice on US distribution agreements for the Company’s products and refer possible US distributors for its products in the US.

In consideration and exchange for the Consultant’s services and a cash investment of $30,000 by the Consultant in UPAY, the Company agreed to issue (1,000,000 shares of common stock in the Company to the Consultant, effective upon execution of the agreement.

We also had an October 11, 2021 Director Agreement with James S Byrd, for a period of 12 months, through October 11, 2022, to serve as director on the Company’s Board of Directors. Mr. Byrd is to perform such duties and responsibilities as are customarily related to such position in accordance with Company’s bylaws, Code of Ethics, and applicable law, including, but not limited to, assisting the Company in the following: (a) obtaining DTC eligibility for the Company’s common stock; (b) assisting in the Company’s Regulation A filing; (c) advise the Company on its public company and business needs. Jim Byrd was paid $5000 per month for his services.

On November 2, 2022, we decided not to renew the James Byrd Director Agreement for an additional 12 months of Board Service, which decision was not in connection with any disagreement with our management regarding us, our operations, policies or practices.

Agreement with Pieter A. Swanepoel

We have a September 1, 2022 Director Agreement with Pieter A Swanepoel, for a period of 12 months, through August 31, 2023, to serve as our director. Mr. Swanepoel is to perform such duties and responsibilities as are customarily related to such position in accordance with Company’s bylaws, Code of Ethics, and applicable law, including, but not limited to, assisting the Company in the following: (a) assisting the Company with its cash flow planning and forecasts for budget and financial planning purposes; (b) assisting in the Company with preparing financial information ; (c) advise the Company on group structuring and business and financial needs (collectively, the “Services”). This agreement has since been extended until August 2026. Swanepoel will be paid 100,000 restricted common shares of the Company over a 12-month period for his services.

Agreement with Randall F. Greene

We have a March 1, 2023 Director Agreement with Randall F Greene for a period of 12 months through February 29, 2024 to serve as our director. We also have a March 1, 2023 Officer Agreement with Randall F Greene to serve as our Chief Operations Officer (“COO”). Pursuant to these agreements, Randall Greene is to perform such duties and responsibilities as are customarily related to those positions, including, but not limited to, assisting us in the following: a) identifying and assessing potential acquisitions ; (b) assisting in as Regulation A filing if pursued; (c) advise and assist us on public company and business strategy; (d) represent us as our COO, including to establish its business presence in the US, (e) assist us in opening US bank accounts, (f) establish business relationships with service providers and establish other business relationships, Randall Greene will be paid 100,000 shares for his Director Agreement for the 12 month period and 233,333 shares in return for his COO services.

Randall Greene’s Director Agreement was subsequently extended until August 2026. The Officer Agreement was not extended after its initial 12-month term.

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.

ITEM 2. PROPERTIES

We pay monthly rent of $59.00 per month for our Texas office. Our office is adequate for our current needs. Our lease is on a month-to-month basis.

On February 1, 2025, Rent Pay (Pty) Ltd 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.

Rent Pay’s offices are located at Centurion, South Africa and comprised of 2905 square feet. The South Africa offices are composed of reception area, two boardrooms, one sales and, support floor, an administration office and 3 separate offices for management and three toilets. There is also a fully fitted kitchen and entertainment area. The total office space currently is 2905 square feet.

ITEM 3. LEGAL PROCEEDINGS

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting us, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Effective as of June 7, 2021, we became quoted on the OTCQB under the symbol, “UPYY”.

Common Stock

As of March 31, 2025, our common stock was held by 54 stockholders of record and we had

16,595,211

shares of common stock issued and outstanding.

Dividend Policy

We have never declared or paid any cash dividends on our common stock. We do not anticipate paying any cash dividends to stockholders in the foreseeable future. In addition, any future determination to pay cash dividends will be at the discretion of the board of directors and will be dependent upon our financial condition, results of operations, capital requirements, and such other factors as the Board of Directors deem relevant. There are no restrictions in our articles of incorporation or bylaws that restrict us from declaring dividends.

ITEM 6. SELECTED FINANCIAL DATA

We are a smaller reporting company as defined by Rule 229.10(f) (1) and are not required to provide the information required by this Item.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. 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 and may include:



projections about accounting and finances;



plans and objectives for the future;



projections or estimates about assumptions relating to our performance; or



our opinions, views or beliefs about the effects of current or future events, circumstances or performance.

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 capital expenditures;



Operational inefficiencies;



Increased competitive pressures from existing competitors and new entrants;

You should view these statements with caution. These statements are no guarantees of future performance, circumstances or events. They are based on facts and circumstances known to us as of the date the statements are made. All aspects of our business are subject to uncertainties, risks and other influences, many of which we do not control. Any of these factors, either alone or taken together, could have a material adverse effect on us and could change whether any forward-looking statement ultimately turns out to be true. Additionally, we assume no obligation to update any forward-looking statement as a result of future events, circumstances or developments. The following discussion should be read together with the Consolidated Financial Statements and the notes thereto. Outlined below are some of the risks that we believe could affect our business and financial statements for 2020 and beyond and that could cause actual results to be materially different from those that may be set forth in forward-looking statements that we make.

GENERAL

Overview

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Inflation

The amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.

Critical Accounting Policies and Estimates

Our significant accounting policies are more fully described in the notes to our consolidated financial statements included herein for our fiscal years ended February 28, 2024 and February 28, 2025.

Recent Accounting Pronouncements

The recent accounting pronouncements applicable to the Company are more fully described in the notes to our consolidated financial statements included herein for our fiscal years ended February 28, 2024 and February 28, 2025.

Management does not believe that any other recently issued, but not effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements.

COMPARATIVE RESULTS FOR FISCAL YEARS 20254 AND 2024

Results of Operations:  

For the year ended February 28, 2025 and February 29, 2024

Revenues

Our revenues for the years ended February 28, 2025 and February 29, 2024 were $715,269 and 1,394,408, respectively, reflecting decreased revenues of $679,139, which decreased revenues are primarily attributable to

the loss of a large customer who had contributed a significant portion of our revenue in the prior period.

Net Profit/Net Loss

We had a net loss of $540,062 for the year ended February 28, 2025 and $726,191 for the year February 29, 2024, respectively, reflecting a decreased net loss of $186,129, which decreased net loss is primarily attributable to

reduced operating expenses and cost

control measures implemented during the period.

We had a working capital deficit of ($386,487) at February 28, 2025 and ($229,865) February 29, 2024, respectively. The ($386,487) of working capital deficit in the fiscal year ended February 28, 2025 is primarily attributable to the f

unding of product development, marketing campaigns (e.g., U.S. launch of HUNTPAL and expansion of AML GO)

Operating Expenses

We incurred total expenses of $953,220 and $1,416,478 for the years ended February 28, 2025 and February 29, 2024, respectively, reflecting a decrease in total expenses of $463,258, which decrease is primarily attributable to a decrease in general and administrative expenses.

Our net cash used in operating activities was ($764,674) and ($145,611) for the years ended February 28, 2025 and February 29, 2024, respectively, representing increased net cash flows used in operating activities of $619,063.

Our net cash provided by investing activities were $0 and ($23,268) for the years ended February 28, 2025 and February 29, 2024, respectively, reflecting a $23,268 decrease in net cash used in investing activities.

Our net cash provided by financing activities was $150,000 and $185,488 for the fiscal years ended February 28, 2025 and February 29, 2024, respectively, representing a $35,488 decrease.

We estimate that we will have operating costs of $620,000 from 1 June, 2025 to the remainder of the fiscal year ended February 28, 2025 assuming we receive sufficient funding.

Going forward, our monthly estimated cash needs of $31,000 over the next 12 months from June 2025 to June 2026 including the following estimated expenditures:

Description	$ Amount
Rent $	$	1,947
Phone $	$	920
IT $	$	400
Legal fees $	$	350
Salaries $	$	30,541
SEC reporting $	$	70,000

These estimated expenditures are based upon current expenses and anticipated increases and growth.

We plan on meeting our cash needs over the next 12 months, including our SEC reporting costs, through our current cash position of $98,000 as of 5/31/2025 and our existing business in South Africa although we cannot provide any assurances whatsoever that we will generate sufficient revenues to meet these cash needs.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company, as defined by Rule 229.10(f) (1) and are not required to provide the information required by this Item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

UPAY, Inc.

Consolidated Financial Statements

Index

Table of Contents

Report of Independent Registered Public Accounting Firm (PCAOB ID: 2738 )		F-2

Consolidated Balance Sheets		F-4

Consolidated Statements of Operations and Comprehensive Loss		F-5

Consolidated Statements of Stockholders’ Deficit and Accumulated Other Comprehensive Loss		F-6

Consolidated Statements of Cash Flows		F-7

Notes to the Consolidated Financial Statements		F-8

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of UPAY, Inc. and Subsidiaries

Opinion on the Consolidated Financial Statements

have audited the accompanying consolidated balance sheets of UPAY, Inc. and Subsidiaries (the Company) as of February 28, 2025 and February 29, 2024, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ deficit and accumulated other comprehensive loss, and cash flows for each of the years in the two-year period ended February 29, 2025 and the related notes (collectively referred to as the "financial statements"). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of February 28, 2025 and February 29, 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended February 28, 2025, in conformity with accounting principles generally accepted in the United States of

America.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company suffered a net loss from operations and has insufficient revenues and income to fully fund the operations, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and the significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The

critical audit matter communicated below is a matter arising from the current period audits of the consolidated financial statements that were communicated, or required to be communicated, to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinion on the critical audit matter or on the accounts or disclosures to which they

relate

F-2

Going Concern

As discussed in Note 2 to the consolidated financial statements, the Company has incurred continuing losses from operations and has a significant accumulated deficit.

Auditing management’s evaluation of a going concern can be a significant judgement given the fact that the Company uses management estimates on future revenues and expenses which are not able to be substantiated.

To evaluate the appropriateness of the going concern, we examined and evaluated the financial information that was the initial cause along with management’s plans to mitigate going concern and management’s disclosure on going concern.

/s/

M&K CPAS, PLLC

We have served as the Company’s auditor since 2018

The Woodlands, Texas

June

2025

PCAOB ID #

2738

F-3

UPAY, INC.

Consolidated Balance Sheets

(Expressed in U.S. dollars)

	February 28, 2025			February 29, 2024

ASSETS

Current Assets

Cash and cash equivalents	$	55,362		$	642,846
Accounts receivable, net of allowance		39,704			73,395
Prepaid expenses and other current assets		52,648			2,884

Total Current Assets		147,714			719,125

Property and Equipment, Net (Note 3)		15,912			22,638
Right-of-use Assets, Net (Note 4)		59,716			18,169
Deposit (Note 11)		10,807			10,408

Total Assets	$	234,149		$	770,340

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities

Accounts payable and accrued liabilities	$	133,172		$	572,904
Due to related parties (Note 5)		80,817			54,774
Current portion of lease liabilities (Note 7)		17,077			18,169
Current portion of notes payable (Note 6)		1,635			1,643
Current portion of notes payable in default (Note 6)		50,500			50,500
Notes payable – Related parties (Note 5)		251,000			251,000

Total Current Liabilities		534,201			948,990

Non-Current Liabilities

Lease liabilities (Note 7)		42,639			–
Notes payable (Note 6)		76,165			76,157
Notes payable – Related parties (Note 5)		50,000			–

Total Liabilities		703,005			1,025,147

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; 16,595,211 and 15,708,544 shares issued and outstanding, respectively		16,595			15,708
Common Stock Issuable		103,500			313,331
Additional Paid-in Capital		1,646,037			1,116,590
Accumulated Deficit		(2,163,251	)		(1,623,189	)
Accumulated Other Comprehensive Loss		(71,737	)		(77,247	)

Total Stockholders’ Deficit		(468,856	)		(254,807	)

Total Liabilities and Stockholders’ Deficit	$	234,149		$	770,340

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

F-4

UPAY, Inc.

Consolidated Statements of Operations and Comprehensive Loss

(Expressed in U.S. dollars)

	Year			Year
	Ended			Ended
	February 28,			February 29,
	2025			2024

Revenue	$	715,269		$	1,394,408
Cost of revenue		(270,906	)		(659,788	)

Gross Profit		444,363			734,620

Expenses

Amortization of right-of-use assets (Note 4)		–			880
Depreciation (Note 3)		7,650			17,608
General and administrative		945,570			1,397,990
Total Expenses		953,220			1,416,478

Loss Before Other Income (Expenses) and Income Taxes		(508,857	)		(681,858	)

Other Income (Expenses)

Interest income		3,436			11,816
Interest expense		(34,641	)		(33,430	)
Gain on settlement of lease (Note 7)		–			1,042
Gain on disposal on equipment		–			620

Loss Before Income Taxes		(540,062	)		(701,810	)

Provision for income taxes		–			(34,381	)

Net Loss		(540,062	)		(736,191	)

Other Comprehensive Income (Loss)

Foreign currency translation adjustments		5,510			(16,419	)

Comprehensive Loss	$	(534,552	)	$	(752,610	)

Net Loss Per Share – Basic and Diluted	$	(0.03	)	$	(0.04	)
Weighted-average Common Shares Outstanding – Basic and Diluted		16,179,947			16,842,672

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

F-5

UPAY, Inc.

Consolidated Statement of Stockholders’ Deficit and Accumulated Other Comprehensive Loss

(Expressed in U.S. dollars)

																Accumulated
							Additional			Common						Other
	Common Stock						Paid-in			Stock			Accumulated			Comprehensive
	Shares			Amount			Capital			Issuable			Deficit			Loss			Total

Balance – February 28, 2023		17,190,211		$	17,190		$	535,275		$	13,334		$	(886,998	)	$	(60,828	)	$	(382,027	)

Cancellation of common stock		(2,035,000	)		(2,035	)		(21,465	)		–			–			–			(23,500	)

Common stock issuable for services		–			–			–			423,330			–			–			423,330

Common stock issued for cash		420,000			420			209,580			–			–			–			210,000

Common stock issued for services		133,333			133			123,200			(123,333	)		–			–			–

Stock-based compensation		–			–			200,000			–			–			–			200,000

Forgiveness of amount owing for repurchase of common stock		–			–			70,000			–			–			–			70,000

Net loss		–			–			–			–			(736,191	)		–			(736,191	)

Foreign currency translation adjustments		–			–			–			–			–			(16,419	)		(16,419	)

Balance – February 29, 2024		15,708,544			15,708			1,116,590			313,331			(1,623,189	)		(77,247	)		(254,807	)

UPAY 10-K