QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Large accelerated filer | ¨ | Accelerated filer | ¨ | |
¨ | Smaller reporting company | |||
Emerging Growth Company |
Index | |
Table of Contents | |
F-1 |
May 31, 2025 | February 28, 2025 | |||||||
(unaudited) | ||||||||
ASSETS | ||||||||
Current Assets | ||||||||
Cash and cash equivalents | $ | $ | ||||||
Accounts receivable, net of allowance | ||||||||
Prepaid expenses and other current assets | ||||||||
Total Current Assets | ||||||||
Property and Equipment, Net (Note 3) | ||||||||
Right-of-use Assets, Net (Note 4) | ||||||||
Deposit (Note 11) | ||||||||
Total Assets | $ | $ | ||||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
Current Liabilities | ||||||||
Accounts payable and accrued liabilities | $ | $ | ||||||
Due to related parties (Note 5) | ||||||||
Current portion of lease liabilities (Note 7) | ||||||||
Current portion of notes payable (Note 6) | ||||||||
Current portion of notes payable in default (Note 6) | ||||||||
Notes payable – Related parties (Note 5) | ||||||||
Total Current Liabilities | ||||||||
Non-Current Liabilities | ||||||||
Lease liabilities (Note 7) | ||||||||
Notes payable (Note 6) | ||||||||
Notes payable – Related parties (Note 5) | ||||||||
Total Liabilities | ||||||||
Stockholders’ Deficit | ||||||||
Preferred Stock, $ | ||||||||
Common Stock, $ | ||||||||
Common Stock Issuable | ||||||||
Additional Paid-in Capital | ||||||||
Accumulated Deficit | ( | ) | ( | ) | ||||
Accumulated Other Comprehensive Loss | ( | ) | ( | ) | ||||
Total Stockholders’ Deficit | ( | ) | ( | ) | ||||
Total Liabilities and Stockholders’ Deficit | $ | $ |
F-2 |
Three Months | Three Months | |||||||
Ended | Ended | |||||||
May 31, | May 31, | |||||||
2025 | 2024 | |||||||
Revenue | $ | $ | ||||||
Cost of revenue | ( | ) | ( | ) | ||||
Gross Profit | ||||||||
Expenses | ||||||||
Amortization of right-of-use assets (Note 4) | ||||||||
Depreciation (Note 3) | ||||||||
General and administrative | ||||||||
Total Expenses | ||||||||
Loss Before Other Income (Expenses) and Income Taxes | ( | ) | ( | ) | ||||
Other Income (Expenses) | ||||||||
Interest income | ||||||||
Interest expense | ( | ) | ( | ) | ||||
Loss Before Income Taxes | ( | ) | ( | ) | ||||
Provision for income taxes | ||||||||
Net Loss | ( | ) | ( | ) | ||||
Other Comprehensive Income | ||||||||
Foreign currency translation adjustments | ||||||||
Comprehensive Loss | $ | ( | ) | $ | ( | ) | ||
Net Loss Per Share – Basic and Diluted | $ | ( | ) | $ | ( | ) | ||
Weighted-average Common Shares Outstanding – Basic and Diluted |
F-3 |
Accumulated | ||||||||||||||||||||||||||||
Additional | Common | Other | ||||||||||||||||||||||||||
Common Stock | Paid-in | Stock | Accumulated | Comprehensive | ||||||||||||||||||||||||
Shares | Amount | Capital | Issuable | Deficit | Loss | Total | ||||||||||||||||||||||
Balance – February 29, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||
Common stock issuable for services | – | – | – | – | – | |||||||||||||||||||||||
Net loss | – | – | – | – | ( | ) | – | ( | ) | |||||||||||||||||||
Foreign currency translation adjustments | – | – | – | – | – | |||||||||||||||||||||||
Balance – May 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||
Balance – February 28, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||
Common stock issuable for services | – | – | – | – | – | |||||||||||||||||||||||
Net loss | – | – | – | – | ( | ) | – | ( | ) | |||||||||||||||||||
Foreign currency translation adjustment | – | – | – | – | – | |||||||||||||||||||||||
Balance – May 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) |
F-4 |
Three Months Ended May 31, 2025 | Three Months Ended May 31, 2024 | |||||||
Cash Flows from Operating Activities | ||||||||
Net Loss | $ | ( | ) | $ | ( | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Common stock issued or issuable for services | ||||||||
Depreciation | ||||||||
Provision for bad debts | ||||||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable | ( | ) | ||||||
Prepaid expenses and other current assets | ( | ) | ||||||
Accounts payable and accrued liabilities | ( | ) | ( | ) | ||||
Accounts payable – related party | ||||||||
Net Cash Used in Operating Activities | ( | ) | ( | ) | ||||
Cash Flows from Financing Activities | ||||||||
Proceeds from notes payable to related parties | ||||||||
Net Cash Provided by Financing Activities | ||||||||
Effect of Exchange Rate Changes on Cash | ( | ) | ||||||
Change in Cash and Cash Equivalents | ( | ) | ( | ) | ||||
Cash and Cash Equivalents - Beginning of Period | ||||||||
Cash and Cash Equivalents - End of Period | $ | $ | ||||||
Supplemental Disclosures of Cash Flow Information: | ||||||||
Interest paid | $ | $ | ||||||
Income taxes paid | $ | $ |
F-5 |
1. |
Nature of Operations and Continuance of Business |
2. |
Summary of Significant Accounting Policies |
a) |
Basis of Presentation |
b) |
Interim Financial Statements |
c) |
Use of Estimates |
d) |
Going Concern |
e) |
Segment Information |
F-6 |
f) |
Recent Accounting Pronouncements |
3. |
Property and Equipment, Net |
|
|
Cost |
|
|
Accumulated Depreciation |
|
|
May 31, 2025 Net Carrying Value |
|
|
February 28, 2025 Net Carrying Value |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Computer equipment |
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
$ |
|
|
Computer software |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
Furniture and fixtures |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
Motor vehicle |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
Office equipment |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
$ |
|
|
4. |
Right-Of-Use Assets, Net |
|
|
Cost |
|
|
Accumulated Amortization |
|
|
May 31, 2025 Net Carrying Value |
|
|
February 28, 2025 Net Carrying Value |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Right-of-use building (operating lease) |
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
$ |
|
|
5. |
Due to Related Parties |
a) |
On March 24, 2021, the Company entered into a promissory note with the Chief Executive Officer (“CEO”) of the Company for $ |
b) |
On September 7, 2021, the Company entered into a promissory note with the CEO of the Company for $ |
c) |
On February 11, 2022, the Company entered into a promissory note with the CEO of the Company for $ |
d) |
On April 14, 2021, the Company entered into a promissory note with a company controlled by a significant shareholder of the Company for $ |
e) |
On February 11, 2022, the Company entered into a promissory note with a company controlled by a significant shareholder of the Company for $ |
F-7 |
f) |
During the year ended February 28, 2022, a third-party lender purchased a promissory note from a company controlled by a significant shareholder of the Company in the amount of $ |
g) |
On May 2, 2022, the Company entered into a promissory note with a company controlled by a significant shareholder of the Company for $ |
h) |
On September 9, 2022, the Company entered into a promissory note with a company controlled by a significant shareholder of the Company for $ |
i) |
On January 31, 2025, the Company entered into a promissory note with a company controlled by a significant shareholder of the Company for $ |
j) |
On March 3, 2025, the Company entered into a promissory note with a company controlled by a significant shareholder of the Company for $ |
k) |
On May 9, 2025, the Company entered into a promissory note with a company controlled by a significant shareholder of the Company for $ |
l) |
On May 22, 2025, the Company entered into a promissory note with a company controlled by a significant shareholder of the Company for $ |
m) |
As at May 31, 2025, the Company owes a total of $ |
n) |
During the three months ended May 31, 2025, the Company incurred salary expenses of $ |
o) |
During the three months ended May 31, 2025, the Company incurred directors’ fees of $ |
p) |
During the three months ended May 31, 2025, the Company incurred directors’ fees of $ |
q) |
During the three months ended May 31, 2025, the Company incurred management fees of $ |
F-8 |
6. |
Notes Payable |
a) |
On May 20, 2020, the Company entered into a promissory note with a third-party lender for $ $ |
b) |
On May 27, 2020, the Company entered into a promissory note with the U.S. Small Business Administration for $ |
c) |
On October 22, 2021, the Company entered into a promissory note with a third-party lender for $ (February 28, 2025 – $ included in accounts payable and accrued liabilities. |
7. |
Lease Liabilities |
Years ending February 28: |
|
Building Lease (Operating Lease) |
|
|
|
|
|
|
|
2026 |
|
$ |
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
|
|
|
|
|
Net minimum lease payments |
|
|
|
|
Less: amount representing interest payments |
|
|
( |
) |
|
|
|
|
|
Present value of net minimum lease payments |
|
|
|
|
Less: current portion |
|
|
( |
) |
|
|
|
|
|
Long-term portion |
|
$ |
|
|
8. |
Common Stock |
F-9 |
9. |
Concentrations |
Customer |
|
Three months Ended May 31, 2025 |
|
|
|
|
|
|
|
1 |
|
|
|
|
2 |
|
|
|
|
3 |
|
|
|
|
4 |
|
|
|
Customer |
|
Three months Ended May 31, 2024 |
|
|
|
|
|
|
|
1 |
|
|
|
|
2 |
|
|
|
Customer |
|
May 31, 2025 |
|
|
|
|
|
|
|
1 |
|
|
|
|
2 |
|
|
|
Customer |
|
February 28, 2025 |
|
|
|
|
|
|
|
1 |
|
|
|
|
2 |
|
|
|
|
3 |
|
|
|
10. |
Commitments and Contingencies |
a) |
On September 1, 2022, the Company entered into an agreement with a Director of the Company for a term of 12 months. In consideration for the services to be provided, the Company agreed to pay the Director During the year ended February 28, 2023 , the Company recognized board member compensation of $February 29, 2024 , the Company recognized board member compensation of $ February 29, 2024 , another |
F-10 |
b) | On March 1, 2023, the Company entered into agreements with a Director and COO of the Company for director services and management services for a term of During the year ende d February 29, 2024, the Company recognized management fees of $ |
11. | Deposit |
12. | Subsequent Event |
F-11 |
· | 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. |
· | 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. |
· | Partners with accredited game farms and lodges , offering hunts for indigenous species such as kudu, impala, buffalo, and exotic game. |
· | Provides tailored financing plans , enabling clients to spread the cost of their safari packages over interest-free installments. |
· | Delivers end-to-end trip coordination , covering accommodation, professional hunters, field guides and trophy processing. |
· | Promotes community and conservation , collaborating with local communities on benefit-sharing initiatives and supporting wildlife conservation projects through a percentage of each booking. |
F-12 |
· | 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. |
F-13 |
1. | Loan Origination System |
2. Theme Studio – Business Online |
3. Credit Inquiries |
4. Credit Protection & Life Insurance |
5. Debit-Order Transaction Fees |
6. Development & Staff Services |
1. Customer Due Diligence (CDD) & Enhanced Due Diligence (EDD) |
2. Transaction Monitoring & Alerts |
3. Regulatory Reporting & Audit Trails |
4. API & System Integration |
5. Training & Support Services |
1. Hunt Now–Pay Later Financing |
2. Marketplace & Booking Portal |
3. Outfitter & Ranch Partnerships |
4. Logistics & Trip Management |
5. Marketing & Promotional Services |
F-14 |
· | Whether our system will be adaptable to US needs |
· | Whether we will develop interest in our software system in the US |
· | The level of activity of credit facilities and their need for our software |
2 |
3 |
4 |
Exhibit Number | Description | |
101.INS | XBRL Instance Document | |
101.SCH | XBRL Taxonomy Extension Schema Document | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
5 |
UPAY, INC. | ||
By: | /s/ Jaco C. Folscher | |
Jaco C. Folscher | ||
Chief Executive Officer | ||
(Principal Executive Officer & Chief Executive Officer) |
By: | /s/ Jaco C. Folscher | |
Jaco C. Folscher | ||
Chief Financial Officer | ||
(Chief Financial Officer/Chief Accounting Officer) |
6 |