UPAY (UPYY) delays 10-Q filing as auditor review remains incomplete

Rhea-AI Filing Summary

UPAY, Inc. has filed a Form 12b-25 notification stating it cannot timely file its Form 10-Q for the period ended February 28, 2026 because the company's auditor has not completed its review. The company discloses an expected $86,835 decrease in revenues for a referenced three-month period.

Key Figures

Form type: Form 12b-25 (NT 10-K) Period Ended: February 28, 2026 Projected revenue decrease: $86,835 +3 more

6 metrics

Form type Form 12b-25 (NT 10-K) Notification of late filing for Form 10-Q

Period Ended February 28, 2026 Subject period for the delayed Form 10-Q

Projected revenue decrease $86,835 Three-month period comparison

Prior period revenue $257,249 3 months ended May 31, 2024

Later period revenue $170,414 3 months ended May 31, 2025

Contact phone (972) 888-6052 Registrant contact for this notification

Key Terms

Rule 12b-25, Form 10-Q, transactional revenue

3 terms

Rule 12b-25 regulatory

"The Registrant is unable to file, without reasonable effort and expense"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Form 10-Q regulatory

"unable to file... its Form 10-Q because the Registrants auditor has not completed their review"

A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.

transactional revenue financial

"primarily attributable to a decrease in transactional revenue in the Issuer’s South African operations"

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		OMB APPROVAL
	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549	OMB Number:	3235-0058
		Expires:	April 30, 2025
		Estimated average burden hours per response.	2.50

	FORM 12b-25	SEC FILE NUMBER
			CUSIP NUMBER
	NOTIFICATION OF LATE FILING

(Check one):	x Form 10-K           ¨ Form 20-F           ¨ Form 11-K           ¨ Form 10-Q           ¨ Form 10-D ¨ Form N-SAR       ¨ Form N-CSR
	For Period Ended: February 28, 2026 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form N-SAR   For the Transition Period Ended:

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

UPAY, INC.

Full Name of Registrant

Former Name if Applicable

3010 LBJ Freeway, 12^th Floor

Address of Principal Executive Office (Street and Number)

Dallas, Texas 75234

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

	x		(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
			(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
			(c)	The accountants statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The Registrant is unable to file, without reasonable effort and effort and expense, its Form 10-Q because the Registrants auditor has not completed their review of the Registrants financial statements and the 10-Q Report.

PART IV — OTHER INFORMATION

(1)	Name and telephone number of person to contact in regard to this notification
	Jaco Folscher		(972)		888-6052
	(Name)		(Area Code)		(Telephone Number)
(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
	Yes  x     NO  ¨
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
	Yes ¨  NO x
	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.*
	*It is anticipated that the financial statements will reflect a $86,835 decrease in revenues from $257,249 for the 3 month period ending May 31, 2024 to $170,414 for the 3 month period ending May 31, 2025, which $86,835 decrease is primarily attributable to a decrease in transactional revenue in the Issuer’s South African operations.

UPAY, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date:   May 29, 2026 By: /s/ Jaco Folscher, CEO/CFO

FAQ

Why did UPAY (UPYY) file a Form 12b-25?

UPAY filed Form 12b-25 because its independent auditor has not completed the review needed to finalize the Form 10-Q. The notification says completing the financial review cannot be done "without unreasonable effort and expense." The filing requests additional time to finish the report.

Will the delay change UPAY's reported revenues (UPYY)?

The company discloses a projected $86,835 revenue decrease, from $257,249 to $170,414, for a three-month comparison ending May 31, 2024 versus May 31, 2025. That projected change will be reflected in the delayed filing.

Does the Form 12b-25 say when UPAY will file the Form 10-Q?

The notification indicates relief is sought under Rule 12b-25 and checks the box saying the delay could not be eliminated without unreasonable effort. The filing does not provide a specific new filing date for the Form 10-Q in the provided excerpt.

Does UPAY expect material changes to results of operations?

UPAY states it does not anticipate a significant change in results of operations from the comparable period, yet it attaches a specific expected revenue decrease of $86,835 tied to lower transactional revenue in its South African operations.