UPAY quarterly report delayed pending auditor review

UPAY answered no when asked whether the upcoming report was expected to show a significant change from the year-earlier period.

Rhea-AI Filing Summary

UPAY, Inc. (UPYY) notified the SEC that it could not timely file its Form 10-Q for the period ended August 31, 2026, because its auditor had not completed its review of the financial statements and report. UPAY marked “Yes” that it had filed all other required periodic reports during the preceding 12 months and answered “No” when asked whether the report was expected to show a significant change in results from the corresponding prior-year period.

Filing Explained

The notice leaves unchecked the option stating that the Form 10-Q will be filed within five calendar days after its due date; it therefore makes no such filing-time commitment, leaving the report’s submission timing unresolved.

Key Figures

Form 10-Q period end: August 31, 2026 Rule 12b-25(b) quarterly-report window: 5 calendar days Prior-report lookback: 12 months

3 metrics

Form 10-Q period end August 31, 2026 Period covered by the delayed quarterly report

Rule 12b-25(b) quarterly-report window 5 calendar days Filing period described in the rule text for quarterly reports

Prior-report lookback 12 months Period covered by the question about previously required reports; UPAY marked Yes

Key Terms

Rule 12b-25(b), Form 10-Q

2 terms

Rule 12b-25(b) regulatory

"seeks relief pursuant to Rule 12b-25(b)"

Form 10-Q regulatory

"could not timely file its Form 10-Q"

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/15/2026 - 07:48 AM EDT Accepted by SEC EDGAR 10/15/2026 - 07:47 AM EDT Learn about SEC filing dates

		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):	¨ Form 10-K           ¨ Form 20-F           ¨ Form 11-K           x Form 10-Q           ¨ Form 10-D ¨ Form N-SAR       ¨ Form N-CSR
	For Period Ended: August 31, 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.

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:   October 15, 2026 By: /s/ Jaco Folscher, CEO/CFO