UPYY — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-10-20

• The following discussion should be read together with our unaudited consolidated financial statements and related notes in Item 1 of this report, and with the audited consolidated financial statements, related notes and Management's Discussion and Analysis in the 2026 Annual Report. This discussion …

• UPAY, Inc. is a Nevada holding company. Through its operating subsidiaries, principally Rent Pay (Pty) Ltd. and, since June 17, 2026, Acheron Systems (Pty) Ltd., it develops and licenses software and provides related services to the credit provider industry, mainly in South Africa. We manage the bus…

• Most of our revenue and operating costs are in South African rand, while we report in U.S. dollars. Our reported results are therefore affected by changes in the rand/dollar exchange rate.

• We have a history of operating losses. At August 31, 2026, we had an accumulated deficit of $4,452,327, a working capital deficit of $144,731 and a total stockholders' deficit of $287,698. These conditions raise substantial doubt about our ability to continue as a going concern. See "Liquidity and C…

• Three Months Ended August 31, 2026 Compared to Three Months Ended August 31, 2025

Text removed vs the prior filing · source: 10-Q · 2026-07-14

• This document contains “forward-looking statements.” All statements other than statements of historical fact are forward-looking statements for purposes of federal and state securities laws, including any projections of earnings, revenue or other financial items; statements of the plans, strategies …

• Forward-looking statements may include the words “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Except as required by applicable s…

• Inability to achieve sales levels or other operating results;

• Increased competitive pressures from existing competitors and new entrants.

• Our business is subject to the following trends and uncertainties:

Text added vs the prior filing · source: 10-Q · 2026-10-20

• Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of August 31, 2026, our disclosure controls and procedures were not effective because of the material weakness in our internal control over financial reporting described in the 2026 Annual Report, wh…

• Except as described below, there were no changes in our internal control over financial reporting during the quarter ended August 31, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. On June 17, 2026, we acquired Acheron Sys…

Text removed vs the prior filing · source: 10-Q · 2026-07-14

• As of May 31, 2026, we did not maintain effective controls over our control environment. Specifically, we have not developed and effectively communicated to our employees our accounting policies and procedures, which has resulted in inconsistent practices. Further, the Board of Directors does not cu…

• Our management does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Du…

• There were no changes in our internal control over financial reporting that occurred during the quarter ended May 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Text added vs the prior filing · source: 10-Q · 2026-10-20

• We are not currently a party to any legal proceedings that management believes would have a material adverse effect on our business, financial condition or results of operations.

Text removed vs the prior filing · source: 10-Q · 2026-07-14

• We are not currently a party to any material legal proceedings, and no such proceedings are known to be contemplated