UPYY 10-K & 10-Q changes, risk factors and insider trading

Our revenues for the years ended February 28, 20252026 and February 29,28, 20242025 were $715,269$746,311 and 1,394,408,$715,269, respectively, reflecting decreasedincreased revenues of $679,139,$31,042, which decreasedincreased revenues are primarily attributable to the lossgrowth ofin a large customer who had contributed a significant portion of ourtransactional revenue in theour priorSouth period.African operations

We had a net loss of $540,062$1,406,623 for the year ended February 28, 20252026 and $726,191$540,062 for the year February 29,28, 2024,2025, respectively, reflecting aan decreasedincreased net loss of $186,129,$866,561, which decreasedincreased net loss is primarily attributable to reducedthe operating$904,400 expensesloss on settlement of debt recognized during fiscal 2026, together with increased interest expense and costhigher controlgeneral measuresand implementedadministrative duringexpenses, thepartially period.offset by improved gross profit margins.

We$266,715) hadat aFebruary working28, capital2026 deficit ofand ($386,487) at February 28, 2025 and ($229,865) February 29, 2024,2025, respectively. The ($386,487 $266,715) of working capital deficit in the fiscal year ended February 28, 20252026 is primarily attributable to theoutstanding faccounts unding of product development, marketing campaigns (e.g., U.S. launch of HUNTPALpayable and expansionaccrued ofliabilities, AML GO)and notes payable.

We incurred total expenses of $953,220$1,001,027 and $1,416,478$953,220 for the years ended February 28, 20252026 and February 29,28, 2024,2025, respectively, reflecting aan decreaseincrease in total expenses of $463,258,$ 47,807 , which decreaseincrease is primarily attributable to a decrease inhigher general and administrative expenses.expenses incurred to support operations and corporate activities.

Our net cash used in operating activities was $($764,674288,039) and $($145,611764,674) for the years ended February 28, 20252026 and February 29,28, 2024,2025, respectively, representing increaseda decrease in net cash flows used in operating activities of $619,063.$476,635, which decrease is primarily attributable to improved working capital management, reduced accounts payable outflows, and favorable changes in prepaid expenses and other current assets.

Our net cash providedused byin investing activities werewas $0$(1,993) and ($23,268)$0 for the years ended February 28, 20252026 and February 29,28, 2024,2025, respectively, reflecting a $23,268$1,993 decreaseincrease in net cash used in investing activities.activities primarily attributable to the purchase of property and equipment during fiscal 2026.

Our net cash provided by financing activities was $150,000$320,000 and $185,488$150,000 for the fiscal years ended February 28, 20252026 and February 29,28, 2024,2025, respectively, representingreflecting aan $35,488increase decrease.in net cash provided by financing activities of $170,000, which increase is primarily attributable to higher proceeds received from related party financing during fiscal 2026.

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$96,279 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.

As a smaller reporting company, we are not required to provide riskthe factors.information required by this Item.

This document contains “forward-looking statementsstatements.”. 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,including any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objectionsobjectives of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements orof 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. These forward-looking statements present our estimates and assumptions only as of the date of this report. Except foras ourrequired ongoingby applicable securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement. Although we believe that the expectations reflected in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed. The factors impacting these risks and uncertainties include, but are not limited to:

Results of Operations: — For the 3three months ended NovemberMay 30,31, 20252026 and NovemberMay 30,31, 20242025

Our revenues for the 3-monththree-month periodperiods ended NovemberMay 30,31, 2026 and 2025 and 2024 were $184,587$226,347 and $150,366,$170,414, respectively, reflecting an increase in revenues of $34,221,$55,933, which increasedincrease revenues areis primarily attributable to increased revenue generated from the Company’s software development, and an increase in transactional revenuerevenue, from new and existing clients in ourthe credit industry in South African operations.Africa.

We had net losses of $1,032,123and$115,440 $159,184and $141,986 for the 3-monthsthree months ended NovemberMay 30,31, 20252026 and November 30, 2024,2025, respectively, reflecting ana increaseddecrease net loss of ($872,939),$26,546, which is primarily attributable to aincreased lossrevenues onand settlementgross ofprofit debt.during the period, partially offset by higher general and administrative expenses.

We incurred total expenses of $243,433$269,811 and $256,788,$258,432, respectively, for the 3-monththree periodmonths ended NovemberMay 30,31, 20252026 and 2024,2025, reflecting decreasedan increase in expenses of ($13,355),$11,379, which is primarily attributable to aan decreaseincrease in general and administrative expenses induring ourthe South African operations.period.

We had negative working capital of ($199,281)$380,139 at NovemberMay 30,31, 20252026 and negative working capital of ($386,487)$266,715 forat our fiscal year end atof February 28, 2025 ,2026, representing a decreaseddecrease deficitin working capital of $187,206.$113,424.

Our net cash used in operating activities was ($259,375)$74,222 and ($741,637)$130,676 for the 9three months ended NovemberMay 30,31, 20252026 and 2024,2025, respectively, reflecting decreased net cash used in operating activities of $482,262.respectively.

Our net cash used in investing activities was ($842)$1,189 and $0, respectively, for the 9three months ended NovemberMay 30,31, 20252026 and 2024 , reflecting increased net cash used in investing activities of ($842).2025.

Our net cash provided by financing activities was $270,000$75,000 and $100,000$120,000 for the 9-monththree periodmonths ended NovemberMay 30,31, 20252026 and 2024,2025, respectively, reflecting increased net cash of $170,000 provided by financing activities.respectively.