OTC: UPYY

According to Fortune Business Insights, the global AML software market was valued at several billion dollars in 2023 and is expected to continue growing as financial institutions, fintech companies, lenders, and regulated businesses increasingly adopt automated compliance, transaction monitoring, sanctions screening, and know-your-customer (“KYC”) technologies to address evolving regulatory requirements and fraud risks.

(Source: Fortune Business Insights – https://www.fortunebusinessinsights.com/anti-money-laundering-market-102904)

The Company believes the U.S. regulatory compliance market may present future growth opportunities for its AML GO compliance platform. The Company is currently evaluating potential expansion opportunities into the United States market and anticipates launching certain AML and compliance-related services in the United States within the next six months, although no assurances can be given regarding the timing or success of such expansion efforts.

In the United States, financial institutions and regulated businesses are subject to various federal anti-money laundering laws and regulations, including the Bank Secrecy Act (“BSA”), the USA PATRIOT Act, and oversight from agencies such as the Financial Crimes Enforcement Network (“FinCEN”), a bureau of the U.S. Department of the Treasury.

(Sources: Financial Crimes Enforcement Network –
https://www.fincen.gov/
; U.S. Department of the Treasury –
https://home.treasury.gov/
)

3

Outdoor Recreation and Hunting Marketplace Industry

United States

The outdoor recreation and hunting industry in the United States represents a significant segment of the broader travel, sporting, and outdoor recreation markets. According to the U.S. Fish & Wildlife Service’s National Survey of Fishing, Hunting, and Wildlife-Associated Recreation, millions of Americans participate annually in hunting and wildlife-related recreational activities, contributing billions of dollars in economic activity through travel, lodging, guide services, equipment purchases, licensing fees, and conservation programs.

(Source: U.S. Fish & Wildlife Service –
https://www.fws.gov/program/national-survey-fishing-hunting-and-wildlife-associated-recreation
)

According to the Outdoor Industry Association and the U.S. Bureau of Economic Analysis Outdoor Recreation Satellite Account, the U.S. outdoor recreation economy generated approximately $1.1 trillion in economic output in recent years, while hunting-related activities contributed tens of billions of dollars annually to the U.S. economy through equipment sales, travel expenditures, outfitter services, and tourism-related spending.

(Sources: Outdoor Industry Association –
https://outdoorindustry.org/
; U.S. Bureau of Economic Analysis –
https://www.bea.gov/data/special-topics/outdoor-recreation
). The increasing use of digital platforms and online marketplaces has contributed to growth in the outdoor recreation sector, as consumers increasingly utilize online services to research, compare, and book guided hunting experiences, outdoor travel packages, and related recreational activities.

The Company believes that HUNTPAL may benefit from continued growth in online outdoor marketplaces and increasing consumer interest in destination hunting experiences, including opportunities connecting U.S.-based hunters with outfitters and guides operating in South Africa and other international destinations. The Company plans to continue expanding HUNTPAL’s digital marketing, outfitter partnerships, and online platform capabilities to support future growth opportunities within the outdoor recreation and hunting marketplace industry.

The Company also offers “Hunt Now – Pay Later” payment solutions through the HUNTPAL platform, which are designed to assist qualified consumers with financing hunting and outdoor travel experiences through installment-based payment arrangements. The Company believes that flexible payment options may improve accessibility to destination hunting experiences and support increased participation within the hunting tourism industry.

The Company believes the integration of financing solutions with digital marketplace services may provide HUNTPAL with a differentiated service offering by providing consumers with additional flexibility when booking guided hunting experiences and related outdoor travel services.

Information regarding South African hunting tourism and outfitter activities is derived from publicly available industry sources, including South African Tourism, the Professional Hunters’ Association of South Africa (“PHASA”), and the South African Hunters and Game Conservation Association (“SAHGCA”).

(

Sources:

https://www.southafrica.net/ ; https://www.phasa.co.za/ ; https://sahunters.co.za/

)

Consumer Lending and Credit Management Industry - South Africa

South Africa has a well-developed and highly regulated consumer credit industry governed primarily by the National Credit Act (“NCA”) and regulated by the National Credit Regulator (“NCR”). The South African consumer lending market includes unsecured lending, short-term credit, retail credit, secured lending, and installment-based financing products offered by banks, microfinance institutions, retailers, and independent credit providers.

(Source: National Credit Regulator –
https://www.ncr.org.za/
).

According to the National Credit Regulator’s Consumer Credit Market Report for Q4 2024, the total value of new credit granted in South Africa increased to approximately R158.70 billion for the quarter ended December 2024. During the same period, unsecured credit agreements totaled approximately R26.83 billion, while short-term credit agreements totaled approximately R3.58 billion, reflecting continued consumer demand for credit products and related financial services in South Africa.

(Source: National Credit Regulator Consumer Credit Market Report Q4 2024 –
https://www.ncr.org.za/documents/CCMR/CCMR_Q4%202024.pdf
)

4

The Company currently conducts its principal loan management software operations in South Africa through its ACPAS loan management software platform, which provides credit management, loan administration, collections management, debit order processing, payment facilitation, and regulatory compliance solutions to credit providers, retailers, and professional service businesses.

The Company has also recently deployed its Business-to-Business (“B2B”) lending solution designed to support commercial and business financing activities within the South African market. The Company believes the B2B lending and commercial finance sector may present additional growth opportunities for its software platforms and related financial technology services.

The Company believes that increasing regulatory compliance requirements, digital payment adoption, and demand for automated credit management systems may continue to support growth opportunities within the South African lending and financial technology sectors. In addition, increasing consumer participation in credit markets and continued growth in digital financial services may further support demand for the Company’s software platforms and related services.

Our Mission

Our mission is to provide loan administration software to credit providers, retail stores, provisional service industry (doctors, lawyers, accountants) with a high-quality credit management software systems and customer support that will enable such industries to effectively operate and manage their business and credit risk in compliance with applicable US federal and state laws and the National Credit Act in South Africa.

5

Recent Developments

·

June 5, 2024:

The Company acquired full ownership of HUNTPAL LLC (
www.huntpal.net
), consolidating its U.S. subsidiary under the UPAY corporate structure and expanding the Company’s digital marketplace operations within the outdoor recreation and hunting tourism industries. HUNTPAL offers online booking and “Hunt Now – Pay Later” installment-based payment solutions for qualified customers booking hunting and outdoor travel experiences in Africa.

·

June 20, 2024:

The Company completed the acquisition of a controlling interest in AML GO (Pty) Ltd (“AML GO”), a South African compliance software provider offering anti-money laundering (“AML”), know-your-customer (“KYC”), sanctions screening, politically exposed persons (“PEP”) screening, and transaction monitoring solutions, strengthening the Company’s regulatory compliance and fintech service offerings in Southern Africa. PEP screening is a critical compliance check used by financial institutions, crypto exchanges, and legal entities to identify customers who hold prominent public positions. By comparing client data against global databases, organizations assess the heightened risk of bribery, money laundering, and corruption associated with these individuals.

·

October 29, 2024:

AML GO (
www.amlgo.co.za
) launched its next-generation web-based AML screening and compliance portal featuring automated entity verification, sanctions screening, PEP screening, and API integration capabilities designed to support financial institutions, lenders, and accountable institutions with their compliance and onboarding requirements.

·

February 1, 2025:

Rent Pay (Pty) Ltd, operating through the ACPAS platform (
www.acpas.co.za
), entered into a one-year lease agreement with two one-year renewal options for approximately 2,905 square feet of office space located in Centurion, South Africa, consisting of administration offices, collaborative workspaces, and boardroom facilities to support the Company’s continued operational growth.

·

March 18, 2025:

AML GO participated in the Crypto Assets Regulation & Compliance Conference held in Johannesburg, South Africa, where the Company engaged with industry participants and compliance professionals regarding evolving anti-money laundering and digital asset regulatory requirements.

·

March 25, 2025:

ACPAS sponsored the MFSA #101 Compliance Workshop held at the Radisson Hotel & Convention Centre Johannesburg, where industry participants discussed regulatory developments, compliance requirements, and best practices within the South African microfinance industry.

·

April 22, 2025:

AML GO accelerated market penetration by onboarding more than 30 additional financial institution and business clients across South Africa over a two-week period, reflecting increased demand for the Company’s AML and compliance software solutions.

·

April 29, 2025:

AML GO showcased its compliance and anti-money laundering solutions during the MicroFinance South Africa (“MFSA”) Virtual Workshop focused on Financial Intelligence Centre Act (“FICA”) compliance. The workshop included participation from compliance officers, financial institutions, and representatives of the Financial Intelligence Centre (“FIC”).

·

May 2025:

The Company deployed its Business-to-Business (“B2B”) lending solution through the ACPAS platform, expanding its software offerings into the commercial and business finance sector within South Africa. The B2B platform is designed to support loan origination, account management, collections, payment processing, and compliance management for commercial lending activities.

·

June 9, 2025:

ACPAS entered into a service level agreement to provide device financing software and payment processing solutions for a South African retail network supporting financing solutions for a major U.S. technology brand across multiple retail locations. The deployment includes loan origination, onboarding, account servicing, and integrated AML compliance solutions through AML GO.

·

July 22, 2025:

ACPAS entered into a multi-phase development agreement with a pan-African financial services group to develop customized digital lending and loan management solutions for deployment within South Africa. The agreement includes custom software development, online lending platform deployment, and enhancements to the ACPAS loan management system.

·

October 27, 2025:

The Company announced that Chief Executive Officer Jaco Fölscher was re-elected to the Board of the Credit Association of South Africa (“CASA”) for an additional two-year term following CASA’s annual general meeting.

·

April 16, 2026:

ACPAS and AML GO participated as sponsors of the Credit Association of South Africa (“CASA”) Roundtable Session held at the Premier Hotel in Sea Point, Cape Town. The session focused on key industry discussions, operational insights, regulatory developments, and collaborative solutions within the South African credit sector.

·

2026 CASA Sponsorship Initiative:

ACPAS and AML GO committed to sponsoring additional CASA Roundtable events scheduled throughout 2026, including:

○

Durban – June 11, 2026

○

Bloemfontein – July 8, 2026

○

Port Elizabeth – August 19, 2026

○

Limpopo – September 10, 2026

The Company believes participation in these industry events strengthens its relationships within the South African credit and compliance industries while supporting continued market visibility for the ACPAS and AML GO platforms.

Products and Services

South African Business Operations

Rent Pay (Pty) Ltd – ACPAS

One of our South African subsidiaries, Rent Pay (Pty) Ltd, offers a fully web-based client and loan administration platform, marketed under the trade name
ACPAS
. Designed for both physical branch outlets and online lenders, ACPAS seamlessly integrates traditional standalone administration platforms with payment gateways, credit bureaus, and other third-party services into a single, fully automated workflow.

Key features include:

·

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.

6

In November 2021,

the Company

closed

its

Grapevine, Texas sales office

as part of a broader cost optimization initiative. The Company continues to maintain its

registered

executive office and mailing address in

Dallas

, Texas.

During

2022,

the Company reduced

active U.S. sales and

operational activities

due to

management changes, capital allocation considerations,

staffing

limitations

, and

operational disruptions associated with the

COVID-

19 pandemic.

Since that time, the Company has concentrated the majority of its operational activities within

Southern Africa,

through the expansion of its ACPAS loan management software platform, AML GO compliance solutions, and HUNTPAL digital marketplace operations. The Company continues to evaluate selective

expansion opportunities

within the United States market

.

AML GO (Pty) Ltd – AML Screening & Compliance Solutions

Our AML GO subsidiary, AML GO (Pty) Ltd, provides advanced anti–money laundering (AML) screening, compliance, and risk-management tools to South African financial institutions, fintech companies, and all accountable institutions. Through a secure, web-based portal, AML GO’s platform:

·

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.

Since its founding, AML GO has empowered licensed credit providers, microlenders and digital lenders to meet their AML and Know-Your-Customer (KYC) obligations efficiently, reducing manual processes and helping to safeguard the integrity of South Africa’s financial system.

HUNTPAL (Pty) Ltd – South African Subsidiary

HUNTPAL (Pty) Ltd is the operational arm of HUNTPAL in South Africa, executing hunting trips for US groups in South Africa. The SA company will also in time also bring the same “Hunt Now–Pay Later” model to South African hunters seeking safari experiences.

Our South African entity:

·

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.

HUNTPAL (Pty) Ltd leverages deep local expertise and global marketing channels to deliver authentic African hunting adventures, backed by flexible payment options and unwavering commitment to ethical, sustainable practices.

7

US Business operations:

HUNTPAL LLC – U.S. Operations

HUNTPAL LLC, headquartered in the United States, operates an online “Hunt Now–Pay Later” marketplace that connects licensed hunting outfitters with US hunters. We specialize in facilitating U.S. hunters to book and finance unforgettable safari experiences in South Africa, interest-free and on flexible installment plans, but our vision extends beyond South Africa, the Rainbow Nation. Over time, HUNTPAL LLC will broaden its network of vetted outfitters and financing partnerships to encompass prime hunting destinations in the US and around the world, delivering the same seamless booking, trip-planning and “pay-later” convenience to adventurers everywhere.

Hunt Now–Pay Later Offering

·

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.

HUNTPAL LLC serve hunters across multiple U.S. states, focusing on transparency, flexibility, and a seamless customer experience.

South African Business Operation:

Our South African subsidiary, Rent Pay (Pty) Ltd, currently provides a web-based client and loan administration software platform, the Automated Credit Provider Administration System, to registered lenders in South Africa, which we market under the name “

ACPAS

”.

Our customer base consists of customers with physical branch outlets as well as online customers with lending websites. ACPAS was designed to bridge the gap between traditional standalone administration platforms, payment gateways, credit bureaus and other third-party service providers through this fully automated software platform.

8

We provide a cloud-based loan origination software system that is compliant with all applicable legislation and enables our customers to grant loans, sell products, pay bills or pay monthly subscriptions on terms, all within our software system. Our software platform features integrated third-party service providers are, for example, registered payment gateways, credit bureaus, two-way texting, credit protection insurance and decision-making platforms. We also develop tailor-made web sites for our customers that is fully integrated with our ACPAS system. Our system also includes basic accounting and bookkeeping functionality.

In November 2021,

the Company closed its Grapevine, Texas

sales office

as part of a cost optimization initiative. The Company continues to maintain its

registered

executive office and mailing address in

Dallas

, Texas. During

2022,

the Company reduced active U.S.

sales and

operational activities following management changes, capital allocation considerations, staffing limitations, and operational challenges associated with the COVID-19 pandemic.

The Company currently focuses

the

majority of its operational

and sales

activities within

Southern Africa

through its ACPAS loan management software platform, AML GO compliance solutions, and HUNTPAL digital marketplace operations. The Company continues to evaluate selective

expansion opportunities

within the United States market under the leadership of

Randall Greene,

the Company’s

Chief Operating Officer

and

Director.

Products in South Africa (ACPAS)

1.

Loan Origination System

ACPAS

– Automated Credit Provider Administration System. A cloud-based management platform leased monthly on Software as a Service model (SaaS). ACPAS empowers our clients to oversee their businesses, clients and lending processes with full automation and legislative compliance.

2.

Theme Studio – Business Online

Fully customized website platform, developed and integrated with ACPAS, providing our clients with a public-facing website to engage and transact with customers in real time.

3.

Credit Inquiries

As a reseller of credit bureau services, we bundle and supply consumer credit inquiries through the ACPAS interface. Purchasing in bulk from major bureaus, we pass these inquiries to our clients at a competitive markup, so they can make informed lending decisions.

4.

Credit Protection & Life Insurance

Acting as an appointed agent for a licensed insurer, we embed credit protection and life-insurance offerings directly into ACPAS. Our clients can upsell these policies at the point of loan origination, and we earn monthly commissions on all referrals.

5.

Debit-Order Transaction Fees

Registered as a Third-Party Payment Provider (TPPP) in South Africa, we facilitate debit-order collections and charge a percentage-based fee per successful installment. This service streamlines repayment for consumers while ensuring timely remittance for our lender clients.

6.

Development & Staff Services

We provide bespoke software development and dedicated administrative staffing on a monthly-service basis, enabling clients to extend or customize ACPAS functionality and handle back-office operations seamlessly.

9

Products & Services (AML GO)

1.

Customer Due Diligence (CDD) & Enhanced Due Diligence (EDD)

A fully automated workflow for onboarding and monitoring clients, including real-time watch-list screening (PEP, sanctions, adverse media) and identity verification via integrated credit bureaus and government registries.

2.

Transaction Monitoring & Alerts

The Company is continuing to enhance its transaction monitoring and alert capabilities, which are designed to analyze banking and transactional data against configurable risk-scoring parameters to identify potentially suspicious activities and support customer compliance with the Financial Intelligence Centre Act (“FICA”) and related regulatory requirements.

3.

Regulatory Reporting & Audit Trails

Pre-built, configurable reports and secure audit logs that satisfy South African AML and KYC record-keeping requirements, simplifying submissions to the Financial Intelligence Centre (FIC).

4.

API & System Integration

RESTful APIs and SDKs that allow clients to embed AML GO’s compliance checks into their existing loan origination, onboarding, and payment processing systems.

5.

Training & Support Services

Ongoing compliance training, documentation and help-desk support to ensure our clients maintain up-to-date AML procedures and maximize the value of the AML GO platform.

Products & Services (HUNTPAL)

1.

Hunt Now–Pay Later Financing

Interest-Free Installments

: Book your hunt and spread payments over 3–12 months.

Instant Approval

: Proprietary credit-risk algorithms deliver near-instant financing decisions.

Transparent Terms

: No interest, no hidden fees.

2.

Marketplace & Booking Portal

A user-friendly online platform connecting hunters to vetted outfitters in South Africa (with future expansions planned globally), featuring full trip-planning, gear rental and optional add-ons.

3.

Outfitter & Ranch Partnerships

Strategic alliances with accredited game farms, ranches and guides, ensuring compliance with local regulations and ethical, conservation-minded practices.

4.

Logistics & Trip Management

End-to-end coordination, including permits, firearm documentation, lodging, transfers and trophy processing, handled through our portal or by dedicated Hunt Experts.

5.

Marketing & Promotional Services

Digital marketing campaigns, email newsletters and social media support for outfitter partners to drive bookings and enhance their visibility in key markets.

US Operational Cost/Restructuring:

In order to streamline our U.S. cost base, we have closed the Grapevine sales office. The Company continues to maintain its registered executive office and mailing address in Dallas, Texas. Going forward, our primary U.S. focus will be on scaling HUNTPAL LLC, leveraging our Texas office to drive growth of the “Hunt Now–Pay Later” marketplace across key American states. At the same time, we will maintain momentum in Africa through HUNTPAL (Pty) Ltd and continue our broader Southern Africa expansion.

10

Additionally, we are preparing to introduce AML GO’s advanced compliance and risk-management platform into the U.S. market in the near term, positioning our Dallas hub as the coordination center for both Huntpal’s financing operations and AML GO’s upcoming U.S. rollout.

Planned Business Operations in Africa

Revenue

Description

South

Africa

Revenue

Segment

ACPAS - Monthly License Fee

$

40.80

ACPAS Installation and Setup fee (One-time charge)

$

81.62

Transaction Fee (Ave CTC /CTM per successful transaction)

2.8

%

Ave volume of transactions/per month/per branch

500

Commission on insurance

Variable

(A transaction is defined as: a successful debit order collection through our debit order platform)

We will also provide custom website development services on a per quote basis.

Sales and Marketing Strategy – South Africa

We offer a cloud-based loan origination platform that empowers businesses to grant loans, sell products, and collect bills or subscription payments on flexible terms. To date, our South African marketing efforts have included:

·

Targeted Outreach & Presentations:

Proactive engagement with potential clients through one-on-one demos and proposals, supplemented by our annual participation in the Credit Association of South Africa (CASA) conferences since 2017.

·

Digital Advertising:

Monthly Google Ads and Facebook campaigns managed by specialist agencies, optimized continually to maximize lead quality and cost-per-acquisition.

·

Video & Digital Content:

Since August 2017, we have published fresh videos and multimedia each month, showcasing product walkthroughs, customer success stories and thought-leadership content, to build awareness and drive inbound inquiries.

·

Social Media:

Partnerships with two dedicated marketing firms to curate and amplify our brand presence on LinkedIn, Facebook and Instagram;

·

Blog & Thought Leadership:

A regularly updated blog featuring industry insights, best practices and case studies aimed at attracting qualified leads through SEO and shareable content.

·

Webinars & Virtual Events:

Quarterly webinars and roundtable discussions on topical lending and compliance trends, providing valuable education and direct engagement with prospects and existing clients.

·

Email Campaigns & Newsletters:

Segmented drip-email sequences and monthly newsletters delivering product updates, industry news and actionable tips to subscribers who opt in via our website or events.

·

In-Person Events:

Attendance and sponsorship of key industry gatherings from 2017 through 2026, including CASA’s annual conference, fintech expos and lender summits, facilitating high-touch interactions that convert to long-term partnerships.

11

Sales and Marketing Strategy – HUNTPAL

·

U.S. Launch Campaign:

Leveraging the Company’s Dallas presence, HUNTPAL plans to utilize targeted digital advertising campaigns across Facebook, Instagram, Google, and other digital platforms focused on U.S.-based hunters and outdoor enthusiasts between the ages of 25 and 55. The Company also plans to utilize sponsored content and digital placements through outdoor and hunting-related publications and platforms.

·

Direct U.S. Marketing Presence:

Effective June 1, 2026, the Company appointed an independent contractor to support HUNTPAL’s direct marketing and business development activities within the United States. The contractor will assist with on-the-ground marketing initiatives, outfitter engagement, customer relationship development, and strategic promotional activities designed to increase HUNTPAL brand awareness and customer acquisition within the U.S. market.

·

Outfitter Partnerships:

The Company plans to pursue co-branded marketing initiatives with South African hunting outfitters and guides featured on the HUNTPAL platform, including digital promotions, email campaigns, social media outreach, and promotional offerings related to “Hunt Now – Pay Later” installment-based travel packages.

·

Content Marketing:

HUNTPAL intends to continue expanding its digital content initiatives, including hunting preparation resources, conservation-related content, customer experiences, destination highlights, and educational materials designed to support customer engagement and organic digital traffic growth.

·

Influencer & Affiliate Programs:

The Company plans to collaborate with hunting influencers, outdoor personalities, content creators, and related brands to expand market visibility, increase customer referrals, and support broader brand recognition for the HUNTPAL platform.

·

Trade Shows & Expos:

The Company intends to participate in selected hunting, outdoor recreation, and sportsman trade shows and industry events within the United States and Southern Africa, including events associated with hunting, safari, firearms, conservation, and outdoor recreation industries, to support customer acquisition and industry relationships.

·

Email & SMS Outreach:

HUNTPAL plans to utilize automated email and SMS marketing campaigns to communicate promotional offerings, destination updates, hunting season availability, financing options, and customer engagement initiatives.

Sales and Marketing Strategy – AML GO

·

Regulatory Roadshows:

AML GO plans to host and participate in compliance workshops, industry roundtables, and regulatory engagement sessions across major South African metropolitan areas to demonstrate its AML, KYC, sanctions screening, and compliance monitoring capabilities to compliance officers, financial institutions, lenders, and accountable institutions. The Company may also evaluate selective participation opportunities within U.S. financial and compliance industry events as part of its longer-term expansion strategy.

·

Targeted Digital Advertising:

AML GO intends to utilize targeted LinkedIn, Google, and digital advertising campaigns directed toward risk management, compliance, finance, and operational executives within banking, fintech, microlending, insurance, and related regulated industries. Marketing initiatives are expected to focus on regulatory compliance requirements under the Financial Intelligence Centre Act (“FICA”) in South Africa and, in the future, potential U.S. anti-money laundering (“AML”) regulatory requirements.

·

Whitepapers & Case Studies:

The Company plans to develop and publish educational content, including whitepapers, case studies, compliance guides, and industry insights relating to AML compliance, customer onboarding, transaction monitoring, risk management, and regulatory best practices designed to support lead generation and industry engagement.

·

Webinars & Virtual Panels:

AML GO intends to host periodic webinars, virtual workshops, and panel discussions featuring compliance professionals, industry participants, and regulatory-focused discussions addressing evolving AML, KYC, sanctions screening, and financial crime compliance challenges.

·

Partner Ecosystem:

The Company plans to pursue strategic relationships and API integration opportunities with core banking platforms, loan management software providers, payment processors, fintech businesses, and related software providers to expand AML GO’s market reach and integration capabilities within South Africa and potentially other international markets.

·

Email Nurture & Drip Campaigns:

AML GO intends to utilize segmented email marketing and automated customer engagement campaigns tailored to specific industry verticals, including banking, microlending, insurance, and fintech sectors, delivering regulatory updates, product information, and compliance-focused content.

·

Conference Engagement:

The Company plans to continue participating in selected compliance, fintech, microfinance, and credit industry conferences, workshops, and trade events, including MFSA, CASA, SACRRA, and related industry events within Southern Africa, while evaluating selective participation opportunities within international compliance and fintech conferences.

This multi-channel and content-driven marketing approach is intended to strengthen the Company’s market presence within the South African lending, hunting finance, and AML compliance sectors, while supporting the Company’s longer-term strategy of pursuing selective growth opportunities within the United States and other international markets.

12

Seasonality

We operate year

-

round in South Africa

; however,

HUNTPAL

experiences

seasonal

fluctuations in

booking activity

, with increased demand typically occurring during the primary

hunting seasons

in the

autumn and winter months.

Raw Materials

We do not use raw materials in our business.

Target Market

Our diverse offerings address distinct customer segments across ACPAS, HUNTPAL and AML GO:

·

Online Lenders

Digital-first credit providers and fintech businesses seeking cloud-based loan origination, account management, collections, payment processing, and credit administration solutions through the ACPAS platform, together with integrated customer verification, KYC, and AML compliance capabilities provided by AML GO.

·

Storefront Lenders & Retail Establishments

Traditional microlenders, retail finance providers, pawnshops, and retail chains requiring integrated loan management, debit order collections, payment processing, customer onboarding, and embedded credit protection administration through the ACPAS platform.

·

Professional Service Providers

Professional practices and service-based businesses, including legal firms, medical practices, accounting firms, and related professionals, utilizing ACPAS for recurring billing, customer payment plans, collections management, and subscription-based payment administration.

·

Clubs & Associations

Fitness centers, sports clubs, associations, and membership-based organizations utilizing ACPAS subscription billing, recurring debit order processing, customer account management, and automated payment collection capabilities.

·

Business-to-Business (“B2B”) Finance Providers

Commercial finance providers, business lenders, and enterprise financing operations seeking configurable loan administration, payment processing, collections, and compliance management solutions through the Company’s recently deployed B2B lending platform.

·

Hunting Enthusiasts & Outfitters

Recreational hunters, outdoor travelers, and professional hunting outfitters within the United States, South Africa, and other international markets utilizing the HUNTPAL platform for guided hunting bookings, outdoor travel experiences, and “Hunt Now – Pay Later” installment-based payment solutions. HUNTPAL also targets outfitter partners seeking digital marketing exposure, customer lead generation, and financing support for hunting and outdoor travel packages.

·

Financial Institutions, Compliance Professionals & Fintech Companies

·

Banks, microlenders, payment providers, fintech businesses, accountable institutions, and compliance-focused organizations requiring scalable anti-money laundering (“AML”), customer due diligence (“CDD”), know-your-customer (“KYC”), sanctions screening, politically exposed persons (“PEP”) screening, and compliance monitoring solutions through the AML GO platform.

Reliance Upon One or a Few Customers

Our revenues were concentrated among 2 customers for the year ended February 28, 2026, and three customers for the year ended February 28, 2025.

Customer

Year

Ended

February 28, 2026

1

24

%

2

9

%

Customer

Year

Ended

February 28, 2025

1

28.32

%

2

9.86

%

3

8.53

%

13

Employees

We have 16 full-time employees: (a) our CEO/CFO, Jacob C Fölscher; (b) 1 operations manager; (c) 1 financial director; (d) 1 scientific programmer; (e) 4 systems engineers; (f) 2 accounting/bookkeeping persons; (g) 2 assistants, and (h) 4 Software developers. Our scientific programmer and system engineers and 3 Software developers will continue to provide support and technical assistance and modifications to our current ACPAS system and support development of future products and our current software. Most of our employees are located at our South African office working directly for the South Africa office.

To be Hired Employees

Contingent upon our revenues and adequate financing, we plan to hire 2 additional developers 4 sales representatives, 4 technical support staff members, 2 training consultants and 1 national sales manager.

Geographic Territory

Our credit related products and services have been offered since June 2008 in all South Africa provinces and will continue to be so offered.

Our AML Go services have been offered since October 2024 in South Africa.

Competition

Our primary competitors in South Africa are

·

Compuloan

·

Delter

·

Mycomax

Each of the above competitors sell credit related software that is sold to lenders.

Competitive Advantages

·

We are a Cloud based system and there is no need for physical installation;

·

For the past 14 years we have designed a software system that incorporates regulatory guidelines, affordability guidelines on an ongoing basis in South Africa, which we can adapt to a US software credit system;

·

South Africa has a non-paying culture as evidenced by market data.

Competitive Disadvantages

·

Our competitors in South Africa, including those mentioned above, have greater operational, financial and personnel resources than we do;

·

Apart from Huntpal, we don’t have any operations in the US;

·

We will have substantial development of our business and software program to adopt to various US states; and

·

We have not tested our marketing or our product in the US.

14

Government Regulation

Our customers’ products and services are subject to extensive US local, state and federal regulation and South African regulations. The regulation of the loan products and services industry is intended primarily for the protection of consumers and is constantly in flux as new regulations are introduced and existing regulations are repealed, amended, and modified.

South Africa Credit Regulations (The National Credit Act)

The National Credit Act (“NCA”) regulates the South Africa credit industry and was designed to protect consumer in the credit market and make credit and banking services more accessible. The Purpose of the NCA Act is to: promote a fair and non-discriminatory marketplace for access to consumer credit; regulate consumer credit and improve standards of Consumer information; prohibit certain unfair credit and credit marketing practices; promote responsible credit granting and use; prohibit reckless credit granting; provide for debt re-organization in case of over-indebtedness; to regulate credit information; and establish recourse for unfair credit practices. The NCA does this by simplifying and standardizing credit agreements and information disclosure; providing for the use of simple language that is easy to understand for comparing credit agreements from different credit providers; ensures all credit products are handled in the same way by credit providers; assisting over-indebted Consumers to restructure their debt with the help of a Debt Counselor (DC) and encourage responsible lending; regulates credit bureaus in terms of their Consumer information and records; establishing the National Credit Regulator (NCR) to regulate the entire credit market; and establishing the National Consumer Tribunal (CT) to adjudicate on Consumer complaints and disputes with credit providers, contraventions of The Act and decisions of the Regulator.

The NCA affects anyone dealing with the credit industry such as credit grantors, credit grantees and intermediaries. The NCA defines a “credit agreement” broadly as any installment purchase agreement of goods or services, as well as the extension of credit in the form of money i.e. home loans, personal loans, credit cards, store cards and short-term loans. Therefore, a credit agreement applies to any party involved in the credit agreement which is classified into three categories namely incidental credit agreements; intermediate agreements; and large credit agreements.

Credit Providers include banks, micro lenders, retailers such as furniture and clothing stores, all businesses, companies, close corporations, partnerships and individuals who do business on credit, provide loans or charge interest on overdue accounts. Consumers Include natural person, companies, close corporations, trusts (with more than three individual trustees), partnerships and an association of persons whose asset value or annual turnover, together with the combined asset value or annual turnover of all related juristic persons, at the time the agreement is made, equals or exceeds the threshold value of 1 million rands.

The NCA lists a number of consumer rights, which are protected by the Act. A party who breaches Consumer rights protected by the NCA commits an offence in terms of credit law, which enables Consumer recourse through the established dispute channels. The following are Consumer rights protected in the NCA:

·

To apply for credit

·

To be protected against discrimination in the granting of credit

·

To be informed why credit has not been granted, should you ask

·

To receive a free copy of your credit agreement

·

To receive a credit agreement in plain and simple language

·

To have your personal and financial information treated confidential

·

To understand all fees, costs, interest rates, the total installment and any other details

·

To say no to increases on your credit limit

·

To decide whether or not you want to be informed about products or services via telephone, SMS, mail or e-mail campaigns

·

To apply for debt

counselling

should you be overwhelmed by debt

15

The key points of the NCA are:

1. Marketing

The NCA restricts and prohibits certain practices of loan canvassing such as door to door selling, uninvited canvassing at workplaces or homes. The NCA also increased control over marketing practices and advertisements such as automatic credit limit increases and negative option marketing i.e. if you do not decline, we will assume you agree. In addition, the National Credit Act provides for clear and understandable marketing communication. Consumers must receive a detailed written quote, which is valid for 5 business days, to enable quote comparisons from different credit providers.

2. Capped Interest Rates and Other Fees and Charges

The NCA effectively caps the interest rates, fees and other charges, which credit providers, can charge, depending on the type of credit and when the credit was granted. The maximum interest rate, in most cases, is based on a formula, which is dependent on the SA Reserve Bank Repurchase (Repo) rate at the time that the credit was granted. Essentially, there are seven rate categories namely mortgage agreements; credit cards/facilities; unsecured credit transactions; short-term credit transactions; developmental credit agreements; other credit agreements and incidental credit agreements. The NCA places a cap on the maximum amount that a credit provider can charge for other fees such as initiation fees, monthly service, and default and collection costs. While a loan protection policy is permitted, the charges must “be reasonable” and the Consumer may use/cede an existing insurance cover.

3.

Loan Application

The NCA requires credit providers to supply simple contracts that are easy to understand, in official languages and the Consumer must receive a free copy. Consumers are also entitled to a reason, on request, when the credit provider denies credit. The NCA requires credit providers to do due diligence to ensure the Consumer can afford the loan and all loans must be recorded on a register to prevent Consumers becoming over-indebted.

4. Reckless Lending

Credit providers are in contravention of the NCA and may be judged guilty of reckless lending if the Consumers ability to afford loan repayments is not assessed before granting credit. Credit providers may be subject to severe penalties and may even forfeit their right to recover the debt if they are judged guilty of reckless lending. However, Consumers who failed to fill in the loan application fully and honestly are not protected by the NCA.

5. Debt Counselor & Counseling

The NCA gives Consumers the right to apply for financial management and debt counseling assistance if he or she is unable to pay their debts. The Debt Counselor (DC) is registered by the NCR after successful course and exam completion. Debt counselors will help over-indebted Consumers restructure/rearrange their debt repayments, this process can be voluntary or made an order of the court.

All DCs must be registered with the National Credit Regulator and fees are prescribed in terms of the NCA. Consumers must understand and accept the process, charges and payments before undergoing debt counseling. Once the Consumer has signed for debt counseling, the credit bureau is notified, and the Consumer will be unable to obtain further credit for the duration of debt counseling until the process is finalized/withdrawn.

16

6. Credit Bureau

The NCA requires all credit bureau to be registered with and submit reports to the National Credit Regulator. Credit bureau are required to ensure data is accurate at all times and that inaccurate information is immediately removed without cost to the Consumer after the Consumer has lodged a complaint. The NCA regulations stipulate how Credit bureau information is obtained, used, and for how long it should remain on a Consumer’s profile.

In addition, Consumers are eligible for one free credit report from each credit bureau each year to effectively manage their credit profiles.

7. The National Credit Regulator and the Consumer Tribunal

The NCA established the NCR to regulate the credit industry and ensure that credit providers comply with the NCA. In addition, the NCR is responsible for investigating and evaluating Consumer complaints about alleged contraventions of the NCA by credit providers. All credit providers, credit bureau and debt counselors must register and report to the NCR.

In addition to the NCR, the NCA established the Consumer Tribunal with equal status to a court of law to hear and adjudicate on: applications made in terms of the NCA by consumers; credit providers and credit bureau; debt counselors and the NCR including applications for interim relief and a review of the NCR’s decisions; matters referred to by the NCR or complaints related to allegations of prohibited

Research and Development

Since our inception, we have had no research and development expenses.

Patents and Intellectual Property / Trademarks / Licenses / Franchises

·

Patents:

We do not currently own any patents and have no plans to pursue patent protection. We maintain and protect our proprietary technology through robust trade-secret practices.

·

Trademarks:

We have filed trademark applications for HUNTPAL and are currently awaiting feedback and final registration decisions from the relevant intellectual-property offices.

·

Licenses & Franchises:

We are not a party to any license, royalty or franchise agreements at this time.

Material Agreements

Verbal Agreement with Wouter Fouche

We had a verbal agreement with our previous Chief Executive Officer, Wouter Fouche, to pay him a monthly salary of $9,500 for our fiscal year 2022 based upon available funds.

However, Wouter Fouche resigned from all positions on February 3, 2022, including from all positions at any subsidiaries or affiliates, pursuant to a February 3, 2022, Share Purchase and Separation Agreement (the “Agreement”). In the Agreement, Wouter Fouche sold 7,125,000 of his 9,125,000 shares and three million seven hundred thousand (3,700,000) of MiWay Finance shares to us that were owned by Wouter Fouche for $240,000, which we have agreed to pay with a $150,000 cash payment within 10 days of the Effective Date and $10,000 per month for 9 consecutive months commencing April 1, 2022; Wouter Fouche retained an amount of 2,00,000 UPAY, Inc. shares pursuant to the Agreement. The 2,00,0000 of our shares are locked up for a period of eighteen (18) months from the closing date of the agreement and thereafter no more than five thousand (5,000) of the Retained Shares may be sold per month. The Agreement also provides for non-circumvention, non-derogation, non-solicitation provisions and Mr. Fouche will never solicit any of our employees, customers or vendors for any other business, work or project of any kind and shall take no action to interfere with, disrupt or harm our business in any manner. Further, Wouter Fouche will keep confidential, any and all information in his knowledge or possession about us or our business, finances or operations, our employees, officers, directors or agents. Wouter Fouche’s resignation was not in connection with any disagreement with our management regarding us, our operations, policies or practices. On September 1, 2023, we amended the Share Purchase and Separation Agreement. . The original amount of $240,000 payable, which was to be paid as $150,000 within 10 days of the Effective Date and $10,000 per month for 9 consecutive months, was reduced to $170,000, payable as $150,000 initially and $10,000 per month for 2 consecutive months. Additionally, the addendum stipulated that the remaining 2,035,000 UPAY shares held by Wouter Fouche and his wife, Desiree Fouche, would be repurchased by the Company for an additional $23,500. This transaction was executed, and consequently, Wouter Fouche and his wife are no longer shareholders of the Company.

17

Verbal Agreement with Jacob C Fölscher

We have a standing verbal agreement with our Chief Financial Officer, now also serving as CEO, Jacob C. Fölscher, renewed annually under these terms:

·

Monthly Salary:

$9,500, payable subject to available funds.

·

Annual Bonus:

A “13th check” of $9,500, awarded once per fiscal year.

·

Relocation Allowance:

A one-time payment of $10,000 to cover relocation to the U.S., if applicable.

These components constitute the entirety of the compensation arrangement. Following the resignation of our former CEO, Wouter Fouche, Mr. Fölscher assumed the CEO role in addition to his CFO duties and has not received any additional compensation for serving as CEO to date.

Share Exchange Agreement with Rent Pay (Pty) Ltd

On November 4, 2015, we completed a Share Exchange Agreement with Rent Pay (Pty), Ltd (“Rent Pay”), a South African company, and Rent Pay’s shareholders, which are South Africa Trusts controlled by our officers. In the Share Exchange, we exchanged 200,000 shares of our common stock for all of Rent Pay’s outstanding shares (1,000 shares), 500 of which were in the name of the Loantech Trust, a trust controlled by our then officer, Wouter Fouche, and 500 shares in the name of Fölscher Family Trust, a trust controlled by our other officer, Jacob Fölscher. As a result of the share exchange, Rent Pay become our wholly owned subsidiary of UPAY

Website/Software Services Agreement with Twin Harbor Web Solutions, Inc.

We have a January 1, 2016 Website/Software Services Agreement with Twin Harbor Web Solutions, Inc. (“Twin Harbor) providing that Twin Harbor will provide software and website development services involving website design and basic website setup for our ACPAS system. The agreement provides that we will pay Twin Harbor: (a) $35 per month to be billed annually for website hosting; (b) $750 for website setup; (c) an initial $2,000 payment to build the master website and the plug in with all of our web services; and (d) upon completion of the master website with all plugins, we will issue 30,000 restricted common stock shares of UPAY to Twin Harbor.

The $750 website setup fee under clause (b) has since been renegotiated to $250.

Asset Purchase Agreement with Twin Harbor Web Solutions, Inc

We have an April 16, 2018 Asset Purchase Agreement with Twin Harbor, where we acquired the software known as “Theme Studio” from Twin Harbor in exchange for 2,000,000 restricted common stock shares of UPAY. The acquired software includes a customizable client loan or product website with templates that include a client and document management platform as well as an electronic document signature solution. This means that we now own all right, title and deed to the “Theme Studio “software and can further develop the platform.

18

Software Acquisition Agreement with Finbond Mutual Bank

We have a January 9, 2019 Software Acquisition Agreement with Finbond Mutual Bank, where Finbond will acquire a copy of the current UPAY software, for $240,279. Our subsidiary, Rent Pay (Pty) Ltd, will then further develop and customize the software at an agreed development rate per hour. Upon successful completion of the further development, Finbond will use the software in their South African operations. Finbond paid a deposit to initiate the project of $141, 341.

Finbond subsequently decided not to continue with the project and forfeited the non-refundable deposit.

Agreements with James Byrd

We have a February 5, 2021 share purchase and services agreement with James S Byrd, PA (Consultant), where the company appointed the Consultant, for a period of 18 months from the date of the agreement, to provide legal, business, strategic and other consulting services to Company to assist the Company, by providing the names of possible financing capital sources for the Company’s growth and expansion plans, assist and advise on any potential up-listing, merger or acquisition that the company may pursue in future and assist in the preparation of documents pertaining thereto. The consultant will also assist the Company in developing corporate governance practices and strategies and assist with the preparation of documents to affect corporate governance measures, including those that will be consistent with an up-listing and review, edit, and comment on Regulation A offering document and amendments prepared by the Company’s securities counsel and provide advice on US distribution agreements for the Company’s products and refer possible US distributors for its products in the US.

In consideration and exchange for the Consultant’s services and a cash investment of $30,000 by the Consultant in UPAY, the Company agreed to issue (1,000,000 shares of common stock in the Company to the Consultant, effective upon execution of the agreement.

We also had an October 11, 2021 Director Agreement with James S Byrd, for a period of 12 months, through October 11, 2022, to serve as director on the Company’s Board of Directors. Mr. Byrd is to perform such duties and responsibilities as are customarily related to such position in accordance with Company’s bylaws, Code of Ethics, and applicable law, including, but not limited to, assisting the Company in the following: (a) obtaining DTC eligibility for the Company’s common stock; (b) assisting in the Company’s Regulation A filing; (c) advise the Company on its public company and business needs. Jim Byrd was paid $5000 per month for his services.

On November 2, 2022, we decided not to renew the James Byrd Director Agreement for an additional 12 months of Board Service, which decision was not in connection with any disagreement with our management regarding us, our operations, policies or practices.

Agreement with Pieter A. Swanepoel

We have a September 1, 2022 Director Agreement with Pieter A Swanepoel, for a period of 12 months, through August 31, 2023, to serve as our director. Mr. Swanepoel is to perform such duties and responsibilities as are customarily related to such position in accordance with Company’s bylaws, Code of Ethics, and applicable law, including, but not limited to, assisting the Company in the following: (a) assisting the Company with its cash flow planning and forecasts for budget and financial planning purposes; (b) assisting in the Company with preparing financial information ; (c) advise the Company on group structuring and business and financial needs (collectively, the “Services”). This agreement has since been extended until August 2026. Swanepoel will be paid 100,000 restricted common shares of the Company over a 12-month period for his services.

Agreement with Randall F. Greene

We have a March 1, 2023 Director Agreement with Randall F Greene for a period of 12 months through February 29, 2024 to serve as our director. We also had a March 1, 2023 Officer Agreement with Randall F Greene to serve as our Chief Operations Officer (“COO”). Pursuant to these agreements, Randall Greene were to perform such duties and responsibilities as are customarily related to those positions, including, but not limited to, assisting us in the following: a) identifying and assessing potential acquisitions ; (b) assisting in as Regulation A filing if pursued; (c) advise and assist us on public company and business strategy; (d) represent us as our COO, including to establish its business presence in the US, (e) assist us in opening US bank accounts, (f) establish business relationships with service providers and establish other business relationships, Randall Greene were paid 100,000 shares for his Director Agreement for the 12 month period and 233,333 shares in return for his COO services.

Randall Greene’s Director Agreement was subsequently extended until August 2026. The Officer Agreement was not extended after its initial 12-month term.

Agreement with

Richard K. Pellerin

We entered into a Director Agreement with Richard K. Pellerin effective September 20, 2025, for a term of thirty-six (36) months through August 19, 2028, pursuant to which Richard P
e
llerin serves as a director of the Company. Pursuant to the agreement, Richard Pellerin is to perform such duties and responsibilities as are customarily related to the position of director, including, but not limited to: (a) identifying potential acquisitions for the Company; and (b) advising and assisting the Company with its public company and business strategy. Richard Pellerin also agreed to comply with the Company’s bylaws, Code of Ethics and applicable laws and regulations, and to devote his best efforts toward the performance of his duties as a director.

In consideration for his services under the agreement, the Company agreed to issue Richard Pellerin 100,000 shares of UPAY restricted common stock per year for the three-year term, with vesting occurring in arrears in two installments per year after each six-month service period. The shares are subject to a three-year lock-up period beginning upon each issuance date. The agreement also provides for reimbursement of reasonable business expenses incurred in connection with the performance of his services. The agreement contains customary confidentiality, non-competition and non-solicitation provisions.

19