10-Q: UPAY, Inc. Q1 2026 Results Show Revenue Growth Amidst Net Loss
Quarterly Report
UPAY, Inc. reported increased revenue for the first quarter of fiscal year 2026, driven by software development and transactional services, though the company continues to experience net losses.
Summary
- UPAY, Inc. reported revenue of $226,347 for the three months ended May 31, 2026, an increase of $55,933 compared to $170,414 in the same period of 2025.
- The company experienced a net loss of $115,440 for the three months ended May 31, 2026, an improvement from a net loss of $141,986 for the same period in 2025.
- Total expenses increased to $269,811 from $258,432, primarily due to higher general and administrative costs.
- The company has negative working capital of $380,139 as of May 31, 2026.
- Cash used in operating activities was $74,222 for the quarter, compared to $130,676 in the prior year period.
- The company's disclosure controls and procedures were not effective as of May 31, 2026, with a material weakness identified due to a lack of effective controls over the control environment, including uncommunicated accounting policies and a lack of independent board members.
Sentiment
Score: 3
Explanation: StockSavvy.ai views this as a negative sentiment due to the continued net loss, negative working capital, and material weakness in internal controls, despite revenue growth.
Positives
- Revenue increased by 32.8% to $226,347 for the three months ended May 31, 2026, compared to $170,414 in the prior year period.
- Net loss decreased by $26,546 to $115,440 for the three months ended May 31, 2026, from $141,986 in the prior year period.
- Gross profit increased due to higher revenues.
- Net cash used in operating activities decreased to $74,222 from $130,676.
Negatives
- The company reported a net loss of $115,440 for the three months ended May 31, 2026.
- Total expenses increased by $11,379 to $269,811 for the three months ended May 31, 2026.
- Working capital remains negative at $(380,139) as of May 31, 2026.
- The company's disclosure controls and procedures were not effective as of May 31, 2026, with a material weakness identified.
- The Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert.
Risks
- The company's ability to continue as a going concern is subject to substantial doubt due to insufficient revenues to execute its business plan and reliance on future equity financing.
- Results are vulnerable to economic conditions.
- The company may face challenges in raising adequate working capital.
- Loss of customers or sales weakness could negatively impact performance.
- Inability to achieve sales levels or other operating results.
- The unavailability of funds for expansion purposes.
- Operational inefficiencies.
- Increased competitive pressures from existing competitors and new entrants.
Future Outlook
The company's future outlook is uncertain due to its reliance on equity financing to fund operations and the substantial doubt about its ability to continue as a going concern. Management intends to fund operations through equity financing arrangements, but there is no assurance of success. The company's results are vulnerable to economic conditions, potential loss of customers, sales weakness, and competitive pressures.
Management Comments
- Management believes that all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected.
- Management has evaluated subsequent events through the date that these financial statements were issued, and none were identified except for the issuance of 50,000 shares of common stock for services pursuant to a Director Agreement.
- Management does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud.
Industry Context
StockSavvy.ai notes that UPAY, Inc.'s focus on software development and services for the credit provider industry in South Africa places it within a niche but potentially growing market, especially as digital transformation continues. However, the company's persistent net losses and negative working capital highlight significant financial challenges that are common among early-stage technology companies, particularly those reliant on external funding.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Disclosure Controls and Procedures | Disclosure controls and procedures were not effective as of May 31, 2026. | 2026-05-31 | Material weakness identified due to lack of effective controls over the control environment, inconsistent accounting practices, and lack of independent board members. |
| Internal Control over Financial Reporting | No changes in internal control over financial reporting occurred during the quarter that materially affected or are reasonably likely to materially affect internal control over financial reporting. | 2026-05-31 | Existing material weakness in control environment persists. |
Legal Proceedings
- The company is not currently a party to any material legal proceedings, and no such proceedings are known to be contemplated.
Related Party Transactions
- The company has several promissory notes with its Chief Executive Officer and companies controlled by a significant shareholder, with various maturity dates and interest rates.
- The company owes a total of $665 to officers for advances.
- The company incurred salary expenses to the CEO and director fees to directors, some pursuant to specific agreements.
Stakeholder Impact
- Shareholders: Continued net losses and negative working capital may impact share value and future equity dilution if capital is raised.
- Creditors: Several promissory notes are in default, potentially impacting the company's ability to service its debt.
- Employees: Ineffective internal controls and potential going concern issues could create uncertainty.
- Management: Responsible for addressing material weaknesses in controls and ensuring financial reporting reliability.
Next Steps
- Continue to fund operations through equity financing arrangements.
- Address material weaknesses in disclosure controls and internal financial reporting.
- Develop and effectively communicate accounting policies and procedures.
- Seek to strengthen the Board of Directors with independent members and an audit committee financial expert.
Key Dates
| Date | Description |
|---|---|
| 2020-05-20 | Promissory note with a third-party lender for $25,000 matured. |
| 2020-05-27 | Promissory note with U.S. Small Business Administration for $77,800 entered into. |
| 2021-03-24 | Promissory note with CEO for $10,000 entered into. |
| 2021-09-07 | Promissory note with CEO for $10,000 entered into. |
| 2021-10-15 | Deposit paid to set up an electronic funds transfer debit facility. |
| 2021-10-22 | Promissory note with a third-party lender for $25,500 matured. |
| 2022-02-11 | Promissory note with CEO for $20,000 entered into. |
| 2022-03-02 | Company acquired a controlling interest in Miway Finance Inc. |
Recommendation
holdWhile revenue growth is positive, the persistent net loss, negative working capital, and identified material weakness in internal controls present significant risks. The company's reliance on future equity financing for survival also introduces considerable uncertainty. A 'hold' recommendation is appropriate, pending further clarity on the company's ability to achieve profitability and strengthen its financial and control environment.
Keywords
UPAY, 10-Q, Quarterly Report, Financial Statements, Revenue Growth, Net Loss, Nevada, Software Development
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