Upay Inc.

06/02/2026 | Press release | Distributed by Public on 06/02/2026 13:58

Annual Report for Fiscal Year Ending February 28, 2026 (Form 10-K)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
This document contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. 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, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or 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 and may include:
·
projections about accounting and finances;
·
plans and objectives for the future;
·
projections or estimates about assumptions relating to our performance; or
·
our opinions, views or beliefs about the effects of current or future events, circumstances or performance.
These forward-looking statements present our estimates and assumptions only as of the date of this report. Except for our ongoing securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement.
Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any or our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The factors impacting these risks and uncertainties include, but are not limited to:
·
Our results are vulnerable to economic conditions;
·
Our ability to raise adequate working capital;
·
Loss of customers or sales weakness;
·
Inability to achieve sales levels or other operating results;
·
The unavailability of funds for capital expenditures;
·
Operational inefficiencies;
·
Increased competitive pressures from existing competitors and new entrants;
21
You should view these statements with caution. These statements are no guarantees of future performance, circumstances or events. They are based on facts and circumstances known to us as of the date the statements are made. All aspects of our business are subject to uncertainties, risks and other influences, many of which we do not control. Any of these factors, either alone or taken together, could have a material adverse effect on us and could change whether any forward-looking statement ultimately turns out to be true. Additionally, we assume no obligation to update any forward-looking statement as a result of future events, circumstances or developments. The following discussion should be read together with the Consolidated Financial Statements and the notes thereto. Outlined below are some of the risks that we believe could affect our business and financial statements for 2020 and beyond and that could cause actual results to be materially different from those that may be set forth in forward-looking statements that we make.
GENERAL
Overview
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
Inflation
The amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.
Critical Accounting Policies and Estimates
Our significant accounting policies are more fully described in the notes to our consolidated financial statements included herein for our fiscal years ended February 28, 2026 and February 28, 2025.
Recent Accounting Pronouncements
The recent accounting pronouncements applicable to the Company are more fully described in the notes to our consolidated financial statements included herein for our fiscal years ended February 28, 2026 and February 28, 2025.
Management does not believe that any other recently issued, but not effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements.
COMPARATIVE RESULTS FOR FISCAL YEARS 2026 AND 2025
Results of Operations:
For the year ended February 28, 2026 and February 28, 2025
Revenues
Our revenues for the years ended February 28, 2026 and February 28, 2025 were $746,311 and $715,269, respectively, reflecting increased revenues of $31,042, which increased revenues are primarily attributable to
the growth in transactional revenue in our South African operations
.
22
Net Profit/Net Loss
We had a net loss of $1,406,623 for the year ended February 28, 2026 and $540,062 for the year February 28, 2025, respectively, reflecting an increased net loss of $866,561, which increased net loss is primarily attributable to
the $904,400 loss on settlement of debt recognized during fiscal 2026, together with increased interest expense and higher general and administrative expenses, partially offset by improved gross profit margins.
We had a working capital deficit of (
$266,715)
at February 28, 2026 and ($386,487) at February 28, 2025, respectively. The (
$266,715)
of working capital deficit in the fiscal year ended February 28, 2026 is primarily attributable to
outstanding accounts payable and accrued liabilities, and notes payable.

Operating Expenses
We incurred total expenses of $1,001,027 and $953,220 for the years ended February 28, 2026 and February 28, 2025, respectively, reflecting an increase in total expenses of $
47,807
, which increase is primarily
attributable to higher general and administrative expenses incurred to support operations and corporate activities.
Our net cash used in operating activities was $(288,039) and $(764,674) for the years ended February 28, 2026 and February 28, 2025, respectively, representing a decrease in net cash flows used in operating activities of $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 used in investing activities was $(1,993) and $0 for the years ended February 28, 2026 and February 28, 2025, respectively, reflecting a $1,993 increase in net cash used in investing activities primarily attributable to the purchase of property and equipment during fiscal 2026.
Our net cash provided by financing activities was $320,000 and $150,000 for the fiscal years ended February 28, 2026 and February 28, 2025, respectively, reflecting an increase 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.
Going forward, our monthly estimated cash needs of $70,000 over the next 12 months from June 2025 to June 2026 including the following estimated expenditures:
Description
$ Amount
Rent $
$
3,500
Phone $
$
500
IT $
$
7,500
Legal fees $
$
6,000
Salaries $
$
65,000
SEC reporting $
$
12,500
These estimated expenditures are based upon current expenses and anticipated increases and growth.
We plan on meeting our cash needs over the next 12 months, including our SEC reporting costs, through our current cash position of $96,279 as of
February 28, 2026
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.

Upay Inc. published this content on June 02, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on June 02, 2026 at 19:58 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]