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10-Q/A: UPAY Inc. Reports Increased Net Loss in Amended Quarterly Filing

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Quarterly Report


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UPAY Inc.'s amended quarterly report reveals a significant decrease in revenue and an increased net loss for the period ending August 31, 2024, compared to the same period in 2023.

Capital raiseThe company intends to fund operations through equity financing arrangements.There is no assurance that the company will be successful in raising the necessary capital.
Worse than expectedThe company's revenue decreased significantly compared to the same periods in the previous year.The company's net loss increased compared to the same periods in the previous year.The company's working capital decreased compared to the previous fiscal year end.Net cash used in operating activities increased substantially compared to the same period in the previous year.

Summary

  • UPAY Inc. has filed an amended quarterly report on Form 10-Q/A for the period ending August 31, 2024, primarily to correct a reference in the Section 302 certifications.
  • The company's revenue decreased to $168,071 for the three months ended August 31, 2024, from $364,042 in the same period of 2023.
  • The net loss for the three months ended August 31, 2024, was $191,324, compared to a net loss of $174,618 for the same period in 2023.
  • For the six months ended August 31, 2024, revenue was $425,320, down from $696,618 in the same period of 2023.
  • The net loss for the six months ended August 31, 2024, was $342,001, compared to a net loss of $206,838 for the same period in 2023.
  • The company's working capital decreased to ($281,627) as of August 31, 2024, from ($229,865) at the end of the fiscal year on February 28, 2024.
  • Net cash used in operating activities increased significantly to ($651,056) for the six months ended August 31, 2024, compared to ($79,847) for the same period in 2023.
  • The company has an accumulated deficit of ($1,965,190) as of August 31, 2024.
  • UPAY Inc. is relying on equity financing to fund operations, but there is no guarantee of success.

Sentiment

Score: 3

Explanation: The document reveals a concerning financial situation with declining revenues, increasing losses, and a significant cash burn. The company's reliance on equity financing with no guarantee of success further contributes to a negative outlook.

Positives

  • Total expenses decreased by $70,937 for the three-month period and $3,528 for the six-month period ending August 31, 2024, compared to the same periods in 2023.
  • The company settled a lease obligation on a right-of-use vehicle resulting in a gain of $1,042.
  • Net cash used in investing activities decreased by $23,142 for the six months ended August 31, 2024, compared to the same period in 2023.

Negatives

  • The company experienced a significant decrease in revenue for both the three and six-month periods ending August 31, 2024.
  • The net loss increased for both the three and six-month periods ending August 31, 2024.
  • The company's working capital decreased from February 28, 2024, to August 31, 2024.
  • Net cash used in operating activities increased substantially for the six months ended August 31, 2024.
  • The company has an accumulated deficit of ($1,965,190) as of August 31, 2024.
  • The company is reliant on equity financing with no guarantee of success.
  • The company's revenues are concentrated among a small number of customers.

Risks

  • The company's ability to continue as a going concern is in doubt due to insufficient revenues and reliance on equity financing.
  • The company's revenues are concentrated among a small number of customers, making it vulnerable to the loss of any major customer.
  • The company's system may not be adaptable to US needs, and there is no guarantee of interest in their software system in the US.
  • The company's financial performance is heavily dependent on the level of activity of credit facilities and their need for the company's software.

Future Outlook

The company intends to fund operations through equity financing arrangements, but there is no assurance that this will be successful.

Management Comments

  • Management believes that the financial statements fairly present the financial condition, results of operations, and cash flows of the company.
  • Management acknowledges that the company's disclosure controls and procedures were not effective in providing reasonable assurance in the reliability of the report due to insufficient segregation of duties and the lack of an audit committee.

Industry Context

The company operates in the software development and licensing sector, providing services to the credit provider industry, primarily in South Africa. The report highlights challenges in revenue generation and profitability, which may reflect broader industry pressures or specific challenges faced by the company in its market.

Comparison to Industry Standards

  • It is difficult to make a direct comparison to industry standards without knowing the specific niche of the credit provider industry that UPAY operates in.
  • However, the significant decrease in revenue and increase in net loss compared to the previous year suggests that UPAY is underperforming compared to its own historical results.
  • The company's reliance on a small number of customers is a risk that is not uncommon in the software industry, but it is a factor that needs to be managed carefully.
  • The lack of an audit committee and insufficient segregation of duties are significant weaknesses in internal controls that would be considered below industry best practices for a public company.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Internal Control WeaknessThe company's disclosure controls and procedures were not effective in providing reasonable assurance in the reliability of the report due to insufficient segregation of duties and the lack of an audit committee.2024-08-31This is a significant weakness that needs to be addressed to ensure the accuracy and reliability of financial reporting.

Related Party Transactions

  • The company has several promissory notes with related parties, including the CEO and significant shareholders.
  • The company incurred salary expenses to the CEO and directors fees to a Director of the Company.
  • The company incurred management fees to the Chief Operating Officer (COO) and Director of the Company.

Stakeholder Impact

  • Shareholders are negatively impacted by the decreased revenue, increased net loss, and the uncertainty surrounding the company's ability to continue as a going concern.
  • Employees may be concerned about the company's financial stability and future prospects.
  • Customers may be concerned about the company's ability to continue providing services.
  • Creditors may be concerned about the company's ability to repay its debts.

Next Steps

  • The company will continue to evaluate the effectiveness of internal controls and procedures on an ongoing basis.
  • The company intends to fund operations through equity financing arrangements.

Key Dates

DateDescription
2012-02-01Rent Pay was incorporated in South Africa.
2015-07-08UPAY, Inc. was incorporated in the State of Nevada.
2015-11-04UPAY, Inc. agreed to acquire all of the issued and outstanding shares of Rent Pay (Pty) Ltd.
2020-05-20The company entered into a promissory note with a third-party lender for $25,000.
2020-05-27The company entered into a promissory note with the U.S. Small Business Administration for $77,800.
2021-02-01The company entered a two-year lease with a renewal option for office space in South Africa.
2021-03-24The company entered into a promissory note with the Chief Executive Officer (CEO) of the Company for $10,000.
2021-04-14The company entered into a promissory note with a company controlled by a significant shareholder of the Company for $26,000.
2021-09-07The company entered into a promissory note with the CEO of the Company for $10,000.
2021-10-15The company paid a R800,000 deposit to set up an electronic funds transfer debit facility with a vendor.
2021-10-22The company entered into a promissory note with a third-party lender for $25,500.
2022-02-03The company entered into a Share Purchase and Separation Agreement with the former CEO.
2022-02-11The company entered into a promissory note with the CEO of the Company for $20,000.
2022-02-28The company's fiscal year end.
2022-03-02The company acquired a controlling interest in Miway Finance Inc.
2022-05-02The company entered into a promissory note with a company controlled by a significant shareholder of the Company for $25,000.
2022-09-01The company entered into an agreement with a Director of the Company for a term of 12 months.
2022-09-09The company entered into a promissory note with a company controlled by a significant shareholder of the Company for $15,000.
2023-01-26The company executed the renewal option for two additional years of its lease.
2023-03-01The company entered into agreements with a Director and COO of the Company for director services and management services.
2023-05-10The company settled the motor vehicle finance leases for a settlement fee of $2,549.
2023-05-30The company incorporated a wholly-owned subsidiary, taking a controlling interest in Huntpal LLC.
2023-07-17The company issued 303,333 shares of common stock for proceeds of $110,000.
2023-08-16The company extended its Agreement with the Director for a new term of 12 months.
2023-09-01The company amended the Share Purchase and Separation Agreement with the former CEO.
2023-09-19The company repurchased and cancelled 2,035,000 shares of common stock.
2024-02-29The company's fiscal year end.
2024-05-28The company acquired a controlling interest in AML Go (Pty) Ltd.
2024-06-13The company acquired the remaining non-controlling interest in Huntpal, increasing its ownership to 100%.
2024-07-22The company issued 200,000 shares of common stock for proceeds of $100,000.
2024-08-31The end of the reporting period for the quarterly report.
2024-10-17The company had 16,128,544 shares outstanding.
2025-01-13The date the report was signed.

Keywords

financial results, revenue, net loss, working capital, equity financing, software development, credit provider industry, going concern, related party transactions, lease liabilities

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