10-Q: Coyni Inc. Reports Reduced Losses in Q3 2024 Amidst Ongoing Restructuring
Quarterly Report
Coyni Inc. reported a net loss of $15,719 for the three months ended September 30, 2024, a decrease from the $38,419 loss in the same period of 2023, as the company continues to seek new investment opportunities.
Summary
- Coyni Inc. reported a net loss of $90,301 for the nine months ended September 30, 2024, compared to a net loss of $325,984 for the same period in 2023.
- The company's operating expenses decreased due to reduced stock compensation and professional fees.
- Coyni has no current operations and is actively seeking investment opportunities.
- The company's cash and cash equivalents remain at $0 as of September 30, 2024.
- A debt forgiveness agreement was approved, waiving debts owed to a former shareholder and the controlling shareholder, RYVYL Inc.
- The company has a working capital deficit of $15,719 as of September 30, 2024.
- There is substantial doubt about the company's ability to continue as a going concern without securing additional financing or achieving profitable operations.
- The company has $9,108,809 in unused net operating losses available for carryforward to future years, expiring through 2037, and $2,221,764 that will carryforward indefinitely.
Sentiment
Score: 4
Explanation: The sentiment is negative due to the company's lack of operations, going concern issues, and material weaknesses in internal controls. However, the reduction in losses and debt forgiveness provide a slight positive offset.
Positives
- The company's net loss has significantly decreased compared to the previous year.
- Operating expenses have been reduced, primarily due to lower stock-based compensation and professional fees.
- The debt forgiveness agreement has eliminated significant liabilities.
- The company has a substantial amount of net operating losses available for carryforward to offset future taxable income.
Negatives
- The company has no current operations and is not generating any revenue.
- The company has a working capital deficit and no cash on hand.
- There is substantial doubt about the company's ability to continue as a going concern.
- The company is dependent on securing additional financing to continue operations.
- The company has material weaknesses in its internal control over financial reporting.
Risks
- The company's ability to continue as a going concern is uncertain due to its inability to generate sufficient cash flows.
- The company is dependent on securing additional financing, which may not be available or may result in substantial dilution of existing stockholders.
- The company's lack of internal control over financial reporting could lead to material misstatements in financial statements.
- The company is involved in ongoing legal proceedings, the outcome of which is uncertain.
- The company's ability to locate compatible business opportunities is not guaranteed.
Future Outlook
The company is actively seeking investment opportunities to sustain operations, but there is no assurance that they will be successful in locating compatible business opportunities or securing adequate capital.
Management Comments
- The company's board of directors is currently seeking investment opportunities.
- Management believes that future funding may be obtained from public or private offerings of equity securities, debt or convertible debt securities, or other sources.
- Management has concluded that the company's disclosure controls and procedures were not effective as of September 30, 2024, due to material weaknesses in internal control over financial reporting.
Industry Context
The company's situation is unique as it is a shell company with no current operations, actively seeking a new business direction. This contrasts with typical companies reporting on ongoing business activities. The company's focus on securing investment and addressing its going concern status is a common challenge for companies undergoing restructuring or seeking new ventures.
Comparison to Industry Standards
- Coyni's financial situation is significantly different from established companies in the technology or broadband sectors, as it has no revenue and is operating as a shell company.
- Companies like AT&T or Verizon, which are established broadband providers, have substantial revenue and operational infrastructure, unlike Coyni.
- The company's negative working capital and lack of cash are not typical for companies with ongoing operations, and are more indicative of a company in distress or undergoing a major restructuring.
- The company's reliance on debt forgiveness and the need for additional capital are not standard for established companies, but are common for startups or companies in turnaround situations.
- The material weaknesses in internal control over financial reporting are a significant concern, as they indicate a lack of proper financial oversight, which is not typical for publicly traded companies.
Legal Proceedings
- The company is involved in ongoing legal proceedings initiated by RYVYL, Inc. against its former Chief Operating Officer, Vanessa Luna, and a counter-suit by Ms. Luna.
- In April 2024, Luna sought to add the Company as a defendant with regard to her claims.
- On October 17, 2024, the parties entered into a confidential settlement agreement, and on October 24, 2024, a stipulated motion to stay all pleadings was filed with the Court.
Related Party Transactions
- The company had due to related parties of $5,638 as of September 30, 2024, mainly the company's expenses that were paid by RYVYL Inc., the controlling shareholder.
- The company's controlling shareholder RYVYL Inc. agreed to waive all the liabilities that the Company owed to them as of June 30, 2024.
Stakeholder Impact
- Shareholders face the risk of losing some or all of their investment if the company is unable to secure adequate capital or achieve profitable operations.
- Employees are impacted by the company's lack of operations and uncertain future.
- Creditors are impacted by the debt forgiveness agreement and the company's financial instability.
- The company's ability to locate compatible business opportunities is not guaranteed.
Next Steps
- The company will continue to seek investment opportunities.
- The company will consider alternatives to address its cash flow situation, including raising capital and reducing operating expenses.
- The company intends to vigorously defend against all claims asserted by Luna in the ongoing legal proceedings.
Key Dates
| Date | Description |
|---|---|
| 2001-07-23 | Company was originally incorporated as Solis Communications, Inc. |
| 2014-06-30 | Company ceased internet connectivity business operations. |
| 2015-03-19 | Company changed its name to Logicquest Technology, Inc. |
| 2023-02-24 | Board of Directors agreed to issue 98,000,000 shares to Ang Woon Han. |
| 2023-04-07 | RYVYL, Inc. became the major and controlling shareholder of the Company. |
| 2023-04-12 | Debt Forgiveness Agreement entered with former shareholder Mr. Ang Woon Han. |
| 2023-06-08 | Company entered a merger agreement with Coyni, Inc. (old Coyni), which was later rescinded. |
| 2023-06-23 | Company changed its name to Coyni, Inc. |
| 2023-12-06 | Company filed a Termination of Merger with the Nevada Secretary of State. |
| 2024-02 | Termination of merger was rejected by NV Secretary of State. |
| 2024-04 | Luna sought to add the Company as a defendant in legal proceedings. |
| 2024-08-14 | Company's Board of Director approved a Debt Forgiveness Agreement. |
| 2024-09-30 | End of the reporting period for the quarterly report. |
| 2024-10-17 | Parties entered into a confidential settlement agreement. |
| 2024-10-24 | A stipulated motion to stay all pleadings was filed with the Court. |
| 2024-11-18 | The registrant had outstanding 101,301,968 shares of Common Stock. |
| 2024-11-19 | Date of the report. |
Keywords
financial results, net loss, operating expenses, debt forgiveness, going concern, internal control, legal proceedings, investment opportunities, working capital, net operating losses
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