10-Q/A: UPAY, Inc. Amends Quarterly Report to Clarify CEO Certification

UPAY, Inc. filed an amendment to its Quarterly Report on Form 10-Q for the period ended May 31, 2025, solely to correct the signatory of Exhibit 31.1 to reflect the current Principal Executive Officer and Chief Executive Officer, Jaco C. Folscher.

Summary

• UPAY, Inc. filed an Amended Form 10-Q for the quarter ended May 31, 2025.
• The amendment's sole purpose is to correct Exhibit 31.1, which mistakenly indicated that the certification was signed by a former officer.
• The amendment clarifies that the certification is signed by the current Principal Executive Officer and Chief Executive Officer, Jaco C. Folscher.
• As of July 14, 2025, the Company has 16,595,211 shares outstanding.
• The report includes certifications from Jaco C. Folscher, as both Principal Executive Officer/Chief Executive Officer and Chief Financial Officer/Chief Accounting Officer, affirming the accuracy of the financial information and the effectiveness of disclosure controls and internal controls over financial reporting.

Sentiment

Score: 6

Explanation: The filing is an administrative amendment to correct a minor error in a previous filing, indicating attention to compliance and accurate reporting, which is a neutral to slightly positive signal for corporate governance.

Positives

• Correction of a compliance detail ensuring accurate reporting of the certifying officer.
• Confirmation by the current Principal Executive Officer and Chief Financial Officer, Jaco C. Folscher, regarding the accuracy of the financial statements and effectiveness of disclosure controls and internal controls over financial reporting.

Negatives

• The need for an amendment indicates an initial administrative error in the original filing regarding the signatory of a key certification.

Risks

• The filing itself does not introduce new risks; however, the certifications acknowledge the responsibility to disclose any significant deficiencies or material weaknesses in internal controls over financial reporting, or any fraud involving management or employees.

Future Outlook

NA

Management Comments

• Jaco C. Folscher, as Principal Executive Officer and Chief Executive Officer, certified that the report does not contain any untrue statement of a material fact or omit material facts, and that the financial statements fairly present the company's financial condition, results of operations, and cash flows.
• Jaco C. Folscher also certified responsibility for establishing and maintaining disclosure controls and procedures, and internal control over financial reporting, ensuring material information is known and providing reasonable assurance regarding financial reporting reliability.
• Management disclosed that they have evaluated the effectiveness of disclosure controls and procedures and presented conclusions in the report.
• Management disclosed any changes in internal control over financial reporting that materially affected or are reasonably likely to materially affect internal control over financial reporting.
• Management disclosed to auditors and the audit committee any significant deficiencies, material weaknesses in internal controls, or any fraud involving management or employees.

Industry Context

NA

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Provides clarity and assurance regarding the accuracy of compliance filings and the identity of the certifying officers.
• Regulatory Authorities: Demonstrates adherence to SEC reporting standards by correcting an administrative error.

Key Dates

Recommendation

The filing is an administrative amendment to correct a signatory error in a previous quarterly report. It does not contain any new financial results, strategic updates, or material operational information that would warrant a change in investment recommendation. The correction itself is a routine compliance matter.

Keywords

UPAY Inc., 10-Q/A, SEC filing, Quarterly Report Amendment, Corporate Governance, Sarbanes-Oxley, SOX Certification, Financial Reporting, Disclosure Controls, Internal Controls, Jaco C. Folscher