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10-Q: UPAY Inc. Reports Increased Revenue but Widening Net Loss in Q3 2023

Sentiment:

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UPAY Inc. saw a revenue increase in the third quarter of 2023, but also experienced a significant rise in net loss due to increased expenses.

Capital raiseThe company intends to fund operations through equity financing arrangements.There is no assurance that this will be successful.
Worse than expectedThe company's net loss significantly increased compared to the same period last year, indicating worse than expected financial performance.

Summary

  • UPAY Inc. reported a revenue increase of $39,015 for the three months ended November 30, 2023, compared to the same period in 2022, primarily due to growth in South African operations.
  • The company's net loss for the three months ended November 30, 2023, was $302,077, a significant increase from the net profit of $1,092 in the same period of 2022.
  • This increase in net loss is mainly attributed to a substantial rise in general and administrative expenses, including common stock issued for services.
  • For the nine months ended November 30, 2023, revenue increased by $39,009 compared to the same period in 2022, again driven by increased transactional volume in South Africa.
  • The net loss for the nine months ended November 30, 2023, was $508,915, a considerable increase from the $73,173 net loss in the same period of 2022.
  • Total expenses for the nine months ended November 30, 2023, were $1,067,008, up from $654,949 in 2022, primarily due to an increase in common stock issued for services.
  • The company had negative working capital of $110,083 as of November 30, 2023, an improvement from the negative working capital of $387,233 at the end of the previous fiscal year.
  • Net cash used in operating activities decreased to $40,963 for the nine months ended November 30, 2023, compared to $540,274 in the same period of 2022.
  • Net cash provided by financing activities increased to $185,486 for the nine months ended November 30, 2023, compared to $31,177 in the same period of 2022.

Sentiment

Score: 4

Explanation: The document shows a mixed picture with revenue growth but a significant increase in net loss and expenses. The company's reliance on equity financing and related party loans, along with ineffective disclosure controls, contribute to a negative sentiment.

Positives

  • The company experienced revenue growth in both the three and nine-month periods ending November 30, 2023, driven by increased transactional volume in South Africa.
  • The company's negative working capital improved by $277,150 compared to the previous fiscal year end.
  • Net cash used in operating activities decreased by $581,237 for the nine months ended November 30, 2023, compared to the same period in 2022.
  • Net cash provided by financing activities increased by $154,309 for the nine months ended November 30, 2023, compared to the same period in 2022.

Negatives

  • The company's net loss significantly increased in both the three and nine-month periods ending November 30, 2023.
  • Total expenses increased substantially, primarily due to common stock issued for services.
  • The company continues to operate with negative working capital.
  • The company's disclosure controls and procedures were deemed not effective due to insufficient segregation of duties and the lack of an audit committee.

Risks

  • The company's results are vulnerable to economic conditions.
  • The company's ability to raise adequate working capital is uncertain.
  • The company faces the risk of losing customers or experiencing sales weakness.
  • The company may not achieve desired sales levels or other operating results.
  • The company may face difficulties in securing funds for expansion purposes.
  • The company is exposed to operational inefficiencies.
  • Further outbreaks of Covid-19 may negatively impact the business.
  • The company faces increased competitive pressures from existing competitors and new entrants.
  • The company's system may not be adaptable to other countries besides South Africa.
  • The company may not develop interest in its software system in other countries it plans to expand into.
  • The level of activity of credit facilities and their need for the company's software is uncertain.

Future Outlook

The company intends to fund operations through equity financing arrangements, but there is no assurance that this will be successful. The company's future financial condition and results of operations are subject to change and inherent risks and uncertainties.

Management Comments

  • Management believes that the expectations reflected in any of our forward-looking statements are reasonable, but actual results could differ materially from those projected or assumed.
  • Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
  • Management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Industry Context

UPAY Inc. operates in the software development and licensing sector, providing services to the credit provider industry, primarily in South Africa. The company's performance is influenced by the activity of credit facilities and their need for software solutions. The company also faces competition from existing competitors and new entrants in the market.

Comparison to Industry Standards

  • It is difficult to provide a direct comparison to industry standards without specific data on comparable companies in the South African credit provider software market.
  • However, the increase in revenue suggests growth in the company's core market, while the significant increase in net loss and expenses indicates potential challenges in cost management and operational efficiency.
  • The company's reliance on equity financing and the lack of an audit committee are not typical for established companies and may raise concerns about financial stability and corporate governance.
  • The company's negative working capital and reliance on related party loans are also areas of concern when compared to industry standards for financial health.
  • Companies like DVT and BBD are South African software development companies that may be considered comparible, however they are not directly in the same market segment.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Former CEOFormer CEONA2023-09-19Share repurchase and separation agreement

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Internal ControlsThe company's disclosure controls and procedures were deemed not effective due to insufficient segregation of duties and the lack of an audit committee.2023-11-30This indicates a material weakness in internal controls and could lead to unreliable financial reporting.

Legal Proceedings

  • The company is not aware of any material pending legal proceedings.

Related Party Transactions

  • The company has several promissory notes with related parties, including the CEO and directors.
  • The company incurred salary expenses to the CEO and directors fees to a Director of the Company.
  • The company incurred management fees and directors fees to the Chief Operating Officer (COO) and Director of the Company.
  • The company recognized stock-based compensation to the COO and a company controlled by a Director of the Company.

Stakeholder Impact

  • Shareholders may be concerned about the increased net loss and the company's reliance on equity financing.
  • Employees may be affected by the company's financial instability and potential restructuring.
  • Customers may be impacted by any changes in the company's operations or service offerings.
  • Suppliers and creditors may be concerned about the company's ability to meet its financial obligations.

Next Steps

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

Key Dates

DateDescription
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.
2018-05-23The Company commenced the leasing of two motor vehicles.
2018-10-10The Company commenced the leasing of two motor vehicles.
2019-03-01The Company adopted FASB ASC Topic 842, Leases.
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.
2020-06-10The Company purchased 20,000,000 shares of Miway Finance Inc.
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 Director 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 former CEO of the Company and the Company entered into a Share Purchase and Separation Agreement.
2022-02-11The Company entered into a promissory note with the CEO of the Company for $20,000.
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 Director of the Company for $25,000.
2022-05-31The Company's ownership interest in Miway decreased to 48.32%.
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 Director of the Company for $15,000.
2022-11-14The Company settled one of the motor vehicle finance leases.
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.
2023-05-10The Company settled the second motor vehicle finance leases.
2023-05-30The Company incorporated a wholly-owned subsidiary, taking a controlling interest in Huntpal LLC.
2023-05-31The Company entered into a promissory note with a company controlled by a Director of the Company for $4,000.
2023-07-17The Company issued 200,000 shares of common stock to the COO of the Company and 20,000 shares to an arms length party.
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 2,035,000 shares of common stock from the former CEO of the Company.
2023-11-30End of the quarterly period.
2024-01-22The Company has 15,508,544 common shares outstanding.

Keywords

revenue, net loss, expenses, working capital, cash flow, South Africa, software, financial results, common stock, disclosure controls

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