UPYY / UPAY, Inc. - Документы SEC, Годовой отчет, Доверенное заявление

ЮПАЙ, ООО
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Основная статистика
CIK 1677897
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to UPAY, Inc.
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
July 24, 2025 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/Amendment Number 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/Amendment Number 1 x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31 , 2025 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . 333-212447 Commission File Number

July 22, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31 , 2025 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . 333-212447 Commission File Number UPAY, Inc. (Exact n

July 16, 2025 NT 10-Q

PART I — REGISTRANT INFORMATION

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: May 31, 2025 ¨ Transition Report

June 2, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the annual period endedFebruary 28, 2025  TRANSITION REPORT PURSUANT TO SECT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the annual period endedFebruary 28, 2025 or  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 333-212447 UPAY, Inc. (Exact name

January 14, 2025 CORRESP

UPAY, INC., 3010 LBJ Freeway, 12 Floor Dallas, Texas 75234

UPAY, INC., 3010 LBJ Freeway, 12 Floor Dallas, Texas 75234 January 14, 2025 FILED AS CORRESPONDENCE ON EDGAR Securities and Exchange Commission Division of Corporation Finance Washington, D.C. Attn: Mellisa Kindelan Re: UPAY, Inc. (the “Company”), Form 10-K for the Fiscal Year ended February 29, 2024; Forms 10-Q; (File Number 000-55747)) Dear Sir or Madam: Please be advised that in response to the

January 13, 2025 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2024 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . 333-212447 Commission File Number UPAY, Inc. (Exa

January 13, 2025 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31 , 2024 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . 333-212447 Commission File Number UPAY, Inc. (Exact

January 13, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2024 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 333-212447 UPAY, Inc. (Exact

January 13, 2025 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the annual period ended February 28, 2024  TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the annual period ended February 28, 2024 or  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 333-212447 UPAY, Inc. (Exact n

October 17, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2024 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . 333-212447 Commission File Number UPAY, Inc. (Exact

October 15, 2024 NT 10-Q

PART I — REGISTRANT INFORMATION

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: August 31, 2024 ¨ Transition Repo

July 15, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31 , 2024 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . 333-212447 Commission File Number UPAY, Inc. (Exact n

July 2, 2024 EX-99.1

UPAY Inc. Launches Huntpal's New US Website to Revolutionize Hunting Experiences for US Hunters

FOR IMMEDIATE RELEASE UPAY Inc. Launches Huntpal's New US Website to Revolutionize Hunting Experiences for US Hunters Dallas, Texas - July 2, 2024 - UPAY Inc. ("UPAY" or the "Company") (OTCQB: UPYY), a leader in the fintech sector, is excited to announce the launch of Huntpal’s new website, www.huntpal.net. Huntpal, a wholly owned subsidiary of UPAY Inc., is set to revolutionize the hunting experi

July 2, 2024 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 2, 2024 UPAY, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada (State or Other Jurisdiction of Incorporation) 000-55747 37-1793622 (Commission File Number) (IRS

June 20, 2024 EX-99.1

UPAY Inc. Strengthens Portfolio with AML GO (Pty) Ltd Acquisition

Exhibit 99.1 FOR IMMEDIATE RELEASE UPAY Inc. Strengthens Portfolio with AML GO (Pty) Ltd Acquisition Dallas, Texas - June 20, 2024 - UPAY Inc. ("UPAY" or the "Company") (OTCQB: UPYY), a leading fintech corporation, has acquired a controlling stake in AML GO (Pty) Ltd ("AML GO"), a prominent Anti-Money Laundering company based in South Africa. Following negotiations, UPAY signed a Shareholders Agre

June 20, 2024 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8- K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2024 UPAY, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada (State or Other Jurisdiction of Incorporation) 000-55747 37-1793622 (Commission File Number) (I

June 11, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the annual period ended February 28, 2024  TRANSITION REPORT PURSUANT TO SEC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the annual period ended February 28, 2024 or  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 333-212447 UPAY, Inc. (Exact nam

June 5, 2024 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8- K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2024 UPAY, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada (State or Other Jurisdiction of Incorporation) 000-55747 37-1793622 (Commission File Number) (IR

June 5, 2024 EX-99.1

UPAY Inc. Acquires Full Ownership of Huntpal LLC, Expanding Its Portfolio and Market Reach

Exhibit 99.1 FOR IMMEDIATE RELEASE UPAY Inc. Acquires Full Ownership of Huntpal LLC, Expanding Its Portfolio and Market Reach Dallas, Texas - June 5, 2024 - UPAY Inc. ("UPAY" or the "Company") (OTCQB: UPYY), a leading corporation in the fintech sector, is pleased to announce that it has successfully negotiated with the shareholders of Huntpal LLC (“Huntpal”) to acquire full ownership of the compan

May 29, 2024 NT 10-K

PART I — REGISTRANT INFORMATION

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: February 29, 2024 ¨ Transition Re

May 15, 2024 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8- K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2024 UPAY, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada (State or Other Jurisdiction of Incorporation) 000- 55747 37- 1793622 (Commission File Number) (

May 15, 2024 EX-99.1

UPAY Inc. Announces Launch of Huntpal LLC's New US Website

Exhibit 99.1 FOR IMMEDIATE RELEASE UPAY Inc. Announces Launch of Huntpal LLC's New US Website Dallas, Texas - May 15, 2024 - UPAY Inc. ("UPAY" or the "Company") (OTCQB: UPYY), a leading corporation in the fintech sector, is delighted to unveil the launch of Huntpal LLC's new website at www.huntpal.net catering specifically to the US market. Huntpal LLC, who offers all-inclusive bucket-list hunting

January 22, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2023 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 333-212447 UPAY, Inc. (Exact

January 17, 2024 SC 13G

UPYY / UPAY, Inc. / Emerging Markets Consulting LLC - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 UPAY, Inc.

January 16, 2024 NT 10-Q

PART I — REGISTRANT INFORMATION

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: November 30, 2023 ¨ Transition Re

October 10, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2023 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 333-212447 UPAY, Inc. (Exact na

October 3, 2023 EX-99.1

UPAY Inc. and Huntpal LLC. agree to a Memorandum of Understanding and Joint Veture Agreement.

Exhibit 99.1 FOR IMMEDIATE RELEASE UPAY Inc. and Huntpal LLC. agree to a Memorandum of Understanding and Joint Veture Agreement. Dallas, Texas 10/3/2023 – (GLOBE NEWSWIRE) - UPAY Inc. (“UPAY” or the “Corporation” or the “Company”) (OTCQB: UPYY). UPAY Inc., a leading corporation in the fintech sector, is pleased to announce its involvement and future plans in connection with Huntpal LLC. pursuant a

October 3, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 3, 2023 UPAY, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 3, 2023 UPAY, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada (State or Other Jurisdiction of Incorporation) 000- 55747 37- 1793622 (Commission File Number)

September 19, 2023 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8- K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 19 2023 UPAY, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada (State or Other Jurisdiction of Incorporation) 000- 55747 37- 1793622 (Commission File Numb

September 19, 2023 EX-99.1

UPAY Inc. Announces Successful Share Buyback from Former Director and CEO, Wouter A Fouche

Exhibit 99.1 FOR IMMEDIATE RELEASE UPAY Inc. Announces Successful Share Buyback from Former Director and CEO, Wouter A Fouche Dallas, Texas 9/19/2023 – (GLOBE NEWSWIRE) - UPAY Inc. (“UPAY” or the “Corporation” or the “Company”) (OTCQB: UPYY) UPAY Inc., a leading player in the fintech industry, is pleased to announce the successful conclusion of negotiations to repurchase all the remaining shares f

July 19, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2023 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 333-212447 UPAY, Inc. (Exact na

June 26, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the annual period ended February 28, 2023 o TRANSITION REPORT PURSUANT TO SEC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the annual period ended February 28, 2023 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 333-212447 UPAY, Inc. (Exact nam

May 30, 2023 NT 10-K

PART I — REGISTRANT INFORMATION

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): [X] Form 10-K [] Form 20-F [] Form 11-K [] Form 10-Q [] Form 10-D [] Form N-SAR [] Form N-CSR For Period Ended: February 28, 2023 [] Tran

March 2, 2023 EX-10.3

Subscription Agreement

Exhibit 10.3 SUBSCRIPTION AGREEMENT THE COMMON STOCK SHARES OF UPAY, INC., A NEVADA CORPORATION, ARE BEING OFFERED HEREBY. IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY.

March 2, 2023 EX-10.2

Officer Agreement

Exhibit 10.2 OFFICER AGREEMENT THIS AGREEMENT is made and entered into effective as of March 2, 2023 (the "Effective Date"), by and between UPAY, Inc., a Nevada corporation (the "Company") and Randall F Greene ("Officer"). 1. Term. This Agreement shall continue for a period of 12 months from the Effective Date, which is March 1, 2023, through February 29, 2024. The Parties may negotiate an extensi

March 2, 2023 EX-10.1

Director Agreement

Exhibit 10.1 DIRECTOR AGREEMENT THIS AGREEMENT is made and entered into effective as of March 2, 2023 (the “Effective Date”), by and between UPAY, Inc., a Nevada corporation (the Company”) and Randall F Greene (“Director”). 1. Term. This Agreement shall continue for a period of 12 months from the Effective Date, which is March 2, 2023, through February 29, 2024. The Parties may negotiate an extens

March 2, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8- K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2023 UPAY, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8- K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2023 UPAY, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada (State or Other Jurisdiction of Incorporation) 000- 55747 37- 1793622 (Commission File Number)

January 20, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2022 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number UPAY, Inc. (Exact name of

January 17, 2023 NT 10-Q

PART I — REGISTRANT INFORMATION

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): [] Form 10-K [] Form 20-F [] Form 11-K [X] Form 10-Q [] Form 10-D [] Form N-SAR [] Form N-CSR For Period Ended: November 30, 2022 [] Tran

November 4, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2022 UPAY, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada (State or Other Jurisdiction of Incorporation) 000-55747 37-1793622 (Commission File Number)

October 18, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2022 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number UPAY, Inc. (Exact name of small

September 6, 2022 EX-10.1

Director Agreement of Pieter A. Swanepoel

Exhibit 10.1 DIRECTOR AGREEMENT OF PIETER A. SWANEPOEL THIS AGREEMENT is made and entered into effective as of September 1, 2022 (the ?Effective Date?), by and between UPAY, Inc., a Nevada corporation (the ?Company?) and Pieter A Swanepoel (?Director?). 1. Term. This Agreement shall be for a term of 12 months from the Effective Date, which is September 1, 2022, through August 31, 2023. The Parties

September 6, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 1, 2022 UPAY, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada (State or Other Jurisdiction of Incorporation) 000-55747 37-1793622 (Commission File Number)

July 28, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2022 o TRANSITION REPORT PURSUANT TO SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2022 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 333-212447 UPAY, Inc. (Exact na

July 13, 2022 SC 13G

Upay

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 UPAY, Inc.

June 16, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the annual period ended February 28, 2022 o TRANSITION REPORT PURSUANT TO SEC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the annual period ended February 28, 2022 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 333-212447 UPAY, Inc. (Exact nam

May 27, 2022 NT 10-K

PART I — REGISTRANT INFORMATION

NT 10-K 1 e22330upay-nt10k.htm OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): [X] Form 10-K [] Form 20-F [] Form 11-K [] Form 10-Q [] Form 10-D [] Form N-SAR [] Form N-CSR For Period E

April 21, 2022 SC 13G

UPYY / UPAY INC / Emerging Markets Consulting LLC - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 UPAY, Inc.

February 7, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 3, 2022 UPAY, INC. (Exact Name of Registrant as Specified in Its Charter) Florida (State or Other Jurisdiction of Incorporation) 000-55747 37-1793622 (Commission File Number)

February 7, 2022 EX-10.1

Share Purchase and Separation Agreement dated February 3, 2022

SHARE PURCHASE AND SEPARATION AGREEMENT This Share Purchase and Separation Agreement ("the Agreement"), is made and entered into by and between Wouter Andries Fouche, residing at 14421 Chino Dr, Haslet, Texas, 76052, USA ("the Seller") acting on behalf of himself, and UPAY Inc acting on behalf of itself and its affiliates, subsidiaries, and related companies, including, without limitation, Rent Pay (PTY) Ltd.

January 10, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2021 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 333-212447 UPAY, Inc. (Exa

November 2, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2021 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. Commission File Number UPAY, Inc. (Exact name of sma

October 13, 2021 EX-10.2

Director Agreement dated October 11, 2021

Exhibit 10.2 DIRECTOR AGREEMENT THIS AGREEMENT is made and entered into effective as of October 11, 2021 (the ?Effective Date?), by and between UPAY, Inc., a Nevada corporation (the ?Company?) and James Byrd (?Director?). 1. Term. This Agreement shall continue for a period of 12 months from the Effective Date, which is October 11, 2021, through October 11, 2022. The Parties may negotiate an extens

October 13, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2021 UPAY, INC. (Exact Name of Registrant as Specified in Its Charter) Florida (State or Other Jurisdiction of Incorporation) 000-55747 37-1793622 (Commission File Number)

September 8, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2021 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 333-212447 UPAY, Inc. (Exact na

June 23, 2021 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the annual period ended February 28, 2021 o TRANSITION REPORT PURSUANT TO SEC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the annual period ended February 28, 2021 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 333-212447 UPAY, Inc. (Exact nam

June 2, 2021 NT 10-K

PART I — REGISTRANT INFORMATION

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: October 31, 2018 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): [X] Form 10-K [] Form 20-F [] Form 11-K [] Form 10-Q [] Form 10-D [] Form N-SAR [] Form N-CSR [] Form N-CEN For Period Ended: February

January 14, 2021 10-Q

Quarterly Report -

10-Q 1 e21014upay-10q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2020 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number

November 3, 2020 10-Q

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2020 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number UPAY, Inc. (Exact name of sm

October 15, 2020 NT 10-Q

-

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: October 31, 2018 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): [] Form 10-K [] Form 20-F [] Form 11-K [X] Form 10-Q [] Form 10-D [] Form N-SAR [] Form N-CSR [] Form N-CEN For Period Ended: August 31

July 17, 2020 10-Q

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2020 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number UPAY, Inc. (Exact name of small

July 13, 2020 10-K/A

Annual Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the annual period ended February 29, 2020 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 333-212447 UPAY, Inc. (Exact n

July 8, 2020 10-K

Annual Report -

10-K 1 e20425upay-10k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the annual period ended February 29, 2020 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 333-21

May 29, 2020 8-K

Other Events

8-K 1 e20350upay-8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 29, 2020 UPAY, INC. (Exact Name of Registrant as Specified in Its Charter) Florida (State or Other Jurisdiction of Incorporation) 000-55747 37-1793622

January 16, 2020 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2019 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number UPAY, Inc. (Exact name of

January 15, 2020 NT 10-Q

PART I — REGISTRANT INFORMATION

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: October 31, 2018 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): [] Form 10-K [] Form 20-F [] Form 11-K [X] Form 10-Q [] Form 10-D [] Form N-SAR [] Form N-CSR [] Form N-CEN For Period Ended: November

November 19, 2019 8-A12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 UPAY, Inc. (Exact Name of Registrant as Specifi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 UPAY, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 37-1793622 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 3010 LBJ Freeway, 12th Floor Dallas

November 15, 2019 CORRESP

November 15, 2019

November 15, 2019 CORRESPONDENCE FILED ON EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street N.

November 8, 2019 POS AM

As filed with the Securities and Exchange Commission on November 8, 2019

POS AM 1 e19485upay-posam.htm As filed with the Securities and Exchange Commission on November 8, 2019 Registration No. 333-212447 (Amendment No. 5) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UPAY, Inc. (Exact name of Registrant as specified in its charter) Nevada 6199 37

November 8, 2019 RW WD

UPAY, INC. 3010 LBJ Freeway 12th Floor Dallas, Texas 75234 (972) 888-6052

UPAY, INC. 3010 LBJ Freeway 12th Floor Dallas, Texas 75234 (972) 888-6052 November 8, 2019 FILED AS CORRESPONDENCE VIA EDGAR Securities and Exchange Commission 100 F Street, N. W. Washington, D.C. 20549 Re: UPAY, Inc. Registration Statement on Form S-1, Registration No. 333-212447 Ladies and Gentlemen: Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the ?Securities A

November 7, 2019 EX-10.6

Software Services Agreement with Fourier Systems (Pty) Ltd.

SOFTWARE SERVICES AGREEMENT This Software Services Agreement (the “Agreement”) is entered into effective as of the 18th day of January 2016 (the “Effective Date”), by and between UPAY, Inc.

November 7, 2019 EX-3.5

EX-3.5

EX-3.5 3 e19477ex3-5.htm BYLAWS OF UPAY A Nevada Corporation As of July 8, 2015 ARTICLE I Meetings of Stockholders Section 1.1 Time and Place. Any meeting of the stockholders may be held at such time and such place, either within or without the State of Nevada, as shall be designated from time to time by resolution of the board of directors or as shall be stated in a duly authorized notice of the

November 7, 2019 EX-10.8

Website/Software Services Agreement – Twin Harbor Web Solutions

EX-10.8 9 e19477ex10-8.htm ASSET PURCHASE AGREEMENT dated as of 16 April 2018 between UPAY INC. and TWIN HARBOR WEB SOLUTIONS INCORPORATED. This ASSET PURCHASE AGREEMENT (“Agreement”), dated 16 April 2018 (“Effective Date”), is between UPAY INC. (the “Purchaser” or “UPAY”), a Nevada corporation, and Twin Harbor Web Solutions Incorporated, a New York corporation (the “Seller”). The Purchaser and th

November 7, 2019 S-1

As filed with the Securities and Exchange Commission on November 7, 2019. Registration No. __________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UPAY, Inc.

S-1 1 e19477upay-s1.htm As filed with the Securities and Exchange Commission on November 7, 2019. Registration No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UPAY, Inc. (Exact name of Registrant as specified in its charter) Nevada 6199 37-1793622 State or other jurisdiction Primary Standard Industrial (I.

November 7, 2019 EX-10.10

Dribble Out Agreement with Ferdinand Laburschagne

EX-10.10 11 e19477ex10-10.htm Exhibit A DRIBBLE OUT AGREEMENT This DRIBBLE OUT AGREEMENT (the “Agreement”), effective as of June 3, 2016 (the “Effective Date”) between UPAY, Inc., a Nevada corporation (the “Company”), and Ferdinand Labuschagne, a South African resident who is designated as a Consultant in the Consulting Agreement (the “Consulting Agreement”), of which this Agreement is Exhibit A t

November 7, 2019 EX-10.7

Dribble Out Agreement with Fourier Systems (Pty) Ltd.

Exhibit A DRIBBLE OUT AGREEMENT This AGREEMENT (the ?Agreement?), effective as of 16/05, 2016 (the ?Effective Date?) by UPAY, Inc.

November 7, 2019 RW

UPAY, INC. 3010 LBJ Freeway 12th Floor Dallas, Texas 75234 (972) 888-6052

UPAY, INC. 3010 LBJ Freeway 12th Floor Dallas, Texas 75234 (972) 888-6052 November 7, 2019 FILED AS CORRESPONDENCE VIA EDGAR Securities and Exchange Commission 100 F Street, N. W. Washington, D.C. 20549 Re: UPAY, Inc. Registration Statement on Form S-1, Registration No. 333-212447 Ladies and Gentlemen: Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the ?Securities A

November 7, 2019 EX-4

Form of Subscription Agreement

SUBSCRIPTION AGREEMENT THE COMMON STOCK SHARES OF UPAY, INC., A NEVADA CORPORATION, ARE BEING OFFERED HEREBY. IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE,

November 7, 2019 EX-10.1

Share Exchange Agreement with Rent Pay (Pty) Ltd

SHARE EXCHANGE AGREEMENT SHARE EXCHANGE AGREEMENT, dated as of November 4, 2015 (this “Agreement”) by RentPay (Pty), Ltd, a South African company (“RentPay”), the stockholders of RentPay set forth on Schedule I hereto (the “RentPay Shareholders”), and UPAY, a Nevada corporation (“UPAY”).

November 7, 2019 EX-10.9

Consulting Agreement with Ferndinand Laburschagne

CONSULTING AGREEMENT This Consulting Agreement (?Agreement?) is made this third day of June 2016 (the ?Effective Date?), by and between UPAY, Inc.

November 7, 2019 EX-3.1

Articles of Incorporation and Amendment

Barbara K. Cegavske Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov Articles of Incorporation (Pursuant to NRS Chapter 78) Filed in the office of Barbara K. Cegavski Document Number 20150314745-82 Filing Date and Time 07/08/2015 10:35 AM Entity Number E0332432015-3 1. Name of Corporateion: UPAY 2. Registered Agent for Service of Proce

November 1, 2019 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2019 o TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2019 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number UPAY, Inc. (Exact name of sm

October 31, 2019 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* UPAY, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) (CUSIP Number) Emerging Markets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* UPAY, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 903212108 (CUSIP Number) Emerging Markets Consulting, LLC, 15701 State Road 50, Suite 205, Clermont, Florida 34711 (Name, Address and Telephone Number of Person Authorized to Receive

October 31, 2019 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* UPAY, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) (CUSIP Number) Rainmaker Group C

SC 13G/A 1 sc13g1019a1rainmakerupay.htm AMENDMENT NO. 1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* UPAY, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 903212108 (CUSIP Number) Rainmaker Group Consulting, LLC., 5036 Dr Phillips Blvd, Suite 322, Orlando, FL 32819

October 17, 2019 NT 10-Q

PART I — REGISTRANT INFORMATION

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: October 31, 2018 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): [] Form 10-K [] Form 20-F [] Form 11-K [X] Form 10-Q [] Form 10-D [] Form N-SAR [] Form N-CSR [] Form N-CEN For Period Ended: August 31

July 25, 2019 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2019 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . 333-212447 Commission File Number UPAY, Inc. (Exact na

July 12, 2019 NT 10-Q

PART I — REGISTRANT INFORMATION

NT 10-Q 1 e19350upay-nt10q.htm OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: October 31, 2018 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): [] Form 10-K [] Form 20-F [] Form 11-K [X] Form 10-Q [] Form 10-D [] Form N-SAR [] Form N-CSR [] Form N-

June 14, 2019 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the annual period ended February 28, 2019 o TRANSITION REPORT PURSUANT TO SEC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the annual period ended February 28, 2019 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 333-212447 UPAY, Inc. (Exact nam

May 29, 2019 NT 10-K

PART I — REGISTRANT INFORMATION

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: October 31, 2018 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): [X] Form 10-K [] Form 20-F [] Form 11-K [] Form 10-Q [] Form 10-D [] Form N-SAR [] Form N-CSR [] Form N-CEN For Period Ended: February

January 22, 2019 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 e19031upay-10q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number

January 11, 2019 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2018 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number UPAY, Inc. (Exact name of sm

December 13, 2018 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2018 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number UPAY, Inc. (Exact name of small

November 13, 2018 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the annual period ended February 28, 2018 o TRANSITION REPORT PURSUANT TO SEC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the annual period ended February 28, 2018 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 333-212447 UPAY, Inc. (Exact nam

August 15, 2018 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2017 ¨ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2017 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .. Commission File Number UPAY, Inc. (Exact name of

August 7, 2018 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2017 ¨ TRANSITION REPORT PURSUANT TO

10-Q 1 e18284upay-10q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2017 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number UP

July 30, 2018 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2017 o TRANSITION REPORT PURSUANT TO SE

10-Q 1 e18283upay-10q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2017 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number UPAY, I

July 18, 2018 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the annual period ended February 28, 2017 ☐ TRANSITION REPORT PURSUANT TO SEC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the annual period ended February 28, 2017 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. Commission File Number 333-212447 UPAY, Inc. (Exact name

November 13, 2017 8-K

Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 13, 2017 UPAY, INC. (Exact Name of Registrant as Specified in Its Charter) Florida (State or Other Jurisdiction of Incorporation) 000-55747 37-1793622 (Commission File Number

October 26, 2017 EX-16.1

Letter from Frazier & Deeter LLC to the Securities and Exchange Commission

Exhibit 16.1 October 26, 2017 Securities and Exchange Commission 450 Fifth Street N.W. Washington, DC 20549 We have read the statements of Upay, Inc. pertaining to our firm included under Item 4.01 of Form 8-K dated October 26, 2017 and agree with such statements as they pertain to our firm. Sincerely, /s/ Frazier & Deeter, LLC

October 26, 2017 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 19, 2017 UPAY, INC. (Exact Name of Registrant as Specified in Its Charter) Florida (State or Other Jurisdiction of Incorporation) 000-55747 37-1793622 (Commission File Number)

June 1, 2017 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: December 31, 2016 ? Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report o

April 24, 2017 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendmen

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. )* UPAY, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 903212108 (CUSIP Number) 4/1/2017 (Date of Event Which Requires Filin

February 3, 2017 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2016 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. Commission File Number UPAY, Inc. (Exact name of s

February 1, 2017 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendmen

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. )* UPAY, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 903212108 (CUSIP Number) 02/01/2017 (Date of Event Which Requires Fil

January 31, 2017 8-A12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 UPAY, Inc. (Exact Name of Registrant as Specifi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 UPAY, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 37-1793622 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 3010 LBJ Freeway, 12th Floor Dallas

December 5, 2016 CORRESP

UPAY, INC. 3010 LBJ Freeway, 12th Floor Dallas, Texas 75234 (972) 888-6052

UPAY, INC. 3010 LBJ Freeway, 12th Floor Dallas, Texas 75234 (972) 888-6052 December 5, 2016 CORRESPONDENCE FILED ON EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Mail Stop 4561 Attn: Barbara C. Jacobs, Assistant Director Re: UPAY, Inc. (referred to herein as ?we?, ?our? or ?us or UPAY) Registration Statement filed on Form S-1; Ame

November 23, 2016 CORRESP

UPAY, INC. 3010 LBJ Freeway, 12th Floor Dallas, Texas 75234 (228) 231-1187

UPAY, INC. 3010 LBJ Freeway, 12th Floor Dallas, Texas 75234 (228) 231-1187 Filed as Correspondence on Edgar United States Securities and Exchange Commission Washington, D.C. Attn: Katherine Wray, Attorney-Adviser (Office of Information Technologies and Services) Gabriel Eckstein, Attorney-Adviser November 23, 2016 Re: UPAY, Inc. (referred to herein as ?we?, ?our? or ?us or UPAY, Inc.) Registration

November 23, 2016 S-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 AMENDMENT NUMBER 5 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UPAY, Inc. (Exact name of Registrant as specified in its charter)

S-1/A 1 v453709s1a.htm S-1/A As filed with the Securities and Exchange Commission on November 23, 2016 Registration No. 333-212447 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 AMENDMENT NUMBER 5 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UPAY, Inc. (Exact name of Registrant as specified in its charter) Nevada 6199 37-1793622 State or other jurisdict

November 9, 2016 CORRESP

UPAY, INC. 3010 LBJ Freeway, 12th Floor Dallas, Texas 75234 (228) 231-1187

UPAY, INC. 3010 LBJ Freeway, 12th Floor Dallas, Texas 75234 (228) 231-1187 Filed as Correspondence on Edgar United States Securities and Exchange Commission Washington, D.C. Attn: Katherine Wray, Attorney-Adviser (Office of Information Technologies and Services) Gabriel Eckstein, Attorney-Adviser November 9, 2016 Re: UPAY, Inc. (referred to herein as “we”, “our” or “us or UPAY, Inc.) Registration

November 9, 2016 S-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 AMENDMENT NUMBER 4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UPAY, Inc. (Exact name of Registrant as specified in its charter)

S-1/A 1 v451483s1a.htm S-1/A As filed with the Securities and Exchange Commission on November 9, 2016 Registration No. 333-212447 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 AMENDMENT NUMBER 4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UPAY, Inc. (Exact name of Registrant as specified in its charter) Nevada 6199 37-1793622 State or other jurisdicti

October 12, 2016 CORRESP

UPAY, INC. 3010 LBJ Freeway, 12th Floor Dallas, Texas 75234 (228) 231-1187

UPAY, INC. 3010 LBJ Freeway, 12th Floor Dallas, Texas 75234 (228) 231-1187 Filed as Correspondence on Edgar United States Securities and Exchange Commission Washington, D.C. Attn: Katherine Wray, Attorney-Adviser (Office of Information Technologies and Services) Gabriel Eckstein, Attorney-Adviser October 12, 2016 Re: UPAY, Inc. (referred to herein as ?we?, ?our? or ?us or UPAY, Inc.) Registration

October 12, 2016 S-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 AMENDMENT NUMBER 3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UPAY, Inc. (Exact name of Registrant as specified in its charter)

S-1/A 1 v450433s1a.htm S-1/A As filed with the Securities and Exchange Commission on October 12, 2016 Registration No. 333-212447 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 AMENDMENT NUMBER 3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UPAY, Inc. (Exact name of Registrant as specified in its charter) Nevada 6199 37-1793622 State or other jurisdicti

October 7, 2016 CORRESP

UPAY, INC. 3010 LBJ Freeway, 12th Floor Dallas, Texas 75234 (228) 231-1187

UPAY, INC. 3010 LBJ Freeway, 12th Floor Dallas, Texas 75234 (228) 231-1187 Filed as Correspondence on Edgar United States Securities and Exchange Commission Washington, D.C. Attn: Katherine Wray, Attorney-Adviser (Office of Information Technologies and Services) Gabriel Eckstein, Attorney-Adviser October 7, 2016 Re: UPAY, Inc. (referred to herein as “we”, “our” or “us or UPAY, Inc.) Registration S

October 7, 2016 S-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 AMENDMENT NUMBER 2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UPAY, Inc. (Exact name of Registrant as specified in its charter)

S-1/A 1 v449981s1a.htm S-1/A As filed with the Securities and Exchange Commission on October 7, 2016 Registration No. 333-212447 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 AMENDMENT NUMBER 2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UPAY, Inc. (Exact name of Registrant as specified in its charter) Nevada 6199 37-1793622 State or other jurisdictio

August 9, 2016 EX-3.1

EX-3.1

EX-3.1 2 v446344ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 ATTACHMENT TO ARTICLES OF INCORPORATION OF UPAY 3a. (a) The total number of shares of stock which the Corporation shall have authority to issue is One Hundred and Ten Million (110,000,000) which shall consist of (i) One Hundred Million (100,000,000) shares of common stock, par value $0.001 per share (the "Common Stock"), and (ii) Ten Million (10,00

August 9, 2016 EX-10.10

EX-10.10

EX-10.10 15 v446344ex10-10.htm EXHIBIT 10.10 Exhibit 10.10 Exhibit A DRIBBLE OUT AGREEMENT This DRIBBLE OUT AGREEMENT (the “Agreement”), effective as of June 3, 2016 (the “Effective Date’) between UPAY, Inc., a Nevada corporation (the “Company”), and Ferdinand Labuschagne, a South African resident who is designated as a Consultant in the Consulting Agreement (the “Consulting Agreement), of which t

August 9, 2016 EX-10.6

EX-10.6

Exhibit 10.6 SOFTWARE SERVICES AGREEMENT This Software Services Agreement (the ?Agreement?) is entered into effective as of the 18th day of January 2016 (the ?Effective Date?), by and between UPAY, Inc., a Nevada corporation located at 3010 LBJ Fwy Suite 1200, Dallas Texas 75234, (the ?Company?) and Fourier Systems (Pty) Ltd., a Company located in and registered in South Africa (?Fourier?) with an

August 9, 2016 EX-10.1

EX-10.1

EX-10.1 6 v446344ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 SHARE EXCHANGE AGREEMENT SHARE EXCHANGE AGREEMENT, dated as of November 4, 2015 (this “Agreement”) by RentPay (Pty), Ltd, a South African company (“RentPay”), the stockholders of RentPay set forth on Schedule I hereto (the “RentPay Shareholders”), and UPAY, a Nevada corporation (“UPAY”). WHEREAS, the RentPay Shareholders own 100% of the issued

August 9, 2016 EX-10.9

EX-10.9

EX-10.9 14 v446344ex10-9.htm EXHIBIT 10.9 Exhibit 10.9 CONSULTING AGREEMENT This Consulting Agreement (“Agreement”) is made this third day of June 2016 (the “Effective Date”), by and between UPAY, Inc., a Nevada corporation (the “Company”) and Ferdinand Labuschagne (“Consultant”), an individual resident of South Africa. WHEREAS, Consultant provides business advisory services to various companies a

August 9, 2016 EX-10.8

EX-10.8

EX-10.8 13 v446344ex10-8.htm EXHIBIT 10.8 Exhibit 10.8 WEBSITE/SOFTWARE SERVICES AGREEMENT This WEBSITE Software Services Agreement (the “Agreement”) is entered into effective as of the 1st day of January 2016 (the ‘Effective Date”), by and between UPAY, Inc., a Nevada corporation located at 3010 LBJ Fwy Suite 1200, Dallas Texas 75234, (the “Company”) and Twin Harbor Web Solutions, Inc, EIN: 20-22

August 9, 2016 S-1/A

As filed with the Securities and Exchange Commission on August 9, 2016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 AMENDMENT NUMBER 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UPAY, Inc. (Exact name

S-1/A 1 v446344s1a.htm S-1/A As filed with the Securities and Exchange Commission on August 9, 2016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 AMENDMENT NUMBER 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UPAY, Inc. (Exact name of Registrant as specified in its charter) Nevada 6199 37-1793622 State or other jurisdiction Primary Standard Industrial

August 9, 2016 EX-10.2

EX-10.2

Exhibit 10.2 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this ?Agreement?), dated as of the date on the signature page hereto, is entered into by and between UPAY, Inc., a Nevada corporation (the ?Company?), and Emerging Markets Consulting, LLC, a Florida limited liability company (the ?Purchaser?). RECITALS: WHEREAS, subject to the terms and conditions set forth in this Agreement and

August 9, 2016 EX-10.3

EX-10.3

EX-10.3 8 v446344ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of the date on the signature page hereto, is entered into by and between UPAY, Inc., a Nevada corporation (the “Company”), and Rainmaker Consulting Group, LLC, a Florida limited liability company (the “Purchaser”). RECITALS: WHEREAS, subject to the terms and con

August 9, 2016 EX-10.7

EX-10.7

EX-10.7 12 v446344ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 Exhibit A DRIBBLE OUT AGREEMENT This AGREEMENT (the “Agreement”), effective as of 16/05, 2016 (the “Effective Date”) by UPAY, Inc., a Nevada corporation (the “Company”), and Fourier, Inc., a South African corporation (“Fourier). The Company and Fourier are referred to collectively herein as the “Parties”. WHEREAS, Fourier has entered into a So

August 9, 2016 EX-4

EX-4

Exhibit 4 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this ?Agreement?), dated as of , 201, is entered into by and between UPAY, Inc.

August 9, 2016 EX-10.4

EX-10.4

EX-10.4 9 v446344ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 INDEPENDENT CONSULTING AGREEMENT This Independent Consulting Agreement (“Agreement”), effective as of June 1, 2015 (“Effective Date”) is entered into by and between UPAY, Inc. (herein referred to as the “Company”) and Emerging Markets Consulting, LLC. (herein referred to as the “Consultant”). RECITALS WHEREAS, the Company is a private corporati

August 9, 2016 EX-3.5

EX-3.5

EX-3.5 3 v446344ex3-5.htm EXHIBIT 3.5 Exhibit 3.5 BYLAWS OF UPAY A Nevada Corporation As of July 8, 2015 ARTICLE I Meetings of Stockholders Section 1.1 Time and Place. Any meeting of the stockholders may be held at such time and such place, either within or without the State of Nevada, as shall be designated from time to time by resolution of the board of directors or as shall be stated in a duly

August 9, 2016 CORRESP

UPAY, INC. 3010 LBJ Freeway, 12th Floor Dallas, Texas 75234 (228) 231-1187

UPAY, INC. 3010 LBJ Freeway, 12th Floor Dallas, Texas 75234 (228) 231-1187 Filed as Correspondence on Edgar United States Securities and Exchange Commission Washington, D.C. Attn: Katherine Wray, Attorney-Adviser (Office of Information Technologies and Services) Gabriel Eckstein, Attorney-Adviser August 9, 2016 Re: UPAY, Inc. (referred to herein as ?we?, ?our? or ?us or UPAY, Inc.) Registration St

August 9, 2016 EX-10.5

EX-10.5

EX-10.5 10 v446344ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 INDEPENDENT CONSULTING AGREEMENT This Independent Consulting Agreement (“Agreement”), effective as of June 1, 2015 (“Effective Date”) is entered into by and between UPAY, Inc. (herein referred to as the “Company”) and Rainmaker Group Consulting, LLC. (herein referred to as the “Consultant”). RECITALS WHEREAS, the Company is a private corporati

July 8, 2016 EX-3.5

EX-3.5

EX-3.5 3 v443123ex3-5.htm EXHIBIT 3.5 Exhibit 3.5

July 8, 2016 EX-3.1

EX-3.1

EX-3.1 2 v443123ex3-1.htm EXHIBIT 3.1 Exhibit 3.1

July 8, 2016 S-1

As filed with the Securities and Exchange Commission on July 8, 2016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UPAY, Inc. (Exact name of Registrant as spec

S-1 1 v443123s1.htm S-1 As filed with the Securities and Exchange Commission on July 8, 2016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UPAY, Inc. (Exact name of Registrant as specified in its charter) Nevada 6199 37-1793622 State or other jurisdiction Primary Standard Industrial (I.R.S. Employer Incorpor

July 8, 2016 EX-10.8

EX-10.8

Exhibit 10.8

July 8, 2016 EX-10.10

EX-10.10

Exhibit 10.10

July 8, 2016 EX-10.6

EX-10.6

EX-10.6 11 v443123ex10-6.htm EXHIBIT 10.6 Exhibit 10.6

July 8, 2016 EX-10.7

EX-10.7

Exhibit 10.7

July 8, 2016 EX-4

EX-4

Exhibit 4

July 8, 2016 EX-10.1

EX-10.1

EX-10.1 6 v443123ex10-1.htm EXHIBIT 10.1 Exhibit 10.1

July 8, 2016 EX-10.9

EX-10.9

Exhibit 10.9

July 8, 2016 EX-10.4

EX-10.4

Exhibit 10.4

July 8, 2016 EX-10.5

EX-10.5

Exhibit 10.5

July 8, 2016 EX-10.3

EX-10.3

EX-10.3 8 v443123ex10-3.htm EXHIBIT 10.3 Exhibit 10.3

July 8, 2016 EX-10.2

EX-10.2

EX-10.2 7 v443123ex10-2.htm EXHIBIT 10.2 Exhibit 10.2

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