10-K/A - UPYY - Equibles

UNITED STATES

SECURITIESAND 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 annualperiod ended February 29, 2020

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transitionperiod from __ to __.

CommissionFile Number

333-212447

UPAY, Inc.

(Exact name of small business issuer as specified in its charter)

NEVADA	37-1793622
(State<br> or other jurisdiction of <br><br> incorporation or organization)	(I.R.S.<br> Employer <br><br> Identification No.)

3010 LBJ Freeway, 12^th^ Floor

Dallas, Texas 75234

(Address of principal executive offices)

(972) 888-6052

(Company’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes o No x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large<br> Accelerated Filer o	Accelerated<br> Filer o	Non-Accelerated<br> Filer o	Smaller Reporting<br> Company x	Emerging<br> Growth Company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of July 13, 2020, there were 23,255,310 shares outstanding.

EXPLANATORY NOTE

UPAY, Inc. is referred to herein as “we”, “our”, or “us”.

The following Form 10-K/A is being filed to disclose required disclosure under Release No. 34-88318 dated March 4, 2020, as modified on March 25, 2020 in Release No. 34-88465, namely disclosure pertaining to relief from the Commission from filing the Form 10-K for the period ending February 29, 2020 on a timely basis.

AMENDED DISCLOSURE

Our Form 10-K for the period ending February 29, 2020 was due on or about May 29, 2020 (the “10-K”). On May 29, 2020, we filed a Form 8-K requesting relief from the Commission from filing the 10-K on a timely basis, explaining that we were unable to file the report on a timely basis because COVID-19 had not allowed our employees to adequately coordinate and complete matters pertaining to the 10-K in a timely manner. We estimated at that time that we would be able to file the 10-K on or prior to July 13, 2020, which is within the 45-day filing requirement provided for in the Order.

We also disclosed the following Coronavirus risks associated with our business:

Coronavirus Risks Associated with Our Business

Theoutbreak of the coronavirus may negatively impact our business, results of operations and financial condition.

In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and other parts of the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to COVID-19, and on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic”. The significant outbreak of COVID-19 has resulted in a widespread health crisis that could adversely affect the economies and financial markets worldwide, and could adversely affect our business, results of operations and financial condition, including coordination and completion of financial and operational matters and promotion and sales of our administration software to credit providers, retail stores, provisional service industry (doctors, lawyers, accountants). The ultimate extent of the impact of any epidemic, pandemic or other health crisis on our business, financial condition and results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of such epidemic, pandemic or other health crisis and actions taken to contain or prevent their further spread, among others. These and other potential impacts of an epidemic, pandemic, or other health crisis, such as COVID-19, could therefore materially and adversely affect our business, financial condition, and results of operations.

We filed our Form 10-K on July 8, 2020. We are amending our disclosure in our 10-K in this Amendment to state the following: (a) the Form 10-K (as well as this Form 10-K/A) is being made in reliance upon Release No. 34-88318 dated March 4, 2020 (a/k/a as the “Commission’s Order”) as modified on March 25, 2020 in Release No. 34-88465, to permit us to file the 10-K within the time period specified in the foregoing releases ; and (b) we were unable to file the report on a timely basis because COVID-19 had not allowed our employees to adequately coordinate and complete matters pertaining to the 10-K in a timely manner.

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENTSCHEDULES

31.1*	Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer
31.2*	Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer
32.1*	Section 1350 Certification of Chief Executive Officer
32.2*	Section 1350 Certification of Chief Financial Officer

* Filed herewith

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Signatures

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

UPAY, Inc.
By:	/s/ Wouter<br> Fouche
	Wouter Fouche
	Chief<br> Executive Office<br><br> <br>Principle Executive Officer
By:	/s/ Jacob<br> C. Folscher
	Jacob<br> C. Fölscher<br><br> <br>Chief Financial Officer/Chief<br> Accounting Officer<br><br> <br>Principle Financial Officer

Dated: July 13, 2020

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

By:	/s/<br> Wouter Fouche
	Wouter Fouche
	Chief<br> Executive Office<br><br> <br>Principle Executive Officer
By:	/s/ Jacob<br> C. Folscher
	Jacob<br> C. Fölscher<br><br> <br>Chief Financial Officer/Chief<br> Accounting Officer<br><br> <br>Principle Financial Officer

Dated: July 13, 2020 ****

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Exhibit 31.1

SECTION 302 CERTIFICATION

OF PRINCIPAL EXECUTIVE OFFICER OF UPAY, INC.

I, Wouter A. Fouche, certify that:

1.	I have reviewed this report on Form 10-K/A<br> of UPAY, Inc.
2.	Based on my knowledge,<br> this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the<br> statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period<br> covered by this report;
---	---
3.	Based on my knowledge,<br> the financial statements, and other financial information included in this report, fairly present in all material respects<br> the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this<br> report;
---	---
4.	The registrant’s<br> other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as<br> defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange<br> Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
---	---

a) Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5.	The registrant’s<br> other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting,<br> to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing<br> the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 13, 2020

/s/ Wouter A. Fouche
Wouter A. Fouche
(Principal Executive Officer &<br> Chief Executive Officer)

Exhibit 31.2

SECTION 302 CERTIFICATION

OF PRINCIPAL FINANCIAL OFFICER/PRINCIPAL ACCOUNTING OFFICER OF UPAY, INC.

I, Jacob C. Fölscher certify that:

1.	I have reviewed this report on Form 10-K/A<br> of UPAY, Inc.
2.	Based on my knowledge,<br> this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the<br> statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period<br> covered by this report;
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3.	Based on my knowledge,<br> the financial statements, and other financial information included in this report, fairly present in all material respects<br> the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this<br> report;
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4.	The registrant’s<br> other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as<br> defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange<br> Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
---	---

5.	The registrant’s<br> other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting,<br> to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing<br> the equivalent functions):

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 13, 2020

/s/ Jacob C. Fölscher
Jacob C. Fölscher
Chief Financial Officer
(Chief Financial<br> Officer/Chief Accounting Officer)

Exhibit 32.1

SECTION 906 CERTIFICATION OF

PRINCIPAL EXECUTIVE OFFICER

OF UPAY, INC.

In connection with the accompanying Annual Report on Form 10-K/A of UPAY, Inc. for the year ended February 29, 2020, the undersigned, Wouter A. Fouche, Principal Executive Officer/Chief Executive Officer of UPAY, Inc., does hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) such Annual Report on Form 10-K and on Form 10-K/A for the year ended February 29, 2020 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in such Annual Report on Form 10-K and Form 10-K/A for the year ended February 29, 2020 fairly presents, in all material respects, the financial condition and results of operations of UPAY, Inc.

Date: July 13, 2020

/s/ Wouter A. Fouche
Wouter A. Fouche
(Principal Executive Officer &<br> Chief Executive Officer)

Exhibit 32.2

SECTION 906 CERTIFICATION OF

PRINCIPAL FINANCIAL OFFICER/PRINCIPAL ACCOUNTING OFFICER

OF UPAY, INC.

In connection with the accompanying Annual Report on Form 10-K/A of UPAY, Inc. for the year ended February 29, 2020, the undersigned, Jacob C. Fölscher, Chief Financial Officer/Principal Accounting Officer of UPAY, Inc., does hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(2) the information contained in such Annual Report on Form 10-K and on Form 10-K/A for the year ended February 29, 2020 fairly presents, in all material respects, the financial condition and results of operations of UPAY, Inc.

Date: July 13, 2020

/s/ Jacob C. Fölscher
Jacob C. Fölscher
Chief Financial Officer
(Chief Financial<br> Officer/Chief Accounting Officer)