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	(I.R.S. Employer
Incorporation or organization	Classification Code Number)	Identification Number)

(972) 888-6052

Telephone Number of Registrant’s Principal
 

3010 LBJ Freeway, 12^th Floor

Dallas, Texas 75234

Executive Offices and Principal Place of Business) 

Wouter Fouche

3010 LBJ Freeway, 12th Floor

Dallas, Texas 75234

Name, address, including zip code, and telephone number, including area code, of agent for service)

Communication Copies to 

Frederick M. Lehrer, P. A.

Frederick M. Lehrer. Esquire

Attorney and Counselor at Law

600 River Birch Court, 1015

Clermont, Florida 34711

flehrer@securitiesattorney1.com

(561) 706-7646

Approximate date of proposed sale to the public: As soon as practicable and from time to time after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this Form is a post-effective amendment filed pursuant to rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

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

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered (1)		Proposed Maximum Offering Price Per Share (2)		Proposed Maximum Aggregate Offering Price (2)		Registration Fee(3)
Shares of Common Stock, par value $0.0001		2,267,810	$	0.10	$	226,781	$	22.84

(1) Represents an aggregate of 2,267,810 shares of common stock being registered for resale on behalf of the selling stockholders of such securities and (ii) pursuant to Rule 416 under the Securities Act, an indeterminate number of shares of common stock that are issuable upon stock splits, stock dividends, recapitalizations or other similar transactions affecting the shares of the selling stockholder.

(2) The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(o). Further, the offering price has been arbitrarily determined by the Company and bears no relationship to assets, market  assets, earnings, or any other valuation criteria. No assurance can be given that the shares offered hereby will have a market value or that they may be sold at this, or at any other price.

Our Common Stock is not traded on any national exchange or trading medium and in accordance with Rule 457 the offering price was determined by the price of the shares that were sold to our shareholders in a private placement. The price of $0.10 is a fixed price at which the selling security holders may sell their shares until our Common Stock is quoted on the OTC Markets at which time the shares may be sold at prevailing market prices or privately negotiated prices. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority, which operates the OTC Markets, nor can there be any assurance that such an application for quotation will be approved.

(3) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(o) of the Securities Act.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine.

The information in this prospectus is not complete and may be changed without notice. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and neither the Registrant nor the selling stockholders are soliciting offers to buy these securities, in any state where the offer or sale of these securities is not permitted.

SUBJECT TO COMPLETION ON AUGUST 9, 2016

PRELIMINARY PROSPECTUS

UPAY, Inc.

(Nevada Corporation)

2,267,810 COMMON STOCK SHARES

This prospectus relates to 2,267,810 shares of our common stock, which may be offered by the selling security holders for their own account.  We are paying the expenses incurred in registering the shares, but all selling and other expenses incurred by the selling security holders will be borne by them. We will not receive any proceeds from the sale of shares being sold by selling security holders.

The shares of common stock being offered by the selling security holders pursuant to this prospectus are “restricted securities” under the Securities Act of 1933, as amended (the “Securities Act”), before their sale under this prospectus. This prospectus has been prepared for the purpose of registering these shares of common stock under the Securities Act to allow for a sale by the selling stockholders to the public without restriction. Each of the selling stockholders and the prices at which the selling security holders may sell their shares will be at a fixed price of $0.10 per share until such time as the shares of our common stock are traded on the OTCQB operated by OTC Markets Group, Inc. The selling security holders have not engaged any underwriter in connection with the sale of their common stock shares. Although we intend to apply for quotation of our common stock on the OTCQB through a market maker, public trading of our common stock may never materialize. If our common stock becomes traded on the OTCQB, then the sale price to the public will vary according to prevailing market prices or privately negotiated prices by the selling shareholders.

We intend to apply to have our common stock quoted on the OTCQB. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority (“FINRA”) to facilitate such quotation, nor can there be any assurance that such an application for quotation will be approved. There is no assurance that we will be able to develop an active trading market for our shares will develop or will be sustained if developed.

We are an “emerging growth company” under the Jumpstart Our Business Startups Act (“JOBS Act”) and are eligible for reduced public company reporting requirements.

We do not consider ourselves a shell company or a blank check company. We and our management have no plans or intentions to be acquired by or to merge with an operating company, nor do we, our management or any of our shareholders, have plans to enter into a change of control or similar transaction or to change our management.

We have made no written communications as defined under Rule 405 of the Securities Act to prospective investors or investors.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the SEC is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. The information contained in this prospectus is accurate only as of the date of this prospectus.

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 8 to read about factors you should consider before buying shares of our common stock.

Our common stock is presently not quoted on any market or exchange.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This Prospectus is dated _________, 2016

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TABLE OF CONTENTS 

	PAGE
Prospectus Summary	4
The Offering	7
Risk Factors	8
Forward Looking Statements	22
Use of Proceeds	22
Determination of Offering Price	22
Dilution	22
Expenses of Registration	22
Dividend Policy	23
Selling Shareholders	23
Plan of Distribution	24
Description of Securities	25
Interest of Named Experts	26
Description of Business	27
Description of Property	39
Legal Proceedings	39
Market for Common Equity and Related Stockholder Matters	39
Management Discussion and Analysis of Financial Condition and Results of Operations	40
Directors, Executive Officers, Promoters and Corporate Governance	43
Executive Compensation	46
Security Ownership of Certain Beneficial Owners and Management	47
Transactions with Related Persons, Promoters and Control Persons	47
Disclosure of Commission Position on Indemnification for Securities Act Liabilities	48
Legal Matters	48
Where You Can Find More Information	48
Reports to Shareholders	49
Financial Statements	50
Signatures	55

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Please read this prospectus carefully. It describes our business, our financial condition and results of operations. We have prepared this prospectus so that you will have the information necessary to make an informed investment decision.

You should rely only on the information that we have provided in this prospectus. We have not authorized anyone to provide you with different information and you must not rely on any unauthorized information or representation. We are not making an offer to sell these securities in any jurisdiction where an offer or sale is not permitted. This document may only be used where it is legal to sell these securities. You should assume that the information appearing in this prospectus is accurate only as of the date on the front of this prospectus, regardless of the time of delivery of this prospectus, or any sale of our common stock. Our business, financial condition and results of operations may have changed since the date on the front of this prospectus. We urge you to carefully read this prospectus before deciding whether to invest in any of the common stock being offered.

PROSPECTUS SUMMARY

This summary highlights material information appearing elsewhere in this prospectus and is qualified in its entirety by the more detailed information and financial statements included elsewhere in this prospectus. This summary may not contain all the information you should consider before investing in our common stock. You should carefully read this prospectus in its entirety before investing in our common stock, including the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.

Unless the context otherwise requires, we use the terms “we”, “us” and “our” in this prospectus to refer to UPAY, Inc., a Nevada incorporated entity.  Because we are considered a continuation of a South Africa entity, Rent Pay (Pty) Ltd (“Rent Pay”) and our audited financials are presented in which the prior historical information consists solely of Rent Pay’s results of operations and cash flows, references to Rent Pay where the context permits are also referred to herein as “we”, “us” or “our”.

None of our officers or directors agreed to serve as our officer or director in connection with any plan, agreement or understanding that they, respectively, would solicit, participate in, or facilitate the sale of us (or a business combination with) to a third party looking to obtain or become a public reporting entity, and the officers and directors also confirm that they have no such present intentions or any intentions whatsoever in the foreseeable future.

Our management has determined that it is in our best interests to become a reporting company under the Securities and Exchange Act of 1934, and endeavor to establish a public trading market for our common stock. Our management believes that establishing a public market: (i) will increase our profile as an active company in the credit software business, giving us greater identity and recognition in the US: and (ii) will make it easier for us to attract additional equity capital, which we need to expand our business in various US states. There is no assurance that we will accomplish any of the foregoing goals and prospective investors are cautioned to carefully read the risk factors set forth herein prior to making an investment decision.

Corporate Background

We were formed on July 8, 2015 in the state of Nevada.   On November 4, 2015, we conducted a share exchange (the “Share Exchange”) with Rent Pay (Pty), Ltd (“Rent Pay”), a South African company, and Rent Pay’s shareholders.   In the Share Exchange, we exchanged 200,000 shares of our common stock for all of Rent Pay’s 1,000 outstanding shares, 500 of which were in the name of Loantech Trust, a trust controlled by our officer, Wouter Fouche, and 500 shares in the name of Folscher Family Trust, a trust controlled by our other officer, Jaco Folscher. As a result of the Share Exchange, Rent Pay become our wholly owned subsidiary.

Apart from the Share Exchange, we have never been the subject of a material reclassification, merger, consolidation, or purchase or sale of a significant amount of assets not in the ordinary course of business. Further, we have never been the subject of a bankruptcy, receivership or similar proceeding.

Rent Pay was registered as a South Africa closed corporation on July 21, 2008. In South Africa, a closed corporation is a business entity usually associated with smaller businesses. On February 1, 2012, Rent Pay was converted into a South Africa Limited Liability or private company, which in South Africa is the equivalent of a limited liability company in the US and denotes a larger entity since the shareholders are not limited as with a closed corporation. 

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Business Overview

We are a provider of cloud-based loan and client administration software solutions, fully integrated with payment gateways and credit bureaus as well as other decision making and risk management tools.  Our business has operated in South Africa since July 2008. We are expanding our operations to the US and opened our US head office in Dallas, Texas, from where we will run our US operations. We have not earned any revenue in the US yet but plan to be in operation in the US by October 2016. 

Our main client base and target market is the payday and installment loan industry. Our software offers a comprehensive solution to small medium and large organizations to limit risk, improve collections on installment loans and comply fully with new US federal and state and South Africa regulations.

Our wholly owned subsidiary, Rent Pay, is a software company that offers services to “small dollar loan” South Africa credit facilities, including store fronts that provide such loans (“Store Fronts”).  Rent Pay owns its own financial software and provides a loan management service to its South Africa storefronts and online lenders and assists them in all loan cycle segments.

We intend to operate the same business as Rent Pay, but we intend to serve “small dollar loan” providers in the US, currently permitted by 33 states.  We will use the same software used by Rent Pay, but designed for our future US clients.  Our US business will initially concentrate on Texas and California and then to Illinois, Florida, Louisiana and Tennessee.

Where You Can Find Us

Our US offices are located at 3010 LBJ Freeway, 12th Floor, Dallas, Texas 75234.   Our telephone number is (972) 888-6052.

Rent Pay’s is located at No 6 Uitzicht Office Park, 2 Bellingham Street, Centurion 0157, South Africa.  Rent Pay’s telephone number is +27 12 665 0319.

Our Website

Our website is located at www.upaytechnology.com. No information included in our website is included in this prospectus.

Risk Factors

· Because our Chief Executive Officer and Chief Financial Officer have no experience managing an SEC Reporting Company that is publicly traded this could adversely impact our ability to comply with the reporting requirements of US securities laws.

· Approximately three quarters of our current business in South Africa is composed of only 4 customers; a loss of one or more of such customers will negatively impact our financial condition.

· Economic uncertainties or downturns could materially adversely affect our business.

· Our customers’ inability to effectively, efficiently, and profitably introduce or manage new products could have a material adverse effect on our business, prospects, results of operations, and financial condition.

· We currently lack product and business diversification; as a result, our revenues and earnings may be disproportionately negatively impacted by external factors and may be more susceptible to fluctuations than more diversified companies.

· Adverse economic conditions may significantly and adversely affect our business, prospects, and financial condition, and access to liquidity.

· Competition in our industry could cause us to lose market share or reduce our fees, possibly resulting in a decline in our revenues and earnings.

· We depend on product development in order to remain competitive in our industry.

· Our products may not achieve market acceptance, which may make it difficult for us to compete.

· Technology and customer needs change rapidly in our market, which could render our products obsolete and negatively affect our business, financial condition and results of operations.

· We depend upon proprietary technology and we are subject to the risk of third party claims of infringement.

· A decline in computer software spending may result in a decrease in our revenues or lower our growth rate.

· Our software products may contain defects or errors, which could decrease sales, injure our reputation or delay shipments of our products.

· Our products may contain undetected software defects, which could negatively affect our revenues.

· Our independent registered accounting firm has issued a going concern opinion stating that there is substantial doubt that we will continue our operations.

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· Ever expanding credit regulations in the US, both federal and state, and South Africa may negatively affect our customers’ business and financial condition and in turn negatively affect our revenues and financial condition.

· We have potential liabilities involving our customers and third parties.

· Our financial results may be adversely affected if we are unable to execute on our marketing strategy.

· We have incurred, and will continue to incur, increased costs, and are subject to additional regulations and requirements as a result of being a public company, which could lower our profits or make it more difficult to run our business.

· The shares of our common stock are highly speculative in nature and involve a high degree of risk.

Emerging Growth Company Status

We are an "emerging growth company", as defined in the Jumpstart our Business Startups Act of 2012 (“JOBS Act”), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.  We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions.  If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.  In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.   We have elected not to opt out of the transition period pursuant to Section 107(b).

We could remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period.

Notwithstanding the above, we are also currently a “smaller reporting company”, meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have a public float of less than $75 million and annual revenues of less than $50 million during the most recently completed fiscal year.  In the event that we are still considered a “smaller reporting company”, at such time are we cease being an “emerging growth company”, the disclosure we will be required to provide in our SEC filings will increase, but will still be less than it would be if we were not considered either an “emerging growth company” or a “smaller reporting company”.  Specifically, similar to “emerging growth companies”, “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, only being required to provide two years of audited financial statements in annual reports.  Decreased disclosures in our SEC filings due to our status as an “emerging growth company” or “smaller reporting company” may make it harder for investors to analyze our results of operations and financial prospects.

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THE OFFERING

Common Stock offered by selling security holders	2,267,810 Common Stock Shares
Common Stock outstanding before the offering	23,815,310 Common Stock Shares
Terms of the Offering	The prices at which the selling security holders may sell their shares will be at a fixed price of $0.10 per share until such time as the shares of our common stock are traded on the OTCQB operated by OTC Markets Group, Inc. (“OTC Markets”). The selling security holders have not engaged any underwriter in connection with the sale of their shares of Common Stock. Although we intend to apply for quotation of our common stock on the OTCQB through a market maker, public trading of our common stock may never materialize. If our common stock becomes traded on the OTCQB, then the sale price to the public will vary according to prevailing market prices or privately negotiated prices by the selling shareholders.
Termination of the Offering	The offering will conclude upon the earliest of (i) such time as all the common stock has been sold pursuant to the registration statement or (ii) such time as all of the common stock becomes eligible for resale without volume limitations pursuant to Rule 144 under the Securities Act (iii) or we decide at any time to terminate the registration of the shares at our sole discretion.
Trading Market	Currently, there is no trading market for our securities. We intend to apply for quotation on the OTC Markets OTCQB. We will require the assistance of a market maker to apply for quotation and there is no guarantee that a market maker will agree to assist us or be successful in obtaining approval for a quotation.
Use of proceeds	We are not selling any shares of the Common Stock covered by this prospectus. As such, we will not receive any of the offering proceeds from the registration of the shares of Common Stock covered by this prospectus. Expenses – We will pay all expenses associated with this registration statement
Risk Factors	The Common Stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors” beginning on page 8.

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RISK FACTORS

The shares of our common stock being issued in the offering are highly speculative and should be purchased only by persons who can afford to lose the entire amount invested in the common stock. Before purchasing any of the shares of common stock, you should carefully consider the following factors relating to our business and prospects. If any of the following risks occur, our business, financial condition or operating results could be materially adversely affected. In such case, you may lose all or part of our investment. You should carefully consider the risks described below and the other information in this prospectus before in investing in our common stock.

RISKS RELATED TO OUR BUSINESS

Our independent registered public accounting firm has issued a going concern opinion; there is substantial doubt that we will continue operations in which case you could lose your investment.

Our consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As of July 8, 2016, we do not have revenues sufficient to execute our business plan. We intend to fund our operations through equity financing arrangements; however, there is no assurance that this will be successful in raising sufficient funds for our operations. These factors, among others, raise substantial doubt about our ability to continue as a going concern.

Our operating results may fluctuate and/or be negatively affected due to various factors

Our operating results are likely to fluctuate and/or be negatively affected due to:

· Expanded or decreased credit regulations affecting our potential clients and clients;

· Whether we are able to successfully establish our US operations; and

· Whether our products and services receive favorable market reaction in the US.

Any one or a combination of the above factors could negatively affect our operations, revenues and operating results.

Because our Chief Executive Office and Chief Financial Officer have no experience managing an SEC Reporting Company that is publicly traded this could adversely impact our ability to comply with the reporting requirements of US securities laws.

Our Chief Executive Officer and Chief Financial Officer have no experience managing an SEC Reporting Company that is publicly traded, which could impair our ability to comply with legal and regulatory requirements such as those imposed by Sarbanes-Oxley Act of 2002. Such responsibilities include complying with federal securities laws and making required disclosures on a timely basis. Any such reporting deficiencies, weaknesses or lack of compliance could have a materially adverse effect on our ability to comply with the Securities & Exchange Act of 1934, as amended (“Exchange Act”) reporting requirements. If we were to fail to fulfill those obligations, our ability to continue as a public company would be in jeopardy and you could lose your entire investment.

Our market is highly competitive.

The lending software systems industry is highly competitive. There are a number of larger companies, including computer manufacturers, computer service and software companies and lending companies that have greater operational, personnel and financial resources than we have. These companies currently offer and have the technological ability to develop software products similar to those offered by us. These companies present a significant competitive challenge to our business. Because we do not have the same financial resources as these competitors, we may have a difficult time in the future in competing with these companies. We compete on the basis of our lending knowledge, products, service, price, system functionality and performance and technological advances. All of our US competitors have longer operating histories, larger customer bases, greater brand recognition and significantly greater financial, marketing and other resources than we do since we have not even started our US operations. Our US competitors will be able to:

· Undertake more extensive marketing campaigns for their brands and services;

· Devote more resources to product development

· Adopt more aggressive pricing policies; and

· Make more attractive offers to potential employees and third-party service providers.

The industry in which we operate has low barriers to entry and is highly fragmented and very competitive. We believe that the market may become even more competitive as the credit and credit software industry matures and/or consolidates. We compete primarily with product/service credit software providers that serve cash advance providers, small loan providers, credit unions, short-term consumer lenders, other financial service entities, and other retail businesses that offer consumer loans or other products and services that are similar to ours

Should we fail to effectively compete against our competitors, our revenues and results of operations will be negatively impacted.

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Our ability to raise capital in the future may be limited, which could make us unable to fund our capital requirements.

Our business and operations may consume resources faster than we anticipate and we will require additional funds to pursue our expansion opportunities. In the future, we may need to raise additional funds through the issuance of new equity securities, debt or a combination of both. Additional financing may be unavailable on favorable terms or at all. If adequate funds are unavailable on acceptable terms, we may be unable to fund our capital requirements. If we issue new debt securities, the debt holders would have rights senior to common stockholders to make claims on our assets, and the terms of any debt could restrict our operations, including our ability to pay dividends on our common stock. If we issue additional equity securities, existing stockholders may experience dilution. Our board is authorized to issue preferred stock, which could have rights and preferences senior to those of our common stock. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, our stockholders bear the risk of our future securities offerings reducing the market price of our common stock, diluting their interest or being subject to rights and preferences senior to their own.

In addition, we may file with the SEC a shelf registration statement to sell from time to time additional shares of our common stock in one or more offerings in amounts, at prices and on the terms that we will determine at the time of offering. If we raise additional funds by issuing additional equity or convertible debt securities (whether in a public offering or private placement), the ownership percentages of existing stockholders would be reduced. In addition, the equity or debt securities that we issue may have rights, preferences, or privileges senior to those of the holders of our common stock. We currently have no established line of credit or other business borrowing facility in place.

It is possible that our future capital requirements may vary materially from those now planned. The amount of capital that we will need in the future will depend on many factors, including:

· Market acceptance of our products;

· Levels of promotion and advertising that will be required to launch and introduce our products and services in the US;

· Our business, product, capital expenditure and research and development plans and product and technology roadmaps;

· Levels of working capital that we maintain;

· Technological advances to our products or the failure thereof to make such advances; and

· Our competitors’ response to our products.

We may incur substantial additional debt, which could adversely affect our business, results of operations, and financial condition by limiting our ability to obtain financing in the future and react to changes in our business.

We may incur substantial additional debt in the future. If we incur substantial additional debt, it could have important consequences to our business. For example, it could:

· require us to dedicate a substantial portion of our cash flow from operations to payments on our debt obligations, which will reduce our funds available for dividends, working capital, capital expenditures, the development of new or replacement products and services, or further geographic expansion;

· limit our operational flexibility through restrictive covenants that will likely limit our ability to explore certain business opportunities, dispose of assets, and take other actions;

· limit our flexibility in planning for, or reacting to, changes in our business;

· limit our ability to borrow additional funds in the future, if we need them, due to applicable financial and restrictive covenants in our debt instruments;

· make us vulnerable to interest rate increases, because a majority of our borrowings are, and will continue to be, at variable rates of interest; and

· place us at a disadvantage compared to our competitors that have proportionately less debt.

In the event that key management personnel leave us, our operations and results of operations could be negatively impacted.

Because we are almost entirely dependent on the efforts of our Chief Executive Officer/Director, Wouter Fouche, and our Chief Operating Officer/Director, Jaco Folscher, either one of their departures could have a material adverse effect on our business. We do not maintain key man life insurance on our sole officer/director. Should we lose the services of either one of our officers (or both) there is no assurance that we will be able to hire a Chief Executive Officer or a Chief Financial Officer with equal background and competence.

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We have not commenced our operations in the US and we have significant challenges to establish a US market; should we fail to do so, our results of operations will be significantly impaired.

Apart from establishing a US office in Dallas, Texas and planning activities, we have not commenced our US operations. We have significant challenges going forward, including:

· Hiring personnel;

· Establishing and activating our marketing campaign;

· Developing and adapting our credit software program to US needs and regulatory standards; and

· Establishing our operations in 6 states.

Our success is contingent upon our ability to efficiently execute the above steps in our business plan; should we fail to do so in any one or a combination of the above, our results of operations will be negatively impacted and you may lose your entire investment.

Approximately three quarters of our business in South Africa is composed of only 4 customers.

During our Fiscal Year 2016, 4 customers accounted for 75% of our revenues business in South Africa, as follows: (a) 33% - Finance 27, an online lender; (b) 21% - Discount Finance, a store front lender; (c) 14% - Babereki, a payroll lender; and (d) 7% - Mpowa Finance, an online lender. Should we lose any one of these South Africa customers, our revenues will be materially and adversely affected.

If we are unable to hire and retain key current and future personnel, the loss of their services could materially and adversely affect our business, financial condition and results of operations.

Our future performance depends in significant part upon the continued service of our senior management and current and future programmers, system engineers, sales manager, sales representatives, and training consultants. We do not have employment agreements with our key employees that govern the length of their service. The loss of the services of our key employees would materially and adversely affect our business, financial condition and results of operations. Our future success also depends on our ability to continue to attract, retain, and motivate qualified personnel, particularly highly skilled engineers involved in the ongoing research and development required to develop and enhance our products. Competition for these employees remains high and employee retention is a common problem in our industry. Our inability to attract and retain the highly trained technical personnel that are essential to our product development, marketing, service and support teams may limit the rate at which we can generate revenue, develop new products or product enhancements and generally would have an adverse effect on our business, financial condition and results of operations.

Economic uncertainties or downturns could materially adversely affect our business.

Current or future economic uncertainties or downturns could adversely affect our business and results of operations. Negative conditions in the general economy including conditions resulting from changes in gross domestic product growth, the continued sovereign debt crisis, financial and credit market fluctuations, political deadlock, natural catastrophes, warfare and terrorist attacks could cause a decrease in business investments.

General worldwide economic conditions have experienced a significant downturn and continue to remain unstable. These conditions make it extremely difficult for us to forecast and plan future business activities accurately, and they could cause our potential customers to reevaluate their decisions to purchase our services. Also, customers may choose to develop in-house services as an alternative to using our services.

We cannot predict the timing, strength or duration of any economic slowdown, instability or recovery, generally or within any particular industry. If the economic conditions of the general economy or industries in which we operate do not improve, or worsen from present levels, our business, results of operations, financial condition and cash flows could be adversely affected.

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The concentration of our revenues in certain states could adversely affect us.

While we will attempt to have a diverse geographic presence, our first 24 months of operations will target only 6 states, California, Texas, Florida, Illinois, Louisiana and Tennessee. Our revenues derived from those states will be positively or negatively impacted from prevailing regulatory, economic, demographic, competitive, and other conditions in those states. Changes to any of these conditions in the markets in which we operate could lead to a reduction in demand for our products and services, a decline in our revenues, or an increase in our provision for doubtful accounts that could result in a deterioration of our financial condition.

Our customers’ inability to effectively, efficiently, and profitably introduce or manage new products or alternative methods for conducting business could have a material adverse effect on our business, prospects, results of operations, and financial condition.

Our customers might need to offer new or modified products and services. In order for our customers to offer these products, such products need to be developed on our software system and need to comply with additional credit related regulatory and licensing requirements. Each modification, new product or service, and alternative method of conducting business is subject to risk and uncertainty for our customers and requires significant investment in time and capital, including additional marketing expenses, legal costs, and other incremental start-up costs. Additionally, we will be required to update our customers’ regulatory requirements, which may lead to additional operating costs and additional charges to our customers. Should we fail to adequately modify or test adequately our system, collection procedures, customer contracts, monitoring, and other operations for our customer’ benefit prior to offering a new product, our brand name reputation and results of operations may be negatively affected. Additionally, any failure of our customers to offer new products or services resulting from regulatory changes could result in fines, suspensions, or legal actions against them and could have a material adverse effect on our customers’ business, prospects, results of operations, and financial condition and in turn negatively affect us.

We currently lack product and business diversification; as a result, our revenues and earnings may be disproportionately negatively impacted by external factors and may be more susceptible to fluctuations than more diversified companies.

Our primary business activity is offering software for cash advance and loan installment services. If we are unable to maintain our credit software and/or diversify our operations, our revenues and earnings could decline. Our current lack of product and business diversification could inhibit our opportunities for growth, reduce our revenues and profits, and make us more susceptible to earnings fluctuations than many of our competitors who are more diversified. External factors, such as changes in laws and regulations, new entrants, and enhanced competition, could also make it more difficult for us to operate as profitably as a more diversified company could operate. Any internal or external change in our industry could result in a decline in our revenues and earnings, which could have a material adverse effect on our business, prospects, results of operations, and financial condition.

The credit industry is highly regulated under federal law, state and local laws; our customers’ failure to comply with these regulations and statutes could have a material adverse effect on our customers’ business, prospects, results of operations, and financial condition, which in turn may negatively affect our results of operations.

Our customers’ businesses are subject to stringent US federal and US state regulation and the National Credit Act in South Africa. Our customers must comply with the Federal Truth-in-Lending Act and Regulation Z adopted under that Act, the Equal Credit Opportunity Act, the Fair Debt Collection Practices Act, the Fair and Accurate Credit Transaction Act, the Fair Credit Reporting Act and the Gramm-Leach-Bliley Act, the Dodd-Frank Act, which subjects them to supervision by the Consumer Finance Protection Bureau (“CFPB”), the Bank Secrecy Act, the Money Laundering Control Act of 1986, the Money Laundering Suppression Act of 1994, and the PATRIOT Act. In addition, our customers’ marketing efforts and statements that our customers make about their products and services are subject to federal and state unfair and deceptive practices statutes, most significantly, the Federal Trade Commission, which enforces the Federal Trade Commission Act (See Government Regulations Section at page 32).

Our customers’ businesses are regulated under a variety of enabling state statutes, including cash advance, deferred presentment, check cashing, money transmission and small loan laws, all of which are subject to change and which may impose significant costs, limitations or prohibitions on the way our customers conduct or expand their business. In some states, referenda initiatives have been proposed that allow voters to limit or prohibit our customers’ ability to conduct our business in a profitable manner.  Legislation has been introduced or adopted in some states that prohibits or severely restricts certain credit products and services. Laws prohibiting cash advances and similar products and services could be passed in any other state at any time or existing enabling laws could expire or be amended. Statutes authorizing cash advance and similar products and services typically provide the state agencies that regulate banks and financial institutions with significant regulatory powers to administer and enforce the law. In most states, our customers are required to apply for a license, file periodic written reports regarding business operations, and undergo comprehensive state examinations to ensure that we comply with applicable laws.

To conduct our business, we are required to manage, use, and store large amounts of personally identifiable information, consisting primarily of confidential personal and financial data regarding clients our customers. As a result, we are subject to numerous U.S. laws and regulations designed to protect this information, including various U.S. federal and state laws governing the protection of financial or other individually identifiable information. Security breaches involving our files and infrastructure could lead to unauthorized disclosure of confidential information, as well as shutdowns or disruptions of our systems.

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Our customers’ business may be subject to various local rules and regulations such as local zoning regulations. Any actions taken in the future by local zoning boards or other local governing bodies to require special use permits for, or impose other restrictions on providers of cash advance and/or other credit services could have a material adverse effect on our business, results of operations, and financial condition and in turn negatively affect our results of operations and revenues.

Current and future litigation, regulatory proceedings, and other legal proceedings against our customers’ officers and directors could have a material adverse effect on our business, prospects, results of operations, and financial condition.

Our customers’ businesses are subject to lawsuits, regulatory proceedings, and other legal proceedings, including government investigations, that generate adverse publicity, cause our customers to incur substantial expenditures, and could significantly impair our customers’ business and/or force them to cease doing business in one or more states. Accordingly, our customers may incur significant expenditures in connection with matters involving our customers’ current or former officers and directors. Any of these lawsuits, regulatory proceedings, or other legal matters could have a material adverse effect on our customers’ business, prospects, results of operations, and financial condition and as a result negatively affect our business

Media reports and public perception of cash advances and similar loans as being predatory or abusive could materially adversely affect our business, prospects, results of operations, and financial condition.

Consumer advocacy groups, certain media reports, and many regulators and elected officials advocate for governmental and regulatory action to prohibit or severely restrict our customers’ products and services. The consumer groups and media reports typically focus on the cost to a consumer and characterize our customers’ products and services as predatory or abusive toward consumers. If this negative characterization of advances becomes widely accepted by consumers, demand for our customers’ products and services could significantly decrease, which could materially adversely affect our business, results of operations, and financial condition. Negative perception of our customers’ products and services could also result in increased regulatory scrutiny and litigation, encourage restrictive local zoning rules, make it more difficult to obtain government approvals necessary to open new centers and cause industry trade group to promote policies that cause our customers’ businesses to be less profitable. In addition, media coverage and public statements that assert some form of corporate wrongdoing can lower morale, make it more difficult for our customers to attract and retain qualified personnel and directors, divert management attention, and increase expenses. These trends could materially adversely affect our customers’ business, prospects, results of operations, and financial condition and in turn similarly affect our business.

We depend on product development in order to remain competitive in our industry.

Our future success will depend on our ability to continue to enhance our current product line and to continue to develop and introduce new products that keep pace with competitive product introductions and technological developments, satisfy diverse and evolving lending industry requirements and otherwise achieve market acceptance. We may not be successful in continuing to develop and market, on a timely and cost-effective basis, product enhancements or new products that respond to technological advances by others Any failure by us to anticipate or respond adequately to changes in technology and lending industry preferences, or any significant delays in product development or introduction, would significantly and adversely affect our business, operating results and financial condition.

Our products may not achieve market acceptance, which may make it difficult for us to compete.

Our future success will depend upon our ability to increase the number of lending companies that use our software products. As a result of the intense competition in our industry and the rapid technological changes, which characterize it, our products may not achieve significant market acceptance. Further, lending companies are typically characterized by slow decision-making and numerous bureaucratic and institutional obstacles, which will make our efforts to significantly expand our customer base difficult.

We depend upon proprietary technology and we are subject to the risk of third party claims of infringement.

Our success and ability to compete depends in part upon our proprietary software technology. We currently have no patents or patent applications pending. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or to obtain and use information that we regard as proprietary. The steps we take to protect our proprietary technology may not prevent misappropriation of our technology, and this protection may not stop competitors from developing products which function or have features similar to our products.

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While we believe that our products and trademarks do not infringe upon the proprietary rights of third parties, third parties may claim that our products infringe, or may infringe, upon their proprietary rights. Any infringement claims, with or without merit, could be time-consuming, result in costly litigation and diversion of technical and management personnel, cause product shipment delays or require us to develop non-infringing technology or enter into royalty or licensing agreements. Royalty or licensing agreements, if required, may not be available on terms acceptable to us or at all. If a claim of product infringement against us is successful and we fail or are unable to develop non-infringing technology or license the infringed or similar technology, our business, operating results and financial condition could be significantly and adversely affected.

A decline in computer software spending may result in a decrease in our revenues or lower our growth rate.

A decline in the demand for computer software among our current and prospective customers may result in decreased revenues or a lower growth rate for us because our sales depend, in part, on our customers’ level of funding for new or additional computer software systems and services. Moreover, demand for our solutions may be reduced by a decline in overall demand for computer software and services. The current decline in overall technology spending may cause our customers to reduce or eliminate software and services spending and cause price erosion for our solutions, which would substantially affect our sales of new software licenses and the average sales price for these licenses. Because of these market and economic conditions, we believe there will continue to be uncertainty in the level of demand for our products and services. Accordingly, we cannot assure you that we will be able to increase or maintain our revenues.

Our technology may become obsolete which could materially adversely affect our ability to sell our products and services.

If our technology, products and services become obsolete, our business operations would be materially adversely affected. The market in which we compete is characterized by rapid technological change, evolving industry standards, introductions of new products, and changes in customer demands that can render existing products obsolete and unmarketable. Our current products will require continuous upgrading or our technology will become obsolete. Our future success will depend upon our ability to address the increasingly sophisticated needs of our customers by supporting existing and emerging hardware, software, database, and networking platforms and by developing and introducing enhancements to our existing products and new products on a timely basis that keep pace with technological developments, evolving industry standards, and changing customer requirements.

Our quarterly revenues and operating results are difficult to predict and could fall below analyst or investor expectations, which could cause the price of our common stock to fall.

If our operating results do not meet the expectations of securities analysts or investors, our stock price may decline. Fluctuations in our operating results may be due to a number of factors, including the following:

· The gain or loss of customers;

· The size and timing of orders;

· The size and timing of product returns;

· Our ability to maintain or increase gross margins;

· Our ability to anticipate market needs and to identify, develop, complete, introduce, market and produce new products and technologies in a timely manner to address those needs

· availability and pricing of competing products and technologies and the resulting effect on sales and pricing of our products;

· Effect of new and emerging technologies

· General economic conditions.

Our products may contain undetected software defects, which could negatively affect our revenues.

Our software products are complex and may contain undetected defects. In the past, we have discovered software defects in certain of our products and have experienced delayed or lost revenues during the period it took to correct these problems. Although we test our products, it is possible that errors may be found or occur in our new or existing products after we have commenced commercial shipment of those products. Defects, whether actual or perceived, could result in adverse publicity, loss of revenues, product returns, a delay in market acceptance of our products, loss of competitive position, or claims against us by customers. Any such problems could be costly to remedy and could cause interruptions, delays, or cessation of our product sales, which could cause us to lose existing or prospective customers and could negatively affect our results of operations.

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Security and privacy breaches may harm our business.

The uninterrupted operation of our hosted solutions and the confidentiality and security of third-party information is critical to our business. Any failures in our security and privacy measures, such as “hacking” of our systems by outsiders, could have a material adverse effect on our financial position and results of operations. If we are unable to protect, or our customers perceive that we are unable to protect, the security and privacy of our electronic information, our growth could be materially adversely affected. A security or privacy breach may cause our customers to lose confidence in our solutions, adversely harm our brand name reputation, expose us to liability and increase our expenses from potential remediation costs. Additionally, any damage to, or failure of, our systems generally could result in interruptions in our service. Interruptions in our service may reduce our revenue, cause us to issue credits or pay penalties, cause customers to terminate their on-demand services, and adversely affect our renewal rates and our ability to attract new customers.

While we believe we use proven applications designed for data security and integrity to process electronic transactions, there can be no assurance that our use of these applications will be sufficient to address changing market conditions or the security and privacy concerns of existing and potential customers. In addition, our customers and end users may use our products and services in a manner, which violates security or data privacy laws in one or more jurisdictions. Any significant or high profile data privacy breaches or violations of data privacy laws, whether directly through our hosted solutions or by third parties using our products and services, could result in the loss of business and reputation, litigation against us and regulatory investigations and penalties that could adversely affect our operating results and financial condition.

Our entire Plan of Operations is contingent upon obtaining financing

Our entire Plan of Operations (see page 41-42) is contingent upon obtaining financing, of which there is no assurance. Should we be unable to obtain financing for the steps in our Plan of Operations, our US operations will be severely and negatively impacted as well as our results of operations and you may lose your entire investment.

RISKS RELATED TO OUR STATUS AS AN EMERGING GROWTH COMPANY AND IF THIS REGISTRATION STATEMENT IS DECLARED EFFECTIVE, AN SEC REPORTING ISSUER

Reporting requirements under the Exchange Act and compliance with the Sarbanes-Oxley act of 2002, including establishing and maintaining acceptable internal controls over financial reporting, are costly and may increase substantially.

The rules and regulations of the SEC require a public company to prepare and file periodic reports under the Exchange Act, which will require that the Company engage legal, accounting, auditing and other professional services. The engagement of such services is costly. Additionally, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) requires, among other things, that we design, implement and maintain adequate internal controls and procedures over financial reporting. The costs of complying with the Sarbanes-Oxley Act and the limited technically qualified personnel we have may make it difficult for us to design, implement and maintain adequate internal controls over financial reporting. In the event that we fail to maintain an effective system of internal controls or discover material weaknesses in our internal controls, we may not be able to produce reliable financial reports or report fraud, which may harm our overall financial condition and result in loss of investor confidence and a decline in our share price.

As a public company, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act of 2010 and other applicable securities rules and regulations. Despite recent reforms made possible by the JOBS Act, compliance with these rules and regulations will nonetheless increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources, particularly after we are no longer an “emerging growth company.” The Exchange Act requires, among other things, that we file annual, quarterly, and current reports with respect to our business and operating results.

We are working with our legal, accounting and financial advisors to identify those areas in which changes should be made to our financial and management control systems to manage our growth and our obligations as a public company. These areas include corporate governance, corporate control, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue to make, changes in these and other areas. However, we anticipate that the expenses that will be required in order to adequately prepare for being a public company could be material. We estimate that the aggregate cost of increased legal services; accounting and audit functions; personnel, such as a chief financial officer familiar with the obligations of public company reporting; consultants to design and implement internal controls; and financial printing alone could be several hundred thousand dollars per year. In addition, if and when we retain independent directors and/or add senior management, we may incur additional expenses related to director compensation and/or premiums for directors’ and officers’ liability insurance, the costs of which we cannot estimate at this time. We may also incur additional expenses associated with investor relations and similar functions, the cost of which we also cannot estimate at this time. However, these additional expenses individually, or in the aggregate, may also be material.

In addition, being a public company could make it more difficult or more costly for us to obtain certain types of insurance, including directors’ and officers’ liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. The impact of these events could also make it more difficult for us to attract and retain qualified persons to serve on our Board, our Board committees or as executive officers.

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The increased costs associated with operating as a public company may decrease our net income or increase our net loss, and may cause us to reduce costs in other areas of our business or increase the prices of our products or services to offset the effect of such increased costs. Additionally, if these requirements divert our management’s attention from other business concerns, they could have a material adverse effect on our business, financial condition and results of operations.

We are an “emerging growth company,” and any decision on our part to comply only with certain reduced disclosure requirements applicable to “emerging growth companies” could make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and, for as long as we continue to be an “emerging growth company,” we expect and fully intend to take advantage of exemptions from various reporting requirements applicable to other public companies but not to “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could be an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to opt in to the extended transition period for complying with the revised accounting standards. We have elected to rely on these exemptions and reduced disclosure requirements applicable to “emerging growth companies” and expect to continue to do so.

Our internal control over financial reporting does not currently meet the standards required by Section 404 of the Sarbanes-Oxley Act, and failure to achieve and maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and stock price.

We previously have not been required to maintain internal control over financial reporting in a manner that meets the standards of publicly traded companies required by Section 404(a) of the Sarbanes-Oxley Act (“Section 404(a)”). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. We are not currently in compliance with, and we cannot be certain when we will be able to implement the requirements of Section 404(a). We may encounter problems or delays in implementing any changes necessary to make a favorable assessment of our internal control over financial reporting. If we cannot favorably assess the effectiveness of our internal control over financial reporting, or if our independent registered public accounting firm is unable to provide an unqualified attestation report on our internal controls, investors could lose confidence in our financial information and the price of our common stock could decline.

Additionally, the existence of any material weakness or significant deficiency would require management to devote significant time and incur significant expense to remediate any such material weaknesses or significant deficiencies and management may not be able to remediate any such material weaknesses or significant deficiencies in a timely manner. The existence of any material weakness in our internal control over financial reporting could also result in errors in our financial statements that could require us to restate our financial statements causing us to fail to meet our reporting obligations and cause stockholders to lose confidence in our reported financial information, all of which could materially and adversely affect us.

We will not be required to evaluate the effectiveness of our internal controls over procedures for financial reporting nor will we be required to disclose the results of such evaluation, until the filing of our second annual report. The lack of such evaluations may lead to an extended period of inadequate internal controls which could jeopardize the accuracy of our financial reporting, the result of which would be that investors would not be aware of any inaccurate reporting of our financial affairs.

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If we are not required to continue filing reports under Section 15(d) of the Securities Exchange Act of 1934 in the future, for example because we have less than three hundred shareholders of record at the end of the first fiscal year in which this registration statement is declared effective, and we do not file a Registration Statement on Form 8-A, our common shares (if listed or quoted) would no longer be eligible for quotation, which could reduce the value of your investment.

As a result of this offering as required under Section 15(d) of the Securities Exchange Act of 1934, we will file periodic reports with the Securities and Exchange Commission as required under Section 15(d).  However, if in the future we are not required to continue filing reports under Section 15(d), for example because we have less than three hundred shareholders of record at the end of the first fiscal year in which this registration statement is declared effective, and we do not file a Registration Statement on Form 8-A upon the occurrence of such an event, our common stock can no longer be quoted on the OTC Markets OTC Link, which could reduce the value of your investment.  There is no guarantee that we will be able to meet the requirements to be able to cease filing reports under Section 15(d), in which case we will continue filing those reports in the years after the fiscal year in which this registration statement is declared effective.  Filing a registration statement on Form 8-A will require us to continue to file quarterly and annual reports with the SEC and will also subject us to the proxy rules of the SEC.  In addition, our officers, directors and 10% stockholders will be required to submit reports to the SEC on their stock ownership and stock trading activity.

You may have limited access to information regarding our business because our obligations to file periodic reports with the SEC could be automatically suspended under certain circumstances.

As of effectiveness of our registration statement of which this prospectus is a part, we will be required to file periodic reports with the SEC, which will be immediately available to the public for inspection and copying (see “Where You Can Find More Information” elsewhere in this prospectus). Except during the year that our registration statement becomes effective, these reporting obligations may (in our discretion) be automatically suspended under Section 15(d) of the Exchange Act if we have less than 300 shareholders and do not file a registration statement on Form 8A (which we have no current plans to file).

If this occurs after the year in which our registration statement becomes effective, we will no longer be obligated to file periodic reports with the SEC and your access to our business information would then be even more restricted. After this registration statement on Form S-1 becomes effective, we will be required to deliver periodic reports to security holders. However, we will not be required to furnish proxy statements to security holders and our directors, officers and principal beneficial owners will not be required to report their beneficial ownership of securities to the SEC pursuant to Section 16 of the Exchange Act. Previously, a company with more than 500 shareholders of record and $10 million in assets had to register under the Exchange Act. However, the JOBS Act raises the minimum shareholder threshold from 500 to either 2,000 persons or 500 persons who are not “accredited investors” (or 2,000 persons in the case of banks and bank holding companies). The JOBS Act excludes securities received by employees pursuant to employee stock incentive plans for purposes of calculating the shareholder threshold. This means that access to information regarding our business and operations will be limited.

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Our election not to opt out of JOBS Act extended accounting transition period may not make our financial statements easily comparable to other companies.

Pursuant to the JOBS Act of 2012, as an emerging growth company we can elect to opt out of the extended transition period for any new or revised accounting standards that may be issued by the PCAOB or the SEC. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the application date for private companies. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards. As of present, there are no new or revised accounting standards that have been issued by the PCAOB or the SEC applicable to us for which we have adopted the application date for private companies.

The JOBS Act will also allow us to postpone the date by which we must comply with certain laws and regulations intended to protect investors and to reduce the amount of information provided in reports filed with the SEC. The recently enacted JOBS Act is intended to reduce the regulatory burden on emerging growth companies. The Registrant meets the definition of an emerging growth company and so long as it qualifies as an “emerging growth company,” it will, among other things:

· be exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that its independent registered public accounting firm provide an attestation report on the effectiveness of its internal control over financial reporting;

· be exempt from the “say on pay” provisions (requiring a non-binding shareholder vote to approve compensation of certain executive officers) and the “say on golden parachute” provisions (requiring a non-binding shareholder vote to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of the Dodd-Frank Act and certain disclosure requirements of the Dodd-Frank Act relating to compensation of its chief executive officer;

· be permitted to omit the detailed compensation discussion and analysis from proxy statements and reports filed under the Securities Exchange Act of 1934 and instead provide a reduced level of disclosure concerning executive compensation; and

· be exempt from any rules that may be adopted by the Public Registrant Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor’s report on the financial statements.

We intend to take advantage of some or all of the reduced regulatory and reporting requirements that will be available to it so long as it qualifies as an “emerging growth company”. We have elected not to opt out of the extension of time to comply with new or revised financial accounting standards available under Section 102(b) of the JOBS Act. Among other things, this means that the Registrant’s independent registered public accounting firm will not be required to provide an attestation report on the effectiveness of our internal control over financial reporting so long as it qualifies as an emerging growth company, which may increase the risk that weaknesses or deficiencies in the internal control over financial reporting go undetected. Likewise, so long as it qualifies as an emerging growth company, we may elect not to provide certain information, including certain financial information and certain information regarding compensation of executive officers that would otherwise have been required to provide in filings with the SEC, which may make it more difficult for investors and securities analysts to evaluate the Registrant. As a result, investor confidence and the market price of our common stock may be adversely affected.

As a result, investor confidence and the market price of our common stock may be adversely affected.

We have incurred, and will continue to incur, increased costs, and are subject to additional regulations and requirements as a result of being a public company, which could lower our profits or make it more difficult to run our business.

As a public company, we have incurred and will continue to incur significant legal, accounting and other expenses that we did not incur as a private company, including costs associated with public company reporting requirements. We have also incurred and will continue to incur costs associated with the Sarbanes-Oxley Act of 2002, or Sarbanes-Oxley Act, and related rules implemented by the SEC. The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. These rules and regulations have increased, and will increase, our legal and financial compliance costs and make some activities more time-consuming and costly. These laws and regulations also could make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as our executive officers. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our common stock, fines, sanctions and other regulatory action and potentially civil litigation.

If our shares are quoted on the OTCQB, we will be required to remain current in our filings with the SEC and meet other obligations, the failure of which could result in removal from the OTCQB quotation service.

There is no guarantee that our common stock will ever be quoted on the OTCQB. However, in the event that our shares are quoted on the OTCQB, we will be required to remain current in our filings with the SEC and, for eligibility on the OTCQB, we must maintain a stock price above $0.01 per share and pay annual dues. In the event that we become delinquent in these requirements, we may be relegated to an inferior quotation service or quotation of our common stock could be terminated. If our shares are not eligible for quotation on the OTCQB, investors in our common stock may find it difficult to sell their shares.

RISKS RELATED TO OUR SECURITIES

An investment in our shares is highly speculative.

The shares of our common stock are highly speculative in nature, involve a high degree of risk and should be purchased only by persons who can afford to lose the entire amount invested in the common stock. Before purchasing any of the shares of common stock, you should carefully consider the risk factors contained herein relating to our business and prospects. If any of the risks presented herein actually occur, our business, financial condition or operating results could be materially adversely affected. In such case, the trading price of our common stock could decline and you may lose all or part of your investment.

The market price of our Common Stock may fluctuate significantly in the future.

If our application to trade our Common Stock on the OTCQB is approved, we expect that the market price of our Common Stock may fluctuate in response to one or more of the following factors, many of which are beyond our control:

· competitive pricing pressures;

· our ability to market our services on a cost-effective and timely basis;

· changing conditions in the market;

· changes in market valuations of similar companies;

· stock market price and volume fluctuations generally;

· regulatory developments;

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· fluctuations in our quarterly or annual operating results;

· additions or departures of key personnel; and

· future sales of our Common Stock or other securities.

The price at which you purchase shares of our Common Stock may not be indicative of the price that will prevail in the trading market. Shareholders may experience wide fluctuations in the market price of our securities. These fluctuations may have a negative effect on the market price of our securities and may prevent a shareholder from obtaining a market price equal to the purchase price such shareholder paid when the shareholder attempts to sell our securities in the open market. In these situations, the shareholder may be required either to sell our securities at a market price, which is lower than the purchase price the shareholder paid, or to hold our securities for a longer period of time than planned. An inactive or low trading market may also impair our ability to raise capital by selling shares of capital stock. You may be unable to sell your shares of Common Stock at or above your purchase price, which may result in substantial losses to you and which may include the complete loss of your investment. Any of the risks described above could adversely affect our sales and profitability and also the price of our Common Stock.

Because we do not intend to pay any dividends on our common stock, investors seeking dividend income or liquidity should not purchase shares of our common stock in this offering.

We do not currently anticipate declaring and paying dividends to our stockholders in the foreseeable future. It is our current intention to apply net earnings, if any, in the foreseeable future to increasing our working capital. Prospective investors seeking or needing dividend income or liquidity should, therefore, not purchase our common stock. We currently have no material revenues and a history of losses, so there can be no assurance that we will ever have sufficient earnings to declare and pay dividends to the holders of shares of our common stock, and in any event, a decision to declare and pay dividends is at the sole discretion of our board of directors, which currently does not intend to pay any dividends on shares of our common stock for the foreseeable future.

FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our stock.

FINRA has adopted rules that require broker-dealers to have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may have the effect of reducing the level of trading activity and liquidity of our common stock. Further, many brokers charge higher transactional fees for penny stock transactions. As a result, fewer broker-dealers may be willing to make a market in our common stock, which may limit your ability to buy shares of our common stock.

Because we do not have a nominating, audit or compensation committee, shareholders will have to rely on the entire board of directors, no members of which are independent, to perform these functions.

We do not have a nominating, audit or compensation committee or any such committee comprised of independent directors.    The board of directors as a whole performs these functions.  No members of the board of directors are independent directors.  Thus, there is a potential conflict in that board members who are also part of management will participate in discussions concerning management compensation and audit issues that may affect management decisions.

We have authorized the issuance of preferred stock that our Board of Directors may provide for certain preferences.

Our board of directors is authorized to issue up to 10,000,000 shares of $0.001 par value preferred stock. The board of directors has the power to establish the dividend rates, liquidation preferences, and voting rights of any series of preferred stock, and these rights may be superior to the rights of holders of the Shares. The board of directors may also establish redemption and conversion terms and privileges with respect to any shares of preferred stock. Any such preferences may operate to the detriment of the rights of the holders of the Shares, and further, could be used by the board of directors as a device to prevent a change in our control. No such preferred shares or preferences have been issued to date, but such shares or preferences may be issued at a later time, subject to the sole discretion of the board of directors.

There is no public trading market for our common stock and an active market may never develop.

There is no established public trading marketing for our Common Stock and there can be no assurance that one will ever develop. Market liquidity will depend on the perception of our operating business and any steps that our management might take to bring us to the awareness of investors. There can be no assurance given that there will be any awareness generated. Consequently, investors may be unable to liquidate their investment or liquidate it at a price that reflects the value of the business. As a result, holders of our securities may not find purchasers for our securities should they to sell securities held by them. Consequently, only investors having no need for liquidity in their investment should purchase our securities and who can hold our securities for an indefinite period of time.

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Our Chief Executive Officer and Chief Financial Officer own a significant percentage of our outstanding voting securities, which could reduce the ability of minority shareholders to effect, certain corporate actions.

Our Chief Executive Officer and Chief Financial Officer collectively own 76.1% of our outstanding voting securities. As a result, currently, and after the offering, he will possess a significant influence and can elect a majority of our board of directors and authorize or prevent proposed significant corporate transactions. Their ownership and control may also have the effect of delaying or preventing a future change in control, impeding a merger, consolidation, takeover or other business combination or discourage a potential acquirer from making a tender offer.

The offering price of the common stock was determined based on the price of our private offering and should not be used as an indicator of the future market price of the securities.

Since our shares are not listed or quoted on any exchange or quotation system, the offering price of $0.10 per share for the shares of common stock was determined based on the price of our private offering. The facts considered in determining the offering price were our financial condition and prospects, our limited operating history and the general condition of the securities market. The offering price bears no relationship to the book value, assets or earnings of our company or any other recognized criteria of value. The offering price should not be regarded as an indicator of the future market price of the securities.

If securities analysts do not publish research or reports about our business or if they downgrade or provide negative outlook on our stock or our sector, our stock price and trading volume could decline.

The trading market for our common stock relies in part on the research and reports that industry or financial analysts publish about our business or us. We do not control these analysts. Furthermore, if one or more of the analysts who do cover us downgrade or provide negative outlook on our stock or our industry, or the stock of any of our competitors, or publish inaccurate or unfavorable research about our business, the price of our stock could decline. If one or more of these analysts ceases coverage of our business or fail to publish reports on us regularly, we could lose visibility in the market, which in turn could cause our stock price or trading volume to decline.

The market for penny stock has suffered in recent years from patterns of fraud and abuse

Stockholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse.  Our management is aware of the abuses that have occurred historically in the penny stock market.  Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities.  The occurrence of these patterns or practices could increase the volatility of our share price.

Our shares may not become eligible to be traded electronically, which would result in brokerage firms being unwilling to trade them.

If we become able to have our shares of common stock listed on the, we will then try, through a broker-dealer and its clearing firm, to become eligible with the Depository Trust Company ("DTC") to permit our shares to trade electronically. If an issuer is not "DTC-eligible," then its shares cannot be electronically transferred between brokerage accounts, which, based on the realities of the marketplace as it exists today, means that shares of a company will not likely be traded.

Future sales and issuances of our capital stock or rights to purchase capital stock could result in additional dilution of the percentage ownership of our stockholders and could cause our stock price to decline.

We may issue additional securities following the completion of this offering. Future sales and issuances of our capital stock or rights to purchase our capital stock could result in substantial dilution to our existing stockholders. We may sell common stock, convertible securities and other equity securities in one or more transactions at prices and in a manner as we may determine from time to time. If we sell any such securities in subsequent transactions, investors may be materially diluted. New investors in such subsequent transactions could gain rights, preferences and privileges senior to those of holders of our common stock.

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In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as regulatory and governing bodies provide new guidance. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business may be adversely affected.

We also expect that being a public company and these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.

As a result of disclosure of information in this prospectus and in filings required of a public company, our business and financial condition will become more visible, which we believe may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business and results of operations could be adversely affected, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and adversely affect our business and results of operations.

Any market that develops in shares of our common stock will be subject to the penny stock regulations and restrictions pertaining to low priced stocks that will create a lack of liquidity and make trading difficult or impossible.

The trading of our securities, if any, will be in the over-the-counter market, which is commonly referred to as the OTCQB as maintained by FINRA. As a result, an investor may find it difficult to dispose of, or to obtain accurate quotations as to the price of our securities.

Rule 3a51-1 of the Exchange Act establishes the definition of a “penny stock,” for purposes relevant to us, as any equity security that has a minimum bid price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to a limited number of exceptions that are not available to us. It is likely that our shares will be considered to be penny stocks for the immediately foreseeable future. This classification severely and adversely affects any market liquidity for our common stock.

For any transaction involving a penny stock, unless exempt, the penny stock rules require that a broker or dealer approve a person’s account for transactions in penny stocks and the broker or dealer receive from the investor a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person’s account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience and objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and that that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, which, in highlight form, sets forth:

- the basis on which the broker or dealer made the suitability determination, and

- that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Disclosure also has to be made about the risks of investing in penny stock in both public offerings and in secondary trading and commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Additionally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Because of these regulations, broker-dealers may not wish to engage in the above-referenced necessary paperwork and disclosures and/or may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of selling shareholders or other holders to sell their shares in any secondary market and have the effect of reducing the level of trading activity in any secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities, if and when our securities become publicly traded. In addition, the liquidity for our securities may decrease, with a corresponding decrease in the price of our securities. Our shares, in all probability, will be subject to such penny stock rules for the foreseeable future and our shareholders will, in all likelihood, find it difficult to sell their securities.

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Any trading market that may develop may be restricted by virtue of state securities “Blue Sky” laws that prohibit trading absent compliance with individual state laws. These restrictions may make it difficult or impossible to sell shares in those states.

There is currently no established public market for our common stock, and there can be no assurance that any established public market would develop in the foreseeable future. Transfer of our common stock may also be restricted under the securities or securities regulations laws promulgated by various states and foreign jurisdictions, commonly referred to as “Blue Sky” laws. Absent compliance with such individual state laws, our common stock may not be traded in such jurisdictions. Because the securities registered hereunder have not been registered for resale under the blue sky laws of any state, the holders of such shares and persons who desire to purchase them in any trading market that might develop in the future, should be aware that there may be significant state blue sky law restrictions upon the ability of investors to sell the securities and of purchasers to purchase the securities. These restrictions prohibit the secondary trading of our common stock. We currently do not intend to and may not be able to qualify securities for resale in at least 17 states which do not offer manual exemptions (or may offer manual exemptions but may not to offer one to us if we are considered to be a shell company at the time of application) and require shares to be qualified before they can be resold by our shareholders. Accordingly, investors should consider the secondary market for our securities to be a limited one.

The forward-looking statements contained in this Prospectus report may prove incorrect.

This Prospectus contains certain forward-looking statements, including among others: (i) anticipated trends in our financial condition and results of operations; (ii) our business strategy for expanding our business through regional centers; and (iii) our ability to distinguish ourselves from our current and future competitors. These forward-looking statements are based largely on our current expectations and are subject to a number of risks and uncertainties. Actual results could differ materially from these forward-looking statements. In addition to the other risks described elsewhere in this "Risk Factors" discussion, important factors to consider in evaluating such forward-looking statements include: (i) changes to external competitive market factors or in our internal budgeting process which might impact trends in our results of operations; (ii) anticipated working capital or other cash requirements; (iii) changes in our business strategy or an inability to execute our strategy due to unanticipated changes in the credit industry; and (iv) various competitive factors that may prevent us from competing successfully in the marketplace. In light of these risks and uncertainties, many of which are described in greater detail elsewhere in this "Risk Factors" discussion, there can be no assurance that the events predicted in forward-looking statements contained in this Prospectus will, in fact, transpire.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The information contained in this prospectus, including in the documents incorporated by reference into this prospectus, includes some statements that are not purely historical and that are “forward-looking statements.” Such forward-looking statements include, but are not limited to, statements regarding us and our management’s expectations, hopes, beliefs, intentions or strategies regarding the future, including our financial condition, results of operations, and the expected impact of the offering on our financial performance. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” and similar expressions, or the negatives of such terms, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this prospectus are based on current expectations and beliefs concerning future developments and the potential effects on us. There can be no assurance that future developments actually affecting us will be those anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.

USE OF PROCEEDS

We will not receive any proceeds from the sale of Common Stock by the selling security holders. All of the net proceeds from the sale of our Common Stock will go to the selling security holders as described below in the sections entitled “Selling Security Holders” and “Plan of Distribution.” We have agreed to bear the expenses relating to the registration of the Common Stock for the selling security holders.

DETERMINATION OF OFFERING PRICE

Since our Common Stock is not listed or quoted on any exchange or quotation system, the offering price of the shares of Common Stock was determined by the price of the Common Stock that was sold to our security holders pursuant to an exemption under Section 4(2) and Rule 506(b) of Regulation D promulgated under the Securities Act.

The prices at which the shares or common stock covered by this prospectus may actually be sold will be determined by the prevailing public market price for shares of common stock, by negotiations between the selling security holders and buyers of our common stock in private transactions or as otherwise described in “Plan of Distribution.”

The offering price of the shares of our common stock does not necessarily bear any relationship to market value, our book value, assets, past operating results, financial condition or any other established criteria of value.

Although our common stock is not listed on a public exchange, we will be filing a 15c2-11 application with otcmarkets to obtain a quotation on the OTCQB. In order to be quoted on the OTCQB, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Bulletin Board, nor can there be any assurance that such an application for quotation will be approved.

In addition, there is no assurance that our common stock will trade at any certain market price, as prices for the common stock in any public market, which may develop, will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity.

In addition, there is no assurance that our Common Stock will trade at market prices in excess of the initial offering price as prices for the Common Stock in any public market which may develop will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity.

DILUTION

The Common Stock to be sold by the selling stockholders as provided in the “Selling Security Holders” section is currently issued Common Stock. Accordingly, there will be no dilution to our existing stockholders. 

EXPENSES OF REGISTRATION

We are bearing all costs relating to the registration of the shares of common stock offered hereby. These expenses are estimated to be $56,022.84, including, but not limited to, legal, accounting and printing.

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DIVIDEND POLICY

We have never declared dividends or paid cash dividends on our common stock and our board of directors does not intend to distribute dividends in the near future. The declaration, payment and amount of any future dividends will be made at the discretion of the board of directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors as the board of directors considers relevant. There is no assurance that future dividends will be paid, and, if dividends are paid, there is no assurance with respect to the amount of any such dividend.

SELLING SECURITY HOLDERS

The selling security holders named in this prospectus are offering 2,267,810 common stock shares. We will not receive any proceeds from the sale of shares being sold by selling security holders.

The following table sets forth the names of the selling security holders and the number of shares of Common Stock beneficially owned by each of the selling security holders as of August 9, 2016. 26 of the selling security holders acquired their shares through a cash purchase of shares in a private placement, 1 selling security holder acquired the shares for services (Twin Harbor Web Solutions) and 2 selling security holders (Emerging Markets Consulting, LLC and Rainmaker Group Consulting, LLC) purchased their shares in stock purchase agreements.

The shares being offered hereby are being registered to permit public secondary trading, and the selling security holders may offer all or part of the shares for resale from time to time. However, the selling security holders are under no obligation to sell all or any portion of such shares nor are the selling security holders obligated to sell any shares immediately upon effectiveness of this prospectus. The selling security holders have furnished all information with respect to share ownership.

Name	Shares Beneficially Owned Prior to Offering		Shares to be Offered		Amount Beneficially Owned After Offering %
Rainmaker Group Consulting, LLC(1)		1,875,000		375,000		6.3
Emerging Markets Consulting LLC(2)		1,875,000		475,000		5.9
Renier Botha		300,000		300,000		0
Michael D. Dewing		10,000		10,000		0
Mary Catharine Hamill		100,000		100,000		0
Karel van der Walt		1,000		1,000		0
Freddie Louw		30,000		30,000		0
Jan-Daniel Bester		4,100		4,100		0
Gilbert Ryan Dekenah		35,000		35,000		0
Frank V. Salerno		10,000		10,000		0
Benjamin J. Kreitl		15,000		15,000		0
Anso Mollett		6,000		6,000		0
Maciej Damian Bernot		10,000		10,000		0
Daniel P. McLoughlin		6,000		6,000		0
Rich Larkin		25,000		25,000		0
Anri Bernot		2,000		2,000		0
David D. Darrow		25,000		25,000		0
Fourier Systems (PTY) Ltd. (3)		210,000		210,000		0
Maria Jose De Oliviera		1,260		1,260		0
Rich Larkin		25,000		25,000		0
RB Hand		2,450		2,450		0
Anthony Corgne		10,000		10,000		0
APC Nieuwoudt		300,000		300,000		0
Robert L. Beckman		25,000		25,000		0
Rob Wamsley		25,000		25,000		0
Dr. Kevin L. Ziffra		100,000		100,000		0
Vickus de Jager		100,000		100,000		0
Twin Harbor Web Solutions Inc.(4)		30,000		30,000		0
Linda Hammond		10,000		10,000		0
Total		5,058,810		2,267,810

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(1) The principal of Emerging Markets Consulting, LLC is James S. Painter, III who has sole dispositive and voting power over the shares. Emerging Markets Consulting has a consulting agreement and a stock purchase agreement with us, the details of which are described under our Material Agreements section beginning on page 38.  Emerging Markets Consulting is a beneficial owner as disclosed at page 48.

(2) The principal of Rainmaker Group Consulting, LLC is James Cohen, Jr. who has sole dispositive and voting power over the shares. Rainmaker Group Consulting has a consulting agreement and a stock purchase agreement with us, the details of which are described under our Material Agreements section beginning on page 38. Rainmaker Group Consulting is a beneficial owner as disclosed at page 48.

(3) The principal of Fourier Systems (PTY) Ltd. Is William Raubenheimer who has sole dispositive and voting power over the shares. We have an agreement with Fourier Systems providing for software services, the details of which are described under our Material Agreements section beginning on page 38.

(4) The principal of Twin Harbor Web Solutions, Inc. is Michael McCloy who has sole dispositive and voting power over the shares. We have an agreement with Twin Harbor Web Solutions providing for website development and hosting services, described under our Material Agreements section beginning on page 38.

Except as otherwise defined above, none of the selling shareholders or their beneficial owners:

- has had a material relationship with us other than as a shareholder at any time within the past three years; or

- has ever been one of our officers or directors or an officer or director of our predecessors or affiliates.

- are broker-dealers or affiliated with broker-dealers.

We have no agreements with any selling shareholder pursuant to which the shares subject to this registration statement were issued.

PLAN OF DISTRIBUTION

Shares Offered by the Selling Stockholders

The selling security holders may sell some or all of their common stock shares up to 2,267,810 at a fixed price of $0.10 per share until our shares are quoted on the OTCQB and thereafter at prevailing market prices or privately negotiated prices.

Prior to being quoted on the OTCQB, shareholders may sell their shares in private transactions to other individuals. We will be filing to obtain a quotation on the OTCQB. In order to be quoted on the OTCQB a market maker must file an application and other necessary documents with the Financial Industry Regulatory Authority (“FINRA”) on our behalf in order to make a market for our common stock. We have not yet engaged a market maker to file such application... There cannot be any assurance that such an application for quotation will be approved. However, sales by selling security holder must be made at the fixed price of $0.10 until a market develops for the stock.

Once a market has developed for our common stock, the shares may be sold or distributed from time to time by the selling stockholders, who may be deemed to be underwriters, directly to one or more purchasers or through brokers or dealers who act solely as agents, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices, which may be changed. The distribution of the shares may be effected in one or more of the following methods:

- ordinary brokers transactions, which may include long or short sales,

- transactions involving cross or block trades on any securities or market where our common stock is trading, market where our common stock is trading,

- through direct sales to purchasers or sales effected through agents,

- through transactions in options, swaps or other derivatives (whether exchange listed of otherwise), or exchange listed or otherwise), or

- any combination of the foregoing.

In addition, the selling stockholders may enter into hedging transactions with broker-dealers who may engage in short sales, if short sales were permitted, of shares in the course of hedging the positions they assume with the selling stockholders. The selling stockholders may also enter into option or other transactions with broker-dealers that require the delivery by such broker-dealers of the shares, which shares may be resold thereafter pursuant to this prospectus. None of the selling security holders are broker-dealers or affiliates of broker dealers.

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We will advise the selling security holders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling security holders and their affiliates. In addition, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling security holders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling security holders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.

Brokers, dealers, or agents participating in the distribution of the shares may receive compensation in the form of discounts, concessions or commissions from the selling stockholders and/or the purchasers of shares for whom such broker-dealers may act as agent or to whom they may sell as principal, or both (which compensation as to a particular broker-dealer may be in excess of customary commissions). Neither the selling stockholders nor we can presently estimate the amount of such compensation. We know of no existing arrangements between the selling stockholders and any other stockholder, broker, dealer or agent relating to the sale or distribution of the shares. We will not receive any proceeds from the sale of the shares of the selling security holders pursuant to this prospectus.

DESCRIPTION OF SECURITIES

Authorized Capital Stock

We are authorized to issue 100,000,000 shares of Common Stock, $0.001 par value per share. Currently, we have 23,815,310 shares of Common Stock issued and outstanding.

Common Stock

Each share of Common Stock shall have one (1) vote per share for all purposes. Our Common Stock does not provide preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights. Our Common Stock holders are not entitled to cumulative voting for election of Board members.

Each share of our Common Stock entitles its holder to one vote in the election of each director and on all other matters voted on generally by our stockholders. Holders of our Common Stock will be entitled to dividends in such amounts and at such times as our Board of Directors in its discretion may declare out of funds legally available for the payment of dividends. We currently intend to retain our entire available discretionary cash flow to finance the growth, development and expansion of our business and do not anticipate paying any cash dividends on the Common Stock in the foreseeable future. Any future dividends will be paid at the discretion of our Board of Directors.

There is presently no public market for our shares of Common Stock. We anticipate applying for quoting of our Common Stock on the OTCQB upon the effectiveness of the registration statement of which this prospectus forms apart. We can provide no assurance that our shares of Common Stock will be quoted on the OTCQB or, if quoted, that a public market will materialize.

Preferred Stock

We are authorized to issue 10,000,000 preferred shares, no shares of which are outstanding and no rights and preferences of which have been established.

Dividend Rights

Shareholders will share ratably in any dividend declaration. We have no plans to declare dividends in the foreseeable future.

Warrants and Options

We have 0 warrants outstanding. Pursuant to agreements with Emerging Markets, Rainmaker and Ferdinand Laburschagne, as detailed in our Material Agreements Section beginning on page 38, in the future we are required to issue a total of 2,020,000 warrants.

We have no options outstanding.

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Transfer Agent and Registrar

Our transfer agent is VStock Transfer, LLC, 18 Lafayette Place, Woodmere, New York 11598

Penny Stock Considerations

Our shares will be "penny stocks", as that term is generally defined in the Securities Exchange Act of 1934 to mean equity securities with a price of less than $5.00. Thus, our shares will be subject to rules that impose sales practice and disclosure requirements on broker-dealers who engage in certain transactions involving a penny stock.

Under the penny stock regulations, a broker-dealer selling a penny stock to anyone other than an established customer must make a special suitability determination regarding the purchaser and must receive the purchaser's written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt.

In addition, under the penny stock regulations, the broker-dealer is required to:

- Deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Securities and Exchange Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt;

- Disclose commissions payable to the broker-dealer and our registered representatives and current bid and offer quotations for the securities;

- Send monthly statements disclosing recent price information pertaining to the penny stock held in a customer's account, the account's value, and information regarding the limited market in penny stocks; and

- Make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction, prior to conducting any penny stock transaction in the customer's account.

Because of these regulations, broker-dealers may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of selling shareholders or other holders to sell their shares in the secondary market, and have the effect of reducing the level of trading activity in the secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities, if our securities become publicly traded. In addition, the liquidity for our securities may be decreased, with a corresponding decrease in the price of our securities. Our shares will be subject to such penny stock rules and our shareholders will, in all likelihood, find it difficult to sell their securities.

OTCQB Qualification for Quotation

To have our shares of common stock on the OTCQB, a market maker must file an application on our behalf in order to make a market for our common stock. We have engaged in preliminary discussions with a FINRA Market Maker to file our application on Form 211 with FINRA, but as of the date of this Prospectus, no filing has been made. Based upon our counsel's prior experience, we anticipate that after this registration statement is declared effective, it will take approximately two (2) to eight (8) weeks for FINRA to issue a trading symbol and allow sales of our common stock under Rule 144.

Sales of Our Common Stock Under Rule 144

We presently have 23,815,310 common shares outstanding. Of these shares, 5,475,310 common shares are held by non-affiliates and 18,340,000 common shares are held by affiliates, which Rule 144 of the Securities Act of 1933 defines as restricted securities.

We are registering 2,267,810 shares held by non-affiliates in this offering. We are not registering shares held by affiliates in this offering. The remaining non-affiliate shares as well as all of the affiliates’ shares will be subject to the resale restrictions of Rule 144. In general, persons holding restricted securities, including affiliates, must hold their shares for a period of at least six (6) months, may not sell more than one percent (1%) of the total issued and outstanding shares in any ninety (90) day period, and must resell the shares in an unsolicited brokerage transaction at the market price. The availability for sale of substantial amounts of common stock under Rule 144 could reduce prevailing market prices for our securities.

INTEREST OF NAMED EXPERTS

Frederick M. Lehrer, P. A. is passing upon the legality of the shares offered under this registration statement. Frederick M. Lehrer currently owns no shares of our common stock, but has contracted to provide us with post-public services in return for a monthly cash fee of $1,500 and 100,000 restricted common stock shares, the shares of which will not be issued until we receive an Effectiveness Notice from the SEC, if ever.

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Our consolidated financial statements for the fiscal years ended February 29, 2016 and February 28, 2015 included in this prospectus and the registration statement have been audited by Frazier & Deeter, LLC, an independent registered public accounting firm, to the extent and for the periods set forth in their report appearing elsewhere herein and in the registration statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

DESCRIPTION OF BUSINESS

Organization

We were incorporated in the state of Nevada on July 8, 2015. On November 4, 2015, we conducted the Share Exchange with Rent Pay, which became our wholly owned subsidiary

Industry Background

United States

According to industry data the payday loan industry in the US is a $35 billion dollar per annum industry and services of approximately 19 million active customers on a weekly, bi-weekly or monthly basis through 20,600 registered branches or storefronts credit facilities (source is the Community Financial Services Association, which may be accessed at http://cfsaa.com/Portals/0/cfsa2015_conference/powerpoints/CFSA2015_THURSDAY_BOSession_Orchid_945am_TheStateofShortTermLending_Hecht.pdf

South Africa

In South Africa, the microfinance industry has shown significant growth over the past decade and has moved to a more mature phase, with a more consistent regulatory framework in place for the past 10 years. According to industry data in 2013, the microfinance industry is a $2.01 billion per year industry in South Africa, controlled by the majority 4000 private micro lenders that yield on average 17 Million transactions per annum (Source is the National Credit Regulator, which may be accessed at http://www.ncr.org.za/publications/NCR%20AR%202014%20lr.pdf.

Our Mission

Our mission is to provide loan administration software to credit providers, retail stores, provisional service industry (doctors, lawyers, accountants) with a high quality credit management software systems and customer support that will enable such industries to effectively operate and manage their business and credit risk and be in compliance with applicable US federal and state laws and the National Credit Act in South Africa.

Products and Services

South African Business Operation:

Our South African Subsidiary, Rent Pay (Pty) Ltd currently provides a web based client and loan administration software platform, the Automated Credit Provider Administration System to registered lenders in South Africa, which we market under the name “ACPAS”.

Our customer base consists of customers with physical branch outlets as well as online customers with lending websites.  ACPAS was designed to bridge the gap between traditional standalone administration platforms, payment gateways, credit bureaus and other third party service providers through this fully automated software platform.

We provide a cloud-based loan origination software system that is compliant with all applicable legislation and we enable our customers to grant loans, sell products, pay bills or pay monthly subscriptions on terms, all within our software system.  Our software platform features integrated third party service providers such as registered payment gateways, credit bureaus, two-way texting, credit protection insurance and decision making platforms. We also develop tailor-made web sites for our customers, on demand, based on their needs, that is fully integrated with our ACPAS system. Our system also includes basic accounting and bookkeeping functionality.

Products in South Africa

1. Loan Origination System

ACPAS – Automated Credit Provider Administration System. This is our management software system that we lease to our customers on a monthly basis. Our customers use this platform to manage their businesses, clients and processes.

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2. EVO Business Online

Customized websites that we develop for our customers. These websites are fully integrated with our ACPAS system that provides our customers with a public platform to interact and transact with their clients on a daily basis.

3. Credit Enquiries

We are a reseller of credit bureau products. We provide our customers with a base within the ACPAS software system to conduct consumer credit inquiries on consumers in order to make informed credit decisions whether or not to grant credit to a particular applicant. We buy these credit enquiries in bulk from the credit bureau and resell the transactions to our customers at a markup price.

4. Credit Protection Insurance

We act as an agent for a registered insurance company and provide our customers with functionality within the ACPAS software system that enables our customers to sell credit protection insurance to consumers when taking out credit. We receive monthly commission on all insurance sales generated through our system.

5. Debit order transaction fees

In South Africa, we are a registered Third Party Payment Provider (TPPP) and charge a fee for debit order transactions that we facilitate between parties. This is a percentage-based fee that we charge for every installment due for repayment, that we successfully collect by debit order from the bank account of a consumer for the benefit of our customers and is more fully explained in our Revenue section below.

US Planned Business Operation:

We are a holding company for our South Africa and US operations. We have not yet launched our US based software.

Our developers are working on the necessary changes and development needed to customize our system for the US environment, which is anticipated to be complete by November 2016. Once complete, we will provide a web based client and loan administration software platform to registered lenders in the US. Our customer base will consist of customers with physical storefronts as well as online customers with lending websites.  We plan to also offer our US customers a fully automated software platform that will offer integrations with all relevant role-players and services in the US small dollar loan industry.

We will provide a cloud-based loan origination software system that will be compliant with all applicable state and federal legislation and will enable our customers to grant loans, sell products, pay bills or pay monthly subscriptions on terms, all within our software system.  Our software platform will feature integrated third party service providers such as registered payment gateways, credit bureaus, two-way texting, credit protection insurance and decision making platforms in the US. We will also develop tailor-made web sites for our customers on demand, based on their needs, that is fully integrated with our system.

Planned products in the USA

1. Loan Origination System

ACPAS – Automated Credit Provider Administration System. This is our management software system that we will lease to our customers on a monthly basis. Our customers will use this platform to manage their businesses, clients and processes.

2. EVO Business Online

Customized websites that we will develop for our customers. These websites will be fully integrated with our ACPAS system that provides our customers with a public platform to interact and transact with their clients on a daily basis.

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3. Credit Inquiries

We will be a reseller of credit bureau products. We will provide our customers with a base within the ACPAS software system to do consumer credit inquiries on consumers, in order to make informed credit decisions whether or not to grant credit to a particular applicant. We buy these credit enquiries in bulk from the credit bureau and resell the transactions to our customers at a markup price.

4. Credit Protection Insurance

We plan to act as an agent for a registered insurance company and to provide our customers with functionality within the ACPAS software system that will enable our customers to sell credit protection insurance to consumers when taking out credit. We should receive monthly commission on insurance sales generated through our system.

5. ACPAS Transaction fee

We will invoice our customers per transaction, for the volume of transactions effected within the ACPAS system during a month. A transaction is viewed as any agreement/loan made on the system during this period, as well as all receipts made on the system during this period.

6. Debit order transaction fees

In the US, we plan to charge a service fee for debit order transactions that we plan to facilitate between parties. This will be a percentage-based fee that we will charge for every installment due for repayment, that we successfully collect by debit order from the bank account of a consumer for the benefit of our customers.

This service will have two billing options.

· Cost to Client (CTC) -  The cost of the transaction is paid by the bank merchant’s client/consumer; and

· Cost to Merchant (CTM) - The cost of the transaction is paid by our merchant (A merchant is a registered bank merchant and in our business case, a merchant refers to our customer). 

Revenue

In the US, we plan to charge a service fee for debit order transactions between parties to credit transactions. This will be a percentage based fee that we will charge for every installment due for repayment, that we collect by debit order from the bank account of a consumer (borrower) for the benefit of our customers (lenders).

This service will have two billing options:

· Cost to Client (CTC) - The cost of the transaction is paid by the consumer; and

· Cost to Merchant (CTM) The cost of the transaction is paid by our customer. 

Planned US Revenue Segments	Dollar Amount
Monthly software license fee	$	500.00
Installation and setup (one-time charge)	$	2,500.00
ACPAS Transaction fee (per transaction)(1)	$	1.50	*

*The average ACPAS volume of transactions/per month/per branch historically has been 500 transactions

(1) Transaction Fee (CTC /CTM per successful transaction) per quote on % basis Transaction Fee (CTC /CTM per successful transaction) per quote on % basis (between 1.5% and 2.5% of transaction amount collected)

A transaction is defined as: (a) a loan created on our ACPAS platform; (b) a receipt made on our ACPAS platform.

We will also provide custom website development services on a per quote basis.

South Africa Revenue Segment	US Dollar Amount
ACPAS - Monthly License Fee	$	37.92
ACPAS Installation and Setup fee (One time charge)	$	99.53
Transaction Fee (CTC /CTM per successful transaction)		2.55% of value of $ amount collected
Ave volume of transactions/per month/per branch		300 transactions
Credit inquiries	$	0.25 per quote

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(A transaction is defined as: a successful debit order collection through our debit order platform)

We will also provide custom website development services on a per quote basis.              

Sales and Marketing Strategy US and South Africa

We provide a cloud-based loan origination software platform that enables businesses grant loans, sell products, pay bills and monthly subscription on terms. Our marketing activities to date in South Africa have primarily consisted of contacting potential sales leads and making presentations and attending a once a year conference that we attend with the Micro Finance South Africa.

With respect to our marketing campaign in both the US and South Africa, we plan to implement an all-in-one software platform that will enable us to manage and provide an inbound marketing experience to our customers. At the core of this platform will be a single inbound database that captures its customer activity throughout the customer lifecycle. The platform will use our centralized inbound database to empower us to create more personalized interactions with customers, such as personalized social media alerts, personalized websites, personalized emails and targeted alerts for sales people. This all-in-one platform is a marketing automation software solution, currently available on the market that we plan to buy and implement in our business.

With the marketing software implemented, we will use integrated applications like social media, search engine optimization, blogging, website content management, marketing automation, email, analytics and reporting to engage and attract visitors to our website and interact with potential customers throughout.

We plan to use the following marketing methods within the marketing software to implement our strategy:

Videos & Pot casts

Videos and digital media files each month will be created and posted continuously to attract viewers.

Social Media & Applications

We will use social media and apps to connect with leads and our customers on a more personal level.

Blog Posts

Create and maintain interesting blog posts to attract leads.

Webinars

We will attract potential customers by hosting webinars on interesting industry topics and by engaging with customers and potential customers face to face, by sharing quality information and having discussions on relevant industry matters.

Email Campaigns & News Letters

We will signup customers and leads interested in our product through value added newsletters and email campaigns.

Events

We will arrange in-person marketing events together with industry leaders and opinion makers that will ensure personal interaction opportunities with potential clients that could result in a high conversion rate and quality leads to follow up on.

Seasonality

We have not had a seasonal business cycle in South Africa. We do not anticipate our business in the US being materially affected by seasonality factors.

Raw Materials

We do not use raw materials in our business.

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Target Market

Our target market consists of:

· Online lenders;

· Credit facility storefronts;

· Retail establishments

· Lawyers, doctors, accountants; and

· Athletic or other clubs that charge monthly fees

Reliance Upon One or a Few Customers

During our Fiscal Year 2016, 4 customers accounted for 75% of our revenues business in South Africa, as follows: (a) 33% - Finance 27, an online lender; (b) 21% - Discount Finance, a store front lender; (c) 14% - Babereki, a payroll lender; and (d) 7% - Mpowa Finance, an online lender.

Employees

We have 11 full-time employees: (a) our 2 officers, Wouter A Fouche and Jaco C Folscher; (b) 1 project manager; (c) 1 administration manager; (d) 1 scientific programmer; (e) 5 systems engineers; and (f) 1 accounting/bookkeeping. Our scientific programmer and 5 system engineers will continue to provide support and technical assistance and modifications to our current ACPAS support development of future products and our current system All of our employees are located at our South Africa office, with the exception of Wouter A. Fouche who is located in our US headquarters at Dallas, Texas.

To be Hired Employees

As indicated in our Plan of Operations beginning at page 41, over a 12-month period, we plan to hire 8 sales representatives, 4 technical support staff members, 4 training consultants and 1 national sales manager.

Geographic Territory

Our products and services have been offered since June 2008 in all South Africa provinces and will continue to be so offered. We have not yet offered our services in the US, but intend to begin offering our products and services in November 2016, beginning with Texas and then California, Illinois, Louisiana, Alabama and South Carolina, the timing of which is contained in our Plan of Operations beginning on page 41.

Competition

Our primary competitors in the US are:

· Infinity Enterprise Lending Systems based in Invise, Nevada; and

· Epic Loan Systems based in Fort Lauderdale, Florida.

Our primary competitors in South Africa are

· Compuscan; and

· Delter.

Each of the above competitors sell credit related software that is sold to payday and other lenders.

Competitive Advantages

· We are a Cloud based system and there is no need for physical installation;

· For the past 7 years we have designed a software system that incorporates regulatory guidelines, affordability guidelines on an ongoing basis in South Africa, which we can adapt to a US software credit system;

· South Africa has a non-paying culture as evidenced by market data (www.ncr.org.za.))

Competitive Disadvantages

· Our competitors in the US and South Africa, including those mentioned above, have greater operational, financial and personnel resources than we do;

· We have not yet commenced our operations in the US;

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· We will have substantial development of our business and software program to adopt to the various states; and

· We have not tested our marketing or our product in the US.

Government Regulation

Our customers’ products and services are subject to extensive US local, state and federal regulation and South Africa regulations. The regulation of the loan products and services industry is intended primarily for the protection of consumers and is constantly in flux as new regulations are introduced and existing regulations are repealed, amended, and modified.

US Regulation

Federal

Lending Laws. 

Our customers’ businesses are subject to the federal Truth in Lending Act and its underlying regulations, known as Regulation Z, the Fair Credit Reporting Act and the Equal Credit Opportunity Act. These laws require the Company to provide certain disclosures to prospective borrowers and protect against unfair credit practices. The principal disclosures required under the Truth in Lending Act are intended to promote the informed use of consumer credit. Under the Truth in Lending Act, when acting as a lender, a company is required to disclose certain material terms related to a credit transaction, including, but not limited to, the annual percentage rate, finance charge, amount financed, total of payments, the number and amount of payments and payment due dates to repay the indebtedness. The Fair Credit Reporting Act regulates the collection, dissemination and use of consumer information, including consumer credit information. The federal Equal Credit Opportunity Act prohibits a company from discriminating against any credit applicant on the basis of any protected category, such as race, color, religion, national origin, sex, marital status or age, and requires the Company to notify credit applicants of any action taken on the individual’s credit application.

Consumer Reports and Information. 

The use of consumer reports and other personal data used in credit underwriting is governed by the Fair Credit Reporting Act and similar state laws governing the use of consumer credit information. The Fair Credit Reporting Act establishes requirements that apply to the use of “consumer reports” and similar data, including certain notifications to consumers where their loan application has been denied because of information contained in their consumer report. The Fair Credit Reporting Act requires a company to promptly update any credit information reported to a credit reporting agency about a consumer and to allow a process by which consumers may inquire about credit information furnished by a company to a consumer reporting agency.

Information-Sharing Laws. 

Our customers are also subject to the federal Fair and Accurate Credit Transactions Act, which limits the sharing of information with affiliates for marketing purposes and requires the Company to adopt written guidance and procedures for detecting, preventing and responding appropriately to mitigate identity theft and to adopt various policies and procedures and provide training and materials that address the importance of protecting non-public personal information and aid a company in detecting and responding to suspicious activity, including suspicious activity that may suggest a possible identity theft red flag, as appropriate.

Marketing Laws. 

Our customers’ advertising and marketing activities are subject to several federal laws and regulations including the Federal Trade Commission Act, which prohibits unfair or deceptive acts or practices and false or misleading advertisements in all aspects of a company’s business. In furtherance of consumer protection, the Federal Trade Commission provides guidance and enforces federal laws concerning truthful advertising and marketing practices; fair financial practices in lending, loan servicing and debt collection; and protection of sensitive consumer information. As a financial services company, any advertisements related to a company’s products must also comply with the advertising requirements set forth in the Truth in Lending Act. Also, any of a company’s telephone marketing activities must comply with the Telephone Consumer Protection Act and the Telephone Sales Rule. The Telephone Consumer Protection Act prohibits the use of automatic telephone dialing systems for communications with wireless phone numbers without the express consent of the consumer, and the Telephone Sales Rule established the Do Not Call Registry and sets forth standards of conduct for all telemarketing. A company’s advertising and marketing activities are also subject to the CAN-SPAM Act of 2003 which establishes certain requirements for commercial email messages and specifies penalties for the transmission of commercial email messages that are intended to deceive the recipient as to the source of content.

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Military Lending Laws

In July 2015, the Department of Defense published a finalized set of new rules under the Military Lending Act. The Military Lending Act (and rules previously adopted thereunder) restricts credit companies from offering its short-term unsecured credit products to members of the military or their dependents because none of the Company’s short-term unsecured credit products carry a military annual percentage rate of 36% or less. The new rule expands the scope of the credit products covered by the Military Lending Act to include certain non-purchase money loans secured by personal property or vehicles and certain unsecured installment loan products to the extent any of such products have a military annual percentage rate greater than 36The rules under the Military Lending Act contain various disclosure requirements, limitations on renewals and refinancing and other restrictions, including restrictions on the use of prepayment penalties, arbitration provisions and certain waivers of rights. The rule provides that a lender is subject to fines and other penalties if it extends credit to a member of the military or a military dependent on terms prohibited by the rule. The new rule does provide a safe harbor for a lender if it verifies a potential borrower’s military status before extending credit by checking the Department of Defense’s database or a database of a national credit-reporting agency that provides military status information. In addition, Federal law also limits the annual percentage rate on existing loans when the consumer becomes an active-duty member of the military during the life of a loan, or the spouse of an active duty member of the military during the life of the loan. In accordance with federal law, the interest rate must be reduced to 6% per year on amounts outstanding during the time in which the service member is on active duty.

Funds Transfer and Signature Authentication Laws. 

Our customers’ business is also subject to the federal Electronic Funds Transfer Act and various other laws, rules and guidelines relating to the procedures and disclosures required for debiting or crediting a debtor’s bank account relating to a consumer loan (i.e., ACH funds transfer). Furthermore, our customers are also subject to various state and federal e-signature rules mandating that certain disclosures be made and certain steps be followed in order to obtain and authenticate e-signatures.

Debt Collection Practices. 

Additionally, our customers’ CSO programs are required by both federal and some state laws to comply with the federal Fair Debt Collection Practices Act. Our customers also use the Fair Debt Collection Practices Act as a guide in connection with operating its other collection activities. Our customers are also required to comply with all applicable state collection practices laws.

Privacy and Security of Non-Public Customer Information. 

Our customers are subject to various federal and state laws and regulations relating to privacy and data security. Under these laws, including the federal Gramm-Leach-Bliley Act, our customers must disclose to consumers its privacy policy and practices, including those policies relating to the sharing of consumers’ nonpublic personal information with third parties. This disclosure must be made to consumers when the customer relationship is established and, in some cases, at least annually thereafter. These regulations also require a company to ensure that its systems are designed to protect the confidentiality of consumers’ nonpublic personal information. These regulations also dictate certain actions that it must take to notify consumers if their personal information is disclosed in an unauthorized manner.

Anti-Money Laundering and Economic Sanctions. 

Our customers are also subject to certain provisions of the USA PATRIOT Act and the Bank Secrecy Act under which a company must maintain an anti-money laundering compliance program covering certain of its business activities. In addition, the Office of Foreign Assets Control prohibits a company from engaging in financial transactions with specially designated nationals.

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Consumer Financial Protection Bureau

In July 2010, Congress enacted the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), which authorized the creation of the Consumer Financial Protection Bureau ("CFPB") to regulate a variety of consumer finance transactions. The CFPB has regulatory, supervisory, and enforcement powers over non-bank providers of consumer financial products and services, like us. The CFPB has explicit supervisory authority to: (i) examine and require registration of providers of consumer financial products and services, including providers of consumer loans such as us; (ii) adopt rules describing specified acts and practices as being "unfair," "deceptive," or "abusive," and hence unlawful; and (iii) impose recordkeeping obligations. We do not currently know the nature and extent of the rules the CFPB will consider for consumer loan products and services such as those offered by us or the timeframe in which the CFPB may consider such rules.

The CFPB has indicated that it intends to systematically gather data to obtain a complete understanding of the consumer loan market and its impact on consumers, and the CFPB has also released its Short-Term, Small-Dollar Lending Procedures, which, in conjunction with the CFPB's supervision and examination manual is the field guide CFPB examiners will use when examining small-dollar lenders such as Advance America. The CFPB's examination authority permits CFPB examiners to inspect our books and records and ask questions about our business. The CFPB's examination procedures include specific modules for examining marketing activities, loan application and origination activities, payment processing activities, sustained use by consumers, collection activities, defaults, consumer reporting and third-party relationships. We have incurred, and will continue to incur, additional expenses in an effort to monitor and comply with CFPB regulations. Althou.gh the CFPB does not have the authority to regulate fees or interest rates, it is possible that the CFPB could propose and adopt rules that would make short-term consumer lending products and services materially less profitable or even impractical to offer, which could force us to modify or terminate certain of our product offerings in the United States. The CFPB also could adopt rules imposing new and potentially burdensome requirements and limitations with respect to other consumer loan products and services. Any such rules may have a material adverse effect on our business, results of operations, and financial condition or could make the continuance of all or part of our current U.S. business impractical or unprofitable.

In addition to the Dodd-Frank Act's grant of regulatory and supervisory powers to the CFPB, the Dodd-Frank Act gives the CFPB authority to pursue administrative proceedings or litigation for violations of federal consumer financial laws (including the CFPB's own rules). In these proceedings, the CFPB can obtain cease and desist orders (which can include orders for restitution or rescission of contracts, as well as other kinds of affirmative relief) and monetary penalties ranging from $5,000 per day for ordinary violations of federal consumer financial laws to $25,000 per day for reckless violations and $1 million per day for knowing violations. Also, where a company has violated Title X of the Dodd-Frank Act or CFPB regulations implemented under Title X of the Dodd-Frank Act, the Dodd-Frank Act empowers state attorneys general and state regulators to bring civil actions for the kind of cease and desist orders available to the CFPB. If the CFPB or one or more state officials believe that we have violated any of the applicable laws or regulations, they could exercise their enforcement powers in ways that could have a material adverse effect on our business, results of operations, and financial condition.

Other Federal Laws

Our customers’ products and services are subject to a variety of other federal laws and regulations, such as the Truth-in-Lending Act ("TILA"), the Equal Credit Opportunity Act ("ECOA"), the Fair Credit Reporting Act ("FCRA"), the Fair Debt Collection Practices Act ("FDCPA"), the Gramm-Leach-Bliley Act ("GLBA"), the Bank Secrecy Act, the Money Laundering Control Act of 1986, the Money Laundering Suppression Act of 1994, and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (the "PATRIOT Act"), and the regulations promulgated under each. Among other things, these laws require disclosure of the principal terms of each transaction to every customer, prohibit misleading advertising, protect against discriminatory lending practices, and proscribe unfair credit practices. TILA and Regulation Z, adopted under TILA, require disclosure of, among other things, the pertinent elements of consumer credit transactions, including the dollar amount of the finance charge and the charge expressed in terms of an annual percentage rate.

Our customers’ marketing efforts and representations made about their loan advances are subject to federal and state unfair and deceptive practices statutes. The Federal Trade Commission ("FTC") enforces the Federal Trade Commission Act and the state attorneys general and private plaintiffs enforce the analogous state statutes.

Federal Legislative Proposals

Various anti-cash advance legislation has been proposed or introduced in the U.S. Congress. Federal and state legislators continue to receive pressure from consumer advocates and other industry opposition groups to adopt such legislation. In 2008 and 2009, bills were introduced in the U.S. Congress that would have placed a cap of 36% on the effective annual percentage rate ("APR") on all consumer loan transactions. Another bill would have placed a 15-cents-per-dollar borrowed ($0.15/$1.00) cap on fees for cash advances and would have implemented other consumer protections. Other bills have been introduced that would have limited to six the number of cash advances a customer would be permitted to receive in any 12-month period. Any federal legislation or regulation that places restrictions on cash advances and similar services could have a material adverse effect on our customers’ business, prospects, results of operations, and financial condition. Any federal law that would impose a 36% APR limit or prohibit or severely restrict cash advance services may eliminate our customers’ ability to continue their current operations and in turn negatively affect our revenues and results of operations.

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State and Local Regulations    

Our customers’ consumer loan business is regulated under a variety of enabling state statutes and is also subject to various local rules and regulations. The scope of state regulation, including the fees and terms of a company’s consumer loan products and services, varies from state to state. The terms of our customers loan products and services will vary from state to state in order to comply with the laws and regulations of the states in which it operates. The states with laws that specifically regulate the consumer loan products and services typically limit the principal amount of a consumer loan and set maximum fees or interest rates that customers may be charged. Most states also limit a customer’s ability to renew a short-term consumer loan and require various disclosures to consumers. State statutes often specify minimum and maximum maturity dates for consumer loans and, in some cases, specify mandatory cooling-off periods between transactions. Our customers’ collection activities regarding past due amounts are subject to consumer protection laws and state regulations relating to debt collection practices. In addition, some states require certain disclosures or content to accompany a company’s advertising and marketing materials. Also, some states require a company to report loan activity to statewide databases and restrict the number and/or principal amount of loans a consumer may have outstanding at any particular time or over the course of a particular period of time, typically twelve months. The local rules and regulations vary widely from city to city. The most restrictive local rules and regulations relate to zoning and land use restrictions; however, local jurisdictions’ efforts to regulate or restrict the terms of a consumer loan product have recently increased, predominantly in the State of Texas.

In states or jurisdictions where the credit facilities offer CSO programs, our customers are required to comply with that jurisdiction’s Credit Services Organization Act, Credit Access Business law or a similar statute. These laws generally define the services that the Company can provide to consumers and require the Company to provide a contract to the customer outlining the Company’s services and the cost of those services to the customer. In addition, these laws may require additional disclosures to consumers and may require the Company to be registered with the jurisdiction and/or be bonded.

Over the last few years, legislation that prohibits or severely restricts our customers’ loan products and services or the profitability of the loan products and services has been introduced or adopted in a number of states.

South Africa Credit Regulations (The National Credit Act)

The National Credit Act (“NCA”) regulates the South Africa credit industry and was designed to protect consumer in the credit market and make credit and banking services more accessible. The Purpose of the NCA Act is to: promote a fair and non-discriminatory market place for access to consumer credit; regulate consumer credit and improve standards of Consumer information; prohibit certain unfair credit and credit marketing practices; promote responsible credit granting and use; prohibit reckless credit granting; provide for debt re-organization in case of over-indebtedness; to regulate credit information; and establish recourse for unfair credit practices. The NCA does this by simplifying and standardizing credit agreements and information disclosure; providing for the use of simple language that is easy to understand for comparing credit agreements from different credit providers; ensures all credit products are handled in the same way by credit providers; assisting over-indebted Consumers to restructure their debt with the help of a Debt Counselor (DC) and encourage responsible lending; regulates credit bureaus in terms of their Consumer information and records; establishing the National Credit Regulator (NCR) to regulate the entire credit market; and establishing the National Consumer Tribunal (CT) to adjudicate on Consumer complaints and disputes with credit providers, contraventions of The Act and decisions of the Regulator.

The NCA affects anyone dealing with the credit industry such as credit grantors, credit grantees and intermediaries. The NCA defines a “credit agreement” broadly as any installment purchase agreement of goods or services, as well as the extension of credit in the form of money i.e. home loans, personal loans, credit cards, store cards and short term loans. Therefore, a credit agreement applies to any party involved in the credit agreement which is classified into three categories namely incidental credit agreements; intermediate agreements; and large credit agreements.

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Credit Providers include banks, micro lenders, retailers such as furniture and clothing stores, all businesses, companies, close corporations, partnerships and individuals who do business on credit, provide loans or charge interest on overdue accounts. Consumers Include natural person, companies, close corporations, trusts (with more than three individual trustees), partnerships and an association of persons whose asset value or annual turnover, together with the combined asset value or annual turnover of all related juristic persons, at the time the agreement is made, equals or exceeds the threshold value of 1 million rands.

The NCA lists a number of consumer rights, which are protected by the Act. A party who breaches Consumer rights protected by the NCA commits an offence in terms of credit law, which enables Consumer recourse through the established dispute channels. The following are Consumer rights protected in the NCA:

· To apply for credit

· To be protected against discrimination in the granting of credit

· To be informed why credit has not been granted, should you ask

· To receive a free copy of your credit agreement

· To receive a credit agreement in plain and simple language

· To have your personal and financial information treated confidential

· To understand all fees, costs, interest rates, the total installment and any other details

· To say no to increases on your credit limit

· To decide whether or not you want to be informed about products or services via telephone, SMS, mail or e-mail campaigns

· To apply for debt counseling should you be overwhelmed by debt

The key points of the NCA are:

1. Marketing

The NCA restricts and outlaws certain practices of loan canvassing such as door to door selling, uninvited canvassing at workplaces or homes. The NCA also increased control over marketing practices and advertisements such as automatic credit limit increases and negative option marketing i.e. if you do not decline, we will assume you agree. In addition, the National Credit Act provides for clear and understandable marketing communication. Consumers must receive a detailed written quote, which is valid for 5 business days, to enable quote comparisons from different credit providers.

2. Capped Interest Rates And Other Fees And Charges

The NCA effectively caps the interest rates, fees and other charges, which credit providers, can charge, depending on the type of credit and when the credit was granted. The maximum interest rate, in most cases, is based on a formula, which is dependent on the SA Reserve Bank Repurchase (Repo) rate at the time that the credit was granted. Essentially, there are seven rate categories namely mortgage agreements; credit cards/facilities; unsecured credit transactions; short-term credit transactions; developmental credit agreements; other credit agreements and incidental credit agreements. The NCA places a cap on the maximum amount that a credit provider can charge for other fees such as initiation fees, monthly service, and default and collection costs. While a loan protection policy is permitted, the charges must “be reasonable” and the Consumer may use/cede an existing insurance cover.

3. Loan Application

The NCA requires credit providers to supply simple contracts that are easy to understand, in two official languages and the Consumer must receive a free copy. Consumers are also entitled to a reason, on request, when the credit provider denies credit. The NCA requires credit providers to do due diligence to ensure the Consumer can afford the loan and all loans must be recorded on a register to prevent Consumers becoming over-indebted.

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4. Reckless Lending

Credit providers are in contravention of the NCA and may be judged guilty of reckless lending if the Consumers ability to afford loan repayments is not assessed before granting credit. Credit providers may be subject to severe penalties and may even forfeit their right to recover the debt if they are judged guilty of reckless lending. However, Consumers who failed to fill in the loan application fully and honestly are not protected by the NCA.

5. Debt Counselor & Counseling

The NCA gives Consumers the right to apply for financial management and debt counseling assistance if he or she is unable to pay their debts. The Debt Counselor (DC) is registered by the NCR after successful course and exam completion. Debt counselors will help over-indebted Consumers restructure/rearrange their debt repayments, this process can be voluntary or made an order of the court.

All DCs must be registered with the National Credit Regulator and fees are prescribed in terms of the NCA. Consumers must understand and accept the process, charges and payments before undergoing debt counseling. Once the Consumer has signed for debt counseling, the credit bureau are notified and the Consumer will be unable to obtain further credit for the duration of debt counseling until the process is finalized/withdrawn.

6. Credit Bureau

The NCA requires all credit bureau to be registered with and submit reports to the National Credit Regulator. Credit bureau are required to ensure data is accurate at all times and that inaccurate information is immediately removed without cost to the Consumer after the Consumer has lodged a complaint. The NCA regulations stipulate how Credit bureau information is obtained, used, and for how long it should remain on a Consumer’s profile.

In addition, Consumers are eligible for one free credit report from each credit bureau each year in order to effectively manage their credit profiles.

7. The National Credit Regulator and the Consumer Tribunal

The NCA established the NCR to regulate the credit industry and ensure that credit providers comply with the NCA. In addition, the NCR is responsible for investigating and evaluating Consumer complaints about alleged contraventions of the NCA by credit providers. All credit providers, credit bureau and debt counselors must register and report to the NCR.

In addition to the NCR, the NCA established the Consumer Tribunal with equal status to a court of law to hear and adjudicate on: applications made in terms of the NCA by consumers; credit providers and credit bureau; debt counselors and the NCR including applications for interim relief and a review of the NCR’s decisions; matters referred to by the NCR or complaints related to allegations of prohibited

(Source for the above information – The Banking Association of South Africa; http://www.banking.org.za/consumer-information/legislation/national-credit-act)

Research and Development

Since our inception, we have had no research and development expenses.

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Patents and Intellectual Property/Trademarks/Licenses/Franchises

We do not currently own any patents and have no intention of applying for patents. We rely upon our trade secrets for our technology. We currently have no trademarks. We are not a party to any license, royalty or franchise agreements.

Material Agreements

Verbal Agreement with Wouter Fouche

We have a February 2014 verbal agreement with our Chief Executive Officer, Wouter Fouche, to pay him a monthly salary for our fiscal years 2015 and 2016 based upon available funds. Additionally, we verbally agreed to pay Wouter Fouche a $10,000 relocation expense for relocating to the US. This monthly salary and $10,000 relocation expense are the sole terms of this verbal agreement.

Verbal Agreement with Jaco C Folscher

We have a February 2014 verbal agreement with our Chief Financial Officer, Jaco C. Folscher, to pay him a monthly salary for our fiscal years 2015 and 2016 based on available funds. Additionally, we verbally agreed to pay Jaco C. Folscher a $10,000 relocation expense for relocating to the US. The $9,000 monthly salary and $10,000 relocation expense are the sole terms of this verbal agreement.

Share Exchange Agreement with Rent Pay (Pty) Ltd

On November 4, 2015, we completed a Share Exchange Agreement with Rent Pay (Pty), Ltd (“Rent Pay”), a South African company, and Rent Pay’s shareholders, which are South Africa Trusts controlled by our officers.   In the Share Exchange, we exchanged 200,000 shares of our common stock for all of Rent Pay’s outstanding shares (1,000 shares), 500 of which were in the name of the Loantech Trust, a trust controlled by our officer, Wouter Fouche, and 500 shares in the name of Folscher Family Trust, a trust controlled by our other officer, Jaco Folscher. As a result of the share exchange, Rent Pay become our wholly owned subsidiary of UPAY

Stock Purchase Agreement with Emerging Markets Consulting, LLC

We have a October 26, 2015 stock purchase agreement with Emerging Markets Consulting, LLC (“Emerging Markets”) providing for Emerging Markets’ purchase of 1,875,000 common stock shares for a per share price of $0.0013 for a total purchase price of $2,500.

Stock Purchase Agreement with Rainmaker Group Consulting, LLC

We have a October 26, 2015 stock purchase agreement with Rainmaker Group Consulting, LLC (“Rainmaker”) providing for Rainmaker’s purchase of 1,875,000 common stock shares for a per share price of $0.0013 for a total purchase price of $2,500.

Independent Consulting Agreement with Emerging Markets Consulting, LLC

We have an independent consulting agreement with Emerging Markets effective as of June 1, 2015, whereby Emerging Markets provides us with the following services: (a) consult with and assist us in capitalization table and share structure; (b) assisting with review of the S-1 Registration Statement; (c) coordinate with professionals involved in the S-1 Registration Process, including our Chief Executive Officer, securities attorney and auditor, for the purpose of efficiently coordinating the S-1 Registration Process; (d) referral of a broker-dealer to file a 15c2-11 with FINRA and consult with and assist us in the filing of a 15c2-11 with FINRA; and (e) referral of a company to file a DTC application with the Depository Trust Company and consult with and assist us in the filing of a DTC application with the Depository Trust Company. We are required to pay Emerging Markets 10,000 cashless warrants to be issued within 10 days of receiving an effectiveness notice from the SEC regarding the S-1 filing. The warrants have an exercise price of $5.00 and are exercisable for a two-year period following their issuance.

Independent Consulting Agreement with Rainmaker Group Consulting, LLC

We have an independent consulting agreement with Rainmaker effective as of June 1, 2015, whereby Rainmaker provides us with the following services: (a) referrals from the Consultant to us, regarding PCAOB auditors, accounting professionals experienced in GAAP accounting, Edgar services, transfer agents, securities attorney and other professionals as requested by the Company; (b) assisting with review of an S-1 Registration Statement; (c) coordinate with professionals involved in the S-1 Registration Process, including our Chief Executive Officer, securities attorney and auditor, for the purpose of efficiently coordinating the S-1 Registration Process; and (d) consult with and assist us in developing the Company’s business plan, strategy and personnel. We are required to pay Rainmaker 10,000 cashless warrants to be issued within 10 days of receiving an effectiveness notice from the SEC regarding the S-1 filing. The warrants have an exercise price of $5.00 and are exercisable for a two-year period following their issuance.  

Consulting Agreement with Ferdinand Laburschagne

We have a June 3, 2016 consulting agreement with Ferdinand Laburschagne to perform business advisory services in return for 300,000 restricted common stock shares to be issued within 20 days after the agreement is executed and two million cashless warrants exercisable at $3.50 with an exercise period of 2 years following the effectiveness notice from the SEC, at which time the warrants will be issued. The warrant and its underlying shares and the 300,000 shares are subject to a Dribble Out Agreement providing that Ferdinand Laburschagne agrees not to sell during each quarter after the lock up period more than 10% of its shares then held and not more than 1,500 shares per day. The shares and the warrants are locked up for a period of 2 years following their issuance.  

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Software Services Agreement with Fourier Systems (Pty) Ltd

We have a January 18, 2016 Software Services Agreement with Fourier Systems (Pty) Ltd (“Fourier”), a software services company located and registered in South Africa. In the agreement, Fourier agrees to provide services to develop the software for a US Loan Administration System and a Payment Gateway System in return for 1,800,000 restricted common stock shares, 1,000,000 shares of which will be recorded in book entry at our transfer agent within 10 days of the development completion of all functionality of the Loan Administration System and 800,000 shares of which will be recorded in book entry at the Company’s transfer agent within 10 days of the development completion of the our Payment Gateway. The agreement is subject to the terms of a Dribble Out Agreement providing that: (a) the 1,000,000 shares and the 800,000 shares will be locked up for 2 years following the issuance of the 1,000,000 shares and 800,000 shares, respectively; and (b) Fourier may not sell during each quarter after the lock-up period more than 10% of its shares then held and not more than 3,000 shares per day.  

Website/Software Services Agreement with Twin Harbor Web Solutions, Inc.

We have a January 1, 2016 Website/Software Services Agreement with Twin Harbor Web Solutions, Inc. (“Twin Harbor) providing that Twin Harbor will provide software and website development services involving website design and basic website setup for our ACPAS system. The agreement provides that we will pay Twin Harbor: (a) $35 per month to be billed annually for website hosting; (b) $750 for website setup; (c) an initial $2,000 payment to build the master website and the plug in with all of our web services; and (d) upon completion of the master website with all plugins, we will issue 30,000 restricted common stock shares.

DESCRIPTION OF PROPERTY

We pay monthly rent of $715 per month for our Dallas, Texas office. Our office is 155 square feet and are adequate for our current needs. Our lease expires on April 30, 2017.

Rent Pay’s offices are located at South Africa and comprise 1076 square feet. The South Africa offices are composed of reception area, boardroom, one sales room, support and administration office. Rent Pay pays monthly rent of $683 and its lease expires on January 2018. Rent Pay’s offices are adequate for their needs.

LEGAL PROCEEDINGS

We are not a party to any legal proceedings. From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Holders of Capital Stock:

As of the date of this Registration Statement, we have 38 holders of our Common Stock.

Rule 144 Shares

As of the date of this Registration Statement, we do not have any shares of our Common Stock that are currently available for sale to the public in accordance with the volume and trading limitations of Rule 144.

Stock Option Grants

We do not have a stock option plan in place and have not granted any stock options at this time.

Shares Eligible for Future Sale

As of August 9, 2016, we had 23,815,310 shares of common stock outstanding. Of the 23,815,310 Shares outstanding, 2,267,810 shares are being registered by selling security holders.

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All shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act, unless they are purchased by our “affiliates,” as that term is defined in Rule 144 promulgated under the Securities Act.

The outstanding shares of our common stock not included in this prospectus will be available for sale in the public market as follows:

Rule 144

In general, under Rule 144 as currently in effect, once we have been subject to public company reporting requirements for 90 days, a person (or persons whose shares are aggregated) who is not deemed to have been an affiliate of ours at any time during the three months preceding a sale, and who has beneficially owned restricted securities within the meaning of Rule 144 for a least six months (including any period of consecutive ownership of preceding non-affiliated holders) would be entitled to sell those shares, subject only to the availability of current public information about us. A non-affiliated person who has beneficially owned restricted securities within the meaning of Rule 144 for at least one year would be entitled to sell those shares without regard to the provisions of Rule 144.

In general, under Rule 144 as currently in effect, once we have been subject to public company reporting requirements for 90 days, our affiliates or persons selling shares on behalf of our affiliates who own shares that were acquired from us or an affiliate of ours at least six months prior to the proposed sale are entitled to sell upon expiration of the lock-up agreements described above, within any three-month period beginning 90 days after the date of this prospectus, a number of shares that does not exceed the greater of:

- 1% of the number of shares of common stock then outstanding, which will equal approximately shares immediately after this offering; or

- the average weekly trading volume of the common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

Sales under Rule 144 by our affiliates or persons selling shares on behalf of our affiliates are also subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

THE FOLLOWING DISCUSSION OF OUR RESULTS OF OPERATIONS SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND RELATED NOTES TO THE FINANCIAL STATEMENTS INCLUDED ELSEWHERE IN THIS REGISTRATION STATEMENT. THIS DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT RELATE TO FUTURE EVENTS OR OUR FUTURE FINANCIAL PERFORMANCE. THESE STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE OUR ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS. THESE RISKS AND OTHER FACTORS INCLUDE, AMONG OTHERS, THOSE LISTED UNDER “FORWARD-LOOKING STATEMENTS” AND “RISK FACTORS” AND THOSE INCLUDED ELSEWHERE IN THIS REGISTRATION STATEMENT.

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Plan of Operations

We anticipate that we will incur $5,174,189 of total expenses over a 24-month period. During the first 12 months of our operations, our total expenses are $1.390,023, including hiring sales personnel, marketing and training over the next 12 months at a burn rate of $115,835 per month. During months 13 to 24 of our Plan of Operations, our total expenses are $3,784,166 at a burn rate of $344,015 per month. Based on our current cash position as of August 9, 2016 of $78,002, we will be unable to conduct our operations during the first 12 months for 0 months.. Our entire Plan of Operations is contingent upon obtaining financing, of which there is no assurance that we will be able to obtain or on terms acceptable to us; as such, our Plan of Operations will begin four months after we receive financing, if ever.

Our developers are working on the necessary changes and development needed to customize our system for the US environment, which is anticipated to be complete by November 2016. The source of the $18,925 of funds to complete the US system will be derived from our existing funds of $78,002, independent of our Plan of Operations described below. Once complete, we will provide a web based client and loan administration software platform to registered lenders in the US. Our customer base will consist of customers with physical storefronts as well as online customers with lending websites.  We plan to also offer our US customers a fully automated software platform that will offer integrations with all relevant role-players and services in the US small dollar loan industry. Once complete, we will provide a web-based solution to US clients. Our products and services have been offered since June 2008 in all South Africa provinces and will continue to be so offered.

We have not yet offered our services in the US, but intend to begin offering our products and services (prior to financing) through our officers in November 2016 upon completion of the US system, beginning with Texas and California. Post financing, we will offer our products and services in Illinois, Louisiana, Alabama and South Carolina, the timing of which is contained below in our Plan of Operations ..

MONTH (FOUR MONTHS AFTER ADEQUATE FINANCING)	STEP	METHOD//ACCOMPLISHMENT	ESTIMATED $ OPERATING COST
1-3	Hire one national sales manager, 2 technical support employees and 2 sales representatives each for Texas and California.	Our CEO and COO will advertise for these positions and will interview these prospective employees	68,350
4	System training for all US employees	The system training will be conducted by our South African project manager and our marketing manager.	31,675
5	US federal and state compliance training and field assessments	This training will be conducted by a Business Developer for Financial Services working for On Course Learning.https://www.oncourselearning.com/	43,495
6-7	Hire an additional 2 sales representatives and conduct system training /regulatory compliance and field assessment training	Our CEO and COO will advertise for these positions and will interview these prospective employees; training will be conducted by our South Africa project manager and our marketing manager Christopher De Wet.	349,040
6-7	Active marketing will commence in Texas and California
8-9	Hire 2 sales representative to market in Florida & Illinois	Our CEO and COO will advertise for these positions and will interview these prospective employees	527,660 (months 8-10)
8-9	Conduct system training /regulatory compliance and field assessment training	Training will be conducted by our South Africa project manager  and our marketing manager
9	Hire 2 sales representative to market in Mississippi & Oklahoma	Our CEO and COO will advertise for these positions and will interview these prospective employees
9-10	Conduct system training /regulatory compliance and field assessment training of 2 new sales representatives	Training will be conducted by our South Africa project manager  and our marketing manager
10	Hire 2 sales representatives to market in Alabama & South Carolina & Louisiana and Tennessee	Our CEO and COO will advertise for these positions and will interview these prospective employees
10	Conduct system training /regulatory compliance and field assessment training of 2 new sales representatives	Training will be conducted by our South Africa project manager  and our marketing manager
11-12	Progress assessment and adjustments to ACPAS system and functionality to ensure we have a competitive system.	System adjustment like compliance and regulatory change will be done before we start with our national inbound marketing strategy.	369,803
11-12	Hire 2 new technical support employees and 4 new software training consultants to assist with national sales drive	In preparation for our national marketing drive we going to employ additional staff to assist.
13-24	National sales drive to attract online credit facilities	For  months 13-24, we will focus on our inbound marketing strategy.  We will use our centralized inbound database to empower us to create more personalized interactions with customers, such as personalized social media alerts, personalized websites, personalized emails and targeted alerts for sales people.	3,784,166
13-24	Online marketing through Google and other search engines
13-24	Attend CFSA and Lend 360 conferences to market ACPAS
13-24	Face to face presentations with owners of Brick and mortar lender, online lenders, Retail stores, Professional Services like doctors, dentists, lawyers and accountants.
TOTAL			5,193,114

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Training will be conducted remotely over Skype or Team Viewer.  Bigger clients will require an onsite trainer to be present

Trends and Uncertainties

Whether our system will be adaptable to US needs

Whether we will develop interest in our software system in the US

The level of activity of credit facilities and their need for our software

Going Concern

Our consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As of July 8, 2016, we do not have revenues sufficient to execute our business plan. We intend to fund our operations through equity financing arrangements; however, there is no assurance that this will be successful in raising sufficient funds for our operations. These factors, among others, raise substantial doubt about our ability to continue as a going concern.

COMPARATIVE RESULTS FOR FISCAL YEARS 2016 AND 2015

Results of Operations: For the year ended February 29, 2016 and February 28, 2015

Liquidity and Capital Resources

Revenues

Our revenues for the years ended February 29, 2016 and February 28, 2015 were $340,811 and $342,448, respectively, reflecting decreased revenues of $1,637 or 0.5%, which is an immaterial difference for comparison purposes.

Net Profit/Net Loss

We had a net income of $4,525 for the year ended February 29, 2016 and a net loss of $400 for the year February 28, 2015, reflecting increased net income of $4,925, which is an immaterial difference for comparison purposes.

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We had a working capital surplus of $95,814 and $545 at February 29, 2016 and February 28, 2015. The $95,814 working capital in fiscal year 2016 is primarily attributable to our increased cash and cash equivalents to $146,090 at February 29, 2016 (compared to $65,410 at February 29, 2015) and accounts receivable of $32,000 at February 29, 2016 compared to $0 at February 25, 2015, offset by current liabilities of $89,140 at February 29, 2016 (compared to $65,410 at February 28, 2015)

Operating Expenses

We incurred total expenses of $276,447 and $255,179 for the years ended February 29, 2016 and February 28, 2015 respectively, reflecting an increase of $21,268 or 8% from fiscal year 2016 to fiscal year 2015. The increase in total expenses from the prior fiscal year is primarily attributable to increased general and administrative expenses of $22,122 or 8.1% from fiscal year 2016 to fiscal year 2015.

Our net cash flows provided by operating activities was $30,078 for the year ended February 29, 2016 compared to cash flows used in operating activities of $(73,861) for the year ended February 28, 2015, representing an increase of $103,939.

Our net cash provided by investing activities were $3,608 and $(3,416) for the years ended February 29, 2016 and February 28, 2015, respectively, reflecting a $7,024 or $205% increase in net cash used in investing activities. This $7,024 increase in net cash used in investing activities is primarily attributable to the $5,000 at February 29, 2016 representing cash acquired upon acquisition of Rent pay (Pty) Ltd.

Our net cash provided by financing activities was $82,886 and $106 for the fiscal years ended February 29, 2016 and February 29, 2015, respectively, representing a $82,780 increase from fiscal year 2015 to fiscal year 2016. The increase is primarily attributable to $87,086 in proceeds from issuance of common stock in fiscal year 2016 with $0 in fiscal year 2015.

We estimate that we will have operating costs of $540,000 for the remainder of fiscal year 2016 assuming we receive sufficient funding.

Going forward, our monthly estimated cash needs of $11,893 over the next 12 months from August 1, 2016 to July 31, 2017 include the following estimated expenditures:

Type Expenditure	$ Amount
Rent		715
Phone		150
IT		138
Legal		1,000
Salaries		8,690
SEC reporting costs		1,200

These estimated expenditures are based upon three months of our operations from May 1, 2016 to July 31, 2016.

We plan on meeting our cash needs over the next 12 months, including our SEC reporting costs (separate and apart from possible financing as detailed in our Plan of Operations) through our existing business in South Africa although we cannot provide any assurances whatsoever that we will generate sufficient revenues to meet these cash needs.

Contractual Obligations and Off-Balance Sheet Arrangements

None

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CORPORATE GOVERNANCE

Board of Directors

Directors are elected at our annual meeting of shareholders and serve for one year until the next annual meeting of shareholders or until their successors are elected and qualified. We reimburse all directors for their expenses in connection with their activities as our directors.

Board Leadership Structure and Role in Risk Oversight

Although we have not adopted a formal policy on whether the Chairman and Chief Executive Officer positions should be separate or combined, we have determined that it is in our best interests and its shareholders to combine these roles. Due to the small size and our early development stage, we believe it is currently most effective to have the Chairman and Chief Executive Officer positions combined.

Our board of directors is primarily responsible for overseeing our risk management processes. The board of directors receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding our assessment of risks. The board of directors focuses on the most significant risks facing our general risk management strategy, and us and also ensures that risks undertaken by us are consistent with the board’s appetite for risk. While the board oversees our risk management, management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing us and that our board leadership structure supports this approach.

DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The following information sets forth the names of our officers and directors, their present positions, and some brief information about their background.

Name	Age	Position(s)	Director Since
Wouter Fouche	39	CEO/Director	July 2015
Jaco Folscher	38	COO/CFO/CAO/Director	July 2015

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Background of Officers and Directors

Wouter Fouche

Wouter Fouche

Wouter Fouche has been our Vice President and Director since July 8 2015 and our Chief Executive Officer since March 1, 2016. From Rent Pay’s inception in July 2008, he served as Rent Pay’s head of research and development and Director and continues to serve in that capacity. From 2006 to 2008, Wouter Fouche operated Loantech, a company owned and operated by him in South Africa that developed and sold credit software. At Loantech, Wouter Fouche developed the credit provider software system that was integrated into Rent Pay in 2009 when he became a Director and co-owner of Rent Pay. From September 2004 to June 2006, Wouter Fouche was a Software Engineer for Onesys (Pty) Ltd. (“Onesys”), a credit provider, located in South Africa. In this capacity he developed Onesys’ fully automated and integrated payment systems. 

Jacob C. Folsher

Jacob C Folscher has been our Chief Operating Officer/Director since January 25, 2015 and our Chief Financial Officer/Chief Accounting Officer since June 10, 2016.  Since July 2008 to he has been the cofounder and Operational director of Rent Pay (Pty) Ltd, a credit related Software Company operating in South Africa.  He was also the founder of Isidingo Financial Services (“Isidingo”) in March 2009.  Isidingo is a micro lending company operating in Pretoria South Africa and still in operation today.  From March 2006 to February 2009, Jacob Folscher was the Regional Manager/Operations Manager of Credicor Financial Services, a micro lending firm operating in South Africa.  From January 2004 to February 2006, he was the Group Accounting Officer for that same company and from January 2000 to December 2003, he was the NCR compliance officer and Branch Manager, also for Credicor. 

Family Relationships

There are no family relationships among our directors and/or our officers.

Meetings of our Board of Directors

We have had no meetings of our Board of Directors. Our Board of Directors has approved corporate actions by Board resolution.

Terms of Office

Each Director holds office until his successor is elected and qualified or until his earlier resignation or removal. Any director vacancy may be filed by an affirmative vote of a majority of the remaining directors.

Compensation of Director

Our Directors have not been compensated for their service as our Directors. The Board of Directors has not awarded any options to our Directors. There are no contractual arrangements between our Directors and us.

Long-Term Incentive Plan Awards

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.

Indemnification of Directors and Officers

In accordance with our bylaws, we will indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of that he is or was our director or officer against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with which action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to our best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

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Corporate Governance

Long-Term Incentive Plan Awards

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.

Director Independence

Our Board of Directors is currently composed of two members, Jaco Folscher and Wouter Fouche, neither of which qualify as independent directors. In addition, our board of directors has not made a subjective determination as to each director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Had our Board of Directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to our management and us.

Audit, Nominating and Compensation Committee

We currently do not have audit, nominating or compensation committees nor do we have a written nominating, compensation or audit committee charter. Our Board of Directors as a whole will review audit, nominating and compensation matters.

In lieu of an Audit Committee, the Company’s Board of Directors, is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company's financial statements and other services provided by the Company’s independent public accountants. The Board of Directors, the Chief Executive Officer and the Chief Financial Officer of the Company review the Company's internal accounting controls, practices and policies.

Audit Committee Financial Expert

Our Board of Directors has determined that we do not have a board member that qualifies as an “audit committee financial expert” as defined in Item 407(D)(5) of Regulation S-K, nor do we have a Board member that qualifies as “independent” as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14) of the FINRA Rules.

We believe that our Director(s) are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. Our Directors do not believe that it is necessary to have an audit committee because management believes that the Board of Directors can adequately perform the functions of an audit committee. In addition, we believe that retaining an independent Director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the expenditures that we will incur over the next 24 months, in large part pertaining to developing our US operations (See Plan of Operations beginning at page 41)

Involvement in Certain Legal Proceedings

Our Directors and our Executive officers have not been involved in any of the following events during the past ten years:

1. bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his/her involvement in any type of business, securities or banking activities; or being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

4. Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

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5. Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

6. Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:(i) Any Federal or State securities or commodities law or regulation; or(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or Shareholder Proposals

We do not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for Directors. The Board of Directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our corporate governance develops to a more advanced level. We do not currently have any specific or minimum criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such nominees. Our Board of Directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.

Executive Compensation Table

The following table sets forth information regarding each element of compensation that we pay or award to our named executive officers for the fiscal year of 2015 and 2016. No other executive officers or directors received annual compensation in excess of $100,000 during the last two fiscal years.

Name  and Principal Position	Year	Salary  ($)		Bonus  ($)	Stock  Awards ($)	Option  Awards ($)	Non-  Equity Incentive Plan Compensation ($)	Non-  Qualified Deferred Compensation Earnings ($)	All  Other Compensation ($)	Totals  ($)
Wouter Fouche	2015		28,556								28,557
CEO	2016		22,867
Jaco Folscher	2015		32,295								32,296
COO/CFO	2016		24,740

Employment Contracts, Termination of Employment

We have verbal employment contracts with our Chief Executive Officer and Chief Financial Officer, the details of which are contained on page 38 There are no compensation plans or arrangements, including payments to be made by us, with respect to our officers, Directors or consultants that would result from the resignation, retirement or any other termination of such Directors, officers or consultants from us. There are no arrangements for Directors, officers, employees or consultants that would result from a change-in-control.

Compensation of Directors

Directors are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors. To date, we have not paid any director compensation.

Outstanding Equity Awards

Since our inception, we have not granted any options or any securities under an Equity Inceptive Plan to either one of our officers.

Director Compensation

Since our inception, we have not provided our directors with any director compensation.

 46

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth certain information as of August 9, 2016 with respect to the beneficial ownership of the Company’s Common Stock by: (i) all persons known by the Company to be beneficial owners of more than 5% of the Company’s Common Stock, (ii) each director and Named Executive Officer, and (iii) by all executive officers and directors as a group.

Name	No. Of Shares of Common Stock		Percent of Class (1)(2)
Beneficial Owners over 5%
Emerging Markets Consulting, LLC (3)		1,875,000		7.9
Rainmaker Group Consulting, LLC   (4)		1,875,000		7.9
Total		3,750,000		15.8
Executive Officers/Directors (2)
Wouter A. Fouche(6)		9,165,000		38.5
Jaco C Folscher (7)		9,175,000		38.5
Total – All officers				77
Total – All over 5% shareholders and officers				92.8

We presently have 23,815,310 common shares outstanding. Of these shares, 5,475,310 common shares are held by non-affiliates and 18,340,000 common shares are held by affiliates, which Securities Act of 1933 Rule 144 defines as restricted securities.

1.Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares.  Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares).  In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided.  In computing the percentage ownership of any person, the amount of shares

2.Based on 23,815,310 issued and outstanding shares of common stock.

3. The principal of Emerging Markets Consulting, LLC is James S Painter III who has sole dispositive and voting power over the shares. The business address of Emerging Markets Consulting, LLC is 15701 State Road 50 Suite 205, Clermont, Florida 34711. Emerging Markets Consulting, LLC is a beneficial owner as detailed on page 48.

4. The principal of Rainmaker Group Consulting, LLC is James Cohen Jr. who has sole dispositive and voting power over the shares. The business address of Rainmaker Group Consulting, LLC is 5036 Dr. Phillips Blvd., Suite 322, Orlando, FL 32819. Rainmaker Group Consulting, LLC is a beneficial owner as detailed on page 48.

5. The address for Chief Executive Officer Wouter A. Fouche is 3010 LBJ Freeway, 12^th floor, Dallas, Texas 75234. The address for Chief Financial Officer Jaco C. Folscher is no 6 Vitzicht Office Park, 2 Bellingham Street, Centurion 0157, South Africa.

6. Wouter Fouche’s ownership is composed of: (a) 9,025,000 shares he individually owns; (b) 100,000 shares in the name of LoanTech Trust, a trust he controls; and (c) 40,000 shares owned by his wife, Desiree Fouche.

7. Jaco C. Foscher’s ownership is composed of: (a) 9,025,000 shares he individually owns; (b) 100,000 shares in the name of Folscher Family Trust, a trust he controls through which he has dispositive and voting power; and (c) 50,000 shares owned by his wife, Kim Elizabeth Foscher.

TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS

Stock Issuances to our Founders

On October 1, 2015, we issued 9,025,000 shares to our co-founder, Wouter A. Fouche, at an aggregate value of $12,033.

On October 1, 2015, we issued 9,025,000 shares to our co-founder, Jaco C Folscher, at an aggregate value of $12,033.

 ,

On November 5, 2015, pursuant to the Share Exchange with Rent Pay, we issued 100,000 common stock shares to LoanTech Trust, a trust controlled by our officer, Wouter Fouche, at an aggregate value of $10,000.

On November 5, 2015, pursuant to the Share Exchange with Rent Pay, we issued 100,000 common stock shares to Folscher Family Trust, a trust controlled by our officer, Jaco C Folscher, at an aggregate value of $10,000.

 47

On April 20, 2016, we issued 50,000 shares to Kim Elizabeth Folscher, Jaco Folscher’s wife, at an aggregate value of .$5,000.

On December 12, 2015, we issued 40,000 shares to Desiree Fouche, Wouter Fouche’s wife. at an aggregate value of .$4,000.

Verbal Agreement with Wouter Fouche

We have a February 2014 verbal agreement with our Chief Executive Officer, Wouter Fouche, to pay him a monthly salary for our fiscal years 2015 and 2016 based upon available funds. Additionally, we verbally agreed to pay Wouter Fouche a $10,000 relocation expense for relocating to the US. This monthly salary and $10,000 relocation expense are the sole terms of this verbal agreement.

Verbal Agreement with Jaco C Folscher

We have a February 2014 verbal agreement with our Chief Financial Officer, Jaco C. Folscher, to pay him a monthly salary for our fiscal years 2015 and 2016 based on available funds. Additionally, we verbally agreed to pay Jaco C. Folscher a $10,000 relocation expense for relocating to the US. The $9,000 monthly salary and $10,000 relocation expense are the sole terms of this verbal agreement.

Consulting Agreement

We have a June 3, 2016 consulting agreement with Ferdinand Laburschagne to perform business advisory services in return for 300,000 restricted common stock shares for an aggregate value of $30,000 and two million cashless warrants, the details of which are contained in our Material Agreements Section beginning at page 38. Ferdinand Laburschagne is Wouter A. Fouche’s brother-in-law.

Related Parties

Emerging Markets Consulting individually owns more than 5% of our common stock, as reflected in the table at page 46 (Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters) and therefore is a related party. On October 26, 2015, we sold 1,875,000 common stock shares to Emerging Markets at $0.0013 per share for an aggregate purchase price of $2,500. This transaction is not deemed a related party transaction because the amount of such transaction does not exceed $120,000.

Rainmaker Group Consulting, LLC

Rainmaker Group Consulting individually owns more than 5% of our common stock, as reflected in the table at page 46 (Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters) and therefore is a related party. On October 26, 2015, we sold 1,875,000 common stock shares to Rainmaker at $0.0013 per share for an aggregate purchase price of $2,500. This transaction is not deemed a related party transaction because the amount of such transaction does not exceed $120,000.

Apart from the above transaction, none of our Officers or Directors has any direct or indirect material interest in any transaction to which we are a party during the past two years, or in any proposed transaction to which we are proposed to be a party.

Given our small size, we have not adopted formal policies and procedures for the review, approval or ratification of related party transactions with our executive officer(s), Director(s) and significant stockholders. We intend to establish formal policies and procedures in the future so that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee thereof. On a moving forward basis, our Directors will continue to approve or disapprove any related party transaction.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION

OF SECURITIES ACT LIABILITIES

Our directors and officers are indemnified as provided by Nevada corporate law and Article 5 of our bylaws. Article 5 of our bylaws provides that we will indemnify any person who was or is party or is threatened to be made a party to any threatened, pending or completed action suit or proceeding, whether civil, criminal administrative or investigative by reason of the fact that he is or is a director of officer. . Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

We have been advised that in the opinion of the SEC indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court’s decision.

LEGAL MATTERS

The validity of the issuance of the common stock hereby will be passed upon for us by Frederick M. Lehrer, P. A.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a Registration Statement on Form S-1 under the Securities Act in connection with this offering of our Common Stock by our selling stockholders. This Prospectus, which constitutes a part of the Registration Statement, does not contain all of the information set forth in the registration statement, some items of which are contained in exhibits to the Registration Statement as permitted by the rules and regulations of the SEC. For further information with respect to our Common Stock, and us we refer you to the Registration Statement, including the exhibits and the financial statements and notes filed as a part of the Registration Statement. We have included herein the material terms of material agreements and documents attached hereto as exhibits. Nonetheless, statements contained in this Prospectus concerning the contents of any contract or any other document are not necessarily complete. If a contract or document has been filed as an exhibit to the Registration Statement, please see the copy of the contract or document that has been filed. Each statement in this Prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. The exhibits to the Registration Statement should be referenced for the complete contents of these contracts and documents. A copy of the Registration Statement and the exhibits filed therewith may be inspected without charge at the public reference room of the SEC, located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the public reference rooms by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website that contains reports, proxy statements, and other information about issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov.

 48

REPORTS TO SHAREHOLDERS

As a result of this offering as required under Section 15(d) of the Securities Exchange Act of 1934, we will file periodic reports with the Securities and Exchange Commission as required under Section 15(d). However, if in the future we are not required to continue filing reports under Section 15(d), for example because we have less than three hundred shareholders of record at the end of the first fiscal year in which this registration statement is declared effective and we do not file a Registration Statement on Form 8-A upon the occurrence of such an event, our securities can no longer be quoted on the OTCQB. There is no guarantee that we will be able to meet the requirements to be able to cease filing reports under Section 15(d), in which case we will continue filing those reports in the years after the fiscal year in which this registration statement is declared effective. Filing a registration statement on Form 8-A will require us to continue to file quarterly and annual reports with the SEC, even though we are no longer required to do so under Section 15(d), and will also subject us to the proxy rules of the SEC. In addition, our officers, directors and 10% stockholders will be required to submit reports to the SEC on their stock ownership and stock trading activity. Thus the filing of a Form 8-A in such event makes our securities continue to be able to be quoted on the OTCQB. We are not required under Section 12(g) or otherwise to become a mandatory 1934 Act filer unless we have more than 500 shareholders and total assets of more than $10 million; however, we voluntarily intend to do so if we are no longer obligated to file reports under Section 15(d). For further information, pertaining to our common stock, and us we refer you to our registration statement and the exhibits thereto, copies of which may be inspected without charge at the SEC’s Public Reference Room, 100 F Street, N.E., Washington, D.C. 20549. Information concerning the operation of the SEC’s Public Reference Room is available by calling the SEC at 1-800-SEC-0330. Copies of all or any part of the registration statement may be obtained at prescribed rates from the SEC. The SEC also makes our filings available to the public on its Internet site (http://www.sec.gov).

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON

ACCOUNTING AND FINANCIAL DISCLOSURE

We have had no changes in or disagreements with our independent registered public accountant.

 49

UPAY, Inc.

Consolidated Financial Statements

Index

Table of Contents
Report of Independent Registered Public Accounting Firm	F-1
Consolidated Balance Sheets	F-2
Consolidated Statements of Operations and Comprehensive Income (Loss)	F-3
Consolidated Statements of Stockholders’ Equity and Accumulated Other Comprehensive Loss	F-4
Consolidated Statements of Cash Flows	F-5
Notes to the Consolidated Financial Statements	F-6

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Upay, Inc.

We have audited the accompanying consolidated balance sheets of Upay, Inc. (the “Company”) as of February 29, 2016 and February 28, 2015, and the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’ equity and accumulated other comprehensive loss, and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of February 29, 2016 and February 28, 2015, and the results of its consolidated operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to such consolidated financial statements, the Company does not have the liquidity or revenues to implement its business plan and has ongoing requirements for additional capital investment. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Frazier & Deeter, LLC

Tampa, Florida

July 8, 2016

F-1

UPAY, Inc.

Consolidated Balance Sheets

(Expressed in U.S. dollars)

	February 29, 2016			February 28, 2015
ASSETS
Current Assets
Cash and cash equivalents	$	146,090		$	52,889
Accounts receivable		32,000			–
Loans receivable from related parties		5,693			8,623
Due from related party		–			1,460
Prepaid expenses and other current assets		1,171			2,983
Total Current Assets		184,954			65,955
Property and Equipment, Net		9,009			16,469
Total Assets	$	193,963		$	82,424
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	81,564		$	56,307
Taxes payable		4,470			1,929
Due to related party		–			3,313
Current portion of capital lease obligations		3,106			3,861
Total Current Liabilities		89,140			65,410
Capital Lease Obligations		6,181			12,665
Total Liabilities		95,321			78,075
Commitments
Stockholders’ Equity
Preferred Stock, $0.001 par value, 10,000,000 shares authorized; no shares issued and outstanding		–			–
Common Stock, $0.001 par value, 100,000,000 shares authorized; 22,898,310 shares issued and outstanding (February 28, 2015 – 18,050,000 shares)		22,898			18,050
Additional Paid In Capital		72,049			6,133
Stock Subscription Receivable		(2,745	)		–
Retained Earnings (Accumulated Deficit)		12,385			(16,207	)
Accumulated Other Comprehensive Loss		(5,945	)		(3,627	)
Total Stockholders’ Equity		98,642			4,349
Total Liabilities and Stockholders’ Equity	$	193,963		$	82,424

The accompanying notes are an integral part of these consolidated financial statements.

F-2

UPAY, Inc.

Consolidated Statements of Operations and Comprehensive Income (Loss)

(Expressed in U.S. dollars)

	Year			Year
	Ended			Ended
	February 29,			February 28,
	2016			2015
Revenue	$	340,811		$	342,448
Cost of Revenue		(54,187	)		(84,508	)
Gross Profit		286,624			257,940
Expenses
General and administrative		271,501			249,379
Depreciation		4,946			5,800
Total Expenses		276,447			255,179
Income Before Other Income (Expenses) and Income Taxes		10,177			2,761
Other Income (Expenses)
Interest income		57			9
Interest expense		(2,139	)		(3,170	)
Income (Loss) Before Income Taxes		8,095			(400	)
Provision for income taxes		(3,570	)		–
Net Income (Loss)		4,525			(400	)
Other Comprehensive Loss
Foreign currency translation adjustments		(2,318	)		(394	)
Comprehensive Income (Loss)	$	2,207		$	(794	)
Net Earnings (Loss) Per Share – Basic and Diluted	$	0.00		$	(0.00	)
Weighted-average Common Shares Outstanding - Basic and Diluted		19,620,309			18,050,000

The accompanying notes are an integral part of these consolidated financial statements.

F-3

UPAY, Inc.

Consolidated Statement of Stockholders’ Equity and Accumulated Other Comprehensive Loss

(Expressed in U.S. dollars)

											Retained			Accumulated
					Additional			Stock			Earnings			Other
	Common Stock				Paid In			Subscription			(Accumulated			Comprehensive
	Shares		Amount		Capital			Receivable			Deficit)			Loss			Total
Balance – February 28, 2014		18,050,000	$	18,050	$	6,133		$	–		$	(15,807	)	$	(3,233	)	$	5,143
Net loss		–		–		–			–			(400	)		–			(400	)
Foreign currency translation adjustments		–		–		–			–			–			(394	)		(394	)
Balance – February 28, 2015		18,050,000		18,050		6,133			–			(16,207	)		(3,627	)		4,349
Issuance of shares for cash		4,648,310		4,648		90,183			(2,745	)		–			–			92,086
Shares exchanged for all outstanding shares of Rent Pay (Pty) Ltd		200,000		200		(24,267	)		–			24,067			–			–
Net income		–		–		–			–			4,525			–			4,525
Foreign currency translation adjustments		–		–		–			–			–			(2,318	)		(2,318	)
Balance – February 29, 2016		22,898,310	$	22,898	$	72,049		$	(2,745	)	$	12,385		$	(5,945	)	$	98,642

The accompanying notes are an integral part of these consolidated financial statements.

F-4

UPAY, Inc.

Consolidated Statements of Cash Flows

(Expressed in U.S. dollars)

	Year Ended February 29, 2016			Year Ended February 28, 2015
Cash Flows from Operating Activities
Net income (loss)	$	4,525		$	(400	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation		4,946			5,800
Changes in operating assets and liabilities:
Accounts receivable		(32,000	)		–
Prepaid expenses and other current assets		1,198			(694	)
Accounts payable		47,721			(78,567	)
Taxes payable		3,688			–
Net Cash Provided by (Used in) Operating Activities		30,078			(73,861	)
Cash Flows from Investing Activities
Payments on loans receivable		–			(1,506	)
Cash acquired upon acquisition of Rent Pay (Pty) Ltd		5,000			–
Purchase of equipment		(1,392	)		(1,910	)
Net Cash Provided by (Used in) Investing Activities		3,608			(3,416	)
Cash Flows from Financing Activities
Payments to bank overdraft		–			(998	)
Payments to related parties		(930	)		–
Advances from related parties		–			4,642
Principal payments on capital lease obligation		(3,270	)		(3,538	)
Proceeds from issuance of common stock		87,086			–
Net Cash Provided by Financing Activities		82,886			106
Effect of exchange rate changes on cash		(23,371	)		(6,381	)
Change in Cash and Cash Equivalents		93,201			(83,552	)
Cash and Cash Equivalents - Beginning of Year		52,889			136,441
Cash and Cash Equivalents - End of Year	$	146,090		$	52,889
Supplemental Disclosures of Cash Flow Information:
Interest paid	$	2,139		$	3,170
Income taxes paid	$	507		$	–

The accompanying notes are an integral part of these consolidated financial statements.

F-5

UPAY, Inc.

Notes to the Consolidated Financial Statements

(Expressed in U.S. dollars)

1. Nature of Operations and Continuance of Business

UPAY, Inc. (the “Company”) was incorporated in the State of Nevada on July 8, 2015. By a Share Exchange Agreement dated November 4, 2015, the Company agreed to acquire all of the issued and outstanding shares of Rent Pay (Pty) Ltd (“Rent Pay”), in exchange for 200,000 shares of the Company’s common stock. The acquisition is a capital transaction in substance and therefore has been accounted for as a recapitalization. Rent Pay was incorporated in South Africa on February 1, 2012. Because Rent Pay is deemed to be the acquirer for accounting purposes, the consolidated financial statements are presented as a continuation of Rent Pay and include the results of operations of Rent Pay since incorporation on February 1, 2012, and the results of operations of the Company since the date of acquisition on November 4, 2015.

Rent Pay operates principally in South Africa and engages in software development and licensing and provides services to the credit provider industry.

2. Summary of Significant Accounting Policies

a) Basis of Presentation

These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company’s fiscal year end is February 28. The financial statements include the accounts of the Company and its subsidiary Rent Pay. All significant intercompany transactions and accounts have been eliminated in consolidation.

b) Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to useful life and recoverability of long-lived assets, and deferred income tax asset valuations. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

c) Cash and Cash Equivalents

Cash includes cash on hand and cash held with banks. The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

d) Accounts Receivable

Trade accounts receivable are recorded at net invoice value and such receivables are non-interest bearing. Receivables are considered past due based on the contractual payment terms. Receivables are reviewed and specific amounts are reserved if collectability is no longer reasonably assured. No reserve was deemed necessary by management at February 29, 2016.

e) Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation and any impairment in value. Depreciation is computed using the straight-line method over the following estimated lives of the assets:

IT equipment	3 years
Motor vehicles	5 years
Office equipment	5 years
Furniture and fixtures	6 years

The Company periodically performs impairment testing on its long-lived assets either annually or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable in accordance with ASC 360. All long-lived assets were deemed recoverable at February 29, 2016, and February 28, 2015.

F-6

UPAY, Inc.

Notes to the Consolidated Financial Statements

(Expressed in U.S. dollars)

f) Leases

Leases are reviewed and classified as capital or operating at their inception. Capital leases are recognized as assets and liabilities in the balance sheet at amounts equal to the fair value of the leased property or, if lower, the present value of the minimum lease payments. The corresponding liability to the lessor is included in the balance sheet as a capital lease obligation. Lease payments are apportioned between interest and reduction of the outstanding liability. The interest is allocated to each period during the lease terms so as to produce a constant periodic rate on the remaining balance of the liability.

g) Value of Financial Instruments

The Company measures and discloses the estimated fair value of financial assets and liabilities using the fair value hierarchy in accordance with ASC 820, “Fair Value Measurements and Disclosures”. The fair value hierarchy has three levels, which are based on reliable available inputs of observable data. The hierarchy requires the use of observable market data when available. The three-level hierarchy is defined as follows:

Level 1 – quoted prices for identical instruments in active markets.

Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations in which significant inputs and significant value drivers are observable in active markets.

Level 3 – fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Financial instruments consist principally of cash and cash equivalents, receivables from related parties, accounts payable, taxes payable, amounts due to related party and capital lease obligations. There were no transfers into or out of “Level 3” during the years ended February 29, 2016 or February 28, 2015. The recorded values of the capital lease approximate the current fair values based on the terms and conditions that the Company could currently negotiate. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial statements. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

h) Foreign Currency Translation

Management has adopted ASC 830, “Foreign Currency Translation Matters”, as the functional currency of the Company is the South African rand and the reporting currency is the U.S. dollars. Assets and liabilities are translated into U.S. dollars at rates of exchange in effect at the balance sheet date. Average rates for the period are used to translate revenues and expenses. The cumulative translation adjustment is reported as a component of accumulated other comprehensive income (loss).

i) Revenue Recognition

The Company derives revenue through licensing its software and by collecting various transaction fees from third party debit orders.

The Company recognizes revenue when persuasive evidence of an arrangement exists, services have been rendered, the sales price is fixed or determinable and collectability is reasonably assured.

j) Stock-based Compensation

The Company records stock-based compensation in accordance with ASC 718, “Compensation – Stock Compensation” and ASC 505, “Equity Based Payments to Non-Employees”, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

k) Comprehensive Income (Loss)

ASC 220, “Comprehensive Income”, establishes standards for the reporting and display of comprehensive income (loss) and its components in the financial statements. As at February 29, 2016 and February 28, 2015, the only item that represents comprehensive income (loss) was foreign currency translation.

F-7

UPAY, Inc.

Notes to the Consolidated Financial Statements

(Expressed in U.S. dollars)

l) Earnings (Loss) Per Share

The Company computes earnings (loss) per share (“EPS”) in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share on the face of the statement of operations. EPS is calculated using the weighted-average number of common shares outstanding during the period. Diluted EPS if applicable is calculated by dividing net income available to common stockholders for the period by the diluted weighted-average number of common shares outstanding during the period. Diluted EPS would reflect the potential dilution from common shares issuable through stock options, performance-based restricted stock units that have satisfied their performance factor and restricted stock units using the treasury stock method.

m) Income Taxes

In accordance with FASB ASC 740, “Income Taxes” (“ASC 740”), deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax bases of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. The Company has recorded a valuation allowance against its deferred tax assets based on the history of losses incurred.

ASC 740 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position would be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. ASC 740 also provides guidance on de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, and accounting for interest and penalties associated with tax positions. As of February 29, 2016, the Company does not have a liability for any unrecognized tax benefits.

All tax periods from inception remain open to examination by taxing authorities due to the net operating losses.

n) Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As of February 29, 2016, the Company does not have revenues sufficient to execute its business plan. The Company intends to fund operations through equity financing arrangements. There is no assurance that this will be successful.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

o) Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

3. Acquisition of Rent Pay (Pty) Ltd

On November 4, 2015, the Company entered into a Share Exchange Agreement with Rent Pay, a private company that is incorporated and operates principally in South Africa. Pursuant to the Share Exchange Agreement, the Company acquired 100% of the issued and outstanding common stock of Rent Pay in exchange for 200,000 common shares.

F-8

UPAY, Inc.

Notes to the Consolidated Financial Statements

(Expressed in U.S. dollars)

Prior to the completion of the Share Exchange Agreement, the operations of the Company were insignificant and consisted only of the issuance of common stock (18,050,000 shares to founders for services valued at $24,067 and 3,750,000 shares for cash of $5,000). As a result, the acquisition was accounted for as a reverse acquisition with Rent Pay deemed the accounting acquirer and the Company deemed the accounting acquiree. The reverse acquisition was a capital transaction in substance and therefore has been accounted for as a recapitalization, wherein the consolidated financial statements represent the continuation of the financial statements of Rent Pay (the accounting acquirer/legal subsidiary) except for its capital structure. Assets acquired and liabilities assumed are reported at their historical amounts. These consolidated financial statements include the accounts of the Company since the effective date of the recapitalization and the historical accounts of Rent Pay since inception.

The assets acquired and liabilities assumed from UPAY, Inc. are as follows:

Cash	$	5,000
Total	$	5,000

4. Loans Receivable from Related Parties

a) As at February 29, 2016, the Company is owed $4,807 (February 28, 2015 - $6,616) from a company with common directorship with the Company, which is non-interest bearing, unsecured and due on demand.

b) As at February 29, 2016, the Company is owed $393 (February 28, 2015 - $1,328) from a company with common directorship with the Company, which is non-interest bearing, unsecured and due on demand.

c) As at February 29, 2016, the Company is owed $493 (February 28, 2015 - $679) from a company with common directorship with the Company, which is non-interest bearing, unsecured and due on demand.

The above loans were repaid subsequent February 29, 2016.

5. Property and Equipment, Net

Property and equipment, net, consists of the following:

	Cost		Accumulated Depreciation			February 29, 2016 Net Carrying Value		February 28, 2015 Net Carrying Value
IT equipment	$	699	$	(373	)	$	326	$	769
Motor vehicle		17,152		(11,024	)		6,128		13,155
Furniture and fixtures		2,233		(1,041	)		1,192		2,153
Office equipment		1,485		(122	)		1,363		392
Total	$	21,569	$	(12,560	)	$	9,009	$	16,469

The motor vehicle above was acquired under a capital lease (see note 7).

During the year ended February 29, 2016, the Company recorded depreciation expense of $4,946 (February 28, 2015 - $5,800) which included the amortization of equipment under capital leases.

6. Related Party Transactions

a) As at February 29, 2016, the Company is owed $nil (February 28, 2015 - $1,460) from a Director of the Company, which is non-interest bearing, unsecured and due on demand.

b) As at February 29, 2016, the Company owes $nil (February 28, 2015 - $3,313) to a Director of the Company, which is non-interest bearing, unsecured and due on demand.

F-9

UPAY, Inc.

Notes to the Consolidated Financial Statements

(Expressed in U.S. dollars)

7. Capital Lease Obligations

The Company commenced the leasing of a motor vehicle on January 1, 2013 for a term of six years. The monthly minimum lease payments are for $355 (R5,705). The lease bears interest at a variable rate per annum and is secured with the motor vehicles in property and equipment with a book value of $6,128 at February 29, 2016. As of February 29, 2016, the minimum lease payments due are as follows:

Capital Lease Obligations	Year
Lease payments
	2017	$	4,263
	2018		4,263
	2019		3,551
Total lease payments			12,077
Less interest			(2,790	)
Net capital lease obligations			9,287
Less current portion			(3,106	)
Long-term capital lease obligations		$	6,181

8. Common Stock

On October 1, 2015, the Company issued 18,050,000 shares of common stock to its founders at $.0013 per share pursuant to the recapitalization discussed above. These shares have been considered outstanding for all periods presented in these financial statements.

During November 2015, the Company issued 3,750,000 shares of common stock for cash at $.0013 per share for proceeds of $5,000.

During November 2015 the Company issued 200,000 shares of common stock valued at $0.10 per share pursuant to a share exchange agreement (See Note 3).

During the period from November 2015 through February 2016 the Company issued 870,860 shares of common stock pursuant to a private placement at $0.10 per share for proceeds of $87,086 and 27,450 shares of common stock for a stock subscription receivable of $2,745.

9. Commitments

On November 11, 2015, the Company entered into a lease agreement for renting office space in South Africa. The term of the lease is for two years commencing March 1, 2016. The monthly base rate is $555 (R8,918) in the first year and increases to $611 (R9,809) in the second year of the lease. Lease expense for the year ended February 29, 2016 was $7,395 (2015 - $8,872). As of February 29, 2016, the future lease commitments are as follows:

Year	Operating Lease Commitments
2017	$	6,660
2018	$	7,332

On June 1, 2015 the Company entered into Consultancy Agreements with two consultants whereby the consultants will assist the Company with the filing of the S-1 Registration Statement of the Company. In consideration for these services the Company will issue to each consultant 10,000 cashless warrants within ten days of the Company receiving an effectiveness notice of the S-1 filing from the Securities and Exchange Commission. The warrants have an exercise price of $5.00 and are exercisable for a two-year period following their issuance.

On January 1, 2016, the Company entered into a website service agreement whereby the Company agreed to pay a company a minimum of $3,500 in cash and issue 30,000 shares of common stock in consideration for and upon completion of a website being built. As of February 29, 2016, the website had not been completed.

F-10

UPAY, Inc.

Notes to the Consolidated Financial Statements

(Expressed in U.S. dollars)

On January 18, 2016, the Company entered into a Software Services Agreement whereby a company will provide services to develop software in consideration for 1,800,000 restricted shares of common stock to be issued within ten days of the completion of the software development. As of February 29, the services and software have not been completed.

10. Concentrations

The Company’s revenues were concentrated among three customers as of February 29, 2016, and February 28, 2015:

Customer	For the Year Ended February 29, 2016
1		33	%
2		21	%
3		14	%

Customer	For the Year Ended February 28, 2015
4		24	%
1		22	%
2		17	%

11. Income Taxes

The potential benefit of net operating losses for the Company has been fully reserved in the financial statements because the Company cannot be assured that it is more likely than not that it will utilize the net operating losses carried forward in future years. The Company did not incur any income tax expense to the Internal Revenue Services for the years ended February 29, 2016, or February 28, 2015. However, Rent Pay did have income tax expense of $3,570 to the South African Revenue Services for the year ended February 29, 2016 (February 28, 2015 – $nil). The Company will evaluate the appropriateness of the valuation allowance on an annual basis and adjust the allowance as considered necessary. The Company’s US net operating loss is approximately $35,000 at February 29, 2016, which expires in 2036.

The table below reconciles the US federal income tax rate to the effective rate for the years ended February 29, 2016 and February 28, 2015.

2016

Income Tax at Statutory Rate	(34	)%
Effect of Operating Losses	34	%
Foreign Income Tax	(44	)%
	(44	)%

2015

Income Tax at Statutory Rate	(34	)%
Effect of Operating Losses	34	%
	-

12. Subsequent Events

a) Subsequent to February 29, 2016, through July 8, 2016, the Company issued 587,000 shares of common stock pursuant to a private placement at $0.10 per share for proceeds of $58,700.

b) On April 26, 2016, the Company issued 30,000 shares of common stock pursuant to a website service agreement that the Company entered into on January 1, 2016. Refer to Note 9.

F-11

UPAY, Inc.

Notes to the Consolidated Financial Statements

(Expressed in U.S. dollars)

c) On April 18, 2016, the Company entered into a lease agreement for renting office space in the United States. The term of the lease is for one year commencing May 1, 2016. The monthly base rate is $715.

d) On June 3, 2016, the Company entered into a Consultancy Agreement for business advisory services in consideration for 300,000 restricted shares of common stock and 2,000,000 cashless warrants that have an exercise price of $3.50 and an exercise period of two years following the effectiveness notice of the S-1 filing from the Securities and Exchange Commission. On June 15, 2016, the Company issued the 300,000 shares.

F-12

PROSPECTUS

UPAY, INC.

3010 LBJ Highway, 12^th Floor

Dallas, Texas 75234

Tel.

(972) 888-6052

2,267,810 shares of Common Stock

August __, 2016

DEALER PROSPECTUS DELIVERY OBLIGATION

Until _______________, 2016, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a Prospectus. This is in addition to the dealers’ obligation to deliver a Prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

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II

INFORMATION NOT REQUIRED IN PROSPECTUS

Other Expenses of Issuance and Distribution

The following is an estimate of the expenses that will be incurred by us in connection with the issuance and distribution of the securities being registered.

SEC Registration Fee	$	22.84
Accounting Fees and Expenses		40,000
Legal Fees and Expenses*		15,000
Blue Sky Fees and Expenses*		250
Printing and Engraving*		750
Miscellaneous*
Total Estimated Expenses*	$	56,022.84

Item 14. Indemnification of Directors and Officers

Our bylaws provide that we will indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of that he is or was a director or officer.

The Nevada Revised Statutes allow us to indemnify our officers, directors, employees, and agents from any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, except under certain circumstances, except an action by or in the right of the corporation, by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by such person in connection with the action, suit or proceeding, if such person acted in good faith and in a manner, which such person reasonably believed to be in or not opposed to the best interests of the corporation, or that, with respect to any criminal action or proceeding, such person had reasonable cause to believe that the conduct was unlawful.

NRS 78.751 of the Nevada Revised Statutes allows a corporation to authorize discretionary indemnification under certain circumstances. A corporation shall have discretion to indemnify only as authorized in the specific case upon a determination may be made (i) by the shareholders; (ii) by the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit, or proceeding; (iii) if a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion; or (iv) if a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.

Item 15. Recent Sales of Unregistered Securities

On October 1, 2015, we issued 9,025,000 common stock shares to our co-founder, Wouter A. Fouche. The shares were valued at par of $0.0013 for an aggregate value of $12,033.

On October 1, 2015, we issued 9,025,000 common stock shares to our co-founder, Jaco C Folscher. The shares were valued at par of $0.0013 for an aggregate value of $12,033.

On October 26, 2015, we sold 1,875,000 common stock shares to Emerging Markets at $0.0013 per share for an aggregate purchase price of $2,500.

On October 26, 2015, we sold 1,875,000 common stock shares to Rainmaker at $0.0013 per share for an aggregate purchase price of $2,500.

On November 5, 2015, pursuant to the Share Exchange with Rent Pay, we issued 100,000 common stock shares to LoanTech Trust, a trust controlled by our officer, Wouter Fouche, at an aggregate value of $10,000.

On November 5, 2015, pursuant to the Share Exchange with Rent Pay, we issued 100,000 common stock shares to Folscher Family Trust, a trust controlled by our officer, Jaco C Folscher, at an aggregate value of $10,000.

52 

On June 15, 2016, we issued 300,000 restricted common stock shares to Ferdinand Laburschagne in return for business advisory services. The shares were valued at $0.10 per share for an aggregate value of $30,000. Ferdinand Laburschagne is Wouter A. Fouche’s brother-in-law.

The foregoing transactions pursuant to which the restricted shares were issued did not involve a public offering of our securities and, therefore, were exempt from the registration and prospectus delivery requirements of the Securities Act pursuant to the provisions of Section 4(2) of that Act. In connection with the offer and sale of the restricted shares, no general solicitation or advertising was used and no commissions were paid in connection with the offer or sale of the shares.

Between November 3, 2015 and June 10, 2016, we sold 1,485,310 restricted common stock shares to 31 Accredited Investors at a per share price of  $0.10 for aggregate proceeds of $148,531. The securities were offered and sold in a private placement offering  in reliance upon exemptions from registration pursuant to Section 4(2) of the Securities Act and Rule 506(b) of Regulation D promulgated under the Securities Act.  Among these sales, the following were made to family relationships of our two officers: (a) 50,000 shares to Kim Elizabeth Folscher, Jaco Folscher’s wife; (b) 2,000 shares to Frans Fouche, Wouter Fouche’s father; (c) 2,500 shares to Helene Foscher, Jaco Folscher’s mother; (d) 3,000 shares to Johanna Catharina Fouche, Wouter Fouche’ s mother; and (e) 40,000 shares to Desiree Fouche, Wouter Fouche’s wife.  None of the shares of the foregoing family relations to our 2 officers have been registered herein.  The foregoing transactions pursuant to which the restricted shares were issued to purchasers did not involve a public offering of our securities and, therefore, were exempt from the registration and prospectus delivery requirements of the Securities Act pursuant to the provisions of Section 4(2) of that Act. In connection with the offer and sale of the restricted shares, no general solicitation or advertising was used and no commissions were paid in connection with the offer or sale of the shares.

Exhibits and Financial Statement Schedules

The following is a complete list of Exhibits filed as part of this Registration Statement:

(a) Exhibits

Exhibit No.	Description
3.1	Articles of Incorporation and Amendment
3.5	Bylaws
4	Form of Subscription Agreement
5	Opinion of Frederick M. Lehrer, Esquire
10.1	Share Exchange Agreement with Rent Pay (Pty) Ltd
10.2	Stock Purchase Agreement – Emerging Markets Consulting, LLC
10.3	Stock Purchase Agreement – Rainmaker Consulting Group, LLC

53 

10.4	Consulting Agreement – Emerging Markets Consulting, LLC
10.5	Consulting Agreement – Rainmaker Consulting Group, LLC
10.6	Software Services Agreement with Fourier Systems (Pty) Ltd.
10.7	Dribble Out Agreement with Fourier Systems (Pty) Ltd.
10.8	Website/Software Services Agreement – Twin Harbor Web Solutions
10.9	Consulting Agreement with Ferndinand Laburschagne
10.10	Dribble Out Agreement with Ferdinand Laburschagne
23.1	Consent of Frazier & Deeter, LLC
23.2	Consent of Counsel (included in Exhibit 5)

Item 17. Undertakings.

The undersigned registrant hereby undertakes:

(1)     To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

i.     To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

ii.    To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

54 

iii.   To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2)     That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)     To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)     Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(5)     Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in Dallas, Texas, on the 9th day of August, 2016.

UPAY, INC.
August 9, 2016	By:	/s/ Wouter A. Fouche
		Wouter A. Fouche
		Chief Executive Officer (Principal Executive Officer) and Director
August 9, 2016	By:	/s/ Jaco A. Fouche
		Chief Financial Officer (Principal Financial and Accounting Officer) and Director

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

/s/ Wouter A. Fouche	Wouter A. Fouche
	Chief Executive Officer (Principal Executive Officer) and Director	August 9, 2016
/s/ Jaco C. Folscher	Jaco C. Folscher
	Chief Financial Officer (Principal Financial and Accounting Officer) and Director	August 9, 2016

55 

EX-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 (10,000,000) shares of blank check preferred stock, par value $0.001 per share (the "Preferred Stock").

EX-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 authorized notice of the meeting.

Section 1.2 Annual Meeting. The annual meeting of the stockholders shall be held on the date and at the time fixed, from time to time, by the board of directors. The annual meeting shall be for the purpose of electing a board of directors and transacting such other business as may properly be brought before the meeting.

Section 1.3 Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the articles of incorporation, may be called by the president and shall be called by the president or secretary if requested in writing by the holders of not less than one tenth (1/10) of all the voting power of the shares of stock entitled to vote at the meeting. Such request shall state the purpose or purposes of the proposed meeting.

Section 1.4 Notices. Written notice stating the place, date and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting, except as otherwise required by statute or the articles of incorporation, either personally, by mail or by a form of electronic transmission consented to by the stockholder, to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the official government mail of the United States or any other country, postage prepaid, addressed to the stockholder at his address as it appears on the stock records of the Corporation. If given personally or otherwise than by mail, such notice shall be deemed to be given when either handed to the stockholder or delivered to the stockholder’s address as it appears on the records of the Corporation.

Section 1.5 Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting, or at any adjournment of a meeting, of stockholders; or entitled to receive payment of any dividend or other distribution or allotment of any rights; or entitled to exercise any rights in respect of any change, conversion, or exchange of stock; or for the purpose of any other lawful action; the board of directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors. The record date for determining the stockholders entitled to notice of or to vote at any meeting of the stockholders or any adjournment thereof shall not be more than sixty nor less than ten days before the date of such meeting. The record date for determining the stockholders entitled to consent to corporate action in writing without a meeting shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. The record date for any other action shall not be more than sixty days prior to such action. If no record date is fixed, (i) the record date for determining stockholders entitled to notice of or to vote at any meeting shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived by all stockholders, at the close of business on the day next preceding the day on which the meeting is held; (ii) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the board of directors is required, shall be the first date on which a signed written consent setting forth the action taken or to be taken is delivered to the Corporation and, when prior action by the board of directors is required, shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action; and (iii) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating to such other purpose. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

Section 1.6 Voting List. If the Corporation shall have more than five (5) stockholders, the secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order and showing the address and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, at the Corporation’s principal offices. The list shall be produced and kept at the place of the meeting during the whole time thereof and may be inspected by any stockholder who is present.

Section 1.7 Quorum. At every meeting of the stockholders, the holders of a majority of the voting power of the shares of stock issued and outstanding and entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business, except as otherwise provided by statute or by the articles of incorporation. If, however, such a quorum shall not be present at any meeting of stockholders, the stockholders entitled to vote, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice if the time and place are announced at the meeting, until a quorum shall be present. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the original meeting. If the adjournment is for more than thirty days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 1.8 Voting and Proxies. At every meeting of the stockholders, each stockholder shall be entitled to that number of votes, in person or by proxy, for each share of the capital stock having voting power held by such stockholder to which such share is entitled, but no proxy shall be voted on after six months from its date unless the proxy provides for a longer period, which may not exceed seven years. When a specified item of business is required to be voted on by a class or series of stock, the holders of a majority of the shares of such class or series shall constitute a quorum for the transaction of such item of business by that class or series. If a quorum is present at a properly held meeting of the stockholders, the affirmative vote of the majority of the voting power of the shares of stock represented in person or by proxy and entitled to vote on the subject matter under consideration, shall be the act of the stockholders, unless the vote of a greater number or voting by classes (i) is required by the articles of incorporation, or (ii) has been provided for in an agreement among all stockholders entered into pursuant to and enforceable under Nevada Revised Statutes §78.365.

Section 1.9 Waiver. Attendance of a stockholder of the Corporation, either in person or by proxy, at any meeting, whether annual or special, shall constitute a waiver of notice of such meeting, except where a stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. A written waiver of notice of any such meeting signed by a stockholder or stockholders entitled to such notice, whether before, at or after the time for notice or the time of the meeting, shall be equivalent to notice. Neither the business to be transacted at, nor the purpose of, any meeting need be specified in any written waiver of notice.

Section 1.10 Stockholder Action Without a Meeting. Except as may otherwise be provided by any Applicable provision of the Nevada Revised Statutes, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if, before or after the action, a written consent thereto is signed by stockholders holding at least a majority of the voting power, provided that if a different proportion of voting power is required for such an action at a meeting, then that proportion of written consents is required. In no instance where action is authorized by written consent need a meeting of stockholders be called or noticed.

ARTICLE II

Directors

Section 2.1 Number. The number of directors shall be one or more, as fixed from time to time by resolution of the board of directors; provided, however, that the number of directors shall not be reduced so as to shorten the tenure of any director at the time in office.

Section 2. Elections. Except as provided in Section 2.3 of this Article II, the board of directors shall be elected at the annual meeting of the stockholders or at a special meeting called for that purpose. Each director shall hold such office until his successor is elected and qualified or until his earlier resignation or removal.

Section 2.3 Vacancies. Any vacancy occurring on the board of directors and any directorship to be filled by reason of an increase in the board of directors may be filled by the affirmative vote of a majority of the remaining directors, although less than a quorum, or by a sole remaining director. Such newly elected director shall hold such office until his successor is elected and qualified or until his earlier resignation or removal.

Section 2.4 Meetings. The board of directors may, by resolution, establish a place and time for regular meetings which may be held without call or notice.

Section 2.5 Notice of Special Meetings. Special meetings may be called by the president or any two members of the board of directors. Notice of special meetings shall be given to each member of the board of directors: (i) by mail by the secretary, the members of the board calling the meeting by depositing the same in the official government mail of the United States or any other country, postage prepaid, at least seven days before the meeting, addressed to the director at the last address he has furnished to the Corporation for this purpose, and any notice so mailed shall be deemed to have been given at the time when mailed; or (ii) in person, by telephone or by electronic transmission addressed as stated above at least forty-eight hours before the meeting, and such notice shall be deemed to have been given when such personal or telephone conversation occurs or at the time when such electronic transmission is delivered to such address.

Section 2.6 Quorum. At all meetings of the board, a majority of the total number of directors shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, except as otherwise specifically required by statute, the articles of incorporation or these bylaws. If less than a quorum is present, the director or directors present may adjourn the meeting from time to time without further notice. Voting by proxy is not permitted at meetings of the board of directors.

Section 2.7 Waiver. Attendance of a director at a meeting of the board of directors shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. A written waiver of notice signed by a director or directors entitled to such notice, whether before, at or after the time for notice or the time of the meeting, shall be equivalent to the giving of such notice.

Section 2.8 Action Without Meeting. Any action required or permitted to be taken at a meeting of the board of directors may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the directors and filed with the minutes of proceedings of the board of directors. Any such consent may be in counterparts and shall be effective on the date of the last signature thereon unless otherwise provided therein.

Section 2.9 Attendance by Telephone. Members of the board of directors may participate in a meeting of such board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

ARTICLE III
Officers

Section 3.1 Election. The Corporation shall have such officers, with such titles and duties, as the board of directors may determine by resolution, which must include a president, a secretary and a treasurer and may include one or more vice presidents and one or more assistants to such officers. The officers shall in any event have such titles and duties as shall enable the Corporation to sign instruments and stock certificates complying with Section 6.1 of these bylaws, and one of the officers shall have the duty to record the proceedings of the stockholders and the directors in a book to be kept for that purpose. The officers shall be elected by the board of directors: provided, however, that the board may appoint one or more assistant secretaries and assistant treasurers and such other subordinate officers as they deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as are prescribed in the bylaws or as may be determined from time to time by the board of directors. Any two or more offices may be held by the same person.

Section 3.2 Removal and Resignation. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any officer may resign at any time by giving written notice of his resignation to the secretary, and acceptance of such resignation shall not be necessary to make it effective unless the notice so provides. Any vacancy occurring in any office shall be filled by the board of directors.

Section 3.3 President. The president shall be the chief executive officer of the Corporation, and shall have general and active management of the business and affairs of the Corporation, under the direction of the board of directors. Unless the board of directors has appointed another presiding officer, the president shall preside at all meetings of the stockholders and the board of directors.

Section 3.4 Vice President. The vice president or, if there is more than one, the vice presidents in the order determined by the board of directors or, in lieu of such determination, in the order determined by the president, shall be the officer or officers next in seniority after the president. Each vice president shall also perform such duties and exercise such powers as are appropriate and such as are prescribed by the board of directors or, in lieu of or in addition to such prescription, such as are prescribed by the president from time to time. Upon the death, absence or disability of the president, the vice president or, if there is more than one, the vice presidents in the order determined by the board of directors or, in lieu of such determination, in the order determined by the president, shall be the officer or officers next in seniority after the president and shall perform the duties and exercise the powers of the president.

Section 3.5 Assistant Vice President. The assistant vice president, if any, or, if there is more than one, the assistant vice presidents shall, under the supervision of the president or a vice president, perform such duties and have such powers as are prescribed by the board of directors, the president or a vice president from time to time.

Section 3.6 Secretary. The secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, keep the minutes of such meetings, have charge of the corporate seal and stock records, be responsible for the maintenance of all corporate files and records and the preparation and filing of reports to governmental agencies (other than tax returns), have authority to affix the corporate seal to any instrument requiring it (and, when so affixed, attest it by his signature), and perform such other duties and have such other powers as are appropriate and such as are prescribed by the board of directors or the president from time to time.

Section 3.7 Assistant Secretary. The assistant secretary, if any, or, if there is more than one, the assistant secretaries in the order determined by the board of directors or, in lieu of such determination, by the president or the secretary shall, in the absence or disability of the secretary or in case such duties are specifically delegated to him by the board of directors or the secretary, perform the duties and exercise the powers of the secretary and shall, under the supervision of the secretary, perform such other duties and have such other powers as are prescribed by the board of directors or the secretary from time to time.

Section 3.8 Treasurer. The treasurer shall have control of the funds and the care and custody of all the stocks, bonds and other securities of the Corporation and shall be responsible for the preparation and filing of tax returns. He shall receive all moneys paid to the Corporation and shall have authority to give receipts and vouchers, to sign and endorse checks and warrants in its name and on its behalf, and give full discharge for the same. He shall also have charge of the disbursement of the funds of the Corporation and shall keep full and accurate records of the receipts and disbursements. He shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as shall be designated by the board of directors and shall perform such other duties and have such other powers as are appropriate and such as are prescribed by the board of directors or the president from time to time.

Section 3.9 Assistant Treasurer. The assistant treasurer, if any, or, if there is more than one, the assistant treasurers in the order determined by the board of directors or, in lieu of such determination, by the treasurer shall, in the absence or disability of the treasurer or in case such duties are specifically delegated to him by the board of directors or the treasurer, perform the duties and exercise the powers of the treasurer and shall, under the supervision of the treasurer, perform such other duties and have such other powers as are prescribed by the board of directors, the president or the treasurer from time to time.

Section 3.10 Compensation. Officers shall receive such compensation, if any, for their services as may be authorized or ratified by the board of directors. Election or appointment as an officer shall not of itself create a right to compensation for services performed as such officer.

ARTICLE IV

Committees

Section 4.1 Designation of Committees. The board of directors may establish committees for the performance of delegated or designated functions to the extent permitted by law, each committee to consist of one or more directors of the Corporation, and if the board of directors so determines, one or more persons who are not directors of the Corporation. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum may unanimously appoint another member of the board of directors to act at the meeting in the place of such absent or disqualified member.

Section 4.2 Committee Powers and Authority. The board of directors may provide, by resolution or by amendment to these bylaws, for an Executive Committee to consist of one or more directors of the Corporation (but no persons who are not directors of the Corporation) that may exercise all the power and authority of the board of directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; provided, however, that an Executive Committee may not exercise the power or authority of the board of directors in reference to amending the articles of incorporation (except that an Executive Committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the board of directors, fix the designations and any of the preferences or rights of shares of preferred stock relating to dividends, redemption, dissolution, any distribution of property or assets of the Corporation, or the conversion into, or the exchange of shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the Corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series), adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease, or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending these bylaws; and, unless the resolution expressly so provides, the Executive Committee shall not have the power or authority to declare a dividend or to authorize the issuance of stock.

Section 4.3 Committee Procedures. To the extent the board of directors or the committee does not establish other procedures for the committee, each committee shall be governed by the procedures established in Section 2.4 (except as they relate to an annual meeting of the board of directors) and Sections 2.5, 2.6, 2.7, 2.8 and 2.9 of these bylaws, as if the committee were the board of directors.

ARTICLE V

Indemnification

Section 5.1 Expenses for Actions Other Than By or In the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director or officer of the Corporation, or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, association or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with which action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, that he had reasonable cause to believe that his conduct was unlawful.

Section 5.2 Expenses for Actions By or In the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation, or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, association or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Section 5.3 Successful Defense. To the extent that any person referred to in the preceding two sections of this Article V has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in such sections, or in defense of any claim issue, or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

Section 5.4 Determination to Indemnify. Any indemnification under the first two sections of this Article V (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth therein. Such determination shall be made (i) by the stockholders, (ii) by the board of directors by majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (iii) if such quorum is not obtainable or, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion.

Section 5.5 Expense Advances. Expenses incurred by an officer or director in defending any civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article V.

Section 5.6 Provisions Nonexclusive. The indemnification and advancement of expenses provided by, or granted pursuant to, the other sections of this Article V shall not be deemed exclusive of any other rights to which any person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation or under any other bylaw, agreement, insurance policy, vote of stockholders or disinterested directors, statute or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

Section 5.7 Insurance. By action of the board of directors, notwithstanding any interest of the directors in the action, the Corporation shall have power to purchase and maintain insurance, in such amounts as the board of directors deems appropriate, on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, association or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not he is indemnified against such liability or expense under the provisions of this Article V and whether or not the Corporation would have the power or would be required to indemnify him against such liability under the provisions of this Article V or of the Nevada Revised Statutes §78.7502; §78.751 or §78.752 or by any other applicable law.

Section 5.8 Surviving Corporation. The board of directors may provide by resolution that references to “the Corporation” in this Article V shall include, in addition to this Corporation, all constituent corporations absorbed in a merger with this Corporation so that any person who was a director or officer of such a constituent corporation or is or was serving at the request of such constituent corporation as a director, employee or agent of another corporation, partnership, joint venture, trust, association or other entity shall stand in the same position under the provisions of this Article V with respect to this Corporation as he would if he had served this Corporation in the same capacity or is or was so serving such other entity at the request of this Corporation, as the care may be.

Section 5.9 Inurement. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article V shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors, and administrators of such person.

Section 5.10 Employees and Agents. To the same extent as it may do for a director or officer, the Corporation may indemnify and advance expenses to a person who is not and was not a director or officer of the Corporation but who is or was an employee or agent of the Corporation or who is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation partnership, joint venture, trust, association or other enterprise.

ARTICLE VI

Stock

Section 6.1 Certificates. Every holder of stock in the Corporation represented by certificates and, upon request, every holder of uncertificated shares shall be entitled to have a certificate, signed by or in the name of the Corporation by the President, or a vice president, and by the secretary or an assistant secretary, or the treasurer or an assistant treasurer of the Corporation, certifying the number of shares owned by him in the Corporation.

Section 6.2 Facsimile Signatures. Where a certificate of stock is countersigned (i) by a transfer agent other than the Corporation or its employee or (ii) by a registrar other than the Corporation or its employee, any other signature on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed, or whose facsimile signature or signatures have been placed upon any such certificate shall cease to be such officer, transfer agent or registrar, whether because of death resignation or otherwise, before such certificate is issued, the certificate may nevertheless be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

Section 6.3 Transfer of Stock. Transfers of shares of stock of the Corporation shall be made on the books of the Corporation only upon presentation of the certificate or certificates representing such shares properly endorsed or accompanied by a proper instrument of assignment, except as may otherwise be expressly provided by the laws of the State of Nevada or by order by a court of competent jurisdiction. The officers or transfer agents of the Corporation may, in their discretion, require a signature guaranty before making any transfer.

Section 6.4 Lost Certificates. The board of directors may direct that a new certificate of stock be issued in place of any certificate issued by the Corporation that is alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen, or destroyed. When authorizing such issue of a new certificate, the board of directors may, in its discretion and as a condition precedent to the issuance of a new certificate, require the owner of such lost, stolen, or destroyed certificate, or his legal representative, to give the Corporation a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

ARTICLE VII

Seal

The board of directors may, but are not required to, adopt and provide a common seal or stamp which, when adopted, shall constitute the corporate seal of the Corporation. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or manually reproduced.

ARTICLE VIII

Fiscal Year

The board of directors, by resolution, may adopt a fiscal year for the Corporation.

ARTICLE IX

Amendment of Bylaws

Section 9.1 By the Stockholders. These bylaws may be amended, altered, or repealed at any regular or special meeting of the stockholders if notice of the proposed alteration or amendment is contained in the notice of the meeting.

Section 9.2 By the Board of Directors. These bylaws may be amended, altered, or repealed by the affirmative vote of a majority of the entire board of directors at any regular or special meeting of the board.

EX-4

Exhibit 4

SUBSCRIPTION AGREEMENT

THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of _________, 201_, is entered into by and between UPAY, Inc., a Nevada corporation (the “Company”), and the subscribers identified on the signature pages hereto (each a “Subscriber” and collectively, the “Subscribers”).

RECITALS:

WHEREAS, the Company and the Subscribers are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by the provisions of Regulation S (“Regulation S”) and Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”); and

WHEREAS, the Company desires to offer and sell in a private offering up to 1,500,000 shares of the Company’s common stock, at a par value of $0.001 per share (the “Common Stock at a price of $0.10 per share (the “Purchase Price”) for aggregate gross proceeds of up to $150,000 (the “Offering”), which Offering is being made on a “best efforts” basis. The shares of Common Stock sold in this Offering will not be registered under the 1933 Act, in reliance upon an exemption from securities registration afforded by the provisions of Regulation S and Regulation D as promulgated by the Commission under the 1933 Act. There is no minimum investment per Subscriber; and

WHEREAS, the Company desires to enter into this Agreement to issue and sell the Shares and the Subscriber desires to purchase that number of Shares set forth on the signature page hereto on the terms and conditions set forth herein.

AGREEMENT:

NOW, THEREFORE, in consideration of the mutual covenants and other agreements contained in this Agreement, the Company and the Subscriber hereby agree as follows:

1.             Purchase and Sale of the Shares.

(a)           Subject to the terms set forth herein, the Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company that number of Shares as set forth on the signature page hereto at the Purchase Price. The aggregate Purchase Price is payable by check or wire transfer of immediately available funds to the Company as described in Section 1(b).

(b)           The Company reserves the right to reject any subscription made hereby, in whole or in part, in its sole discretion. The Company’s agreement with each Subscriber is a separate agreement and the sale of the Shares to each Subscriber is a separate sale. Subscriber has hereby delivered and paid concurrently herewith the aggregate Purchase Price for the number of Shares set forth on the signature page hereof in an amount required to purchase and pay for such Shares, which amount has been paid in U.S. Dollars by wire transfer or check, subject to collection, to the order of “UPAY” pending the sale of the Shares, all funds paid hereunder shall be deposited to our corporate account as follows:

Wells Fargo, N.A.

East Ridge Store

1650 East Highway 50

Clermont, FL. 34711

Account Name: UPAY Incorporated

Account Number: 8915148566

ABA Number: 063107513

SWIFT: WFBIUS6S

2.             Closing Date. The issuance and sale of the Shares shall occur on the closing date (the “Closing Date”) which shall be: (A) the date that the Subscriber’s funds representing the amount due to the Company from the Purchase Price of the Offering is transmitted by wire transfer or otherwise to or for the benefit of the Company, provided that all of the conditions set forth in Section 6 hereof shall have been fulfilled or waived in accordance herewith; or (B) on such later date as the Company determines in its sole discretion. The Offering period shall expire on the earlier of (A) the date upon which subscriptions for all of the Shares offered hereby have been accepted; (B) April 30, 2016; or (C) the date upon which the Company elects to terminate the Offering. The Company reserves the right to extend the expiration deadline of the Offering. The Subscriber acknowledges and understands that this subscription is being made on a “best efforts” basis. The Subscriber hereby authorizes and directs the Company to return any funds for unaccepted subscriptions to the same account from which the funds were drawn, without interest.

The consummation of the transactions contemplated herein shall take place on the Closing Date at such time as the Subscribers and the Company may agree upon and such consummation shall take place: (A) via audio conference call and/or email; or (B) if the Subscribers and the Company agree to instead meet in person, at the offices of Szaferman Lakind Blumstein and Blader, 101 Grovers Mill Road, Suite 200, Lawrenceville, NJ 08648. The Subscriber and the Company acknowledge and agree that the Company may consummate the sale of additional Shares to the Subscriber, on the terms set forth in this Agreement on more than one Closing Date.

3.             Subscriber Representations, Warranties and Covenants. Each Subscriber agrees, represents and warrants to the Company, severally and solely with respect to itself and its purchase hereunder and not with respect to any of the other Subscribers, that:

(a)           Organization and Standing of the Subscriber. If such Subscriber is an entity, such Subscriber is a corporation, partnership or other entity duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization.

(b)           Authorization and Power. Such Subscriber has the requisite power and authority to enter into and perform this Agreement and to purchase the Shares being sold to it hereunder. The execution, delivery and performance of this Agreement by such Subscriber and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of such Subscriber or its board of directors, stockholders, partners, members, as the case may be, is required. This Agreement has been duly authorized, executed and delivered by such Subscriber and constitutes, or shall constitute when executed and delivered, a valid and binding obligation of such Subscriber enforceable against such Subscriber in accordance with the terms thereof.

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(c)           No Conflicts. The execution, delivery and performance of this Agreement and the consummation by such Subscriber of the transactions contemplated hereby or relating hereto do not and will not: (A) contravene, conflict with, or result in a violation of any provision of the organizational documents of the Subscriber (if the Subscriber is not a natural person); (B) contravene, conflict with, constitute a default (or an event or condition which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or acceleration of, any agreement or instrument to which the undersigned is a party or by which the properties or assets of the undersigned are bound; or (C) contravene, conflict with, result in any breach of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, impair the rights of the undersigned under, or alter the obligations of any person under, or create in any person the right to terminate, amend, accelerate or cancel, or require any notice, report or other filing (whether with a governmental authority or any other person) pursuant to, or result in the creation of a lien on any of the assets or properties of the Subscriber under, any note, bond, mortgage, indenture, contract, lease, license, permit, franchise or other instrument or obligation to which the Subscriber is a party or any of the Subscriber’s assets and properties are bound or affected.

(d)           Residency. The Subscriber is a resident of or a corporation or other entity with its principal business address of the place set forth on the signature page hereto and is not acquiring the Shares as a nominee or agent or otherwise for any other person.

(e)           Laws and Regulations. The Subscriber will comply with all applicable laws and regulations in effect in any jurisdiction in which the undersigned purchases or sells Shares and obtain any consent, approval or permission required for such purchases or sales under the laws and regulations of any jurisdiction to which the undersigned is subject or in which the undersigned makes such purchases or sales, and the Company shall have no responsibility therefore.

(f)           No Action Pending. There is no action pending against, or to the knowledge of the Subscriber, threatened against or affecting, the Subscriber by any governmental authority or other person with respect to the Subscriber that challenges, or may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the transactions contemplated by this Agreement.

(g)           Acquisition for Investment. The Subscriber is acquiring the Shares solely for its own account for the purpose of investment and not with a view to or for resale in connection with a distribution. The Subscriber does not have a present intention to sell the Shares, nor a present arrangement (whether or not legally binding) or intention to effect any distribution of the Shares to or through any person or entity; provided, however, that by making the representations herein and subject to Section 3(I) below, the Subscriber does not agree to hold the Shares for any minimum or other specific term and reserves the right to dispose of the Shares at any time in accordance with federal and state securities laws applicable to such disposition. The Subscriber acknowledges that it is able to bear the financial risks associated with an investment in the Shares and that it has been given full access to such records of the Company and the subsidiaries and to the officers of the Company and the subsidiaries and received such information as it has deemed necessary or appropriate to conduct its due diligence investigation and has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company’s stage of development so as to be able to evaluate the risks and merits of its investment in the Company. The Subscriber further acknowledges that the Subscriber understands that the purchase of the Shares involves substantial risks.

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(h)         Information on Company. The Subscriber agrees, acknowledges and understands that the Subscriber and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company, and materials relating to the offer and sale of the Shares that have been requested by the Subscriber or its advisors. The Subscriber represents and warrants that the Subscriber and its advisors, if any, have been afforded the opportunity to ask questions of the Company. The Subscriber agrees, acknowledges and understands that neither such inquiries nor any other due diligence investigation conducted by the Subscriber or any of its advisors or representatives modify, amend or affect the Subscriber’s right to rely on the Company’s representations and warranties contained herein.

Such Subscriber has received in writing from the Company such other information concerning its operations, financial condition and other matters as such Subscriber has requested in writing (the “Disclosure Materials”), and considered all factors such Subscriber deems material in deciding on the advisability of investing in the Shares. Such Subscriber has relied on the Disclosure Materials in making its investment decision.

(i)            Opportunities for Additional Information.  The Subscriber acknowledges that the Subscriber has had the opportunity to ask questions of and receive answers from, or obtain additional information from, the executive officers of the Company concerning the financial and other affairs of the Company.

(j)            Information on Subscribers that are U.S. Persons.

(i)            The Subscriber understands that the investment offered hereunder has not been registered under the 1933 Act. The Subscriber is acquiring the Shares for the Subscriber’s own account, for investment purposes only, and not with a view towards resale or distribution.

(ii)           At the time the Subscriber was offered the Shares, it was, and at the date hereof, such Subscriber is a “U.S. Person” which is defined as:

(A)	Any natural person resident in the United States;
(B)	Any partnership or corporation organized or incorporated under the laws of the United States;
(C)	Any estate of which any executor or administrator is a U.S. person;

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(D)	Any trust of which any trustee is a U.S. person;
(E)	Any agency or branch of a foreign entity located in the United States;
(F)	Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;
(G)	Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident of the United States; and
(H)	Any partnership or corporation if (i) organized or incorporated under the laws of any foreign jurisdiction and (ii) formed by a U.S. person principally for the purpose of investing in securities not registered under the 1933 Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) of Regulation D promulgated under the 1933 Act) who are not natural persons, estates or trusts.

“United States” or “U.S.” means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia.

(iii)           By its execution of this Agreement, the Subscriber, if it is a “U.S. Person”, represents and warrants to the Company as indicated on its signature page to this Agreement, that the Subscriber either: (A) is, and will be on the Closing Date, an Accredited Investor as defmed under Rule 501 of the 1933 Act; or (B) has such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks of the prospective investment. The Subscriber understands that the Shares are being offered and sold to the undersigned in reliance upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the undersigned set forth in this Agreement, in order that the Company may determine the applicability and availability of the exemptions from registration of the Shares on which the Company is relying.

(k)          Information on Subscribers that are Not U.S. Persons.

(i)          The Subscriber understands that the investment offered hereunder has not been registered under the 1933 Act. The Subscriber is acquiring the Shares for the Subscriber’s own account, for investment purposes only, and not with a view towards resale or distribution.

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(ii)         At the time the Subscriber was offered the Shares, it was not, and at the date hereof, such Subscriber is not a “U.S. Person” as defined in Section 3(j)(ii).

(iii)        The Subscriber understands that no action has been or will be taken in any jurisdiction by the Company that would permit a public offering of the Shares in any country or jurisdiction where action for that purpose is required.

(iv)        The Subscriber, if it is not a “U.S. Person” (i) as of the execution date of this Agreement is not located within the United States, and (ii) is not purchasing the Shares for the account or benefit of any U.S. person except in accordance with one or more available exemptions from the registration requirements of the 1933 Act or in a transaction not subject thereto.

(v)         The Subscriber, if it is not a “U.S. Person”, will not resell the Shares except in accordance with the provisions of Regulation S (Rules 901 through 905 and Preliminary Notes thereto), pursuant to a registration under the 1933 Act, or pursuant to an available exemption from registration; and agrees not to engage in hedging transactions with regard to such securities unless in compliance with the 1933 Act.

(vi)        The Subscriber, if it is not a “U.S. Person”, will not engage in hedging transactions with regard to shares of the Company prior to the expiration of the distribution compliance period specified in Category 2 or 3 (paragraph (b)(2) or (b)(3)) in Rule 903 of Regulation S, as applicable, unless in compliance with the 1933 Act; and as applicable, shall include statements to the effect that the securities have not been registered under the 1933 Act and may not be offered or sold in the United States or to U.S. persons (other than distributors) unless the securities are registered under the 1933 Act, or an exemption from the registration requirements of the 1933 Act is available.

(vi)        The Subscriber, if it is not a “U.S. Person”, acknowledges that the Company makes no representation or warranty that any Shares issued outside of the U.S. have been offered or sold in compliance with the laws of the jurisdiction into which such Shares were issued. The undersigned warrants to the Company that no filing is required by the Company with any governmental authority in the undersigned’s jurisdiction in connection with the transactions contemplated hereby. The undersigned has satisfied itself as to the full observance of the laws of its jurisdiction in connection with the acquisition of the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Shares. The undersigned’s acquisition of and payment for, and its continued ownership of the Shares, will not violate any applicable securities or other laws of his, her or its jurisdiction.

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(l)          Compliance with 1933 Act. Such Subscriber understands and agrees that the Shares and the shares of Common Stock underlying the Shares sold in this Offering have not been registered under the 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of the Subscriber contained herein), and that such Shares must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration. The Subscriber acknowledges that the Subscriber is familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the 1933 Act (“Rule 144”), and that such person has been advised that Rule 144 permits resales only under certain circumstances. The Subscriber understands that to the extent that Rule 144 is not available, the Subscriber will be unable to sell any Shares without either registration under the 1933 Act or the existence of another exemption from such registration requirement. In any event, and subject to compliance with applicable securities laws, the Subscriber may enter into lawful hedging transactions in the course of hedging the position they assume and the Subscriber may also enter into lawful short positions or other derivative transactions relating to the Shares, and deliver the Shares, to close out their short or other positions or otherwise settle other transactions, or loan or pledge the Shares, to third parties who in turn may dispose of these Shares.

(m)          Purchased Shares Legend. The Shares shall bear the following or similar legend:

“[NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE BEEN [THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES; PROVIDED THAT IN CONNECTION WITH ANY FORECLOSURE OR TRANSFER OF THE SECURITIES, THE TRANSFEROR SHALL COMPLY WITH THE PROVISIONS HEREIN, IN THE SUBSCRIPTION AGREEMENT AND THE REGISTRATION RIGHTS AGREEMENT, AND UPON FORECLOSURE OR TRANSFER OF THE SECURITIES, SUCH FORECLOSING PERSON OR TRANSFEREE SHALL COMPLY WITH ALL PROVISIONS CONTAINED HEREIN, IN THE SUBSCRIPTION AGREEMENT AND THE REGISTRATION RIGHTS AGREEMENT.]”

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(n)           Communication of Offer. The offer to sell the Shares was directly communicated to such Subscriber by the Company. At no time was such Subscriber presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement, or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer. No form of “directed selling efforts” (as defined in Rule 902 of Regulation S under the 1933 Act), general solicitation or general advertising in violation of the 1933 Act has been or will be used nor will any offers by means of any directed selling efforts in the United States be made by the Subscriber or any of their representatives in connection with the offer and sale of the Shares.

(o)           No Governmental Review. Such Subscriber understands that no United States federal or state agency or any other governmental agency has passed on or made recommendations or endorsement of the Shares or the suitability of the investment in the Shares nor have such authorities passed upon or endorsed the merits of the offering of the Shares., nor have foregoing authorities confirmed the accuracy or determined the adequacy of any information concerning the Company that has been supplied to such Subscriber and that any representation to the contrary is a criminal offense.

(p)           Correctness of Representations. Such Subscriber represents that the foregoing representations and warranties are true and correct as of the date hereof and, unless such Subscriber otherwise notifies the Company prior to the Closing Date, shall be true and correct as of the Closing Date. The Subscriber understands that the Shares are being offered and sold in reliance on a transactional exemptions from the registration requirement of federal and state securities laws and the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Subscriber set forth herein in order to determine the applicability of such exemptions and the suitability of the Subscriber to acquire the Shares.

(q)           Short Sales and Confidentiality. Other than the transaction contemplated hereunder, the Subscriber has not directly or indirectly, nor has any person acting on behalf of or pursuant to any understanding with the Subscriber, executed any disposition, including short sales (but not including the location and/or reservation of borrowable shares of the Shares), in the securities of the Company during the period commencing from the time that the Subscriber first received a term sheet from the Company or any other person setting forth the material terms of the transactions contemplated hereunder. The Subscriber covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company as described in Section 5(c), the Subscriber will maintain the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). The Subscriber shall maintain in confidence, and will cause their respective directors, officers, employees, agents, and advisors to maintain in confidence, any written, oral, or other, non-public material information obtained from the Company in connection with the Company, the Shares, this Agreement or the transactions contemplated by this Agreement, unless (A) such information becomes publicly available through no fault of such party, or (B) the furnishing or use of such information is required by or necessary or appropriate in connection with legal proceedings. The Subscriber understands and acknowledges that the Commission currently takes the position that coverage of short sales of shares of the Shares “against the box” prior to the effective date of the Registration Statement with the Shares is a violation of Section 5 of the 1933 Act, as set forth in Item 65, Section 5 under Section A, of the Manual of Publicly Available Telephone Interpretations, dated July 1997, compiled by the Office of Chief Counsel, Division of Corporation Finance. Notwithstanding the foregoing, the Subscriber does not make any representation, warranty or covenant hereby that it will not engage in short sales in the securities of the Company after the date that the transactions contemplated by this Agreement are first publicly announced as described in Section 5(c). Notwithstanding the foregoing, in the case of a Subscriber that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Subscriber’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Subscriber’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Shares covered by this Agreement.

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(r)            Acknowledgement of Risk. The Subscriber agrees, acknowledges and understands that its investment in the Shares involves a significant degree of risk, including, without limitation that: (A) the Company is a development stage business with limited operating history and requires substantial funds in addition to the proceeds from the sale of the Shares; (B) an investment in the Company is highly speculative and only subscribers who can afford the loss of their entire investment should consider investing in the Company and the Shares; (C) the Subscriber may not be able to liquidate its investment; (D) transferability of the Shares is extremely limited; and (E) in the event of a disposition of the Shares, the Subscriber can sustain the loss of its entire investment.

(s)            No Brokers. The Subscriber has not engaged, consented to or authorized any broker, finder or intermediary to act on its behalf, directly or indirectly, as a broker, finder or intermediary in connection with the transactions contemplated by this Agreement. The Subscriber hereby agrees to indemnify and hold harmless the Company from and against all fees, commissions or other payments owing to any such person or firm acting on behalf of the Subscriber hereunder.

(t)            Reliance on Representations. The Subscriber agrees, acknowledges and understands that the Company and its counsel are entitled to rely on the representations, warranties and covenants made by the Subscriber herein. Subscriber further represents and warrants that this Agreement does not contain any untrue statement or a material fact or omit any material fact concerning Subscriber.

(u)            Additional Representations and Warranties. The Subscriber, severally and not jointly, further represents and warrants to the Company as follows: (i) such person has consulted, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors concerning its investment in the Shares and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Shares; (ii) such person understands and acknowledges that the Company is under no obligation to register the Shares for sale under the 1933 Act; (iii) such person will not transfer any or all of its Shares pursuant to Regulation D or absent an effective registration statement under the 1933 Act and applicable state securities law covering the disposition of the undersigned’s Shares, without first providing the Company with an opinion of counsel (which counsel and opinion are reasonably satisfactory to the Company) to the effect that such transfer will be made in compliance with Regulation S or will be exempt from the registration and the prospectus delivery requirements of the 1933 Act and the registration or qualification requirements of any applicable U.S. state securities laws.

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(v)          Survival. The foregoing representations and warranties shall survive for a period of one year after the Closing Date.

4.            Company Representations and Warranties. The Company represents and warrants to and agrees with each Subscriber that:

(a)           Due incorporation. The Company is a corporation or other entity duly incorporated or organized, validly existing and in good standing under the laws of Nevada and has the requisite corporate power to own its properties and to carry on its business as presently conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, other than those jurisdictions in which the failure to so qualify would not have a Material Adverse Effect. For purposes of this Agreement, a “Material Adverse Effect” means any material adverse effect on the business, operations, properties, or financial condition of the Company and its Subsidiaries individually, or in the aggregate and/or any condition, circumstance, or situation that would prohibit or otherwise materially interfere with the ability of the Company to perform any of its obligations under this Agreement in any material respect. For purposes of this Agreement, “Subsidiary” means, with respect to any entity at any date, any corporation, limited or general partnership, limited liability company, trust, estate, association, joint venture or other business entity of which more than 30% of (i) the outstanding capital stock having (in the absence of contingencies) ordinary voting power to elect a majority of the board of directors or other managing body of such entity, (ii) in the case of a partnership or limited liability company, the interest in the capital or profits of such partnership or limited liability company or (iii) in the case of a trust, estate, association, joint venture or other entity, the beneficial interest in such trust, estate, association or other entity business is, at the time of determination, owned or controlled directly or indirectly through one or more intermediaries, by such entity.

(b)           Outstanding Stock. All issued and outstanding shares of capital stock and equity interests in the Company have been duly authorized and validly issued and are fully paid and non-assessable.

(c)           Authority: Enforceability. This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement and to perform its obligations hereunder.

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(d)           Capitalization and Additional Issuances. The authorized capital stock of the Company consists of 110,000,000 shares of Common Stock. The Company, as of November 1, 2016, has 22,000,000 shares of common stock issued and outstanding. There are no warrants, options or rights to subscribe to, securities, rights, understandings or obligations convertible into or exchangeable for or giving any right to subscribe for any shares of capital stock or other equity interest of the Company or any of the Subsidiaries. There are no outstanding agreements or preemptive or similar rights affecting the Company’s common stock.

(e)            Consents. No consent, approval, authorization or order of any court, governmental agency or body or arbitrator having jurisdiction over the Company, or any of its affiliates, or the Company’s shareholders is required for the execution by the Company of this Agreement and compliance and performance by the Company of its obligations under this Agreement, including, without limitation, the issuance and sale of the Shares. This Agreement and the Company’s performance of its obligations hereunder have been unanimously approved by the Company’s board of directors. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any governmental authority in the world, including without limitation, the United States, or elsewhere is required by the Company or any affiliate of the Company in connection with the consummation of the transactions contemplated by this Agreement, except as would not otherwise have a Material Adverse Effect. Any such qualifications and filings will, in the case of qualifications, be effective on the Closing Date and will, in the case of filings, be made within the time prescribed by law.

(f)            No Violation or Conflict. Assuming the representations and warranties of the Subscriber in Section 3 are true and correct, neither the issuance nor sale of the Shares nor the performance of the Company’s obligations under this Agreement will violate, conflict with, result in a breach of, or constitute a default (or an event which with the giving of notice or the lapse of time or both would be reasonably likely to constitute a default) under (A) the articles or certificate of incorporation, charter or bylaws of the Company, (B) to the Company’s knowledge, any decree, judgment, order, law, treaty, rule, regulation or determination applicable to the Company of any court, governmental agency or body, or arbitrator having jurisdiction over the Company or over the properties or assets of the Company or any of its affiliates, (C) the terms of any bond, debenture, note or any other evidence of indebtedness, or any agreement, stock option or other similar plan, indenture, lease, mortgage, deed of trust or other instrument to which the Company or any of its affiliates is a party, by which the Company or any of its affiliates is bound, or to which any of the properties of the Company or any of its affiliates is subject, or (D) the terms of any “lock-up” or similar provision of any underwriting or similar agreement to which the Company, or any of its affiliates is a party except the violation, conflict, breach, or default of which would not have a Material Adverse Effect;

(g)           The Purchased Shares. The purchased Shares upon issuance:

(i)           are, or will be, free and clear of any security interests, liens, claims or other encumbrances, subject only to restrictions upon transfer under the 1933 Act and any applicable state securities laws;

(ii)          have been, or will be, duly and validly authorized and on the date of issuance of the Shares, the Shares will be duly and validly issued, fully paid and nonassessable or if resold in a transaction registered pursuant to the 1933 Act and pursuant to an effective registration statement or exempt from registration will be free trading, unrestricted and unlegended;

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(iii)         will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the Company or rights to acquire securities of the Company; and

(iv)         will not subject the holders thereof to personal liability by reason of being such holders.

(h)           Litigation. There is no pending or, to the best knowledge of the Company, threatened action, suit, proceeding or investigation before any court, governmental agency or body, or arbitrator having jurisdiction over the Company, or any of its affiliates that would affect the execution by the Company or the complete and timely performance by the Company of its obligations under this Agreement. There is no pending or, to the best knowledge of the Company, basis for or threatened action, suit, proceeding or investigation before any court, governmental agency or body, or arbitrator having jurisdiction over the Company, or any of its affiliates which litigation if adversely determined would have a Material Adverse Effect.

(i)            Information Concerning Company. Since inception and except as modified in the Disclosure Materials, there has been no Material Adverse Effect relating to the Company’s business, financial condition or affairs.

(j)            Defaults. The Company is not in violation of its articles of incorporation or bylaws. The Company is (i) not in default under or in violation of any other material agreement or instrument to which it is a party or by which it or any of its properties are bound or affected, which default or violation would have a Material Adverse Effect, (ii) not in default with respect to any order of any court, arbitrator or governmental body or subject to or party to any order of any court or governmental authority arising out of any action, suit or proceeding under any statute or other law respecting antitrust, monopoly, restraint of trade, unfair competition or similar matters which default would have a Material Adverse Effect, or (iii) not in violation of any statute, rule or regulation of any governmental authority which violation would have a Material Adverse Effect.

(k)            No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales of any security of the Company nor solicited any offers to buy any security of the Company under circumstances that would cause the offer of the Shares pursuant to this Agreement to be integrated with prior offerings by the Company for purposes of the 1933 Act or any applicable stockholder approval provisions. No prior offering will impair the exemptions relied upon in this Offering or the Company’s ability to timely comply with its obligations hereunder. Neither the Company nor any of its affiliates will take any action or steps that would cause the offer or issuance of the Shares to be integrated with other offerings which would impair the exemptions relied upon in this Offering or the Company’s ability to timely comply with its obligations hereunder. The Company will not conduct any offering other than the transactions contemplated hereby that may be integrated with the offer or issuance of the Shares that would impair the exemptions relied upon in this Offering or the Company’s ability to timely comply with its obligations hereunder.

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(l)            No General Solicitation. Neither the Company, nor any of its affiliates, nor to its knowledge, any person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D/Regulation S under the 1933 Act) in connection with the offer or sale of the Shares.

(m)           No Brokers. Neither the Company nor any Subsidiary has taken any action which would give rise to any claim by any person for brokerage commissions, finder’s fees or similar payments relating to this Agreement or the transactions contemplated hereby.

(n)           Dilution. The Company’s executive officers and directors understand the nature of the Shares being sold hereby and recognize that the issuance of the Shares will have a dilutive effect on the equity holdings of other holders of the Company’s equity or rights to receive equity of the Company. The board of directors of the Company has concluded, in its good faith business judgment that the issuance of the Shares is in the best interests of the Company. The Company specifically acknowledges that its obligation to issue the Shares is binding upon the Company and enforceable regardless of the dilution such issuance may have on the ownership interests of other shareholders of the Company or parties entitled to receive equity of the Company.

(o)           Foreign Corrupt Practices. Neither the Company, nor to the knowledge of the Company, any agent or other person acting on behalf of the Company, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company (or made by any person acting on its behalf of which the Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended.

(p)          Money Laundering Laws. The operations of each of the Company and its Subsidiaries are and have been conducted at all times in compliance with the money laundering requirements of all applicable governmental authorities and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental authority (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental authority or any arbitrator involving any of the Company or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.

(q)          Correctness of Representations. The Company represents that the foregoing representations and warranties are true and correct as of the date hereof in all material respects, and, unless the Company otherwise notifies the Subscribers prior to the Closing Date, shall be true and correct in all material respects as of the Closing Date; provided, that, if such representation or warranty is made as of a different date, in which case such representation or warranty shall be true as of such date.

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(r)           Survival. The foregoing representations and warranties shall survive for a period of one year after the Closing Date.

5.             Covenants of the Company. The Company covenants and agrees with the Subscribers as follows:

(a)           Use of Proceeds. The proceeds of the Offering will be employed by the Company, at its sole discretion, for expenses of the Offering and general working capital.

(b)           Governmental Authorities. The Company shall duly observe and conform in all material respects to all valid requirements of governmental authorities relating to the conduct of its business or to its properties or assets.

(c)           Confidentiality/Public Announcement. The Company agrees that except in connection with a registration statement or statements regarding the Subscriber’s Shares or in correspondence with the Commission regarding same, it will not disclose publicly or privately the identity of the Subscriber unless expressly agreed to in writing by a Subscriber or only to the extent required by law and then only upon not less than three days prior notice to Subscriber.

(d)           Non-Public Information. The Company covenants and agrees that except for the Disclosure Materials, neither it nor any other person acting on its behalf will at any time provide any Subscriber or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Subscriber shall have agreed in writing to accept such information. The Company understands and confirms that each Subscriber shall be relying on the foregoing representations in effecting transactions in securities of the Company.

6.             Closing Date Conditions.

(a)           Conditions to Obligation of the Subscriber. The obligations of the Subscriber to enter into and perform their respective obligations under this Agreement are subject, at the option of the Subscriber, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Subscriber in writing:

(i)          The representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date);

(ii)         No event, change or development shall exist or shall have occurred since the date of this Agreement that has had or is reasonably likely to have a Material Adverse Effect on the Company; and

(iii)        The Company shall have duly executed this Agreement.

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(b)           Conditions to Obligation of the Company. The obligations of the Company to enter into and perform its obligations under this Agreement are subject, at the option of the Company, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Company:

(i)          The representations and warranties of the Subscriber in this Agreement shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all material respects as of such date;

(ii)         The Purchase Price for the Shares shall have been delivered to the bank account maintained by the Company; and

(iii)        The Subscriber shall have duly executed this Agreement and shall have completed and duly executed the investor questionnaire substantially in the form attached hereto as Exhibit A and shall have delivered the executed Agreement and the completed and executed investor questionnaire to the Company.

7.            Miscellaneous.

(a)            Notices. All notices (including change of addresses) and other communications provided for herein shall be in writing and shall be deemed to have been duly given if delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid to the following addresses (or such other address as either party shall have specified by notice in writing to the other):

If to the Company, to:

UPAY, Inc.

3010 LBJ Frwy,

Suite 1200

Dallas, Texas, 75234

Attention: Wouter Fouche

(972) 888-6052

With a copy to (which copy shall not constitute notice):

Szaferman Lakind Blumstein & Blader, PC

101 Grovers Mill Road, Suite 200

Lawrenceville, NJ 08648

Attn: Gregg E. Jaclin, Esq.

(609) 275-0400

If to the Subscribers:

To each of the addresses and phone numbers listed on the signature pages of this Agreement.

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(b)           Entire Agreement; Amendment. This Agreement contains the entire understanding and agreement of the parties with respect to the matters covered hereby and, except as specifically set forth herein, neither the Company nor any of the Subscribers makes any representations, warranty, covenant or undertaking with respect to such matters and they supersede all prior understandings and agreements with respect to said subject matter, all of which are merged herein. No provision of this Agreement may be waived or amended other than by a written instrument signed by the Company and the holders of at least fifty percent (50%) of the Shares purchased in the Offering and then outstanding, and no provision hereof may be waived other than by a written instrument signed by the party against whom enforcement of any such waiver is sought. No such amendment shall be effective to the extent that it applies to less than all of the holders of the Shares then outstanding. No consideration shall be offered or paid to any person to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration is also offered to all of the holders of the Shares then outstanding.

(c)           Counterparts/Execution. This Agreement may be executed in any number of counterparts and by the different signatories hereto on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument. This Agreement may be executed by facsimile transmission, PDF, electronic signature or other similar electronic means with the same force and effect as if such signature page were an original thereof.

(d)           Law Governing this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of Nevada or in the federal courts located in the state of Nevada. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The parties executing this Agreement and other agreements referred to herein or delivered in connection herewith on behalf of the Company agree to submit to the in personam jurisdiction of such courts and hereby irrevocably waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

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(e)          Specific Enforcement, Consent to Jurisdiction. The Company and Subscribers acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which any of them may be entitled by law or equity. Subject to Section 7(d) hereof, the Company and the Subscribers hereby irrevocably waive, and agree not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction in Nevada of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper. Nothing in this Section shall affect or limit any right to serve process in any other manner permitted by law.

(f)          Damages. In the event the Subscriber is entitled to receive any liquidated damages pursuant to the Transactions Documents, the Subscriber may elect to receive the greater of actual damages or such liquidated damages.

(g)          Calendar Days. All references to “days” in this Agreement shall mean calendar days unless otherwise stated.

(h)           Captions: Certain Definitions. The captions of the various sections and paragraphs of this Agreement have been inserted only for the purposes of convenience; such captions are not a part of this Agreement and shall not be deemed in any manner to modify, explain, enlarge or restrict any of the provisions of this Agreement. As used in this Agreement the term “person” shall mean and include an individual, a partnership, a joint venture, a corporation, a limited liability company, a trust, an unincorporated organization and a government or any department or agency thereof.

(i)            Severability. In the event that any term or provision of this Agreement shall be finally determined to be superseded, invalid, illegal or otherwise unenforceable pursuant to applicable law by an authority having jurisdiction and venue, that determination shall not impair or otherwise affect the validity, legality or enforceability: (i) by or before that authority of the remaining terms and provisions of this Agreement, which shall be enforced as if the unenforceable term or provision were deleted, or (ii) by or before any other authority of any of the terms and provisions of this Agreement.

[Signature Pages Follow]

 17

SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT

Please acknowledge your acceptance of the foregoing Subscription Agreement with UPAY, Inc. by signing and returning a copy to the Company whereupon it shall become a binding agreement.

NUMBER OF SHARES   x   $0.10   = (the “Purchase Price”)

Signature	Signature (if purchasing jointly)
Name Typed or Printed	Name Typed or Printed
Entity Name	Entity Name
Address	Address
City, State and Zip Code	City, State and Zip Code
Telephone - Business	Telephone - Business
Telephone – Residence	Telephone – Residence
Facsimile – Business	Facsimile - Business
Facsimile – Residence	Facsimile – Residence
Tax ID # or Social Security #	Tax ID # or Social Security #

Name in which securities should be issued:

Dated: __________________, 201_

This Subscription Agreement is agreed to and accepted as of the date first written above.

UPAY, INC.
By:
	Name: Jaco C Folscher
	Title: President
By:
	Name: Wouter A Fouche
	Title: Chief Executive Officer

Exhibit A

INVESTOR QUESTIONNAIRE

See the attached.

EX-5

EXHIBIT 5

Frederick M. Lehrer

Attorney and Counselor at Law

600 River Birch Court, 1015

Clermont, Florida 34711

flehrer@securitiesattorney1.com

(561) 706-7646

Board of Directors

UPAY, Inc.

3010 LBJ Freeway, 12^th Floor

Dallas, Texas

August 9, 2016

Gentlemen:

This letter will constitute an opinion upon the legality of the sale by certain selling shareholders of UPAY, Inc. a Nevada corporation (the “Company”), of up to 2,267,810 common stock shares (the “Shares”), all as referred to in the Registration Statement on Form S-1 filed by the Company with the Securities and Exchange Commission. The Shares cover the resale by 29 selling security holders of a maximum of 2,267,810 common stock shares.

I have examined the Company’s Articles of Incorporation, Bylaws, and Board of Directors’ resolutions, the applicable laws of the State of Nevada and a copy of the Registration Statement. In my opinion:

· The Shares being registered for resale and held by the selling shareholders currently are legally issued, fully paid and non-assessable; and

· The Shares when sold will be validly issued and represent fully paid and non-assessable shares of the Company’s common stock.

I hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement and to the reference of Frederick M. Lehrer, Esquire under the caption “Legal Matters” in the registration statement.

Very truly yours,

Frederick M. Lehrer, P.A.

By: /s/ Frederick M. Lehrer

EX-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 and outstanding shares of RentPay (such shares being hereinafter referred to as the “RentPay Shares”); and

WHEREAS, (i) the RentPay Shareholders and RentPay believe it is in their respective best interests for the RentPay Shareholders to exchange all of the RentPay Shares for 200,000 newly-issued shares as set forth on Schedule II hereto (the “UPAY shares”) of common stock, $0.001 par value per share, of UPAY (the “Common Stock”), which, at the time of this Agreement, shall constitute approximately 0.91% of the issued and outstanding shares of UPAY Common Stock immediately after the closing of the transactions contemplated herein, and (ii) UPAY believes it is in its best interest and the best interest of its stockholders to acquire the RentPay Shares in exchange for the UPAY shares, all upon the terms and subject to the conditions set forth in this Agreement (the “Share Exchange”);

WHEREAS, this Agreement will cause RentPay to become a wholly-owned subsidiary of UPAY;

NOW, THEREFORE, in consideration of the mutual terms, conditions and other agreements set forth herein, the parties hereto agree as follows:

ARTICLE I

EXCHANGE OF RENTPAY SHARES FOR UPAY SHARES AND CANCELLATION

Section 1.1 Agreement to Exchange RentPay Shares for UPAY shares. On the Closing Date (as hereinafter defined) and upon the terms and subject to the conditions set forth in this Agreement, the RentPay Shareholders shall assign, transfer, convey and deliver the RentPay Shares to UPAY. In consideration and exchange for the RentPay Shares, UPAY shall issue, transfer, convey and deliver the UPAY shares to the RentPay Shareholders.

Section 1.2 Closing and Actions at Closing. The closing of the Share Exchange (the “Closing”) shall take place remotely via the exchange of documents and signatures at 10:00 a.m. E.D.T. on the day the conditions to closing set forth in Articles V and VI herein have been satisfied or waived, or at such other time and date as the parties hereto shall agree in writing (the “Closing Date”).

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF UPAY

UPAY represents, warrants and agrees that all of the statements in the following subsections of this Article II are true and complete as of the date hereof.

Section 2.1 Corporate Organization.

a. UPAY is a corporation duly organized, validly existing and in good standing under the laws of Nevada, and has all requisite corporate power and authority to own its properties and assets and governmental licenses, authorizations, consents and approvals to conduct its business as now conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the nature of its activities makes such qualification and being in good standing necessary, except where the failure to be so qualified and in good standing will not have a Material Adverse Effect on the activities, business, operations, properties, assets, condition or results of operation of UPAY . “Material Adverse Effect” means, when used with respect to UPAY, any event, occurrence, fact, condition, change or effect, which, individually or in the aggregate, would reasonably be expected to be materially adverse to the business, operations, properties, assets, condition (financial or otherwise), or operating results of UPAY, or materially impair the ability of UPAY to perform its obligations under this Agreement, excluding any change, effect or circumstance resulting from (i) the announcement, pendency or consummation of the transactions contemplated by this Agreement, or (ii) changes in the United States securities markets generally.

b. Copies of the certificate of incorporation and by-laws of UPAY with all amendments thereto, as of the date hereof (the “UPAY Charter Documents”), have been furnished to the RentPay Shareholders and to RentPay, and such copies are accurate and complete as of the date hereof. The minute books of UPAY are current as required by law, contain the minutes of all meetings of the UPAY Board and stockholders of UPAY from its date of incorporation to the date of this Agreement, and adequately reflect all material actions taken by the UPAY Board and stockholders of UPAY . UPAY is not in violation of any of the provisions of the UPAY Charter Documents.

Section 2.2 Capitalization of UPAY.

a. The authorized capital stock of UPAY consists of 100,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock. There are 21,800,000 shares of Common Stock and 0 shares of Preferred Stock that are issued and outstanding immediately prior to this Share Exchange.

b. All of the issued and outstanding shares of Common Stock of UPAY immediately prior to this Share Exchange are, and all shares of Common Stock of UPAY when issued in accordance with the terms hereof will be, duly authorized, validly issued, fully paid and non-assessable, have been issued in compliance with all applicable U.S. federal and state securities laws and state corporate laws, and have been issued free of preemptive rights of any security holder.

c. There are no outstanding contractual obligations (contingent or otherwise) of UPAY to retire, repurchase, redeem or otherwise acquire any outstanding shares of capital stock of, or other ownership interests in, UPAY or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any other person.

Section 2.3 Subsidiaries and Equity Investments. UPAY does not directly or indirectly own any capital stock or other securities of, or any beneficial ownership interest in, or hold any equity or similar interest, or have any investment in any corporation, limited liability company, partnership, limited partnership, joint venture or other company, person or other entity.

Section 2.4 Authorization, Validity and Enforceability of Agreements. UPAY has all corporate power and authority to execute and deliver this Agreement and all agreements, instruments and other documents to be executed and delivered in connection with the transactions contemplated by this Agreement to perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by UPAY and the consummation by UPAY of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action of UPAY, and no other corporate proceedings on the part of UPAY are necessary to authorize this Agreement or to consummate the transactions contemplated hereby and thereby. This Agreement constitutes the valid and legally binding obligation of UPAY and is enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles, or by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally. UPAY does not need to give any notice to, make any filings with, or obtain any authorization, consent or approval of any government or governmental agency or other person in order for it to consummate the transactions contemplated by this Agreement, other than filings that may be required or permitted under states securities laws, the Securities Act and/or the Exchange Act resulting from the issuance of the UPAY shares.

Section 2.5 No Conflict or Violation. Neither the execution and delivery of this Agreement by UPAY, nor the consummation by UPAY of the transactions contemplated hereby will: (i) contravene, conflict with, or violate any provision of the UPAY Charter Documents: (ii) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, court, administrative panel or other tribunal to which UPAY is subject, (iii) conflict with, result in a breach of, constitute a default (or an event or condition which, with notice or lapse of time or both, would constitute a default) under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which UPAY is a party or by which it is bound, or to which any of its assets or properties are subject; or (iv) result in or require the creation or imposition of any encumbrance of any nature upon or with respect to any of UPAY’s assets, including without limitation the UPAY shares.

Section 2.6 Litigation. There is no action, suit, proceeding or investigation (“Action”) pending or, to the knowledge of UPAY, currently threatened against UPAY or any of its affiliates, that may affect the validity of this Agreement or the right of UPAY to enter into this Agreement or to consummate the transactions contemplated hereby or thereby. There is no Action pending or, to the knowledge of UPAY, currently threatened against UPAY or any of its affiliates, before any court or by or before any governmental body or any arbitration board or tribunal, nor is there any judgment, decree, injunction or order of any court, governmental department, commission, agency, instrumentality or arbitrator against UPAY or any of its affiliates. Neither UPAY nor any of its affiliates is a party or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. There is no Action by UPAY or any of its affiliates relating to UPAY currently pending or which UPAY or any of its affiliates intends to initiate.

Section 2.7 Compliance with Laws. UPAY has been and is in compliance with, and has not received any notice of any violation of any, applicable law, order, ordinance, regulation or rule of any kind whatsoever, including without limitation the Securities Act, the Exchange Act, the applicable rules and regulations of the SEC or the applicable securities laws and rules and regulations of any state.

Section 2.8 Books, Financial Records and Internal Controls. All the accounts, books, registers, ledgers, UPAY Board minutes and financial and other records of whatsoever kind of UPAY have been fully, properly and accurately kept and completed; there are no material inaccuracies or discrepancies of any kind contained or reflected therein; and they give and reflect a true and fair view of the financial, contractual and legal position of UPAY. UPAY maintains a system of internal accounting controls sufficient, in the judgment of UPAY, to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate actions are taken with respect to any differences.

Section 2.9 Employee Benefit Plans. UPAY does not have any “Employee Benefit Plan” as defined in the U.S. Employee Retirement Income Security Act of 1974 or similar plans under any applicable laws.

Section 2.10 Tax Returns, Payments and Elections. UPAY has filed all Tax (as defined below) returns, statements, reports, declarations and other forms and documents (including, without limitation, estimated tax returns and reports and material information returns and reports) (“Tax Returns”) required pursuant to applicable law to be filed with any Tax Authority (as defined below). All such Tax Returns are accurate, complete and correct in all material respects, and UPAY has timely paid all Taxes due and adequate provisions have been and are reflected in UPAY’s Financial Statements for all current taxes and other charges to which UPAY is subject and which are not currently due and payable. None of UPAY’s federal income tax returns have been audited by the Internal Revenue Service. UPAY has no knowledge of any additional assessments, adjustments or contingent tax liability (whether federal or state) of any nature whatsoever, whether pending or threatened against the UPAY for any period, nor of any basis for any such assessment, adjustment or contingency. UPAY has withheld or collected from each payment made to each of its employees, if applicable, the amount of all Taxes (including, but not limited to, United States income taxes and other foreign taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax Authority. For purposes of this Agreement, the following terms have the following meanings: “Tax” (and, with correlative meaning, “Taxes” and “Taxable”) means any and all taxes including, without limitation, (x) any net income, alternative or add-on minimum tax, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, value added, net worth, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental or windfall profit tax, custom, duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or any penalty, addition to tax or additional amount imposed by any United States, local or foreign governmental authority or regulatory body responsible for the imposition of any such tax (domestic or foreign) (a “Tax Authority”), (y) any liability for the payment of any amounts of the type described in (x) as a result of being a member of an affiliated, consolidated, combined or unitary group for any taxable period or as the result of being a transferee or successor thereof, and (z) any liability for the payment of any amounts of the type described in (x) or (y) as a result of any express or implied obligation to indemnify any other person.

Section 2.11 No Debt Obligations. Upon the Closing Date, UPAY will have no debt, obligations or liabilities of any kind whatsoever other than with respect to the transactions contemplated hereby. UPAY is not a guarantor of any indebtedness of any other person, entity or corporation.

Section 2.12 No Broker Fees. No brokers, finders or financial advisory fees or commissions will be payable by or to UPAY or any of their affiliates with respect to the transactions contemplated by this Agreement.

Section 2.13 No Disagreements with Accountants and Lawyers. There are no disagreements of any kind presently existing, or anticipated by UPAY to arise, between UPAY and any accountants and/or lawyers formerly or presently engaged by UPAY. UPAY is current with respect to fees owed to its accountants and lawyers.

Section 2.14 Disclosure. This Agreement and any certificate attached hereto or delivered in accordance with the terms hereby by or on behalf of UPAY in connection with the transactions contemplated by this Agreement do not contain any untrue statement of a material fact or omit any material fact necessary in order to make the statements contained herein and/or therein not misleading.

Section 2.15 No Undisclosed Events or Circumstances. No event or circumstance has occurred or exists with respect to UPAY or its respective businesses, properties, prospects, operations or financial condition, which, under applicable law, rule or regulation, requires public disclosure or announcement by UPAY but which has not been so publicly announced or disclosed. UPAY has not provided to RentPay, or the RentPay Shareholders, any material non-public information or other information which, according to applicable law, rule or regulation, was required to have been disclosed publicly by UPAY but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement.

Section 2.16 Disclosure. This Agreement and any certificate attached hereto or delivered in accordance with the terms hereof by or on behalf of UPAY or any of the UPAY Controlling Stockholders in connection with the transactions contemplated by this Agreement, when taken together, do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained herein and/or therein not misleading.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF RENTPAY

RentPay represents, warrants and agrees that all of the statements in the following subsections of this Article Ill, pertaining to RentPay, are true and complete as of the date hereof.

Section 3.1 Incorporation. RentPay is a company duly incorporated, validly existing, and in good standing under the laws of South Africa and has the corporate power and is duly authorized under all applicable laws, regulations, ordinances, and orders of public authorities to carry on its business in all material respects as it is now being conducted. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of RentPay’s articles of incorporation. RentPay has taken all actions required by law, its articles of incorporation, or otherwise to authorize the execution and delivery of this Agreement. RentPay has full power, authority, and legal capacity and has taken all action required by law, its articles of incorporation and otherwise to consummate the transactions herein contemplated.

Section 3.2 Authorized Shares. The number of shares which RentPay is authorized to issue consists of 1000 shares of common stock, par value $$0.072 (R1.00)per share and 0 shares of preferred stock, par value $0.072 (R1.00)per share. There are currently 1000 shares of common stock issued and outstanding. The issued and outstanding shares arc validly issued, fully paid, and non-assessable and not issued in violation of the preemptive or other rights of any person.

Section 3.3 Subsidiaries and Predecessor Corporations. RentPay does not have any subsidiaries, and does not own, beneficially or of record, any shares of any other corporation.

Section 3.4 Information. The information concerning RentPay set forth in this Agreement is complete and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading.

Section 3.5 Absence of Certain Changes or Events. There has not been any material adverse change in the business, operations, properties, assets, or condition (financial or otherwise) of RentPay; and RentPay has not (i) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its shares; (ii) made any material change in its method of management, operation or accounting, (iii) entered into any other material transaction other than sales in the ordinary course of its business; or (iv) made any increase in or adoption of any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees.

Section 3.6 Litigation and Proceedings. There are no actions, suits, proceedings, or investigations pending or, to the knowledge of RentPay after reasonable investigation, threatened by or against RentPay or affecting RentPay or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind. RentPay does not have any knowledge of any material default on its part with respect to any judgment, order, injunction, decree, award, rule, or regulation of any court, arbitrator, or governmental agency or instrumentality or of any circumstances.

Section 3.7 No Conflict With Other Instruments. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, constitute a default under, or terminate, accelerate or modify the terms of any indenture, mortgage, deed of trust, or other material agreement, or instrument to which RentPay is a party or to which any of its assets, properties or operations are subject.

Section 3.8 Compliance With Laws and Regulations. To the best of its knowledge, RentPay has complied with all applicable statutes and regulations of any federal, state, or other governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets, or condition of RentPay or except to the extent that noncompliance would not result in the occurrence of any material liability for RentPay. This compliance includes, but is not limited to, the filing of all reports to date with federal and state securities authorities.

Section 3.9 Approval of Agreement. The Board of Directors of RentPay has authorized the execution and delivery of this Agreement by RentPay and has approved this Agreement and the transactions contemplated hereby.

Section 3.10 Valid Obligation. This Agreement and all agreements and other documents executed by RentPay in connection herewith constitute the valid and binding obligation of RentPay, enforceable in accordance with its or their terms, except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF RENTPAY SHAREHOLDERS

The RentPay Shareholders hereby represents and warrants to UPAY:

Section 4.1 Authority. The RentPay Shareholders have the right, power, authority and capacity to execute and deliver this Agreement to which the RentPay Shareholders is a party, to consummate the transactions contemplated by this Agreement to which the RentPay Shareholders is a party, and to perform the RentPay Shareholders’ obligations under this Agreement to which the RentPay Shareholders is a party. This Agreement has been duly and validly authorized and approved, executed and delivered by the RentPay Shareholders. Assuming this Agreement has been duly and validly authorized, executed and delivered by the parties thereto other than the RentPay Shareholders, this Agreement is duly authorized, executed and delivered by the RentPay Shareholders and constitutes the legal, valid and binding obligation of the RentPay Shareholders, enforceable against the RentPay Shareholders in accordance with their respective terms, except as such enforcement is limited by general equitable principles, or by bankruptcy, insolvency and other similar Laws affecting the enforcement of creditors rights generally.

Section 4.2 No Conflict. Neither the execution or delivery by the RentPay Shareholders of this Agreement to which the RentPay Shareholders is a party nor the consummation or performance by the RentPay Shareholders of the transactions contemplated hereby or thereby will, directly or indirectly, (a) contravene, conflict with, or result in a violation of any provision of the Organizational Documents of the RentPay Shareholders (if the RentPay Shareholders is not a natural person); (b) contravene, conflict with, constitute a default (or an event or condition which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or acceleration of, any agreement or instrument to which the RentPay Shareholders is a party or by which the properties or assets of the RentPay Shareholders are bound; or (c) contravene, conflict with, or result in a violation of, any Law or Order to which the RentPay Shareholders, or any of the properties or assets of the RentPay Shareholders, may be subject.

Section 4.3 Litigation. There is no pending Action against the RentPay Shareholders that involves the RentPay Shares or that challenges, or may have the effect of preventing, delaying or making illegal, or otherwise interfering with, any of the transactions contemplated by this Agreement or the business of RentPay and, to the knowledge of the RentPay Shareholders, no such Action has been threatened, and no event or circumstance exists that is reasonably likely to give rise to or serve as a basis for the commencement of any such Action.

Section 4.4 Acknowledgment. The RentPay Shareholders understand and agree that the UPAY shares to be issued pursuant to this Agreement have not been registered under the Securities Act or the securities laws of any state of the U.S. and that the issuance of the UPAY shares is being effected in reliance upon an exemption from registration afforded either under Section 4(2) of the Securities Act for transactions by an issuer not involving a public offering or Regulation D promulgated thereunder or Regulation S for offers and sales of securities outside the U.S.

Section 4.5 Stock Legends. The RentPay Shareholders hereby agrees with UPAY as follows:

a. Securities Act Legend Accredited Investors. The certificates evidencing the UPAY shares issued to the RentPay Shareholders will bear the following legend:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (3) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, AND BASED ON AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT THE PROVISIONS OF REGULATION S HAVE BEEN SATISFIED.

b. Other Legends. The certificates representing such UPAY shares, and each certificate issued in transfer thereof, will also bear any other legend required under any applicable law, including, without limitation, any U.S. state corporate and state securities law, or contract.

c. Opinion. The RentPay Shareholders shall not transfer any or all of the UPAY shares pursuant to Rule 144, under the Securities Act, Regulation S or absent an effective registration statement under the Securities Act and applicable state securities law covering the disposition of the UPAY shares, without first providing UPAY with an opinion of counsel (which counsel and opinion are reasonably satisfactory to UPAY ) to the effect that such transfer will be made in compliance with Rule 144, under the Securities Act, Regulation S or will be exempt from the registration and the prospectus delivery requirements of the Securities Act and the registration or qualification requirements of any applicable U.S. state securities laws.

Section 4.6 Ownership of Shares. The RentPay Shareholders are both the record and beneficial owner of the RentPay Shares. The RentPay Shareholders are not the record or beneficial owner of any other shares of RentPay. The RentPay Shareholders has and shall transfer at the Closing, good and marketable title to the RentPay Shares, free and clear of all liens, claims, charges, encumbrances, pledges, mortgages, security interests, options, rights to acquire, proxies, voting trusts or similar agreements, restrictions on transfer or adverse claims of any nature whatsoever, excepting only restrictions on future transfers imposed by applicable law.

Section 4.7 Pre-emptive Rights. At Closing, no RentPay Shareholders has any pre-emptive rights or any other rights to acquire any shares of RentPay that have not been waived or exercised.

Section 4.8 Accredited Investor. All RentPay Shareholders receiving shares of UPAY pursuant to this Agreement are “accredited investors” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

ARTICLE V

CONDITIONS TO OBLIGATIONS OF RENTPAY

AND THE RENTPAY SHAREHOLDERS

The obligations of RentPay and the RentPay Shareholders to consummate the transactions contemplated by this Agreement are subject to the fulfillment, at or before the Closing Date, of the following conditions, any one or more of which may be waived by RentPay and the RentPay Shareholders at their sole discretion:

Section 5.1 Representations and Warranties of UPAY. All representations and warranties made by UPAY in this Agreement shall be true and correct in all material respects on and as of the Closing Date, except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case, subject to the limitations applicable to the particular date or period, they will be true and correct in all material respects on and as of the Closing Date with respect to such date or period.

Section 5.2 Agreements and Covenants. UPAY shall have performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with on or prior to the Closing Date.

Section 5.3 Consents and Approvals. All consents, waivers, authorizations and approvals of any governmental or regulatory authority, domestic or foreign, and of any other person, firm or corporation, required in connection with the execution, delivery and performance of this Agreement shall be in full force and effect on the Closing Date.

Section 5.4 No Violation of Orders. No preliminary or permanent injunction or other order issued by any court or governmental or regulatory authority, domestic or foreign, nor any statute, rule, regulation, decree or executive order promulgated or enacted by any government or governmental or regulatory authority, which declares this Agreement invalid in any respect or prevents the consummation of the transactions contemplated hereby, or which materially and adversely affects the assets, properties, operations, prospects, net income or financial condition of UPAY shall be in effect; and no action or proceeding before any court or governmental or regulatory authority, domestic or foreign, shall have been instituted or threatened by any government or governmental or regulatory authority, domestic or foreign, or by any other person, or entity which seeks to prevent or delay the consummation of the transactions contemplated by this Agreement or which challenges the validity or enforceability of this Agreement.

Section 5.5 Other Closing Documents. UPAY shall have received such certificates, instruments and documents in confirmation of the representations and warranties of UPAY, UPAY’s performance of its obligations hereunder, and/or in furtherance of the transactions contemplated by this Agreement as the RentPay Shareholders and/or their respective counsel may reasonably request.

Section 5.6 Documents. UPAY must have caused the following documents to be delivered to RentPay and the RentPay Shareholders:

a. share certificates evidencing the UPAY shares registered in the name of the RentPay Shareholders;

b. a Secretary’s Certificate, dated the Closing Date, certifying attached copies of (A) the UPAY Charter Documents, (B) the resolutions of the UPAY Board approving this Agreement and the transactions contemplated hereby and thereby; and (C) the incumbency of each authorized officer of UPAY signing this Agreement to which UPAY is a party;

c. an Officer’s Certificate, dated the Closing Date, certifying as to Sections 5.1, 5.2, 5.3, 5.4, 5.7, and 5.9.

d. this Agreement is duly executed;

e. such other documents as RentPay may reasonably request for the purpose of (A) evidencing the accuracy of any of the representations and warranties of UPAY, (B) evidencing the performance of, or compliance by UPAY with any covenant or obligation required to be performed or complied with by UPAY, (C) evidencing the satisfaction of any condition referred to in this Article V, or (D) otherwise facilitating the consummation or performance of any of the transactions contemplated by this Agreement.

Section 5.7 No Material Adverse Effect. There shall not have been any event, occurrence or development that has resulted in or could result in a Material Adverse Effect on or with respect to UPAY.

ARTICLE VI

CONDITIONS TO OBLIGATIONS OF UPAY

The obligations of UPAY to consummate the transactions contemplated by this Agreement are subject to the fulfillment, at or before the Closing Date, of the following conditions, any one or more of which may be waived by UPAY in its sole discretion:

Section 6.1 Representations and Warranties of RentPay and the RentPay Shareholders. All representations and warranties made by RentPay and the RentPay Shareholders on behalf of themselves individually in this Agreement shall be true and correct on and as of the Closing Date except insofar as the representation and warranties relate expressly and solely to a particular date or period, in which case, subject to the limitations applicable to the particular date or period, they will be true and correct in all material respects on and as of the Closing Date with respect to such date or period.

Section 6.2 Agreements and Covenants. RentPay and the RentPay Shareholders shall have performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by each of them on or prior to the Closing Date.

Section 6.3 Consents and Approvals. All consents, waivers, authorizations and approvals of any governmental or regulatory authority, domestic or foreign, and of any other person, firm or corporation, required in connection with the execution, delivery and performance of this Agreement shall have been duly obtained and shall be in full force and effect on the Closing Date.

Section 6.4 Audit Report. UPAY shall have received an audit report of RentPay with respect to its two most recently completed fiscal years from an independent accounting firm that is registered with the Public Company Accounting Oversight Board.

Section 6.5 No Violation of Orders. No preliminary or permanent injunction or other order issued by any court or other governmental or regulatory authority, domestic or foreign, nor any statute, rule, regulation, decree or executive order promulgated or enacted by any government or governmental or regulatory authority, domestic or foreign, that declares this Agreement invalid or unenforceable in any respect or which prevents the consummation of the transactions contemplated hereby, or which materially and adversely affects the assets, properties, operations, prospects, net income or financial condition of RentPay shall be in effect; and no action or proceeding before any court or government or regulatory authority, domestic or foreign, shall have been instituted or threatened by any government or governmental or regulatory authority, domestic or foreign, or by any other person, or entity which seeks to prevent or delay the consummation of the transactions contemplated by this Agreement or which challenges the validity or enforceability of this Agreement.

Section 6.6 Other Closing Documents. UPAY shall have received such certificates, instruments and documents in confirmation of the representations and warranties of RentPay and the RentPay Shareholders, the performance of RentPay and the RentPay Shareholders’ respective obligations hereunder and/or in furtherance of the transactions contemplated by this Agreement as UPAY or its counsel may reasonably request.

Section 6.7 Documents. RentPay and the RentPay Shareholders must deliver to UPAY at the Closing:

a. share certificates evidencing the number of RentPay Shares, along with executed share transfer forms transferring such RentPay Shares to UPAY, together with a certified copy of a board resolution of RentPay approving the registration of the transfer of such shares to UPAY (subject to Closing and payment of stamp duty);

b. this Agreement to which RentPay and the RentPay Shareholders is a party, duly executed:

c. such other documents as UPAY may reasonably request for the purpose of (a) evidencing the accuracy of any of the representations and warranties of RentPay and the RentPay Shareholders, (b) evidencing the performance of, or compliance by RentPay and the RentPay Shareholders with, any covenant or obligation required to be performed or complied with by RentPay and the RentPay Shareholders, as the case may be, (c) evidencing the satisfaction of any condition referred to in this Article VI, or (d) otherwise facilitating the consummation or performance of any of the transactions contemplated by this Agreement.

Section 6.8 No Claim Regarding Stock Ownership or Consideration. There must not have been made or threatened by any Person, any claim asserting that such Person (a) is the holder of, or has the right to acquire or to obtain beneficial ownership of the RentPay Shares, or any other stock, voting, equity, or ownership interest in, RentPay, or (b) is entitled to all or any portion of the UPAY shares.

ARTICLE VII

INDEMNIFICATION

Section 7.1 Survival of Provisions. The respective representations, warranties, covenants and agreements of each of the parties to this Agreement (except covenants and agreements which are expressly required to be performed and are performed in full on or before the Closing Date) shall expire on the first day of the one-year anniversary of the Closing Date (the “Survival Period”). The right to indemnification, payment of damages or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of damages, or other remedy based on such representations, warranties, covenants, and obligations.

Section 7.2 Indemnification.

a. Indemnification Obligations in favor of the Controlling Stockholders of UPAY. From and after the Closing Date until the expiration of the Survival Period, RentPay shall reimburse and hold harmless the UPAY Controlling Stockholders (each such person and his heirs, executors, administrators, agents, successors and assigns is referred to herein as a “UPAY Indemnified Party”) against and in respect of any and all damages, losses, settlement payments, in respect of deficiencies, liabilities, costs, expenses and claims suffered, sustained, incurred or required to be paid by any UPAY Indemnified Party, and any and all actions, suits, claims, or legal, administrative, arbitration, governmental or other procedures or investigation against any UPAY Indemnified Party, which arises or results from a third-party claim brought against a UPAY Indemnified Party to the extent based on a breach of the representations and warranties with respect to the business, operations or assets of RentPay. All claims of UPAY pursuant to this Section 7.2 shall be brought by the UPAY Controlling Stockholders on behalf of UPAY and those Persons who were stockholders of UPAY immediately prior to the Closing Date. In no event shall any such indemnification payments exceed $100,000 in the aggregate from RentPay. No claim for indemnification may be brought under this Section 7.2(a) unless all claims for indemnification, in the aggregate, total more than $10,000.

b. Indemnification in favor of RentPay and the RentPay Shareholders. From and after the Closing Date until the expiration of the Survival Period, the UPAY Controlling Stockholders will, severally and not jointly, indemnify and hold harmless RentPay, the RentPay Shareholders, and their respective officers, directors, agents, attorneys and employees, and each person, if any, who controls or may “control” (within the meaning of the Securities Act) any of the forgoing persons or entities (hereinafter referred to individually as a “RentPay Indemnified Person”) from and against any and all losses, costs, damages, liabilities and expenses arising from claims, demands, actions, causes of action, including, without limitation, legal fees, (collectively, “Damages”) arising out of any (i) any breach of representation or warranty made by UPAY or the UPAY Controlling Stockholders in this Agreement, and in any certificate delivered by UPAY or the UPAY Controlling Stockholders pursuant to this Agreement, (ii) any breach by UPAY or the UPAY Controlling Stockholders of any covenant, obligation or other agreement made by UPAY or the UPAY Controlling Stockholders in this Agreement, and (iii) a third-party claim based on any acts or omissions by UPAY or the UPAY Controlling Stockholders. In no event shall any such indemnification payments exceed $100,000 in the aggregate from all UPAY Controlling Stockholders. No claim for indemnification may be brought under this Section 7.2(b) unless all claims for indemnification, in the aggregate, total more than $10,000.

ARTICLE VIII

MISCELLANEOUS PROVISIONS

Section 8.1 Publicity. No party shall cause the publication of any press release or other announcement with respect to this Agreement or the transactions contemplated hereby without the consent of the other parties, unless a press release or announcement is required by law. If any such announcement or other disclosure is required by law, the disclosing party agrees to give the non-disclosing parties prior notice and an opportunity to comment on the proposed disclosure.

Section 8.2 Successors and Assigns. This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors and assigns; provided, however, that no party shall assign or delegate any of the obligations created under this Agreement without the prior written consent of the other parties.

Section 8.3 Fees and Expenses. Except as otherwise expressly provided in this Agreement, all legal and other fees, costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees, costs or expenses.

Section 8.4 Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been given or made if in writing and delivered personally or sent by registered or certified mail (postage prepaid, return receipt requested) or facsimile to the parties at the following addresses:

If to RentPay or the RentPay Shareholders, to:

Wouter Fouche

Unit 6, Uitzicht Park,

2 Bellingham Road, Centurion

South Africa

With a copy to (which copy shall not constitute notice):

If to UPAY or the UPAY Controlling Stockholders, to:

Jaco Folscher

P.O. Box 2645,

The Reeds,

Pretoria

South Africa

With a copy to (which copy shall not constitute notice):

Szaferman, Lakind, Blumstein & Blader, P.C.

101 Grovers Mill Road, Second Floor

Lawrenceville, NJ 08648

Attn: Gregg E. Jaclin, Esq.

or to such other persons or at such other addresses as shall be furnished by any party by like notice to the others, and such notice or communication shall be deemed to have been given or made as of the date so delivered or mailed. No change in any of such addresses shall be effective insofar as notices under this Section 8.4 are concerned unless such changed address is located in the United States of America (or, in the case of the RentPay Shareholders or RentPay, in South Africa) and notice of such change shall have been given to such other party hereto as provided in this Section 8.4.

Section 8.5 Entire Agreement. This Agreement, together with the exhibits hereto, represents the entire agreement and understanding of the parties with reference to the transactions set forth herein and no representations or warranties have been made in connection with this Agreement other than those expressly set forth herein or in the exhibits, certificates and other documents delivered in accordance herewith. This Agreement supersedes all prior negotiations, discussions, correspondence, communications, understandings and agreements between the parties relating to the subject matter of this Agreement and all prior drafts of this Agreement, all of which are merged into this Agreement. No prior drafts of this Agreement and no words or phrases from any such prior drafts shall be admissible into evidence in any action or suit involving this Agreement.

Section 8.6 Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible so as to be valid and enforceable.

Section 8.7 Titles and Headings. The Article and Section headings contained in this Agreement are solely for convenience of reference and shall not affect the meaning or interpretation of this Agreement or of any term or provision hereof.

Section 8.8 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement.

Section 8.9 Convenience of Forum: Consent to Jurisdiction. The parties to this Agreement, acting for themselves and for their respective successors and assigns, without regard to domicile, citizenship or residence, hereby expressly and irrevocably elect as the sole judicial forum for the adjudication of any matters arising under or in connection with this Agreement, and consent and subject themselves to the jurisdiction of, the courts of the State of New York located in County of New York, and/or the United States District Court for the Southern District of New York, in respect of any matter arising under this Agreement. Service of process, notices and demands of such courts may be made upon any party to this Agreement by personal service at any place where it may be found or giving notice to such party as provided in Section 8.4.

Section 8.10 Enforcement of the Agreement. The parties hereto agree that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereto, this being in addition to any other remedy to which they are entitled at law or in equity.

Section 8.11 Governing Law. This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the State of Nevada without giving effect to the choice of law provisions thereof.

Section 8.12 Amendments and Waivers. Except as otherwise provided herein, no amendment or waiver of any provision of this Agreement shall be valid unless the same shall be in writing and signed by all of the parties hereto. No waiver by any party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any such prior or subsequent occurrence.

[Remainder of this page intentionally left blank]

[SIGNATURE PAGE TO SHARE EXCHANGE AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

UPAY, INC.
By:	/s/ Jaco Fölscher
Name:	Jaco Fölscher
Title:	President

RENTPAY INC.

By:	/s/ Wouter Fouché
Name:	Wouter Fouché
Title:	Director

RENTPAY’S CONTROLLING STOCKHOLDERS

By:	/s/ Wouter Fouche
	Wouter Fouche, Trustee
	Loantech Trust
	Number of RentPay Shares Owned: 500
	% Ownership: 50.00% of common stock

By:	/s/ Jaco Fölscher
	Jaco Fölscher, Trustee
	Folscher Family Trust
	Number of RentPay Shares Owned: 500
	% Ownership: 50.00% of common stock

SCHEDULE A

UPAY Inc.

Share Issuance Schedule RentPay Shareholders

Shareholder Name	New UPAY shares
Loantech Trust		100,000
Folscher Family Trust		100,000
Total:		200,000

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 pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), the Company desires to sell to the Purchaser, and the Purchaser desires to purchase 1,875,000 shares of common stock, par value $0.001 per share, of the Company (the “Shares”) at a price of $0.0013 per Share (the “Purchase Price”) for aggregate gross proceeds of up to $2,500 (the “Share Purchase”); and

WHEREAS, the Company desires to enter into this Agreement to issue and sell the Shares and the Purchaser desires to purchase that number of the Shares set forth on the signature page hereto on the terms and conditions set forth herein.

1. AGREEMENT TO PURCHASE AND SELL THE SHARES. Subject to the terms and conditions of this Agreement, the Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to sell and issue to the Purchaser, the Shares for the Purchase Price at the Closing (as defined below).

2. CLOSING. The purchase and sale of the Shares shall take place electronically or at such physical location on the date as the parties shall mutually agree (the “Closing”). At the Closing, against delivery of the Purchase Price by wire transfer of immediately available funds in accordance with the Company’s instructions, the Company shall issue and deliver or cause to be delivered to the Purchaser the stock certificate representing the Shares as soon as practical.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby represents and warrants to the Purchaser, as of the date hereof and as of each Closing, that:

(a) Organization and Existence; Authority/Capacity. The Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation with full right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby and to otherwise carry out, perform and discharge its obligations under such documents.

(b) Due Authorization. All corporate actions on the part of the Company necessary for the authorization, execution, delivery and performance of all obligations of the Company under this Agreement, including the authorization, issuance, reservation for issuance and delivery of the Shares, have been taken and no further consent or authorization of the Company is required. This Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by (i) applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, and (ii) the effect of rules of law governing the availability of equitable remedies.

(c) Valid Issuance of the Shares. When issued at the Closing, the Shares will be duly authorized, validly issued, fully paid and non-assessable, free and clear from all taxes and liens, claims and encumbrances imposed by the Company, other than restrictions under applicable securities laws, and will not be subject to any preemptive rights or similar rights that have not been waived by the holders thereof.

(d) No Conflicts. The execution, delivery and performance of the Agreement by the Company, and the consummation by the Company of the transactions contemplated thereby, do not and will not (i) conflict with or violate any provision of the Company’s organizational documents, (ii) conflict with, result in a breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any lien upon any of the properties or assets of the Company or any of its subsidiaries pursuant to, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument to which the Company (or any of its subsidiaries) is a party or by which any property or asset of the Company (or any of its subsidiaries) is bound or affected, except to the extent such conflict, breach, default, lien or right would not reasonably be expected to result in a material adverse effect on the Company, or (iii) result in a violation of any constitution, statute, law, rule, regulation, order, judgment, injunction, decree, ruling, charge or other restriction of any court or governmental authority to which the Company (or any of its subsidiaries) is subject (including without limitation federal, state and foreign securities laws and regulations) or by which any material property or asset of the Company (or any of its subsidiaries) is bound or affected, except to the extent such violation would not reasonably be expected to result in a material adverse effect on the Company.

(e) Capital Changes. Until the Company becomes trading on a securities exchange, it shall not undertake a reverse or forward stock split or reclassification of the Common Stock.

4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The Purchaser hereby represents and warrants to the Company that:

(a) Due Authorization. All action on the part of the Purchaser necessary for the authorization, execution, delivery of and the performance of the transactions contemplated by this Agreement have been taken and no further consent or authorization of the Purchaser is necessary. This Agreement, when delivered by the Purchaser in accordance with the terms hereof, will constitute the Purchaser’s legal, valid and binding obligation, enforceable in accordance with its terms, except as may be limited by (i) applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and (ii) the effect of rules of law governing the availability of equitable remedies.

(b) Purchase for Own Account. The Shares are being acquired for investment for the Purchaser’s own account, not as a nominee or agent, in the ordinary course of business, and not with a view to the public resale or distribution thereof within the meaning of the Securities Act. The Purchaser does not have any agreement or understanding, direct or indirect, with any other person to sell or otherwise distribute the Shares. Notwithstanding the foregoing, the parties hereto acknowledge the Purchaser’s right at all times to sell or otherwise dispose of all or any part of the Shares in compliance with applicable federal and state securities laws and as otherwise contemplated by this Agreement.

(c) Investment Experience and Knowledge of the Company. Purchaser represents that it is an accredited investor within the meaning of Regulation D under the Securities Act. Purchaser has substantial experience as an investor in offering transactions of securities of private companies similar to the Company and acknowledges that it can bear the economic risk of its investment in the Shares and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of this investment in the Shares and protecting its own interests in connection with this investment. Purchaser has also had the opportunity to ask questions of and receive answers from the Company and its management regarding the Company and the terms and conditions of this investment.

5. MISCELLANEOUS.

(a) Successors and Assigns. The terms and conditions of this Agreement will inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties. The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Purchaser. Purchaser may assign its rights under this Agreement to any person to whom the Purchaser assigns or transfers any of the Shares, provided that such transferee agrees in writing to be bound by the terms and provisions of this Agreement, and such transfer is in compliance with the terms and provisions of this Agreement and permitted by federal and state securities laws.

(b) Expenses. Each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all transfer agent fees, stamp taxes and other taxes and duties levied in connection with the delivery of any Shares to the Purchaser.

(c) Governing Law. This Agreement will be governed by and construed and enforced under the laws of the State of Nevada, without reference to principles of conflict of laws or choice of laws.

(d) Survival. The representations and warranties of the Company contained in Section 3 of this Agreement and of the Purchaser contained in Section 4 of this Agreement shall survive six months after the Closing.

(e) Counterparts; Electronic Delivery. This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument, and such counterparts may be delivered electronically via PDF or facsimile.

(f) Headings. The headings and captions used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

(g) Notices. Any notices and other communications required or permitted under this Agreement shall be in writing and shall be delivered (i) personally by hand or by courier, (ii) mailed by United States first-class mail, postage prepaid or (iii) sent by facsimile or other electronic transmission directed to the address or facsimile number or other address for electronic transmission set forth below. All such notices and other communications shall be deemed given upon (i) receipt or refusal of receipt, if delivered personally, (ii) three (3) days after being placed in the mail, if mailed, or (iii) confirmation of facsimile transfer or other electronic transmission, if faxed or emailed.

If to the Company:

UPAY, Inc.

Uitzicht Park, Unit 6

No. 2 Bellingham Road

Centurion, South Africa 0158

Attention: Jaco Folscher

If to the Purchaser:

Emerging Markets Consulting, LLC

15701 SR 50, Suite 205

Clermont, FL 34711

Attention: James Painter, III

(h) Amendments and Waivers. This Agreement may be amended and the observance of any term of this Agreement may be waived only with the written consent of the Company and the Purchaser. Any amendment effected in accordance with this Section 5(h) will be binding upon the Purchaser, the Company and their respective successors and assigns.

(i) Severability. If any provision of this Agreement is held to be unenforceable under applicable law, such provision will be excluded from this Agreement and the balance of the Agreement will be interpreted as if such provision were so excluded and will be enforceable in accordance with its terms.

(j) Entire Agreement. This Agreement, together with all exhibits and schedules thereto, constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and thereof and supersede any and all prior negotiations, correspondence, agreements, understandings, duties or obligations between the parties with respect to the subject matter hereof and thereof.

(k) Waivers. No waiver by any party to this Agreement of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right accruing to it thereafter.

(l) Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Purchaser and the Company will be entitled to specific performance under this Agreement. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations described in the foregoing sentence and hereby agree to waive in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.

[Signature Page Follows]

SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT

Please acknowledge your acceptance of the foregoing Stock Purchase Agreement with UPAY, Inc. by signing and returning a copy to the Company whereupon it shall become a binding agreement.

NUMBER OF SHARES 1,875,000 x $0.0013 = $2.500 (the “Purchase Price”)

/s/ James Painter III

Signature

James Painter III/Managing Member

Name Typed or Printed

15701 SR 50, Suite 205

Address

Clermont, FL 34711

City, State and Zip Code

407-340-0226

Telephone - Businesss

321-206-6682

Telephone – Residence

Facsimile – Business

06-1723817

Tax ID # or Social Security #

Name in which securities should be issued: Emerging Markets Consulting LLC,                        

Dated: 10/26          , 2015

This Stock Purchase Agreement is agreed to and accepted as of the date first written above.

UPAY, INC.
By:	/s/ Jaco Folscher
	Name:	Jaco Folscher
	Title:	President

EX-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 conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), the Company desires to sell to the Purchaser, and the Purchaser desires to purchase 1,875,000 shares of common stock, par value $0.001 per share, of the Company (the “Shares”) at a price of $0.0013 per Share (the “Purchase Price”) for aggregate gross proceeds of up to $2,500 (the “Share Purchase”); and

WHEREAS, the Company desires to enter into this Agreement to issue and sell the Shares and the Purchaser desires to purchase that number of the Shares set forth on the signature page hereto on the terms and conditions set forth herein.

1. AGREEMENT TO PURCHASE AND SELL THE SHARES. Subject to the terms and conditions of this Agreement, the Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to sell and issue to the Purchaser, the Shares for the Purchase Price at the Closing (as defined below).

2. CLOSING. The purchase and sale of the Shares shall take place electronically or at such physical location on the date as the parties shall mutually agree (the “Closing”). At the Closing, against delivery of the Purchase Price by wire transfer of immediately available funds in accordance with the Company’s instructions, the Company shall issue and deliver or cause to be delivered to the Purchaser the stock certificate representing the Shares as soon as practical.

3. REPRESENTATIONS AND WARRANTIES OF TILE COMPANY. The Company hereby represents and warrants to the Purchaser, as of the date hereof and as of each Closing, that:

(a) Organization and Existence; Authority/Capacity. The Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation with full right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby and to otherwise carry out, perform and discharge its obligations under such documents.

(b) Due Authorization. All corporate actions on the part of the Company necessary for the authorization, execution, delivery and performance of all obligations of the Company under this Agreement, including the authorization, issuance, reservation for issuance and delivery of the Shares, have been taken and no further consent or authorization of the Company is required. This Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by (i) applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, and (ii) the effect of rules of law governing the availability of equitable remedies.

(c) Valid Issuance of the Shares. When issued at the Closing, the Shares will be duly authorized, validly issued, fully paid and non-assessable, free and clear from all taxes and liens, claims and encumbrances imposed by the Company, other than restrictions under applicable securities laws, and will not be subject to any preemptive rights or similar rights that have not been waived by the holders thereof.

(d) No Conflicts. The execution, delivery and performance of the Agreement by the Company, and the consummation by the Company of the transactions contemplated thereby, do not and will not (i) conflict with or violate any provision of the Company’s organizational documents, (ii) conflict with, result in a breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any lien upon any of the properties or assets of the Company or any of its subsidiaries pursuant to, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument to which the Company (or any of its subsidiaries) is a party or by which any property or asset of the Company (or any of its subsidiaries) is bound or affected, except to the extent such conflict, breach, default, lien or right would not reasonably be expected to result in a material adverse effect on the Company, or (iii) result in a violation of any constitution, statute, law, rule, regulation, order, judgment, injunction, decree, ruling, charge or other restriction of any court or governmental authority to which the Company (or any of its subsidiaries) is subject (including without limitation federal, state and foreign securities laws and regulations) or by which any material property or asset of the Company (or any of its subsidiaries) is bound or affected, except to the extent such violation would not reasonably be expected to result in a material adverse effect on the Company.

(e) Capital Changes. Until the Company becomes trading on a securities exchange, it shall not undertake a reverse or forward stock split or reclassification of the Common Stock.

4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The Purchaser hereby represents and warrants to the Company that:

(a) Due Authorization. All action on the part of the Purchaser necessary for the authorization, execution, delivery of and the performance of the transactions contemplated by this Agreement have been taken and no further consent or authorization of the Purchaser is necessary. This Agreement, when delivered by the Purchaser in accordance with the terms hereof, will constitute the Purchaser’s legal, valid and binding obligation, enforceable in accordance with its terms, except as may be limited by (i) applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and (ii) the effect of rules of law governing the availability of equitable remedies.

(b) Purchase for Own Account. The Shares are being acquired for investment for the Purchaser’s own account, not as a nominee or agent, in the ordinary course of business, and not with a view to the public resale or distribution thereof within the meaning of the Securities Act. The Purchaser does not have any agreement or understanding, direct or indirect, with any other person to sell or otherwise distribute the Shares. Notwithstanding the foregoing, the parties hereto acknowledge the Purchaser’s right at all times to sell or otherwise dispose of all or any part of the Shares in compliance with applicable federal and state securities laws and as otherwise contemplated by this Agreement.

(c) Investment Experience and Knowledge of the company. Purchaser represents that it is an accredited investor within the meaning of Regulation D under the Securities Act. Purchaser has substantial experience as an investor in offering transactions of securities of private companies similar to the Company and acknowledges that it can bear the economic risk of its investment in the Shares and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of this investment in the Shares and protecting its own interests in connection with this investment. Purchaser has also had the opportunity to ask questions of and receive answers from the Company and its management regarding the Company and the terms and conditions of this investment.

5. MISCELLANEOUS.

(a) Successors and Assigns. The terms and conditions of this Agreement will inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties. The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Purchaser. Purchaser may assign its rights under this Agreement to any person to whom the Purchaser assigns or transfers any of the Shares, provided that such transferee agrees in writing to be bound by the terms and provisions of this Agreement, and such transfer is in compliance with the terms and provisions of this Agreement and permitted by federal and state securities laws.

(b) Expenses. Each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all transfer agent fees, stamp taxes and other taxes and duties levied in connection with the delivery of any Shares to the Purchaser.

(c) Governing Law. This Agreement will be governed by and construed and enforced under the laws of the State of Nevada, without reference to principles of conflict of laws or choice of laws.

(d) Survival. The representations and warranties of the Company contained in Section 3 of this Agreement and of the Purchaser contained in Section 4 of this Agreement shall survive six months after the Closing.

(e) Counterparts; Electronic Delivery. This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument, and such counterparts may be delivered electronically via PDF or facsimile.

(f) Headings. The headings and captions used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

(g) Notices. Any notices and other communications required or permitted under this Agreement shall be in writing and shall be delivered (i) personally by hand or by courier, (ii) mailed by United States first-class mail, postage prepaid or (iii) sent by facsimile or other electronic transmission directed to the address or facsimile number or other address for electronic transmission set forth below. All such notices and other communications shall be deemed given upon (i) receipt or refusal of receipt, if delivered personally, (ii) three (3) days after being placed in the mail, if mailed, or (iii) confirmation of facsimile transfer or other electronic transmission, if faxed or emailed.

If to the Company:

UPAY, Inc.

Uitzicht Park, Unit 6

No. 2 Bellingham Road

Centurion, South Africa 0158

Attention: Jaco Folscher

If to the Purchaser:

Rainmaker Group Consulting, LLC

5036 Dr. Phillips Blvd., Suite 322

Orlando, FL 32819

Attention: James Cohen, Jr.

(h) Amendments and Waivers. This Agreement may be amended and the observance of any term of this Agreement may be waived only with the written consent of the Company and the Purchaser. Any amendment effected in accordance with this Section 5(h) will be binding upon the Purchaser, the Company and their respective successors and assigns.

(i) Severability. If any provision of this Agreement is held to be unenforceable under applicable law, such provision will be excluded from this Agreement and the balance of the Agreement will be interpreted as if such provision were so excluded and will be enforceable in accordance with its terms.

(j) Entire Agreement. This Agreement, together with all exhibits and schedules thereto, constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and thereof and supersede any and all prior negotiations, correspondence, agreements, understandings, duties or obligations between the parties with respect to the subject matter hereof and thereof.

(k) Waivers. No waiver by any party to this Agreement of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right accruing to it thereafter.

(l) Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Purchaser and the Company will be entitled to specific performance under this Agreement. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations described in the foregoing sentence and hereby agree to waive in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.

[Signature Page Follows]

SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT

Please acknowledge your acceptance of the foregoing Stock Purchase Agreement with UPAY, Inc. by signing and returning a copy to the Company whereupon it shall become a binding agreement.

NUMBER OF SHARES 1,875,000   x   $0.0013 =     $2,500     (the “Purchase Price”)

/s/ James E. Cohen
Signature
James E. Cohen Jr. – Managing Member
Name Typed or Printed/Title
5036 Dr. Phillips Blvd., Suite 322
Address
Orlando, FL, 32819
City, State and Zip Code
407 477 4505
Telephone - Business
863 241 5258
Telephone – Residence
407 477 4501
Facsimile – Business
46-4829369
Tax ID # or Social Security #
Name in which securities should be issued:	Rainmaker Group Consulting, LLC

Dated: 10/26, 2015

This Stock Purchase Agreement is agreed to and accepted as of the date first written above.

UPAY, INC.
By:	/s/ Jaco Folscher
	Name: Jaco Folscher
	Title: President

EX-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 corporation that seeks to become a public corporation through the filing of an S-1 Registration Statement (S-1) and is interested in the services to be provided by the Consultant; and

WHEREAS, Company desires to engage the services of Consultant to represent the Company.

NOW THEREFORE, in consideration of the promises and the mutual covenants and agreements hereinafter set forth, the parties hereto covenant and agree as follows:

1.           Term of Consultancy. Company hereby agrees to retain the Consultant to act in a consulting capacity to the Company, and the Consultant hereby agrees to provide services to the Company commencing as of the Effective Date and ending upon the filing of the S-1.

2.           Duties of Consultant. The Consultant agrees that it will generally provide the following specified pre-public consulting services during the term specified in Section 1, above.

(a) Consult with and assist the Company in capitalization table and share structure.

(b) Assisting with review of the S-1 Registration Statement.

(c) Coordinate with professionals involved in the S-1 Registration Process, including the Company’s Chief Executive Officer, securities attorney and auditor, for the purpose of efficiently coordinating the S-1 Registration Process.

(d) Referral of a broker-dealer to file a 15c2-11 with FINRA and consult with and assist the Company in the filing of a 15c2-11 with FINRA.

(e) Referral of a company to file a DTC application with the Depository Trust Company and consult with and assist the Company in the filing of a DTC application with the Depository Trust Company.

3.            Allocation of Time and Energies. The Consultant hereby promises to perform and discharge faithfully the responsibilities which may be assigned to the Consultant from time to time by the officers and duly authorized representatives of the Company in connection with the conduct of its financial and public relations and communications activities, so long as such activities are in compliance with applicable securities laws and regulations. Consultant and staff shall diligently and thoroughly provide the consulting services required hereunder. Although no specific hours-per-day requirement will be required, Consultant and the Company agree that Consultant will perform the duties set forth herein above in a diligent and professional manner. The parties acknowledge and agree that a disproportionately large amount of the effort to be expended and the costs to be incurred by the Consultant and the benefits to be received by the Company are expected to occur within or shortly after the first two months of the effectiveness of this Agreement. It is explicitly understood that neither the price of the Company’s common stock, nor the trading volume of the Company’s common stock hereunder measure Consultant’s performance of its duties. It is also understood that the Company is entering into this Agreement with Consultant, a corporation and not any individual member or employee thereof, and, as such, Consultant will not be deemed to have breached this Agreement if any member, officer or director of the Consultant leaves the firm or dies or becomes physically unable to perform any meaningful activities during the term of the Agreement, provided the Consultant otherwise performs its obligations under this Agreement.

Consulting Agreement - Page 1

4.            Remuneration. The Company shall pay to the Finder a fee of 10,000 cashless warrants (the “Warrants”) to be issued within 10 days of the Company receiving an Effectiveness Notice from the Securities and Exchange Commission regarding the Company’s Form S-1 filing (“the “Warrant Issuance Date”). The Warrants shall: (a) have an exercise price of $5.00; and (b) will be exercisable for a period of 2 years from the Warrant Issuance Date.

5.            Non-Assignability of Services. Consultant’s services under this contract may be assigned by Company to any entity with which Company merges or which acquires the Company or substantially all of its assets wherein the Company becomes a minority constituent of the combined Company. In the event of such merger or acquisition, all compensation to Consultant herein under the schedules set forth herein shall remain due and payable, and any compensation received by the Consultant may be retained in the entirety by Consultant, all without any reduction or pro-rating and shall be considered and remain fully paid and non-assessable. Notwithstanding the non-assignability of Consultant’s services, Company shall assure that in the event of any merger, acquisition, or similar change of form of entity, that its successor entity shall agree to complete all obligations to Consultant, including the provision and transfer of all compensation herein, and the preservation of the value thereof consistent with the rights granted to Consultant by Company herein. Consultant shall not assign its rights or delegate its duties hereunder without the prior written consent of Company.

6.            Expenses. Consultant agrees to pay for all of its expenses (phone, travel, mailing, faxing, labor, etc.), but not including extraordinary items (luncheons or dinners to large groups of investment professionals, investor conference calls, print advertisements in publications, etc.) which extraordinary items shall be approved in advance by the Company in writing prior to Company incurring an obligation for reimbursement. The Company agrees and understands that Consultant will not be responsible for preparing or mailing due diligence and/or investor packages concerning the Company, and that the Company will have some means to prepare and mail out investor packages at the Company’s expense.

7.            Indemnification. The Company warrants and represents that all oral communications, written documents or materials furnished to Consultant or the public by the Company with respect to financial affairs, operations, profitability and strategic planning of the Company are accurate in all material respects and Consultant may rely upon the accuracy thereof without independent investigation. The Company will protect, indemnify and hold harmless Consultant against any claims or litigation including any damages, liability, cost and reasonable attorney’s fees as incurred with respect thereto resulting from Consultant’s communication or dissemination of any said information, documents or materials excluding any such claims or litigation resulting from Consultant’s communication or dissemination of information not provided or authorized by the Company. Consultant warrants and represents that all oral communications, written documents, or materials furnished to third parties by Consultant, originating with Consultant and to the extent not mirroring material furnished by Company, shall be accurate in all material respects. Consultant will protect, indemnify and hold harmless Company against any claims or litigation including any damages, liability, cost and reasonable attorney’s fees as incurred with respect thereto resulting from any claims or litigation resulting from Consultant’s communication or dissemination of information not provided or authorized by the Company, or from Consultant’s negligence or misconduct.

Consulting Agreement - Page 2

8.            Representations. Consultant represents that it is not required to maintain any licenses and registrations under federal or any state regulations necessary to perform the services set forth herein. Consultant acknowledges that, to the best of its knowledge, the performance of the services set forth under this Agreement will not violate any rule or provision of any regulatory agency having jurisdiction over Consultant. Consultant acknowledges that, to the best of its knowledge, Consultant and its officers and directors are not the subject of any investigation, claim, decree or judgment involving any violation of the SEC or securities laws. Consultant further acknowledges that it is not a securities Broker Dealer or a registered investment advisor. Company acknowledges that, to the best of its knowledge, that it has not violated any rule or provision of any regulatory agency having jurisdiction over the Company. Company acknowledges that, to the best of its knowledge, Company is not the subject of any investigation, claim, decree or judgment involving any violation of the SEC or securities laws.

9.            Legal Representation. Each of Company and Consultant represents that they have consulted with independent legal counsel and/or tax, financial and business advisors, to the extent that they deemed necessary.

10.          Status as Independent Contractor. Consultant’s engagement pursuant to this Agreement shall be as independent contractor, and not as an employee, officer or other agent of the Company. Neither party to this Agreement shall represent or hold itself out to be the employer or employee of the other. Consultant further acknowledges the consideration provided hereinabove is a gross amount of consideration and that the Company will not withhold from such consideration any amounts as to income taxes, social security payments or any other payroll taxes. All such income taxes and other such payment shall be made or provided for by Consultant and the Company shall have no responsibility or duties regarding such matters. Neither the Company nor the Consultant possesses the authority to bind each other in any agreements without the express written consent of the entity to be bound.

11.         Attorney’s Fee. If any legal action or any arbitration or other proceeding is brought for the enforcement or interpretation of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with or related to this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorneys’ fees and other costs in connection with that action or proceeding, in addition to any other relief to which it or they may be entitled.

13.          Waiver. The waiver by either party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by such other party.

Consulting Agreement - Page 3

12.          Notices. All notices, requests, and other communications hereunder shall be deemed to be duly given if sent by U.S. mail, postage prepaid, addressed to the other party at the address as set forth herein below:

To the Company:

UPAY, Inc.

3010 LBJ Freeway 12^th floor

Dallas, TX 75234

Attn: Wouter A. Fouche

Consultant:

Emerging Markets Consulting, LLC

15701 State Road 50 Suite 205

Clermont, Florida 34711

Ann: James S. Painter III

13.          Choice of Law. This Agreement shall be governed by, construed and enforced in accordance with the laws of the jurisdiction in which an arbitration or action is commenced.

14.          Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the alleged breach thereof, or relating to activities or remuneration under this Agreement, shall be settled by binding arbitration in Orange County, Florida if commenced by Company, and in Orange County, Florida, if commenced by Consultant, in accordance with the applicable rules of the American Arbitration Association, Commercial Dispute Resolution Procedures, and judgment on the award rendered by the arbitrator(s) shall be binding on the parties and may be entered in any court having jurisdiction.

15.          Complete Agreement. This Agreement contains the entire agreement of the parties relating to the subject matter hereof. This Agreement and its terms may not be changed orally but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought.

Consulting Agreement - Page 4

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

AGREED TO:

Company (UPAY, Inc)

By:	/s/ Wouter A. Fouche
	Wouter A. Fouche, Chief Executive Officer

Consultant (Emerging Markets Consulting, LLC)

By:	/s/ James S. Painter III
	James S. Painter III, Managing Member

Consulting Agreement - Page 5

EX-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 corporation that seeks to become a publicly traded corporation through, among other things, the filing of an S-1 Registration Statement (“S-1”) and is interested in the services to be provided by the Consultant; and

WHEREAS, Company desires to engage the services of Consultant to represent the Company.

NOW THEREFORE, in consideration of the promises and the mutual covenants and agreements hereinafter set forth, the parties hereto covenant and agree as follows:

1.             Term of Consultancy. Company hereby agrees to retain the Consultant to act in a consulting capacity to the Company, and the Consultant hereby agrees to provide services to the Company commencing as of the Effective Date and ending upon the filing of the S-1.

2.             Duties of Consultant. The Consultant agrees that it will generally provide the following specified pre-public referral consulting services:

(i) Referrals from the Consultant to Company JC, regarding the following professionals:

(a) PCAOB auditors

(b) Accounting professionals experienced in GAAP accounting

(c) Edgar services

(d) Transfer agents

(e) Securities Attorney

(f) Other professionals as requested by the Company

(ii) Assisting with review of an S-1 Registration Statement

(iii) Coordinate with professionals involved in the S-1 Registration Process, including the Company’s Chief Executive Officer, securities attorney and auditor, for the purpose of efficiently coordinating the S-1 Registration Process.

(iv) Consult with and assist the Company in developing the Company’s business plan, strategy and personnel.

3.             Allocation of Time and Energies. The Consultant hereby promises to perform and discharge faithfully the responsibilities which may be assigned to the Consultant from time to time by the officers and duly authorized representatives of the Company in connection with the conduct of its financial and public relations and communications activities, so long as such activities are in compliance with applicable securities laws and regulations. Consultant and staff shall diligently and thoroughly provide the consulting services required hereunder. Although no specific hours-per-day requirement will be required, Consultant and the Company agree that Consultant will perform the duties set forth herein above in a diligent and professional manner. The parties acknowledge and agree that a disproportionately large amount of the effort to be expended and the costs to be incurred by the Consultant and the benefits to be received by the Company are expected to occur within or shortly after the first two months of the effectiveness of this Agreement It is also understood that the Company is entering into this Agreement with Consultant, a corporation and not any individual member or employee thereof, and, as such, Consultant will not be deemed to have breached this Agreement if any member, officer or director of the Consultant leaves the firm or dies or becomes physically unable to perform any meaningful activities during the term of the Agreement, provided the Consultant otherwise performs its obligations under this Agreement.

Consulting Agreement - Page 1

4.             Remuneration. The Company shall pay to the Finder a fee of 10,000 cashless warrants (the “Warrants”) to be issued within 10 days of the Company receiving an Effectiveness Notice from the Securities and Exchange Commission regarding the Company’s Form S-1 filing (“the “Warrant Issuance Date”). The Warrants shall: (a) have an exercise price of $5.00; and (b) will be exercisable for a period of 2 years from the Warrant Issuance Date.

5.             Non-Assignability of Services. Consultant’s services under this contract may be assigned by Company to any entity with which Company merges or which acquires the Company or substantially all of its assets wherein the Company becomes a minority constituent of the combined Company. In the event of such merger or acquisition, all compensation to Consultant herein under the schedules set forth herein shall remain due and payable, and any compensation received by the Consultant may be retained in the entirety by Consultant, all without any reduction or pro-rating and shall be considered and remain fully paid and non-assessable. Notwithstanding the non-assignability of Consultant’s services, Company shall assure that in the event of any merger, acquisition, or similar change of form of entity, that its successor entity shall agree to complete all obligations to Consultant, including the provision and transfer of all compensation herein, and the preservation of the value thereof consistent with the rights granted to Consultant by Company herein. Consultant shall not assign its rights or delegate its duties hereunder without the prior written consent of Company.

6.             Expenses. Consultant agrees to pay for all of its expenses (phone, mailing, faxing, labor, etc.), but not travel expenses exceeding _ miles from the Consultant’s business, in which case travel expenses shall be approved in advance by the Company in writing prior to Company incurring an obligation for reimbursement.

7.             Indemnification. The Company warrants and represents that all oral communications, written documents or materials furnished to Consultant or the public by the Company with respect to financial affairs, operations, profitability and strategic planning of the Company are accurate in all material respects and Consultant may rely upon the accuracy thereof without independent investigation. The Company will protect, indemnify and hold harmless Consultant against any claims or litigation including any damages, liability, cost and reasonable attorney’s fees as incurred with respect thereto resulting from Consultant’s communication or dissemination of any said information, documents or materials excluding any such claims or litigation resulting from Consultant’s communication or dissemination of information not provided or authorized by the Company. Consultant warrants and represents that all oral communications, written documents, or materials furnished to third parties by Consultant, originating with Consultant and to the extent not mirroring material furnished by Company, shall be accurate in all material respects. Consultant will protect, indemnify and hold harmless Company against any claims or litigation including any damages, liability, cost and reasonable attorneys fees as incurred with respect thereto resulting from any claims or litigation resulting from Consultant’s communication or dissemination of information not provided or authorized by the Company, or from Consultant’s negligence or misconduct.

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8.             Representations. Consultant represents that it is not required to maintain any licenses and registrations under federal or any state regulations necessary to perform the services set forth herein. Consultant acknowledges that, to the best of its knowledge, the performance of the services set forth under this Agreement will not violate any rule or provision of any regulatory agency having jurisdiction over Consultant. Consultant acknowledges that, to the best of its knowledge, Consultant and its officers and directors are not the subject of any investigation, claim, decree or judgment involving any violation of the SEC or securities laws. Consultant further acknowledges that it is not a securities Broker Dealer or a registered investment advisor. Company acknowledges that, to the best of its knowledge, that it has not violated any rule or provision of any regulatory agency having jurisdiction over the Company. Company acknowledges that, to the best of its knowledge, Company is not the subject of any investigation, claim, decree or judgment involving any violation of the SEC or securities laws.

9.             Legal Representation. Each of Company and Consultant represents that they have consulted with independent legal counsel and/or tax, financial and business advisors, to the extent that they deemed necessary.

10.           Status as Independent Contractor. Consultant’s engagement pursuant to this Agreement shall be as independent contractor, and not as an employee, officer or other agent of the Company. Neither party to this Agreement shall represent or hold itself out to be the employer or employee of the other. Consultant further acknowledges the consideration provided hereinabove is a gross amount of consideration and that the Company will not withhold from such consideration any amounts as to income taxes, social security payments or any other payroll taxes. All such income taxes and other such payment shall be made or provided for by Consultant and the Company shall have no responsibility or duties regarding such matters. Neither the Company nor the Consultant possesses the authority to bind each other in any agreements without the express written consent of the entity to be bound.

11.           Attorney’s Fee. If any legal action or any arbitration or other proceeding is brought for the enforcement or interpretation of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with or related to this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorneys’ fees and other costs in connection with that action or proceeding, in addition to any other relief to which it or they may be entitled.

13.           Waiver. The waiver by either party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by such other party.

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12.           Notices. All notices, requests, and other communications hereunder shall be deemed to be duly given if sent by U.S. mail, postage prepaid, addressed to the other party at the address as set forth herein below:

To the Company:

UPAY, Inc.

3010 LBJ Freeway 12^th floor

Dallas, TX 75234

Attn: Wouter A. Fouche

Consultant:

Rainmaker Group Consulting, LLC

5036 Dr. Phillips Blvd., Suite 322

Orlando, FL 32819

Attn: James Cohen, Jr.

13.           Choice of Law. This Agreement shall be governed by, construed and enforced in accordance with the laws of the jurisdiction in which an arbitration or action is commenced.

14.           Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the alleged breach thereof, or relating to activities or remuneration under this Agreement, shall be settled by binding arbitration in Orange County, Florida if commenced by Company, and in Orange County, Florida, if commenced by Consultant, in accordance with the applicable rules of the American Arbitration Association, Commercial Dispute Resolution Procedures, and judgment on the award rendered by the arbitrator(s) shall be binding on the parties and may be entered in any court having jurisdiction.

15.           Complete Agreement. This Agreement contains the entire agreement of the parties relating to the subject matter hereof. This Agreement and its terms may not be changed orally but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought.

Consulting Agreement - Page 4

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

AGREED TO:

Company (UPAY, Inc.):
By:	/s/ Wouter A. Fouche
	Wouter A. Fouche, Chief Executive Officer

Consultant: (Rainmaker Group Consulting, Inc.):
By:	/s/ James Cohen, Jr.
	James Cohen, Jr., Managing Member

Consulting Agreement - Page 5

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 address of 381 Pauline Spruijt Street, Garsfontein, Pretoria, 0081. Each of Company and Fourier may also be referred to individually as a “Party” or collectively as “Parties.”

RECITALS

WHEREAS, Fourier is a software services provider.

WHEREAS, the Company is in need of Fourier’s services to develop the software for a Loan Administration system and also a Payment Gateway System (Collectively THE SYSTEMS) for the Company pursuant to the Project Scope set forth in Exhibits A and B attached hereto.

WHEREAS, Fourier will use its best efforts to develop THE SYSTEMS.

NOW THEREFORE, in consideration of the mutual promises contained in this Agreement, the Parties agree to the following terms and conditions.

1. Whereas Clauses. The above whereas clauses are incorporated as terms into the Agreement.

2. Software Services. In accordance with the terms and conditions set forth in this Agreement: (a) Fourier will use its best efforts to develop THE SYSTEMS; (b) Fourier will develop all functionality of THE SYSTEMS in accordance with the Project Scope set forth in Exhibit A; (b) Fourier will develop the Company’s Payment Gateway, including all functionality in accordance with the Project Scope set forth in Exhibit B; (c) Fourier shall at a minimum designate two full time software developers (“Developer” or “Developers”) to develop THE SYSTEMS; (d) Fourier agrees that title to and ownership of all proprietary rights of THE SYSTEMS and its attendant software developed by Fourier shall be the exclusive rights of the Company; (e) both Parties agrees to not disclose any confidential information of the other Party and further agrees to take appropriate action to prevent such disclosure by its employees and agents; (f) the confidentiality covenants shall survive the termination or cancellation of this Agreement.

3. Term of Agreement. This Agreement shall be effective as of the Effective Date and terminate upon completion of THE SYSTEMS.

4. Termination. The Company may terminate the Agreement with Fourier by providing Fourier with 10 days’ notice. Fourier may terminate the Agreement by providing not less than 60 days’ notice in writing to the Company. If the Agreement is terminated, the Company shall be entitled to retain the THE SYSTEMS software, whether complete or partially complete.

5. Fourier’s Representations and Warranties. Fourier represents and warrants that: (a) Fourier is a foreign corporation with authority to transact business in South Africa; (b) Fourier has the power and authority to enter into and perform this Agreement and is not prohibited from entering into this Agreement or discharging and performing all covenants and obligations to be performed under and pursuant to this Agreement; (c) the execution and delivery of this Agreement, the consummation of the transactions contemplated herein and the fulfillment of Fourier with the provisions of this Agreement will not conflict with or constitute a breach or a default under or require any consent, license or approval that has not been obtained pursuant any of the terms, conditions or provisions of any law, rule or regulation, any order, judgment, writ, injunction, decree, determination or other instrument of legal requirement of any court or agency of any government body.

1

6. Payment and Billing. The Company shall pay Fourier: (a) $2,000 per month for each full-time Developer, which compensation may be renegotiated at the Company’s sole discretion should Fourier propose to increase the number of Developers in excess of the two Developers described in 3(a); (d) the Company shall pay Fourier 1,800,000 restricted common stock shares (the “Shares”) of the Company (the “Stock Compensation”) to be issued, as follows: (1) 1,000,000 shares recorded in book entry at the Company’s transfer agent within 10 days of the development completion of all functionality of the Loan Administration system in accordance with the Project Scope set forth in Exhibit A; and (ii) 800,000 shares recorded in book entry at the Company’s transfer agent within 10 days of the development completion of the Company’s Payment Gateway, including all functionality in accordance with the Project Scope set forth in Exhibit B. The Company will determine in is sole discretion whether Fourier has adequately completed development of THE SYSTEMS and may reject either solution and not have to issue the shares in this instance.

7. Expenses. Fourier will be responsible for all expenses pertaining to their services and the Company will not pay any incurred or projected expenses to Fourier.

8. Dribble-Out. The Stock Compensation and related selling and/or non-selling of the Shares shall be pursuant to the terms in the Dribble-Out Agreement attached hereto as Exhibit C.

9. Limitation on Liability. Notwithstanding anything to the contrary contained here, neither Party shall be liable or responsible to the other Party or such Party’s affiliated person for any consequential, special, indirect, punitive or exemplary damages, or for loss of profits or revenues incurred by such Party of its affiliated Person that arise out of or relate to this Agreement or any subsequent agreement. In no event shall either party be liable to the other for special, incidental, punitive or consequential damages.

10. Indemnification. The Company and Fourier agree to mutually indemnify and hold harmless one another from and against all claims of whatever nature arising from any negligence or willful misconduct of one another.

11. Waiver and Assignment. No amendments or modifications of any of the terms or provisions of this Agreement shall be binding on the other Party unless in writing and signed by both Parties. No waiver by any Party of any one or more defaults of the other Party in the performance of this Agreement shall operate or be construed as a waiver of any future default or defaults, whether of a like or of a different character. Either Party may assign this Agreement or its rights or interests hereunder in whole or in part, or delegate its obligations hereunder in whole or in part, with the prior written consent of the other Party, which consent shall not be unreasonably withheld.

12. Entire Agreement and Severability. This Agreement forms the entire agreement between Operator and Customer related to the subject matter contemplated herein. This Agreement, and any modification, may be executed and delivered in counterparts, including any facsimile transmissions thereof, each of which shall be deemed an original. Any provision declared or rendered unlawful by any applicable court of law or regulatory agency or deemed unlawful because of a statutory change will not otherwise affect the remaining lawful obligations that arise under this Agreement. This agreement and the rights and duties of the parties hereunder shall be governed by and construed, enforced and performed in accordance with the laws of the state of Texas, without regard to principles of conflicts of law.

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13. Counterparts. This Agreement may be executed in counterparts via facsimile or PDF transmission.

UPAY, INC.
By:	/s/ Jaco Folscher
	Jaco Folscher, President

FOURIER SYSTEMS (PTY) LTD.
By:	/s/ William Raubenheimer
	William Raubenheimer, Director/ Chair Person

EXHIBIT A

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EX-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 Software Services Agreement with the Company, whereby the Company will pay 1,800,000 restricted common stock shares of the Company in the denominations specified in the Software Services Agreement and otherwise pursuant to the terms of said agreement.

WHEREAS, pursuant to the terms of this Agreement, Agreement, Fourier has agreed to limit their common stock sales (the “Lock Up Shares” or the “Securities”).

NOW, THEREFORE, in exchange for good and valuable consideration the receipt of which is hereby acknowledged, the parties hereby agree as follows:

(1) “Dribble-Out” Agreement.

(a)  The above clauses of this Agreement are incorporated herein as terms of this Agreement.

(b)  Pursuant to the Software Services Agreement the Company shall pay Fourier 1,800,000 restricted common stock shares (the “Shares”) of the Company (the “Stock Compensation”) to be issued, as follows: (i) 1,000,000 shares (the “1,000,000 Shares”) recorded in book entry at the Company’s transfer agent upon completion of 2(b) of the Software Services Agreement and written acknowledgement by the Company that 2(b) has been completed to the Company’s satisfaction and implementation of 2(b) has been completed; and (ii) 800,000 shares the (the “800,000 Shares) recorded in book entry at the Company’s transfer agent to be recorded only upon completion of upon completion of 2(c) of the Software Services Agreement and written acknowledgement by the Company that 2(c) has been completed to the Company’s satisfaction and implementation of 2(c) has been completed. The Company will determine in is sole discretion whether Fourier has adequately completed 2(b) and 2(c) of the Software Services Agreement and implementation of 2(b) and 2(c) has been completed.

(c)  Lock Up Shares. The 1,000,000 Shares and the 800,000 Shares shall be locked up for a period of two years from issuance of the 1,000,000 Shares and the 800,000 Shares, respectively.

2. Dribble Out. Fourier agrees not to sell during each quarter after the lock-up period more than 10% of its shares then held and not more than 3,000 shares per day. Further, in accordance with the terms and conditions set forth in this Agreement:

(a) Fourier hereby agrees that, except as permitted under sections (b) and (c) below, during the Dribble Out Period (such period as defined in (c) below), that Fourier will sell their shares only according to 1(b) and 1(c) and will not otherwise sell their shares without the express written consent of the Company, as follows:

(i)  Sell any of the Lock Up Shares or other securities of the Company that Fourier may acquire.

(ii)  Transfer, assign or otherwise dispose of any of the Lock Up Shares.

(iii)  Pledge, hypothecate, mortgage, encumber or otherwise create a lien on or pertaining to any of the Lock-Up Shares.

(iv)  Loan to any person or entity any of the Lock Up Shares or other of the Company’s securities.

(v)  Sell short the Lock Up Shares or otherwise affect short sales pertaining to any Lock Up Shares or other of the Company’s securities

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(vi)  Acquire a put option or grant a call option with respect to any of the Company’s shares or other securities.

(vii)  Enter into any agreement, arrangement, or otherwise concerning or directly or indirectly pertaining to any of the foregoing transactions, or otherwise facilitate any other person or agent conducting any of the foregoing transactions.

(b) For purposes of this Section, the Dribble Out Period shall mean the period beginning on the date as provided for in 1(b) and 1(c), respectively, and ending twenty-four (24) months thereafter (the “Dribble Out Period”). The Company’s Board of Directors by corporate resolution or Board meeting shall approve this Agreement in form and substance on or before the Effective Date.

(c) Notwithstanding the foregoing, provided that the Company agrees in writing, Fourier may transfer the Company’s securities without payment or other consideration: (i) if Fourier’s principal(s) is an individual, to any family member, (ii) to any direct or indirect parent or subsidiary or. In each such case of transfer, assuming the Company agrees to the transfer in writing, the transferee will be required to execute a Dribble Out Agreement and no transfer shall be effective or need be recognized by the Company until receipt of an executed counterpart of this Agreement by the transferee.

(d) Fourier further agrees that before and after termination of the Dribble Out Period, Fourier will comply with all securities laws, rules and regulations when purchasing or reselling the Company’s securities, including, without limitation, those prohibiting sales and purchases of securities while in possession of material nonpublic information or that otherwise are in violation of the insider trading rules promulgated by the Securities and Exchange Commission, and requiring the filing of accurate and truthful insider reports with the Securities and Exchange Commission.

(e) The certificate for the Lock Up Shares of Fourier shall have a legend in form and substance acceptable to the Company referring to the restrictions of this Agreement and the Company may instruct the Company’s transfer agent to stop any transfer of any securities in violation of this Agreement and may take any other action required to avoid violation of this Agreement, including, without limitation, obtaining an injunction.

(f) The provisions of this Section shall continue in effect after the Lock Up Shares are registered pursuant to any Registration Statement filed under the Securities Act of 1933, as amended.

(g) Stop Transfer Instructions. Fourier agrees that the Company may issue instructions to its transfer agent that prohibits transfer in violation of this Agreement.

(h) Voting of Securities. Fourier shall maintain voting rights attached to the Lock Up Shares.

(2)  The representations, warranties, understandings, acknowledgments and agreements in this Agreement are true and accurate as of the date hereof, shall be true and accurate as of the date of the acceptance hereof by the Company and shall survive thereafter.

(3)  This Agreement shall be enforced, governed and construed in all respects in accordance with the laws of the State of Texas, as such laws are applied by the Texas courts to agreements entered into and to be performed in Texas, and shall be binding upon Fourier, the Fourier’s heirs, estate, legal representatives, successors and assigns and shall inure to the benefit of the Company and its successors and assigns.

(4)  Fourier agrees not to transfer or assign this Agreement, or any of Fourier’s interest herein, without the express written consent of the Company.

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(5)  This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes any and all prior or contemporaneous representations, warranties, agreements and understandings in connection therewith. Only a writing executed by all parties hereto may amend this Agreement. This Agreement may be executed in one or more counterparts.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

UPAY, INC.

By:	/s/ Jaco Folscher
	Jaco Folscher, President

FOURIER, INC.

By:	/s/ Willem Johannes Jacobus
	Willem Johannes Jacobus Raubenheimer President

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EX-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: 20-2270610, a company located in New York and registered in New York (“Twin Harbor’) with an address of:

29 Creek Road
Bayville, NY 11709

UPAY and Twin Harbor may also be referred to individually as a “Party” or collectively “Parties.”

RECITALS

WHEREAS, UPAY, Inc. is a company located at 3010 LBJ Freeway, Suite 1200, Dallas, Texas 75234 and incorporated in Nevada.

WHEREAS, Twin Harbor Web Solutions, Inc. (“Twin Harbor), a New York corporation, is a software development company and website development company located at 29 Creek Road, Bayville, New York 11709.

WHEREAS, the Company is in need of Twin Harbor’s services as described below.

WHEREAS, Twin Harbor will use its best efforts to develop an integrated master website for the Company to offer its customers the services described below.

NOW THEREFORE, in consideration of the mutual promises contained in this Agreement, the Parties agree to the following terms and conditions.

AGREEMENT

1.  Whereas Clauses. The above whereas clauses are incorporated as terms into the Agreement.

2.  Description of Services.

Beginning on January 01, 2016, Twin Harbor will provide the below listed services and/or materials (collectively, the “Services”):

(a) Website Design, Basic Website Setup.

Websites are being created for third party customers, hereafter known as “Customers”. The main, entry-level offering will consist of a website that includes Waypoint and all standard features, as well as all the APCAS web service plugins and its related features that will be added and updated from time to time.

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Each site will include:

· Client selection from a list of available website templates.

· Page management and editing features.

· User management.

· Picture galleries

· File libraries.

· Testimonials.

· ACPAS web service Plugins.

· 6 Standard pages.

Customizations that will be included:

· Logo can be changed. Client must provide logo. If no logo is available, a text-based logo will be used.

· Custom colors. Each template will have a default color scheme that can be customized to match a customer’s brand image.

· Page text can be customized by clients on their new site.

· Clients can use the features in Waypoint to make additional changes, including adding pages and pictures.

(b) ACPAS Web Design - Service Description and Information

About Waypoint

Waypoint is an ASP.net-based content management system offered by Twin Harbor Web Solutions to UPAY and will include:

Picture Galleries

Display event photos with the easy to use picture gallery feature. Just create a new gallery and upload pictures and you’re done. Thumbnails and display pages arc set up automatically. Additionally, latest pictures can be configured to rotate on the home page.

News Feed

A news feed will be set up to allow for fast, easy posting of news and other information. The home page will display the most recent posts, and a news archive page will display all previous posts. When a new post is added, these pages update automatically. When adding a post, users will add a title and body of the post, and specify any categories.

Rich Text Editor

Edit all your website content using a simple, yet powerful Rich Text Editor. You’ll find editing your website content is very similar to working with most common word processing programs such as Microsoft Word.

Formatted Content

Editing specially formatted content, such as carousels, will not work in a rich text editor because these elements require specialty html and css code to function. To solve this problem, Waypoint includes a formatted content system. Content types can be generated when the site design is built, allowing for adding, editing, and reordering elements.

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Drag and Drop

Rearrange content and widgets on your website pages easily by dragging and dropping them on the page. Organizing content on your web pages is quick and easy!

User Management

You can easily create user accounts for your staff and choose how much access they have. You can even make members-only areas of the website that require an account to log in. The user management features in Waypoint are robust and include encrypted passwords, multiple and custom role selections, self-service password reset, custom page permissions, and more!

Contact Form

Waypoint includes an email contact form to allow website visitors to quickly send an email to the website owner. This can be included on the Contacts page.

File Library

The File Library tool will allow staff to add new documents to the site for visitors to download. This makes it quick and easy to update the site with the latest information.

Waypoint is a Platform

Waypoint is more than just a content management system; it is easily extensible by using our simple plugin methodology, which means your Waypoint site can grow over time. Plugins allow for custom. Net software to be added into the website. Screens can be added to the admin area with their own menus. Widgets can be added for use on the public-facing website.

Main section:

Basic Website Setup

The main, entry-level offering will consist of a website that includes Waypoint and all standard features, as well as the APCAS plugin and its related features.

Each site will include:

· Page management and editing features.

· User management.

· Picture galleries.

· File libraries.

· Testimonials.

· ACPAS Plugin to all web service integration functions.

· 6 Standard pages.

Customizations that will be included:

· Logo can be changed. Client must provide logo. If no logo is available, a text-based logo will be used.

· Custom colors. Each template will have a default color scheme that can be customized to match a customer’s brand image.

· Page text can be customized by clients on their new site.

· Clients can use the features in Waypoint to make additional changes, including adding pages and pictures.

If additional changes are needed, custom work will be offered on an hourly basis.

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Website Hosting

Hosting will be provided by Twin Harbor for all websites. The standard hosting package includes:

· Waypoint.

· Storage space up to 1GB.

· Data transfer up to 3GB per month.

· SSL Certificate.

$35/month, to be billed annually.

Domain names am also available. .com, .net, .org extensions for $25/year. Prices vary for specialty extensions.

(c) Custom Designed Sites

For clients who prefer a custom web design, Twin Harbor will also provide a complete web design service. After initial discussion with the client about their brand image and website goals, Twin Harbor will provide mockup images via email, showing how the site will look with sample content. This design can be discussed and changed as needed. Once approved, Twin Harbor will build the website using this design. All pages and content will be created. All original artwork will be provided upon request.

These services will be performed at the following address: 29 Creek Road, Bayville, New York 11709.

3.  Further Terms Applicable to Twin Harbor’s Services

In accordance with the terms and conditions set forth in this Agreement: (a) Twin Harbor will use its best efforts to develop the Website and the Services stated above; (b) both Parties agrees to not disclose any confidential information of the other Party and further agrees to take appropriate action to prevent such disclosure by its employees and agents; (c) the confidentiality covenants shall survive the termination or cancellation of this Agreement.

4.  Payment for Services.

(a)  In exchange for the Services, UPAY will pay Twin Harbor $750 for each client’s website setup. Payment will be made when the Services are completed.

(b)  Hosting will be provided by Twin Harbor for all websites. Hosting fees will be paid by the customer.

(c)  $35/month, to be billed annually.

Domain names are also available: .com, .net, .org extensions are priced at $25/year. Prices vary for specialty extensions.

(d)  The Company will pay Twin Harbor an initial $2,000 payment to build the master website and the plugin with all the Company’s web services.

(e)  There will be a once off charge per customer for initial customization from the master website to their own website of $750 and the hosting service provided am optional as well as specific further development on request per quote.

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(f) Upon completion of the master website with all its plugins, the Company will issue to Twin Harbor, common stock shares of the Company with a total value of $3,000. The valuation criteria is 30,000 shares at 10c per share.

5.  Twin Harbor’s Representations and Warranties.

Twin Harbor represents and warrants that: (a) Twin Harbor is a New York corporation with authority to transact business in Texas; (b) Twin Harbor has the power and authority to enter into and perform this Agreement and is not prohibited from entering into this Agreement or discharging and performing all covenants and obligations to be performed under and pursuant to this Agreement; (c) the execution and delivery of this Agreement, the consummation of the transactions contemplated herein and the fulfillment of Twin Harbor with the provisions of this Agreement will not conflict with or constitute a breach or a default under or require any consent, license or approval that has not been obtained pursuant any of the terms, conditions or provisions of any law, rule or regulation, any order, judgment, writ, injunction, decree, determination or other instrument of legal requirement of any court or agency of any government body.

6.  Expenses.

Twin Harbor will be responsible for all expenses pertaining to their services and the Company will not pay any incurred or projected expenses to Twin Harbor.

7.  Completion.

Twin Harbor and the client agree to work together to complete the Website in a timely manner.

8.  Indemnity and Insurance.

Twin Harbor agrees to indemnify and hold harmless UPAY, Owner, Design Professionals, and their respective agents and assigns from all claims, losses, damages, expenses, fees including attorney fees, costs, settlements and judgments arising out of the performance of Twin Harbor or resulting in whole or in part from the actual or alleged acts, omissions, or breaches of this Subcontract by Twin Harbor, or the violation of any relevant laws by Twin Harbor or its employees, agents or others under its control while performing the Services under this subcontract.

9.  Change Orders.

If a customer requests or requires any change either expanding or limiting the work to be performed under the Original Contract, Twin Harbor shall accept such change orders. UPAY agrees to provide Twin Harbor with written notice of any such change orders as soon as practical after UPAY receives such notice. Any resulting increase or decrease in the subcontract price provided for in Paragraph 2 must be in writing, mutually agreed to, and signed by both parties. If the parties are unable to reach an agreement regarding any price adjustment for a change order, Twin Harbor will proceed with the change order work and the matter shall be submitted to arbitration under the laws of New York within thirty days from the issuance of the change order. Such arbitration shall set the change order price allowing UPAY a reasonable profit, after considering direct costs and reasonable overhead expenses.

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10.  Unforeseen Conditions and Acts of God.

a.  Reasonable additional, unexpected costs directly related to an existing, concealed condition or other situation that may be revealed during construction, shall be the sole responsibility of UPAY. Further, Twin Harbor shall not be held responsible for reasonable delays caused by such conditions.

b.  This Agreement is subject to force majeure, including without limitation, accidents, acts of God, fire, explosion, vandalism, storm, weather conditions, labor strikes, orders or acts of military or civil authority, national emergencies, insurrections, riots, wars, or other delays beyond the reasonable control of the parties. Twin Harbor shall not be held responsible for reasonable delays caused by such events, but shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance.

c.  Nothing in this Agreement shall preclude Twin Harbor’s claims for recovery of delay damages caused by UPAY, Owner, Design Professionals or parties other than Subcontractor, its employees, agents or others under Subcontractor’s control on this project.

11.  Default.

The occurrence of any of the following shall constitute a material default under this Agreement:

a.  The failure of UPAY to make a required payment when due.

b.  The insolvency or bankruptcy of either party.

c.  The subjection of any of either party’s property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.

d.  The failure of Twin Harbor to deliver the Services in the time and manner provided for in this Agreement.

12.  Remedies on Default.

In addition to any and all other rights available according to law, if either party defaults by failing to substantially perform any material provision, term or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other party may elect to terminate this Agreement if the default is not cured within ten days after providing written notice to the defaulting party. The notice shall describe with sufficient detail the nature of the default.

13.  Relationship of the Parties.

The provisions of this Agreement are not intended to create, nor shall be deemed or construed to create, any joint venture, partnership or other relationship between UPAY and Twin Harbor other than that of independent entities contracting with each other sold for the purpose of carrying out the provisions of this Agreement. Neither of the parties to this Agreement, nor any of their respective employees, agents, or other representatives, shall be construed to be the agent, employee or representative of the other party. Neither party shall have the authority to bind the other party nor shall a party be responsible for the acts or omissions of the other party, unless otherwise stated in this Agreement. Similarly, Twin Harbor expressly acknowledges that Twin Harbor is not an agent, employee or representative of the customer and covenants to represent itself accordingly.

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14.   Notices.

Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the addresses listed above or to such other address as one party may have furnished to the other in writing. The notice shall be deemed received when delivered or signed for, or on the third day after mailing if not signed for.

15.  Entire Agreement.

This Agreement contains the entire Agreement of the parties regarding the subject matter of this Agreement, and there are no other promises or conditions in any other agreement whether oral or written.

16.  Waiver.

No waiver by either party of any breach of this Agreement shall be deemed to waive any other breach. No acceptance of payment or performance after any breach shall be deemed a waiver of any breach. No failure or delay to exercise any right by a party upon another’s default shall prevent that party from later exercising that right, nor shall such failure or delay operate as a waiver of any default

17.  Severability.

If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

18.  Amendment.

This Agreement may be modified or amended only if made in writing and signed by both parties.

19.  Applicable Law. This Agreement shall be governed by the laws of the State of New York.

20.  Assignment.

Neither party may assign or transfer this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld.

21.  Dispute Resolution.

The parties will attempt to resolve any dispute arising out of or relating to this Agreement through friendly negotiations amongst the parties. If the matter is not resolved by negotiation, the parties will resolve the dispute using the below Alternative Dispute Resolution (ADR) procedure.

Any controversies or disputes arising out of or relating to this Agreement, other than those described in the Section entitled “Change Orders,” will be submitted to mediation in accordance with any statutory rules of mediation in the State of New York. If mediation does not successfully resolve the dispute, the parties may proceed to seek an alternative form of resolution in accordance with any other rights and remedies afforded to them by law.

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22.  Binding Effect.

This Agreement shall be binding upon, and inure to the benefit of, the parties and their respective heirs, representatives, successors and assigns.

23.  Signatories.

This Agreement shall be signed by Wouter Fouche, CEO on behalf of UPAY, Inc. and by Michael McCloy, CEO on behalf of Twin Harbor Web Solutions, Inc. and shall be effective as of the date first written above.

SUBCONTRACTOR:

Twin Harbor Web Solutions, Inc.

By:	/s/ Michael McCloy
	Michael McCloy
	CEO

GENERAL CONTRACTOR:

By:	/s/ Jaco Fölscher
	Jaco Fölscher
	PRESIDENT UPAY, Inc

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EX-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 and offered its services to the Company.

WHEREAS, the Company retained the Consultant to perform business advisory services for the Company for the stock compensation specified below to be paid to the Consultant.

WHEREAS, the Company desires that Consultant provide services and assistance to the Company under the terms and conditions of this Agreement.

NOW, THEREFORE, the Company and Consultant hereby agree as follows:

1.  Whereas Clauses

The above whereas clauses are incorporated herein as terms of the Agreement.

2.  Consulting Services

Subject to the terms and conditions of this Agreement, the Company hereby retains the Consultant to provide business advisory services, including development of the Company’s business plan, and Consultant agrees, subject to the terms and conditions of this Agreement, as may be amended in writing from time to time, to render such services during the term of this Agreement.

3.  Term.

(a)  This Agreement shall remain in effect for a term of 2 years from the Effective Date, unless sooner terminated as hereinafter provided, or unless extended by written agreement of the parties.

(b)  This Agreement may be terminated by either party, with or without cause, upon thirty (30) days prior written notice to the other began prior to the date of notice of termination hereunder.

3.  Share and Warrant Compensation

Pursuant to this Consulting Agreement the Company: (a) shall pay the Consultant 300,000 restricted common stock shares (the “Shares”) of the Company (the “Stock Compensation”) to be recorded in book entry at the Company’s transfer agent, which shares will be recorded in book entry within 20 calendar days after the date of this Agreement; (b) shall grant 2,000,000 warrants (the “Warrants) exercisable at $3.50 with an exercise period of 2 years following the Effectiveness Notice, which Warrants will not be issued until the Company receives an Effectiveness Notice from the SEC regarding the Company’s S-I Registration Statement (the “Exercise Period”); (c) issue the Warrants in written form and provide the written form grant of the Warrants to the Consultant. Additionally, (a) the Shares and the shares underlying the Warrants shall be locked up for a period of two years from their issuance, respectively, and the Consultant will be subject to the Dribble Out Agreement attached hereto as Exhibit A; and (b) the warrant and the Shares compensation term shall survive even in the event of cancellation of the Agreement. Subject to the terms contained herein, the Company herby grants the Consultant the right to a Cashless Exercise of the Consultant’s outstanding Warrants. For purpose hereof “Cashless Exercise” shall mean the right of the Consultant to exchange the outstanding Warrants for the specified number of shares of fully paid non-assessable shares of the Company’s Common Stock, without the necessity to pay the exercise price in cash.

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4.  Independent contractor status.

The parties agree that this Agreement creates an independent contractor relationship, not an employer-employee, partnership or joint venture relationship. Consultant acknowledges and agrees that in connection with this Agreement, the consideration set forth in Section 3 shall be the sole consideration due Consultant for the services rendered hereunder, and the Company will not provide Consultant with any pension, retirement or employee benefits available to Company’s regular employees, including without limitation any employee stock purchase plan, social security, unemployment, medical, or pension payments. Consultant acknowledges that all sums subject to deductions, if any, required to be withheld and/or paid under any applicable state, federal or municipal laws, including but not limited to income tax withholding, shall be Consultants sole responsibility and Consultant shall indemnify and hold Company harmless from any and all damages, claims and expenses arising out of or resulting from any claims asserted by any taxing authority as a result of or in connection with said payments. Consultant will not represent himself to be and not hold himself out as an employee of the Company. In addition, the parties acknowledge that neither party has, or shall be deemed to have, the authority to bind the other party. Notwithstanding the foregoing, nothing contained in this Section shall limit or prohibit Consultants right or ability to participate in any equity award under any other Agreement, including but not limited to the Employment Agreement.

5.  No Other Conflicting Agreement.

The Consultant and Company mutually represent that to the best of their knowledge neither currently has any agreement with, or any other obligation to, any third party that conflicts with the terms of this Agreement. The parties agree that they shall not intentionally and knowingly enter into any such agreement.

6.  Governing Law; Jurisdiction; Venue.

The Parties agree that any claim, controversy or dispute arising out of or relating in any way to this Agreement shall be governed by and interpreted in accordance with, the laws of the State of Texas without regard to conflicts of law principles.

7.  Notices

Any notice or other communication by one party to the other hereunder shall be in writing and shall be given, and be deemed to have been given, if either hand delivered or mailed, postage prepaid, certified mail (return receipt requested), addressed as follows:

If to Consultant:

239 Boschenmeer Golf Estate,

Paarl,

South Africa.

If to the Company:

3010 LBJ Freeway -Suite 1200

Dallas,

Texas

75234

USA

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IN WITNESS WHEREOF, the parties have executed this Agreement on the Effective Date indicated above

/s/ Ferdinand Labuschagne

The Consultant, Ferdinand Labuschagne

UPAY, INC.

By:	/s/ Jaco Fölscher
	Jaco Fölscher, President

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EX-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 this Agreement is Exhibit A to the Consulting Agreement.

The Company and the Consultant are referred to collectively herein as the “Parties”.

WHEREAS, the Consultant has entered into a Consulting Agreement with the Company, whereby the Company will pay the Consultant 300,000 restricted common stock shares of the Company and grant the Consultant 2,000,000 warrants pursuant to the terms in the Consulting Agreement and this Agreement.

WHEREAS, pursuant to the terms of this Agreement, Agreement, the Consultant has agreed to limit their common stock sales (the “Lock Up Shares” or the “Securities”).

NOW, THEREFORE, in exchange for good and valuable consideration the receipt of which is hereby acknowledged, the parties hereby agree that the above WHEREAS clauses are incorporated as terms to this Agreement and to the following terms:

1. “Dribble-Out” Agreement

(a)  The above clauses of this Agreement are incorporated herein as terms of this Agreement.

(b)  Pursuant to this Dribble Out Agreement and the Consulting Agreement, the Company: (a) shall pay the Consultant 300,000 restricted common stock shares (the “Shares”) of the Company (the “Stock Compensation”) to be recorded in book entry at the Company’s transfer agent, which shares will be recorded in book entry within 20 calendar days after the date of this Agreement; (b) shall grant 2,000,000 warrants (the “Warrants) exercisable at S3.50 with an exercise period of 2 years following the Effectiveness Notice, which Warrants will not be issued until the Company receives an Effectiveness Notice from the SEC regarding the Company’s S-1 Registration Statement (the “Exercise Period”); (c) issue the Warrants in written form and provide the written form grant of the Warrants to the Consultant. Additionally, (a) the Shares and the shares underlying the Warrants shall be locked up for a period of two years from their issuance, respectively; and (b) the warrant and the Shares compensation term shall survive even in the event of cancellation of the Consulting Agreement. Subject to the terms contained herein, the Company herby grants the Consultant the right to a Cashless Exercise of the Consultant’s outstanding Warrants. For purpose hereof “Cashless Exercise” shall mean the right of the Consultant to exchange the outstanding Warrants for the specified number of shares of fully paid non-assessable shares of the Company’s Common Stock, without the necessity to pay the exercise price in cash.

2. Dribble Out. The Consultant agrees not to sell during each quarter after the lock-up period more than 10% of its shares then held and not more than 1,500 shares per day. Further, in accordance with the terms and conditions set forth in this Agreement:

(a) The Consultant hereby agrees that, except as permitted under sections (b) and (c) below, during the Dribble Out Period (such period as defined in (c) below), that The Consultant will sell its shares only according to 1(b) and 1(c) and will not otherwise sell their shares without the express written consent of the Company, as follows:

(i) Sell any of the Lock Up Shares or other securities of the Company that the Consultant may acquire.

(ii) Transfer, assign or otherwise dispose of any of the Lock Up Shares.

(iii) Pledge, hypothecate, mortgage, encumber or otherwise create a lien on or pertaining to any of the Lock-Up Shares.

(iv) Loan to any person or entity any of the Lock Up Shares or other of the Company’s securities.

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(v) Sell short the Lock Up Shares or otherwise affect short sales pertaining to any Lock Up Shares or other of the Company’s securities

(vi) Acquire a put option or grant a call option with respect to any of the Company’s shares or other securities.

(vii) Enter into any agreement, arrangement, or otherwise concerning or directly or indirectly pertaining to any of the foregoing transactions, or otherwise facilitate any other person or agent conducting any of the foregoing transactions.

(b)  For purposes of this Section, the Dribble Out Period shall mean the period beginning on the date as provided for in 1(b) and 1(c), respectively, and ending twenty-four (24) months thereafter (the “Dribble Out Period”). The Company’s Board of Directors by corporate resolution or Board meeting shall approve this Agreement in form and substance on or before the Effective Date.

(c)  Notwithstanding the foregoing, provided that the Company agrees in writing, the Consultant may transfer the Company’s securities without payment or other consideration: (i) if the Consultant’s principal(s) is an individual, to any family member, (ii) to any direct or indirect parent or subsidiary or. In each such case of transfer, assuming the Company agrees to the transfer in writing, the transferee will be required to execute a Dribble Out Agreement and no transfer shall be effective or need be recognized by the Company until receipt of an executed counterpart of this Agreement by the transferee.

(d)  The Consultant further agrees that before and after termination of the Dribble Out Period, the Consultant will comply with all securities laws, rules and regulations when purchasing or reselling the Company’s securities, including, without limitation, those prohibiting sales and purchases of securities while in possession of material nonpublic information or that otherwise are in violation of the insider trading rules promulgated by the Securities and Exchange Commission, and requiring the filing of accurate and truthful insider reports with the Securities and Exchange Commission.

(e)  The certificate for the Lock Up Shares of the Consultant shall have a legend in form and substance acceptable to the Company referring to the restrictions of this Agreement and the Company may instruct the Company’s transfer agent to stop any transfer of any securities in violation of this Agreement and may take any other action required to avoid violation of this Agreement, including, without limitation, obtaining an injunction.

(f)  The provisions of this Section shall continue in effect after the Lock Up Shares are registered pursuant to any Registration Statement filed under the Securities Act of 1933, as amended.

(g)  Stop Transfer Instructions. The Consultant agrees that the Company may issue instructions to its transfer agent that prohibits transfer in violation of this Agreement.

(h)  Voting of Securities. The Consultant shall maintain voting rights attached to the Lock Up Shares. Additionally, the Consultant shall maintain voting rights to the shares underlying the Warrants, but said voting rights will not be effective until after the Warrant Exercise and the shares underlying the warrants are issued to the Consultant.

(2)  The representations, warranties, understandings, acknowledgments and agreements in this Agreement are true and accurate as of the date hereof, shall be true and accurate as of the date of the acceptance hereof by the Company and shall survive thereafter.

(3)  This Agreement shall be enforced, governed and construed in all respects in accordance with the laws of the State of Texas, as such laws are applied by the Texas courts to agreements entered into and to be performed in Texas, and shall be binding upon the Consultant, the Consultant’s heirs, estate, legal representatives, successors and assigns and shall inure to the benefit of the Company and its successors and assigns.

(4)  The Consultant agrees not to transfer or assign this Agreement, or any of the Consultant’s interest herein, without the express written consent of the Company.

(5)  This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes any and all prior or contemporaneous representations, warranties, agreements and understandings in connection therewith. Only a writing executed by all parties hereto may amend this Agreement. This Agreement may be executed in one or more counterparts.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date first written above.

UPAY, INC.		THE CONSULTANT
By:	/s/ Jaco Folscher	By:	/s/ Ferdinand Labuschagne
	Jaco Folscher, President		Ferdinand Labuschagne

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EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form S-1 of our report dated July 8, 2016, with respect to the consolidated financial statements as of and for the years ended February 29, 2016 and February 28, 2015, of UPAY, Inc. which appears in such Registration Statement.

We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ Frazier & Deeter, LLC

July 8, 2016