SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of The Securities
Exchange Act of 1934
Date of report (Date of earliest event reported):
February 29, 2020
|(Exact Name of Registrant as Specified in Its Charter) |
|(State or Other Jurisdiction of Incorporation) |
|(Commission File Number)
||(IRS Employer Identification No.)|
|3010 LBJ Highway, 12th Floor
|(Address of Principal Executive Offices)
|(Registrant’s Telephone Number, Including Area Code)|
|(Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: None
Title of each class
Name of each exchange on which registered
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company x
If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
UPAY, Inc. is referred to herein as “we”, “us” or “our”.
Our Form 10-K for the period ending February 29, 2020
was due on or about May 29, 2020 (the “10-K”). Pursuant to SEC Release No. 34-88465 dated March 25, 2020 (the “Order”),
we are requesting relief from the Commission from filing the 10-K on a timely basis. We are unable to file the report on a timely
basis because COVID-19 has not allowed our employees to adequately coordinate and complete matters pertaining to the 10-K in a
timely manner. We estimate that we will be able to file the 10-K on or prior to July 13, 2020, which is within the 45-day filing
requirement provided for in the Order.
Associated with Our Business
outbreak of the coronavirus may negatively impact our business, results of operations and financial condition.
In December 2019, a novel
strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and
other parts of the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak
of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.” On January 31, 2020, U.S.
Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare
community in responding to COVID-19, and on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic”.
The significant outbreak of COVID-19 has resulted in a widespread health crisis that could adversely affect the economies and financial
markets worldwide, and could adversely affect our business, results of operations and financial condition, including coordination
and completion of financial and operational matters and promotion and sales of our administration software to credit
providers, retail stores, provisional service industry (doctors, lawyers, accountants). The
ultimate extent of the impact of any epidemic, pandemic or other health crisis on our business, financial condition and results
of operations will depend on future developments, which are highly uncertain and cannot be predicted, including new information
that may emerge concerning the severity of such epidemic, pandemic or other health crisis and actions taken to contain or prevent
their further spread, among others. These and other potential impacts of an epidemic, pandemic or other health crisis, such as
COVID-19, could therefore materially and adversely affect our business, financial condition and results of operations.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
||UPAY, INC. |
/s/ Jaco C Folscher|
||Title: Chief Executive Officer|