UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

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

For the annual period ended February 29, 2020

or

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

For the transition period from __ to __.

Commission File Number

333-212447

UPAY, Inc.

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

3010 LBJ Freeway, 12^th Floor

Dallas, Texas 75234

(Address of principal executive offices)

(972) 888-6052

(Company’s telephone number, including area code)

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

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

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

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

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

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

EXPLANATORY NOTE

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

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

AMENDED DISCLOSURE

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

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

Coronavirus Risks Associated with Our Business  

The 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.

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

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

*      Filed herewith 

Signatures

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

Dated: July 13, 2020

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

Dated: July 13, 2020