8-A12G 1 v454391_8a12g.htm FORM 8A12G

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

  

 

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

UPAY, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Nevada   37-1793622
(State of Incorporation or Organization)   (I.R.S. Employer Identification No.)

 

 

3010 LBJ Freeway, 12th Floor

Dallas, Texas

(Address of Principal Executive Offices)

  


75234

(Zip Code)

 

(972) 888-6052

(Registrant’s Telephone Number, Including Area Code)

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class to be so registered  

Name of each exchange on which each

Class is to be registered

     

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box.  ¨

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box.  x

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box.  ¨

 

Securities Act registration statement or Regulation A offering statement file number to which this form relates: ______________________ (if applicable)

 

Securities to be registered pursuant to Section 12(g) of the Act:

 

Common Stock, par value $.0001 per share
(Title of Class)

 

 

 

 

UPAY, Inc. is referred to herein as the “Registrant”

 

Item 1. Description of Securities to be Registered

 

For a description of the common stock, par value $0.0001 per share, to be registered by the Registrant, a Nevada corporation, is contained in the sections entitled “Prospectus Summary”, “Market for Common Equity and Related Stockholder Matters”, “Dividend Rights” and “Shares Eligible for Future Sale” contained in the prospectus included in the Registrant’s Registration Statement on Form S-1 under the Securities Act of 1933 (No. File No. 333-212447) as originally filed with the Securities and Exchange Commission on July 8, 2016 and as subsequently amended prior to effectiveness (the effectiveness of which occurred on December 6, 2016 at 11:00 am), which description is incorporated herein by reference.

 

Item 2. Exhibits

 

Exhibit Description of Exhibit

 

1 The Registrant’s Registration Statement on Form S-1 (File No. 333-212447), as filed with the Securities and Exchange Commission on July 8, 2016 and as subsequently amended and incorporated herein by reference.

 

2 Articles of Incorporation – State of Nevada (filed as Exhibit 3.1 to the Registrant’s registration statement on Form S-1 as filed on July 8, 2016, File No. 333-212447, and incorporated by reference herein).

 

3 By-Laws (filed as Exhibit 3.5 to the Registrant’s registration Statement on Form S-1 as filed on July 8, 2016, File No. 333-212447, and incorporated by reference herein).

 

SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

  UPAY, INC.
   
   
Dated: January 31, 2017 By:  /s/ Walter Fouche
  Name:
Title:		 Walter Fouche
Chief Executive Officer