As filed with the Securities and Exchange Commission on November 8, 2019
Registration No. 333-212447 (Amendment No. 5)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-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, 12th 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
2108 Emil Jahna Road
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.þ
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.o
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.o
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.þ File No. 333-212447
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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. (Check one):
| Large accelerated filer | o | Accelerated filer | o |
| Non-accelerated filer | o (Do not check if a smaller reporting company) | Smaller reporting company | þ |
| Emerging growth company | o |
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 to Section 7(a)(2)(B) of the Securities Act. o
DEREGISTRATION OF SECURITIES
The Registrant is filing this Post-Effective Amendment No. 1 on Form S-1 to amend its registration statement (Registration No 333-212447), initially filed with the Securities and Exchange Commission (the “SEC”) on July 8, 2016 and declared effective on December 6, 2026 (the “Registration Statement”), to deregister all securities registered pursuant to the Registration Statement .
On November 7, 2019, the Registrant has filed a new registration statement on Form S-1 to register the shares of common stock of entirely different selling shareholders than the above-referenced Registration Statement.
In compliance with the Registrant’s undertaking in Part II, Item 17(a)(3) of the Registration Statement, the Registrant is removing any securities remaining unsold from registration by means of this post-effective amendment.
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 8th day of November 2019.
| UPAY, INC. | |||
| November 8, 2019 | By: | /s/ Wouter A. Fouche | |
| Wouter A. Fouche | |||
| Chief Executive Officer | |||
| (Principal Executive Officer) and Director | |||
| November 8, 2019 | By: | /s/ Jaco C. Folscher | |
| Jaco C. Folscher | |||
| 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.
| November 8, 2019 | By: | /s/ Wouter A. Fouche | |
| Wouter A. Fouche | |||
| Chief Executive Officer | |||
| (Principal Executive Officer) and Director | |||
| November 8, 2019 | By: | /s/ Jaco C. Folscher | |
| Jaco C. Folscher | |||
| Chief Financial Officer (Principal Financial and | |||
| Accounting Officer) and Director |
