UPAY Inc. filed a registration statement on Form S-1 for the sale of 2,267,810 common sharesby certain selling stockholders.

The proposed maximum aggregate offering price per share is10 cents and the proposed maximum aggregate offering price is $226,781, bothestimated solely for calculating the registration fee.

UPAY is a provider of cloud-based loan and clientadministration software solutions, fully integrated with payment gateways andcredit bureaus as well as other decision making and risk management tools. Thecompany has operated in South Africa since July 2008 and is now expanding itsoperations to the U.S. The company's U.S. head office is based in Dallas.

The company will not receive any proceeds from the offering.