ITEM
1. BUSINESS
Organization
We
were incorporated in the state of Nevada on July 8, 2015. On November 4, 2015, we conducted the Share Exchange with Rent Pay, which became
our wholly owned subsidiary
Industry
Background
United
States
Americans
borrowed nearly $29 billion from payday lenders in 2017, paying $5 billion in fees, according to estimates by John Hecht, an analyst
at the financial services firm Jefferies - www.jefferies.com
South
Africa
As
of December 31, 2020, the industry data for the year, ending December 31, 2019 estimates the unsecured credit and short-term credit market
in South Africa, to be around US$ 5.35billion (conversion rate as of December 31, 2020) (78.6-billion-rands in South Africa) for that
year https://www.ncr.org.za/documents/CCMR/CCMR%202020Q4.pdf
Our
Mission
Our
mission is to provide loan administration software to credit providers, retail stores, provisional service industry (doctors, lawyers,
accountants) with a high-quality credit management software systems and customer support that will enable such industries to effectively
operate and manage their business and credit risk in compliance with applicable US federal and state laws and the National Credit Act
in South Africa.
Recent
Developments
| |
(a) |
We
have previously Embarked on a Proof of Concept, web development project with LEWFIN AMERICA for their operations in Texas. We have a
December 12, 2018, titled “Proof of Concept (“POC”) to Supply and Develop Software Systems Agreement” with LEWFIN
AMERICA LLC to develop an online lending website for them and to further customize and develop our loan management system to the industry
needs and the needs of LEWFIN in Texas. The POC would run for a period of 12 months and expire on January 7, 2020, however, we decided
to continue with the agreement on a month-to-month basis because the input and feedback received from the LEWFIN group has been valuable.
LEWFIN has since gone live with some of their branches on our software system. In exchange for the industry knowledge and input supplied
by LEWFIN during this POC, UPAY will continue to make the website and loan management system available to LEWFIN free of charge on a
month-to-month basis, following the expiration of the POC period. All new development and customization will remain our sole property.
We plan to renegotiate with LEWFIN the terms of our arrangement with them, including LEWFIN’S paying for services rendered, including
software rental, transaction fees and software development. |
| |
(b) |
Completed
software integrations with two US payment systems, namely Loan Payment Pro and Repay. We also integrated with a US credit bureau,
Factor Trust, Clarity, and a Global document verifying company, Decision Logic. We completed integrations with Payliance, a payment
system, Dot818 and Lead Envy who are lead providers in the US. We have also signed a Master Services Agreement with Yodlee, a Global
bank account and transaction verification company in order to integrate their services to access consumer bank account information
for customers and to make better credit decisions. |
| |
(c) |
Due
to the cumbersome process and the difficulties and delays experienced by some new UPAY clients, during the course of their company
registrations, including regulator registrations, opening of bank accounts and opening accounts with various third-party vendors,
UPAY explored the opportunity to look at easier ways to assist new clients with these registrations and to help facilitate the process
on behalf of potential new clients. We believe that a group model would address the cumbersome and lengthy application processes
of new clients to assist smaller lenders in accessing the credit market and to minimize the risk and compliance issues. |
With
such a model, investors or businesses looking to enter the credit industry could theoretically easily join an existing group that already
complies with the regulators and has other registrations in place, in its own capacity and in this way allow investors to access the
existing infrastructure of the group to gain access to the consumer lending market much faster and with the guidance and know-how of
the group, with the existing registrations and relationships of the group already in place.
Our
Board of Directors approved the adoption of such a group business as a separate structure and independent business to our existing
business.
MiWay
Finance, Inc. (“MiWay”) was incorporated in Texas on May 26, 2020. On June 10, 2020, UPAY entered into a Stock Purchase
agreement with MiWay Finance, Inc whereby UPAY acquired 20,000,000 shares in MiWay in exchange for an
investment of $20,000. This investment represents 48.66% of the shareholding held in MiWay. MiWay will run separate and independent from us but use our software, services and integrations exclusively
for all its clients. MiWay will sign a Service Level Agreement with UPAY for services to be rendered, with agreed level of
service and fees.
Products
and Services
South
African Business Operation:
Our
South African subsidiary, Rent Pay (Pty) Ltd, currently provides a web-based client and loan administration software platform, the Automated
Credit Provider Administration System, to registered lenders in South Africa, which we market under the name “ACPAS”.
Our
customer base consists of customers with physical branch outlets as well as online customers with lending websites. ACPAS was designed
to bridge the gap between traditional standalone administration platforms, payment gateways, credit bureaus and other third-party service
providers through this fully automated software platform.
We
provide a cloud-based loan origination software system that is compliant with all applicable legislation and enables our customers to
grant loans, sell products, pay bills or pay monthly subscriptions on terms, all within our software system. Our software platform features
integrated third-party service providers are, for example, registered payment gateways, credit bureaus, two-way texting, credit protection
insurance and decision-making platforms. We also develop tailor-made web sites for our customers that is fully integrated with our ACPAS
system. Our system also includes basic accounting and bookkeeping functionality.
In
an effort to reduce the cost of our US operations, in November 2021, we decided to close the sales office in Grapevine Texas and to
only keep the registered Dallas office at this point in time. As of February 2022, we no longer pursue US sales and operations
because of: (a) the resignation of our previous Chief Executive Officer, Wouter Fouche, in February 2022 who was to direct our
planned US operations and the need to appoint new staff; (b) need
to raise adequate funding to pursue and complete a successful US rollout; and (c) our
current staff resources are restrained and the time difference between the US and South Africa and the location of all our staff
resources in South Africa and the lingering effects of Covid presents difficulties. We will focus our entire sales effort in
Southern Africa, first to expand in South Africa and then into Namibia and Botswana.
Products
in South Africa
| |
1. |
Loan
Origination System |
ACPAS
– Automated Credit Provider Administration System. This is our management software system that we lease on a monthly basis to our
customers that they use to manage their businesses, clients and processes.
| |
2. |
Theme
Studio - Business Online |
Customized
websites that we develop for our customers that are fully integrated with our ACPAS system to provide our customers with a public platform
to interact and transact with their clients daily.
We
are a reseller of credit bureau products. We provide our customers with a base within the ACPAS software system to conduct consumer credit
inquiries to make informed credit decisions about whether or not to grant credit to an applicant. We buy these credit inquiries in bulk
from the credit bureau and resell the transactions to our customers at a markup price.
| |
4. |
Credit
Protection and Life Insurance |
We
act as an agent for a registered insurance company and provide our customers with functionality within the ACPAS software system that
enables our customers to sell credit protection insurance or life insurance products to consumers when securing credit. We receive monthly
commission on all insurance sales generated through our system on a referral basis.
| |
5. |
Debit
order transaction fees |
In
South Africa, we are a registered Third-Party Payment Provider (TPPP) and charge a fee for debit order transactions that we facilitate
between parties. This is a percentage-based fee that we charge for every installment due for repayment, that we successfully collect
by debit order from the bank account of consumers for their benefit.
| |
6. |
Development
Service Fee & Staff Services |
We
offer custom software development and general administration staff services to customers for
development or administration services to be offered on a monthly basis.
US
Operational Cost/Restructuring:
In
order to reduce the cost of our US operations, we decided to close the sales office in Grapevine Texas and to only keep the registered
Dallas office at this point in time. As of February 2022, we will no longer pursue US sales and operations, apart from our one US client,
that we will keep in Texas, as we will focus on our African expansion in the near future. The US client that we have, is currently supported
from our South African support centre.
Planned
Business Operations in Africa
Revenue
| Description |
|
South
Africa
Revenue Segment |
|
| ACPAS
- Monthly License Fee |
|
$ |
43.23 |
|
| ACPAS
Installation and Setup fee (One-time charge) |
|
$ |
79.80 |
|
| Transaction
Fee (Ave CTC /CTM per successful transaction) |
|
|
2.8 |
% |
| Ave
volume of transactions/per month/per branch |
|
|
500 |
|
| Commission
on insurance |
|
|
Variable |
|
(A
transaction is defined as: a successful debit order collection through our debit order platform)
We
will also provide custom website development services on a per quote basis.
Sales
and Marketing Strategy South Africa
We
provide a cloud-based loan origination software platform that enables businesses to grant loans, sell products, pay bills and monthly
subscription on terms. Our marketing activities to date in South Africa have primarily consisted of contacting potential sales leads
and making presentations and attending a yearly conference that we do with Micro Finance South Africa. We also run monthly Google adds
and Facebook marketing campaigns, through external marketing companies.
Since
August 2017, we have regularly posted videos and digital media files each month to continuously attract viewers and continue to do so.
We
plan to also become members of OLA (Online lenders Alliance) and the CFSA (Community Financial Services Association of America) once
adequate funding is available to establish contact with lenders within our target market and enable us to market our products and services
through their network as well.
Social
Media & Applications
We
will use social media and apps to connect with leads and our customers on a more personal level. We currently make use of two marketing
companies to promote our brand on social media platforms in South Africa and plan to do the same in the US.
Blog
Posts
Create
and maintain interesting blog posts to attract leads.
Webinars
We
will attract potential customers by hosting webinars on interesting industry topics and by engaging with customers and potential customers
face to face, by sharing quality information and having discussions on relevant industry matters. We purchased GoToMeeting and use this
tool to interact with potential clients doing webinars.
Email
Campaigns & Newsletters
We
will signup customers and leads interested in our product through value added newsletters and email campaigns.
Events
We
will arrange in-person marketing events together with industry leaders and opinion makers that will ensure personal interaction opportunities
with potential clients that could result in a high conversion rate and quality leads on. During 2017, 2018, and 2019, 2020, 2021 and
2022 we attended conferences and engaged with industry leaders.
Seasonality
We
do not have a seasonal business cycle in South Africa.
Raw
Materials
We
do not use raw materials in our business.
Target
Market
Our
target market consists of:
| |
○ |
Lawyers,
doctors, accountants; and |
| |
○ |
Athletic
or other clubs that charge monthly fees |
Reliance
Upon One or a Few Customers
During
our Fiscal Year 2022, 5 customers accounted for 76% of our revenues business in South Africa, as follows:
Customer
% Mar 2021 – Feb 2022
| Customer
1 |
31.55% |
| Customer
2 |
14.55% |
| Customer
3 |
10.80% |
| Customer
4 |
9.72% |
| Customer
5 |
9.66% |
| Customer
6 |
6.68% |
Employees
We
have 11 full-time employees: (a) our CEO/CFO, Jacob C Fölscher; (b) 1 operational director; (c) 1 financial director; (d) 1 scientific
programmer; (e) 2 systems engineers; and (f) 1 accounting/bookkeeping person, 2 assistants, 2 Software developers. Our scientific programmer
and system engineers and 2 Software developers will continue to provide support and technical assistance and modifications to our current
ACPAS system and support development of future products and our current software. Most of our employees are located at our South African
office working directly for the South Africa office.
To
be Hired Employees
Contingent
upon our revenues and adequate financing, we plan to hire 3 additional developers 2 sales representatives, 4 technical support staff
members, 2 training consultants and 1 national sales manager.
Geographic
Territory
Our
products and services have been offered since June 2008 in all South Africa provinces and will continue to be so offered.
Competition
Our
primary competitors in South Africa are
Each
of the above competitors sell credit related software that is sold to lenders.
Competitive
Advantages
| |
○ |
We
are a Cloud based system and there is no need for physical installation; |
| |
○ |
For
the past 10 years we have designed a software system that incorporates regulatory guidelines, affordability guidelines on an ongoing
basis in South Africa, which we can adapt to a US software credit system; |
| |
○ |
South
Africa has a non-paying culture as evidenced by market data. |
Competitive
Disadvantages
| |
○ |
Our
competitors in South Africa, including those mentioned above, have greater operational, financial and personnel resources than we
do; |
| |
○ |
Apart
from the POC, we don’t have any operations in the US; |
| |
○ |
We
will have substantial development of our business and software program to adopt to the various states; and |
| |
○ |
We
have not tested our marketing or our product in the US. |
Government
Regulation
Our
customers’ products and services are subject to extensive US local, state and federal regulation and South African regulations.
The regulation of the loan products and services industry is intended primarily for the protection of consumers and is constantly in
flux as new regulations are introduced and existing regulations are repealed, amended, and modified.
South
Africa Credit Regulations (The National Credit Act)
The
National Credit Act (“NCA”) regulates the South Africa credit industry and was designed to protect consumer in the credit
market and make credit and banking services more accessible. The Purpose of the NCA Act is to: promote a fair and non-discriminatory
marketplace for access to consumer credit; regulate consumer credit and improve standards of Consumer information; prohibit certain unfair
credit and credit marketing practices; promote responsible credit granting and use; prohibit reckless credit granting; provide for debt
re-organization in case of over-indebtedness; to regulate credit information; and establish recourse for unfair credit practices. The
NCA does this by simplifying and standardizing credit agreements and information disclosure; providing for the use of simple language
that is easy to understand for comparing credit agreements from different credit providers; ensures all credit products are handled in
the same way by credit providers; assisting over-indebted Consumers to restructure their debt with the help of a Debt Counselor (DC)
and encourage responsible lending; regulates credit bureaus in terms of their Consumer information and records; establishing the National
Credit Regulator (NCR) to regulate the entire credit market; and establishing the National Consumer Tribunal (CT) to adjudicate on Consumer
complaints and disputes with credit providers, contraventions of The Act and decisions of the Regulator.
The
NCA affects anyone dealing with the credit industry such as credit grantors, credit grantees and intermediaries. The NCA defines a “credit
agreement” broadly as any installment purchase agreement of goods or services, as well as the extension of credit in the form of
money i.e. home loans, personal loans, credit cards, store cards and short-term loans. Therefore, a credit agreement applies to any party
involved in the credit agreement which is classified into three categories namely incidental credit agreements; intermediate agreements;
and large credit agreements.
Credit
Providers include banks, micro lenders, retailers such as furniture and clothing stores, all businesses, companies, close corporations,
partnerships and individuals who do business on credit, provide loans or charge interest on overdue accounts. Consumers Include natural
person, companies, close corporations, trusts (with more than three individual trustees), partnerships and an association of persons
whose asset value or annual turnover, together with the combined asset value or annual turnover of all related juristic persons, at the
time the agreement is made, equals or exceeds the threshold value of 1 million rands.
The
NCA lists a number of consumer rights, which are protected by the Act. A party who breaches Consumer rights protected by the NCA commits
an offence in terms of credit law, which enables Consumer recourse through the established dispute channels. The following are Consumer
rights protected in the NCA:
| |
○ |
To
be protected against discrimination in the granting of credit |
| |
○ |
To
be informed why credit has not been granted, should you ask |
| |
○ |
To
receive a free copy of your credit agreement |
| |
○ |
To
receive a credit agreement in plain and simple language |
| |
○ |
To
have your personal and financial information treated confidential |
| |
○ |
To
understand all fees, costs, interest rates, the total installment and any other details |
| |
○ |
To
say no to increases on your credit limit |
| |
○ |
To
decide whether or not you want to be informed about products or services via telephone, SMS, mail or e-mail campaigns |
| |
○ |
To
apply for debt counseling should you be overwhelmed by debt |
The
key points of the NCA are:
1.
Marketing
The
NCA restricts and prohibits certain practices of loan canvassing such as door to door selling, uninvited canvassing at workplaces or
homes. The NCA also increased control over marketing practices and advertisements such as automatic credit limit increases and negative
option marketing i.e. if you do not decline, we will assume you agree. In addition, the National Credit Act provides for clear and understandable
marketing communication. Consumers must receive a detailed written quote, which is valid for 5 business days, to enable quote comparisons
from different credit providers.
2.
Capped Interest Rates and Other Fees and Charges
The
NCA effectively caps the interest rates, fees and other charges, which credit providers, can charge, depending on the type of credit
and when the credit was granted. The maximum interest rate, in most cases, is based on a formula, which is dependent on the SA Reserve
Bank Repurchase (Repo) rate at the time that the credit was granted. Essentially, there are seven rate categories namely mortgage agreements;
credit cards/facilities; unsecured credit transactions; short-term credit transactions; developmental credit agreements; other credit
agreements and incidental credit agreements. The NCA places a cap on the maximum amount that a credit provider can charge for other fees
such as initiation fees, monthly service, and default and collection costs. While a loan protection policy is permitted, the charges
must “be reasonable” and the Consumer may use/cede an existing insurance cover.
3. Loan
Application
The
NCA requires credit providers to supply simple contracts that are easy to understand, in official languages and the Consumer must receive
a free copy. Consumers are also entitled to a reason, on request, when the credit provider denies credit. The NCA requires credit providers
to do due diligence to ensure the Consumer can afford the loan and all loans must be recorded on a register to prevent Consumers becoming
over-indebted.
4.
Reckless Lending
Credit
providers are in contravention of the NCA and may be judged guilty of reckless lending if the Consumers ability to afford loan repayments
is not assessed before granting credit. Credit providers may be subject to severe penalties and may even forfeit their right to recover
the debt if they are judged guilty of reckless lending. However, Consumers who failed to fill in the loan application fully and honestly
are not protected by the NCA.
5.
Debt Counselor & Counseling
The
NCA gives Consumers the right to apply for financial management and debt counseling assistance if he or she is unable to pay their debts.
The Debt Counselor (DC) is registered by the NCR after successful course and exam completion. Debt counselors will help over-indebted
Consumers restructure/rearrange their debt repayments, this process can be voluntary or made an order of the court.
All
DCs must be registered with the National Credit Regulator and fees are prescribed in terms of the NCA. Consumers must understand and
accept the process, charges and payments before undergoing debt counseling. Once the Consumer has signed for debt counseling, the credit
bureau is notified, and the Consumer will be unable to obtain further credit for the duration of debt counseling until the process is
finalized/withdrawn.
6.
Credit Bureau
The
NCA requires all credit bureau to be registered with and submit reports to the National Credit Regulator. Credit bureau are required
to ensure data is accurate at all times and that inaccurate information is immediately removed without cost to the Consumer after the
Consumer has lodged a complaint. The NCA regulations stipulate how Credit bureau information is obtained, used, and for how long it should
remain on a Consumer’s profile.
In
addition, Consumers are eligible for one free credit report from each credit bureau each year to effectively manage their credit profiles.
7.
The National Credit Regulator and the Consumer Tribunal
The
NCA established the NCR to regulate the credit industry and ensure that credit providers comply with the NCA. In addition, the NCR is
responsible for investigating and evaluating Consumer complaints about alleged contraventions of the NCA by credit providers. All credit
providers, credit bureau and debt counselors must register and report to the NCR.
In
addition to the NCR, the NCA established the Consumer Tribunal with equal status to a court of law to hear and adjudicate on: applications
made in terms of the NCA by consumers; credit providers and credit bureau; debt counselors and the NCR including applications for interim
relief and a review of the NCR’s decisions; matters referred to by the NCR or complaints related to allegations of prohibited
Research
and Development
Since
our inception, we have had no research and development expenses.
Patents
and Intellectual Property/Trademarks/Licenses/Franchises
We
do not currently own any patents and have no intention of applying for patents. We rely upon our trade secrets for our technology. We
currently have no trademarks. We are not a party to any license, royalty or franchise agreements.
Material
Agreements
Verbal
Agreement with Wouter Fouche
We
had a verbal agreement with our previous Chief Executive Officer, Wouter Fouche, to pay him a monthly salary of $9,500 for our fiscal
year 2022 based upon available funds.
However,
Wouter Fouche resigned from all positions on February 3, 2022, including from all positions at any subsidiaries or affiliates,
pursuant to a February 3, 2022, Share Purchase and Separation Agreement (the “Agreement”). In the Agreement, Wouter Fouche
sold 7,125,000 of his 9,125,000 shares and three million seven hundred thousand (3,700,000) of MiWay Finance shares to us that were
owned by Wouter Fouche for $240,000, which we have agreed to pay with a $150,000 cash payment
within 10 days of the Effective Date and $10,000 per month for 9 consecutive months commencing April 1, 2022; Wouter Fouche
retained an amount of 2,00,000 UPAY, Inc. shares pursuant to the Agreement. The 2,00,0000 of our shares are locked up for a period
of eighteen (18) months from the closing date of the agreement and thereafter no more than five thousand (5,000) of the Retained
Shares may be sold per month. The Agreement also provides for non-circumvention, non-derogation, non-solicitation provisions and Mr.
Fouche will never solicit any of our employees, customers or vendors for any other business, work or project of any kind and shall
take no action to interfere with, disrupt or harm our business in any manner. Further, Wouter Fouche will keep confidential, any and
all information in his knowledge or possession about us or our business, finances or operations, our employees, officers, directors
or agents. Wouter Fouche’s resignation was not in connection with any disagreement with
our management regarding us, our operations, policies or practices.
Verbal
Agreement with Jacob C Fölscher
We
had verbal agreement with our Chief Financial Officer, Jacob C. Fölscher, to pay him a monthly salary of $9,500 for our fiscal year
2021 based upon available funds. There will also be a 13th check as an annual bonus of $9,500 per year. Additionally, we verbally
agreed to pay Jacob C. Fölscher a $10,000 relocation expense for relocating to the US, if applicable. The monthly salary and $10,000
relocation expense are the sole terms of this verbal agreement. In addition, following the resignation of our former CEO, Mr Fölscher
has also taken up the role of CEO.
We
plan to draw up formal written agreements with our officers soon in order to protect both the company and the officers in line with the
company’s Bylaws and Code of Ethics.
Share
Exchange Agreement with Rent Pay (Pty) Ltd
On
November 4, 2015, we completed a Share Exchange Agreement with Rent Pay (Pty), Ltd (“Rent Pay”), a South African company,
and Rent Pay’s shareholders, which are South Africa Trusts controlled by our officers. In the Share Exchange, we exchanged 200,000
shares of our common stock for all of Rent Pay’s outstanding shares (1,000 shares), 500 of which were in the name of the Loantech
Trust, a trust controlled by our officer, Wouter Fouche, and 500 shares in the name of Fölscher Family Trust, a trust controlled
by our other officer, Jacob Fölscher. As a result of the share exchange, Rent Pay become our wholly owned subsidiary of UPAY
Consulting
Agreement with Ferdinand Labuschagne
We
have a June 3, 2016 consulting agreement with Ferdinand Labuschagne to perform business advisory services in return for 300,000 restricted
common stock shares that were issued and two million cashless warrants exercisable at $3.50 with an exercise period of 2 years following
the effectiveness notice from the SEC, at which time the warrants will be issued. The exercise period has since expired on December 6,
2020. The 300,000 shares are subject to a Dribble Out Agreement providing that Ferdinand Labuschagne agrees not to sell during each quarter
after the lock up period more than 10% of its shares then held and not more than 1,500 shares per day. The shares and the warrants are
locked up for a period of 2 years following the date when the company’s shares are publicly traded. As disclosed, Ferdinand Labuschagne
is Wouter A. Fouche’s brother-in-law and the consulting agreement is a related party transaction.
Software
Services Agreement with Fourier Systems (Pty) Ltd
We
have a January 18, 2016 Software Services Agreement with Fourier Systems (Pty) Ltd (“Fourier”), a software services company
located and registered in South Africa. In the agreement, Fourier agreed to provide services to develop the software for a US Loan Administration
System and a Payment Gateway System in return for 1,800,000 restricted common stock shares, 1,000,000 shares of which will be recorded
in book entry at our transfer agent within 10 days of the development completion of all functionality of the Loan Administration System
and 800,000 shares of which will be recorded in book entry at our transfer agent within 10 days of the development completion of the
our Payment Gateway. The relationship between us the company and Fourier has since come to an end and no development on the project was
performed by Fourier, rendering the agreement cancelled.
Website/Software
Services Agreement with Twin Harbor Web Solutions, Inc.
We
have a January 1, 2016 Website/Software Services Agreement with Twin Harbor Web Solutions, Inc. (“Twin Harbor) providing that Twin
Harbor will provide software and website development services involving website design and basic website setup for our ACPAS system.
The agreement provides that we will pay Twin Harbor: (a) $35 per month to be billed annually for website hosting; (b) $750 for website
setup; (c) an initial $2,000 payment to build the master website and the plug in with all of our web services; and (d) upon completion
of the master website with all plugins, we will issue 30,000 restricted common stock shares.
Asset
Purchase Agreement with Twin Harbor Web Solutions, Inc
We
have an April 16, 2018 Asset Purchase Agreement with Twin Harbor Web Solutions, Inc, where we acquired the software known as “Theme
Studio” from Twin Harbor Web Solutions in exchange for 2,000,000 restricted common stock shares. The software acquired includes
a customizable client loan or product website with templates that include a client and document management platform as well as an electronic
document signature solution. This means that we now own all right, title and deed to the “Theme Studio “software and can
further develop the platform.
Software
Acquisition Agreement with Finbond Mutual Bank
We
have a January 9, 2019 Software Acquisition Agreement with Finbond Mutual Bank, where Finbond will acquire a copy of the current UPAY
software, for $240,279. Our subsidiary, Rent Pay (Pty) Ltd, will then further develop and customize the software at an agreed development
rate per hour. Upon successful completion of the further development, Finbond will use the software in their South African operations.
Finbond paid a deposit to initiate the project of $141, 341.
We
have a February 5, 2021 share purchase and services agreement with James S Byrd, PA (Consultant), where the company appointed the Consultant,
for a period of 18 months from the date of the agreement, to provide legal, business, strategic and other consulting services to Company
to assist the Company, by providing the names of possible financing capital sources for the Company’s growth and expansion plans,
assist and advise on any potential up-listing, merger or acquisition that the company may pursue in future and assist in the preparation
of documents pertaining thereto. The consultant will also assist the Company in developing corporate governance practices and strategies
and assist with the preparation of documents to affect corporate governance measures, including those that will be consistent with an
up-listing and review, edit, and comment on Regulation A offering document and amendments prepared by the Company’s securities
counsel and provide advice on US distribution agreements for the Company’s products and refer possible US distributors for its
products in the US.
In
consideration and exchange for the Consultant’s services and a cash investment of $30,000 by the Consultant in UPAY, the Company
agreed to issue One million (1,000,000) shares of common stock in the Company to the Consultant, effective upon execution of the agreement.
We
also have a October 11, 2021 Director Agreement with James S Byrd, for a period of 12 months, through October 11, 2022, to serve as director
on the Company’s Board of Directors. Mr. Byrd is to perform such duties and responsibilities as are customarily related to such
position in accordance with Company’s bylaws, Code of Ethics, and applicable law, including, but not limited to, assisting the
Company in the following: (a) obtaining DTC eligibility for the Company’s common stock; (b) assisting in the Company’s Regulation
A filing; (c) advise the Company on its public company and business needs. Mr. Byrd will be paid $5000 per month for his services.