SecProbe.io

Mail Stop 4561
August 4, 2016

Wouter A. Fouche
Chief Executive Officer
UPAY, Inc.
3010 LBJ Freeway, 12th Floor
Dallas, TX 75234

Re: UPAY, Inc.
Registration Statement on Form S -1
Filed July 8, 2016
  File No. 333 -212447

Dear Mr. Fouche:

We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.   If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in y our
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

Prospectus Summary, page 4

1. Please note that the summary  is subject to the p lain English principles under Securities
Act Rule 421(d).  Revise to eliminate unnecessary redundancy.  For example, the fourth
paragraph in this section appears to repeat much of the infor mation in the first paragraph.

Risk Factors

We have authorized th e issuance of preferred stock…, page 18

2. Please tell us which provision of your Articles of Incorporation provides for the issuance
of up to 10 million shares of preferred stock , and ensure that a complete copy of your
articles is filed as an exhibit.  Alte rnatively, revise as necessary your disclosure here and
elsewhere in the filing where you refer to your authorized preferred stock .

Wouter A. Fouche
UPAY,  Inc.
August 4 , 2016
Page 2

 Any trading market that may develop may be restricted…, page 21

3. Please tell us the location in the document of the disclos ure on Blue Sky Laws that you
cross -reference  in the last sentence of this risk factor, or revise.

Selling Security Holders, page 23

4. You appear to have material relationships with the entities in the selling security holder
table, based on your disclosure under “Material Agreements” o n page 38.  Accordingly,
please disclose here and on page 47 the natural persons who have voting power over the
shares held by these entity selling security holders.  In this regard, we note that you
currently only disclose those natural persons with dispo sitive power.  Refer to our
Regulation S -K Compliance and Disclosure Interpretations Question 140.02.

5. Please include a description of how the securities being offered for resale were acquired
by the selling shareholders.

Description of Securities

Sales of Our Common Stock Under Rule 144, page 26

6. Your state that 10,765,310 and 18,050,000 common shares are held by non -affiliates and
affiliates, respectively.  The sum of these shares does not agree to 23,815,310 of total
common shares outstanding as disclosed elsewhere throughout the filing.  In addi tion, the
shares held by affiliates do not appear to agree to your disclosures on pages 47 or 51.
Please revise accordingly.

Description of Business

Industry Background, page 27

7. Regarding the industry data you cite in your prospectus by the Californi a Financial Services
Association and  the National Credit Regulator, please tell us whether any of the data was
prepared for your company or the offering.  Also, provide us with supplemental copies of the
source of information that you cite and from which the d ata in the prospectus is extracted.
Mark the copies appropriately to designate the portions you rely upon and cross -reference
them to the statements in the prospectus.  Finally, please ensure that you disclose the date
of publication for all industry data  presented.

8. Regarding the website addresses in this section of your document and on page 37, please
note that when you include a uniform resource locator, or URL, to a website that is not
your own, the information on that website must also be filed as par t of your document.
Refer to Release No. 33 -7856 , footnote 41, and file the hyperlinked information, or revise
to remove the URLs.

Wouter A. Fouche
UPAY,  Inc.
August 4 , 2016
Page 3

 Management’s Discussion and Analysis of Financial Condition and Results of Operations

Plan of Operations, page 41

9. To provi de context for the disclosure in this section, please indicate the date from which
you calculate the number of months set forth in the left column.  In this regard, we note
your disclosure on pages 28 and 31 where you mention November 2016 and October
2015 , respectively.

Operating Expenses, page 43

10. Please provide disclosure regarding your ability to meet expected liquidity needs for the
next twelve months from your currently -available resources.  If you are not able to
provide for your liquidity needs during the next twelve months, state the number of
months that you expect to be able to fund your operations based on currently -available
resources.    Please refer to FRC 501.03(a) and Section IV of SEC Interpretive Release
No. 33-8350.

Directors and Execut ive Officers and Corporate Governance

Audit Committee Financial Expert, page 45

11. You state in the last sentence in this section that you have not “generated any positive
cash flows from operations to date.”  This  assertion  appears to be inconsistent with your
finan cial statements.  Please revise or advise.

Employment Contracts, Termination of Employment, page 46

12. The summary compensation table indicates that it sets forth compensation awarded to
your named executive officers for your fiscal years 2015 and 2014.  Pl ease revise to
include the requisite compensation disclosure for your most recently -completed fiscal
year 2016, or advise.  Refer to Item 402(n) of Regulation S -K.

13. We note that both Messrs. Fouche and Folscher are paid a salary.  Please describe the
mater ial terms of this part of their compensation.  Refer to Item 402(o)(1) of Regulation
S-K.

Transactions with Related Persons, Promoters and Control Persons, page 47

14. Please tell us why the consulting agreements with Emerging Markets Consulting and
Rainmake r Group Consulting are not considered transactions with related persons under
Item 404(a) and (d) of Regulation S -K, or expand your disclosure in this section to
provide the required disclosure with respect to these arrangements with related persons.
Please refer to Instruction 1.b.i to Item 404(a).

Wouter A. Fouche
UPAY,  Inc.
August 4 , 2016
Page 4

15. For each of your related -party transactions that you are required to disclose, please
include the approximate dollar value of the transaction.  Refer to Item 404(a)(3) of
Regulation S -K.

Disclosure of Commis sion Position on Indemnification of Securities Act Liabilities, page 48

16. In this section, you refer to indemnification under Florida corporate law; however, you
are organized under Nevada law.  Please advise or revise.

Where You Can Find More Information,  page 48

17. Please include the missing text at the bottom of page 48.

Outside Back Cover Page

18. Please include the dealer prospectus delivery obligation.  Refer to Item 502 of Regulation
S-K.

Exhibits and Financial Statement Schedules, page 52

19. It appears t hat, other than exhibits 5 and 23.1, each of your exhibits is filed in an
improper electronic format.  Please refile these documents in the proper text -searchable
format.   We refer you to Section 2.1 of the EDGAR Filer Manual -Volume II and Rule
301 of Regu lation S -T for further guidance.

Exhibit 5.1

20. Please file an opinion that opines as to whether the shares “are” legally issued, fully paid
and non -assessable, in light of your disclosure  indicating  that the shares you are
registering are already outstanding.  Refer  to Section II.B.2.h. of Staff Legal Bulletin No.
19 (October 14, 2011).

Signatures, page 54

21. Please revise so that the signatures of the persons signing in an individual capacity appear
after what is currently  the last sentence on page 54.   Refer to the format of the Signatures
section of Form S -1.

Wouter A. Fouche
UPAY,  Inc.
August 4 , 2016
Page 5

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 1933 and
all applicable Securities Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement, please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commiss ion from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and ac curacy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to rev iew any amendment prior to the requested effective date of the
registration statement.

Wouter A. Fouche
UPAY,  Inc.
August 4 , 2016
Page 6

 You may contact Brittany Ebbertt, Staff Accountant, at (202) 551 -3572 or Kathleen
Collins, Accounting Branch Chief, at (202) 551 -3499 if you have questions regardi ng comments
on the financial statements and related matters.  Please contact Gabriel Eckstein, Attorney -
Adviser, at (202) 551 -3286 or, in his absence, the undersigned at (202) 551 -3483 with any other
questions.  If you require further assistance, you may c ontact Barbara C. Jacobs, Assistant
Director, at (202) 551 -3730.

Sincerely,

 /s/ Katherine Wray

Katherine Wray
Attorney -Adviser
Office of Information
        Technologies and Services

cc: Frederick M. Lehrer, Esq.
 Frederick M. Lehrer, P.A.