SEC Comment Letter 0000000000-25-000126 to UPAY (UPYY)
UPAY
Date: Jan. 6, 2025 · CIK: 0001677897 · Accession: 0000000000-25-000126
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-55747
Letter
January 6, 2025 Jaco C. Folscher Chief Executive Officer UPAY, Inc. 3010 LBJ Freeway, 12th Floor Dallas, TX 75234 Re:UPAY, Inc. Form 10-K for the Year Ended February 29, 2024 File No. 000-55747 Dear Jaco C. Folscher: We have limited our review of your filing to the financial statements and related disclosures and have the following comments. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Form 10-K for the annual period ended February 29, 2024 Item 9A. Controls and Procedures, page 18 1.You disclose that management assessed the effectiveness of your internal controls over financial reporting as of June 15, 2022 and concluded they were ineffective as of February 28, 2022. Please file an amended Form 10-K and revise these disclosures to refer to the correct date of management's assessment, February 29, 2024. Note that the date you assessed the effectiveness of your internal controls over financial reporting and the date you concluded they were ineffective should be the same. Further, revise to ensure all dates in this section are as of the appropriate date. Exhibits 2.Please amend your Form 10-K to refer to both disclosure control procedures and internal control over financial reporting in the introductory language in paragraph 4 in your Section 302 certifications (i.e. Exhibit 31). Similar revisions should be made to each of the Forms 10-Q filed during fiscal 2025. Refer to Item 601(b)(31) of Regulation S-K.
January 6, 2025 Page 2 In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Melissa Kindelan at 202-551-3564 or Kathleen Collins at 202-551- 3499 with any questions. Sincerely, Division of Corporation Finance Office of Technology
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January 6, 2025
Jaco C. Folscher
Chief Executive Officer
UPAY, Inc.
3010 LBJ Freeway, 12th Floor
Dallas, TX 75234
Re:UPAY, Inc.
Form 10-K for the Year Ended February 29, 2024
File No. 000-55747
Dear Jaco C. Folscher:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 10-K for the annual period ended February 29, 2024
Item 9A. Controls and Procedures, page 18
1.You disclose that management assessed the effectiveness of your internal controls
over financial reporting as of June 15, 2022 and concluded they were ineffective as of
February 28, 2022. Please file an amended Form 10-K and revise these disclosures to
refer to the correct date of management's assessment, February 29, 2024. Note that the
date you assessed the effectiveness of your internal controls over financial reporting
and the date you concluded they were ineffective should be the same. Further, revise
to ensure all dates in this section are as of the appropriate date.
Exhibits
2.Please amend your Form 10-K to refer to both disclosure control procedures and
internal control over financial reporting in the introductory language in paragraph 4 in
your Section 302 certifications (i.e. Exhibit 31). Similar revisions should be made to
each of the Forms 10-Q filed during fiscal 2025. Refer to Item 601(b)(31) of
Regulation S-K.
January 6, 2025
Page 2
In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
Please contact Melissa Kindelan at 202-551-3564 or Kathleen Collins at 202-551-
3499 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology