UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 13, 2017

Not applicable 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company x

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 pursuant to Section 13(a) of the Exchange Act. ¨

UPAY, Inc. is referred to herein as “we”, “us” or “our”.

(a) Dismissal of Independent Registered Public Accounting Firm.

On October 26, 2017, we filed a Form 8-K, stating that on October 19, 2017, Frazier & Deeter LLC (“Frazier”), resigned as our independent registered public accounting firm and which further stated the following:

“Frazier audited our consolidated financial statements as of and for the fiscal years ended February 28, 2015 and February 29, 2016. Their reports did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. The reports however did contain a going concern qualification.

During the fiscal years ended February 28, 2015 and February 29, 2016, and the subsequent interim periods through October 19, 2017, there were no disagreements (as described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between us and Frazier on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, however Frazier reached the conclusion that they did not feel that based on information provided to October 19, 2017 they could obtain sufficient competent audit evidence to complete the audit of the February 28, 2017 financial statements in accordance with PCAOB standards.

We provided Frazier with a copy of the disclosures we are making in this Current Report on Form 8-K and requested that Frazier furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made herein. A copy of Frazier’s letter dated October 26, 2017 is filed as Exhibit 16.1 hereto”.

(b) Engagement of New Independent Registered Public Accounting Firm.

On November 13, 2017, we engaged M&K CPAS, PLLC (“M & K”) as our independent registered public accounting firm for the year ending December 31, 2016. During the two most recent fiscal years ended December 31, 2014 and December 31, 2015 and during the subsequent interim period from January 1, 2017 through November 13, 2017, neither we nor anyone on our behalf consulted with M & K regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the our financial statements, and neither a written report nor oral advice was provided to us that concluded was an important factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement” or a “reportable event”, each as defined in Regulation S-K Item 304(a)(1)(v), respectively.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.