Current Report Filing (8-k)

 

 

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):

March 2, 2023

UPAY,

INC.

(Exact Name of Registrant as Specified in Its

Charter)

 

Nevada

(State or Other Jurisdiction of

Incorporation)

 

000- 55747	37- 1793622
(Commission File Number)	(IRS Employer Identification No.)
3010 LBJ Highway, 12th Floor
Dallas, Texas	75234
(Address of Principal Executive Offices)	(Zip Code)

 

(972) 888- 6052

(Registrant’s Telephone Number, Including Area Code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

 

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)) Securities registered pursuant to Section 12(b) of the Act: None

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered

 

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”

or

“UPAY”.

 

Item 5.02. Departure and Directors or Certain Officers/Appointment of Certain Officers 

 

Appointment of Randall Greene as our Director

 

Effective March

2

, 2023, our Board of Directors appointed Randall Greene as our Chief Operations Officer and Director for a 3 year and a 1 year term, respectively.

 

Stock Compensation  

 

Our Board of Directors approved Director compensation of 100,000 Restricted Common Stock Shares for his Board Service.

 

Our Board of Directors approved Chief Operating Officer compensation of 700,000 Restricted Common Stock Shares, the Shares of which will be vested in twelve equal quarterly payments of 58,333 shares per quarter. There is a 3-year lockup upon the Chief Operating Officer compensation Shares.

 

Investment in Private Placement Shares

 

Effective March

2

, 2023, Randall Greene subscribed for the purchase of 200,000 Restricted Common Stock Shares at fifty cents per share.

 

Biography of Randall Greene

 

Randall Greene, Chief Executive Officer/Chief Financial Officer/Director

Randall F. Greene was appointed as the  Chief Executive Officer/Chief Financial Officer/Chief Accounting Officer/Director of A-Game Beverages, Inc. on September 16, 2020. From July 2014 to present, he has been the Chief Executive Officer of Stahl Faust Immobilien, LLC, a real estate development company. From June 2012 to present, Randall F. Greene has been the Chairman of Bella Collina Community Development District, a governmental entity. From March 2011 to April 2020, he was the Chief Executive Officer of RG Developments and Investments LLC, a real estate development company owned by Randall Greene. From November 2016 to present, he has been the Vice Chairman of Bonnet Creek Resorts. Community Development District, a governmental entity. From September 2019 to present, he has been the Chairman of the Westwood Orange County Convention Center Community Development District, a governmental entity.

  

Additionally, Randall F. Greene has been associated with the following:

 

●

CEO, Stahl Faust Immobilien, LLC, a real estate development firm

 

●

Minority Partner with DCS Real Estate Investments (“DCS”), a real estate development firm

 

●

Minority Partner with DCS owning the 1900-acre Bella Collina Club and Resort, Bella Collina, Florida

 

●

Minority Partner with DCS owning the new 516 room JW Marriott Bonnet Creek Resort and Spa at the Walt Disney World Resort in Orlando

 

●

Minority Partner with DCS owning the 60-acre Sandlake Vista multi use project with 300 luxury apartments, hotel, medical offices, 7/11 store and a self-storage facility in Orlando, Florida.

 

●

Minority Partner with DCS owning a retail project in Disney’s Celebration project in Celebration, Florida.

 

●

Minority Partner in the 1200 room Marriott and Westin Towers at the Orange County Convention Center in Orlando, which is in development and construction starting mid-2022.

 

●

Chairman of the Bella Collina Community Development District (Governmental Entity)

 

●

Chairman of the Westwood/ OCC Community Development District at the Orange County Convention Center (Governmental Entity)

 

●

Chairman of the Bonnet Creek Resorts Community Development District at the Walt Disney World Resort Entertainment Complex (Governmental Entity}

 

EXHIBIT INDEX

 

Exhibit Number		Description
10.1		Director Agreement
10.2		Officer Agreement
10.3		Subscription Agreement

 

 

	UPAY, INC.
Date: March 2 , 2023	By:	/s/ Jaco Folscher
	Name:	Jaco Folscher
	Title:	Chief Executive Officer