{"url_path":"/sec/upyy/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-02","source_url":"https://www.sec.gov/Archives/edgar/data/1677897/0001575872-26-000390-index.html","accession_number":"0001575872-26-000390","cik":"0001677897","ticker":"UPYY","issuer_name":"UPAY","edgar_url":"https://www.sec.gov/Archives/edgar/data/1677897/0001575872-26-000390-index.html","primary_entity_key":"0001677897","primary_entity_name":"UPAY"},"word_count":1584,"has_tables":true,"body_markdown":"ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE\n\nAll board of Directors and Committee Members were in attendance for all required meetings pursuant to our compliance calendar.\n\nDirectors and Executive Officers, Promoters and Control Persons\n\nAll directors of our directors and officers hold office until the next annual meeting of our shareholders and until such director’s successor is elected and has been qualified, or until such director’s earlier death, resignation or removal. The following table sets forth the names, positions and ages of our executive officers and directors. Our board of directors elect officers and their terms of office are at the discretion of our board of directors.\n\nName:\n\n \n\nAge\n\n \n\nPosition\n\n \n\n \n\n \n\n \n\n \n\nJacob Fölscher\n\n \n\n46\n\n \n\nPresident, CEO/CFO/CAO /Director\n\nPieter Swanepoel\n\n \n\n47\n\n \n\nDirector\n\nRandall Greene\n\n \n\n59\n\n \n\nDirector\n\nRichard K. Pellerin\n\n \n\n58\n\n \n\nDirector\n\n \n\n25\n\n \n\nBackground of Officers and Directors\n\nJacob C. Fölscher\n\nJacob C Fölscher has been our President, and Director since January 25, 2015 and our Chief Financial Officer/Chief Accounting Officer since June 10, 2016. He currently serves as Chief Executive Officer of UPAY Inc and is the cofounder. He has been the Operational director of Rent Pay (Pty) Ltd, since July 2008 and he currently serves as the Chief Executive Officer of Rent Pay (Pty) Ltd. Rent Pay (Pty) Ltd is our wholly owned subsidiary in South Africa and is a credit related Software Company. He was also the founder of Isidingo Financial Services (“Isidingo”) in March 2009. Isidingo is a financial services company operating in Pretoria South Africa and still in operation today. From March 2006 to February 2009, Jacob Fölscher was the Regional Manager/Operations Manager of Credicor Financial Services, a micro lending firm operating in South Africa. From January 2004 to February 2006, he was the Group Accounting Officer for that same company and from January 2000 to December 2003, he was the NCR compliance officer and Branch Manager, also for Credicor. He currently serves as director on the board of directors of the Credit Association of South Africa (CASA), a non-profit member association of Credit providers in South Africa.\n\nPieter Swanepoel\n\nOn September 1, 2022, our Board of Directors appointed Peter A. Swanepoel as a Director of our Board. Pursuant to a Director Agreement. Since January 2004, Pieter A. Swanepoel has been the Group Financial Director of Tri-Star Group Holdings (Pty) Ltd. He has 20 years of seasoned corporate executive experience and brings to our Board a unique blend of corporate, financial management, accounting, and financial planning skills and \n\nexpertise\n\n.\n\nRandall F. Greene\n\nRandall F. Greene was appointed in 2020 by A\n\n-\n\nGAME Beverages Inc. as its C.E.O. and a Director. He is also currently the C.E.O. of Stahl Faust Holdings, a private equity and real estate development company, and has worked in an executive capacity since 1984 in the banking, finance, and real estate development industries. He is also Chairman of three governmental agencies: the Bonnet Creek Resorts Development District at the Walt Disney World Resorts Complex, the Westwood–Orange County Convention Center Development District, and the Bella Collina Development District, all based in the Orlando metro area. Effective March 1, 2023, our Board of Directors appointed Randall Greene as our Chief Operations Officer and Director for a one‐year term. Following the conclusion of that term, his director agreement was extended to terminate on August 31, 2026.\n\nEffective September 20, 2025, our Board of Directors appointed Richard Pellerin as a Director of the Company. Richard . Pellerin is an experienced business executive and entrepreneur with extensive experience in finance, capital markets, strategic business development, and corporate operations.\n\n \n\nRichard  Pellerin is affiliated with RKP Securities LLC, a shareholder of the Company, and has been involved in various investment, consulting, and business development activities supporting emerging growth companies. Throughout his career, Mr. Pellerin has participated in business financing initiatives, operational strategy, corporate advisory services, and relationship development across multiple industries. \n\n \n\nThe Company believes Mr. Pellerin’s experience in corporate finance, business development, capital markets, and strategic growth initiatives provides valuable insight and guidance to the Board of Directors as the Company continues expanding its fintech, compliance software, and digital marketplace operations within Southern Africa and internationally.\n\nLitigation\n\nNone\n\nSection 16(a) Beneficial Ownership Compliance\n\nSection 16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended February 28, 2025 all filing requirements applicable to our officers, directors and greater than 10% percent beneficial owners were complied with, with the exception of Randall Greene, Pieter Swanepoel and\n\nRichard Pellerin\n\nwho will be filing Forms 3 over the next 10 days.\n\n26\n\nCode of Ethics\n\nWe adopted a Code of Business Conduct and Code of Ethics that applies to, among other persons, our company’s president (being our principal executive officer, principal financial officer and principal accounting officer), as well as persons performing similar functions. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote:\n\n1. Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;\n\n2. Full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us;\n\n3. Compliance with applicable governmental laws, rules and regulations;\n\n4. The prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and\n\n5. Accountability for adherence to the Code of Business Conduct and Ethics\n\nOur Code of Business Conduct and Ethics requires, among other things, that all of our personnel shall be accorded full access to our president with respect to any matter which may arise relating to the Code of Business Conduct and Ethics. Further, all of our company’s personnel are to be accorded full access to our board of directors if any such matter involves an alleged breach of the Code of Business Conduct and Ethics by our president.\n\nIn addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly managers and/or supervisors, have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal, provincial and state securities laws. Any employee who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to his or her immediate supervisor or to our company’s president. If the incident involves an alleged breach of the Code of Business Conduct and Ethics by the president, the incident must be reported to any member of our board of directors. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our policy to retaliate against any individual who reports in good faith the violation or potential violation of our company’s Code of Business Conduct and Ethics.\n\nOur Code of Business Conduct and Ethics was filed as an exhibit with our Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 31, 2016. We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request. Requests can be sent to the Company address listed above.\n\nNomination Process\n\nAs of February 29, 2020, we did not affect any material changes to the procedures by which shareholders may recommend nominees to the board of directors and there were no subsequent events and directors have remained the same. We do not have any defined policy or procedure requirements for shareholders to submit recommendations or nominations for directors. The board of directors believes that, given the current stage of our development, a specific nominating policy would be premature and of little assistance until our operations develop to a more advanced level. We do not currently have any specific or minimum criteria for the election of nominees to the board of directors and there is no specific process or procedure for evaluating such nominees. The board of directors assesses all candidates, whether submitted by management or shareholders, and makes recommendations for election or appointment.\n\n27\n\nA shareholder who wishes to communicate with the board of directors may do so by directing a written request addressed to our Chief Executive Officer or the Chief Financial Officer at the address appearing on the face page of this report.\n\nCommittees and Board Resolutions\n\nWe have no corporate governance committees, including no nomination or audit committees; as such, our Board of Directors as a whole acts in the capacity of those committees.\n\nAll proceedings of the board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Nevada Business Corporation Act and our Bylaws as valid and effective as if they had been passed at a meeting of the directors duly called and held."}