UPAY, Inc. signed a share purchase and separation agreement to acquire an unknown minority stake in MiWay Finance, Inc. from Wouter Fouche on February 3, 2022. in a related transaction, Fouche sells us 7,125,000 of our Common Stock Shares and 3,700,000 Common Stock Shares of MiWay Finance, Inc., a Texas corporation, for $240,000, which we have agreed to pay with a $150,000 cash payment within 10 days of the Effective Date and $10,000 per month for 9 consecutive months commencing April 1, 2022. Wouter Fouche resigned as Chief Executive Officer pursuant to a Share Purchase and Separation Agreement.

Following the resignation of Fouche as Chief Executive Officer and Director, Board of Directors of UPAY appointed Jaco Fölscher as Chief Executive Officer.