UBI BLOCKCHAIN INTERNET, LTD. (OTCBB:UBIA) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On May 16, 2017, the Board of Directors (the Board) of UBI
Blockchain Internet, LTD (UBI or the Company), a Delaware
corporation, ratified and approved an Acquisition Agreement
(Agreement’) with Shenzhen Nova E-commerce, Ltd., (NOVA) a
private Shenzhen Chinese corporation. Under the terms of the
Agreement UBI acquired 100% ownership of Nova in exchange for
25,000,000 unregistered restricted Class C common shares by UBI.
The 130 owners of NOVA will receive Class C common shares, based
on their pro-rata ownership of NOVA, when the transferred
ownership of NOVA has completed. The transfer of ownership
officially takes place when the business license in Hong Kong has
been changed to UBI. This process can take a few weeks to a
couple of months to take place. (See Exhibit 10.3)
Following the acquisition and the licensee name change to UBI,
NOVA will be a 100% owned subsidiary of the Company.
About UBI Blockchain Internet, LTD
UBI Blockchain Internets business encompasses the research and
application in the blockchain technology with a focus on the
Internet of things covering areas of food, drugs and healthcare.
Management plans to focus its business in the integrated wellness
industry, by providing procedures for safety and effectiveness in
food and drugs, but also preventing counterfeit or fake food and
drugs. With the advancement of the blockchain technology, the
Company plans to trace a food or drug product from its original
source within the context of the internet of things to the final
consumer.
About Shenzhen Nova E-commerce, Ltd
Shenzhen Nova E-commerce Ltd. was incorporated on May 26, 2016
and currently operates a online store in China selling a wide
range of products including maternal and infant products,
cosmetics, wine, household goods, digital and luxury products.
Nova’s website became operational in April, 2017.
NOVA is registered in Qianhai Free Trade Zone, China. Its
business operation is an e-commerce platform offering online
retail service, via OYA Mall. From its inception on May 26, 2016
through April, 2017, NOVA has been building its website and
infrastructure. Nova has commenced its operation in April 2017.
The executive team post acquisition consists of the following
people:
Huixian Ma, general manager, director, 30 years old, Lingjintan
Town, Taoyuan County, Hunan Province, China. Previous to this
position, she was the training manager at Hunan Institute of
Science Liberal Arts.
Shanghong Long, Deputy General Manager, and business director, 34
years old. Wuchuan City, Guangdong Province, China. Previous to
this position, he served as deputy general manager of Guangzhou
cross-border e-commerce company in the past.
Rui Xu, Chief Technology Officer, 27 years old. Previous to this
position, he worked as technology director at Blue Bird Ltd., at
Beijing University.
NOVA’s Chinese language website is: www.oyamall.com. The website
is operational, where customers can buy products, including food,
non-prescription medicine, skin care products etc. offered on the
website. For the purpose of this Current Report, the website is
not part of this Current Report, but referenced for informational
purposes.
Item 2.01 Completion of Acquisition or Disposition of
Assets.
See Item 1.01 above.
Item 3.02 Unregistered Sales of Equity
Securities
As of May 16, 2017, in connection with the Agreement, UBI agreed
to issue 25,000,000 of its unregistered restricted Class C common
stock to NOVA in exchange for 100% ownership of its business.
We did not engage in any form of general solicitation or general
advertising in connection with this transactions. The
shareholders were provided access to all material information,
which they requested and all information necessary to verify such
information and was afforded access to our management in
connection with this transaction. The shareholders of Leader
acquired these securities for investment and not with a view
toward distribution, acknowledging such intent to us. They
understood the ramifications of their actions. The shares of
common stock issued contained a legend restricting
transferability absent registration or applicable exemption.
UBI relied upon Section 4(2) of the Securities Act for the offer
and sale. UBI believed that Section 4(2) was available because
the offer and sale did not involve a public offering and there
was not general solicitation or general advertising involved in
the offer or sale.
The number of Class C common shares of common stock of UBI issued
and outstanding prior to the Agreement was approximately
48,400,000 shares. Following the acquisition there will be
approximately 73,400,000 shares. At the time of the acquisition,
UBI only had only 64,000,000 Class C shares authorized.
On April 12, 2017, the Board of Directors of the Company approved
the increase of the number of authorized common shares from
200,000,000 shares to 2,000,000,000 shares (1,000,000,000 shares
of Class A common stock, 500,000,000 shares of Class B common
stock, and 500,000,000 shares of Class C common stock). This
action is planned to occur in May 2017.
Therefore, in order to complete the acquisition of NOVA, it is
mutually understood and mutually agreed the actual issuance of
the Class C common stock will take place after the Company amends
its Articles and increases the number of authorized shares with
the State of Delaware. The Company filed a Schedule14C Definitive
Statement on April 27, 2017 to increase its number of authorized
shares from 200,000,000 to 2,000,000,000. The Company is
currently waiting the mandatory period before it can amend its
Articles to increase the number of authorized shares. Once the
Company increases its number of authorized shares, it will
complete the acquisition of NOVA.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits:
| Incorporated by reference | ||||||
| Exhibit | Exhibit Description | Filed herewith | Form | Period Ending | Exhibit | Filing Date |
| 10.3 |
Acquisition Agreement between UBI Blockchain Internet LTD., and Shenzhen Nova E-commerce, Ltd. |
X | ||||
| 99.1 |
Audited Financials of Shenzhen Nova E-commerce, Ltd. inception through December 31, 2016 |
X | ||||
| 99.2 |
Interim Financials of Shenzhen Nova E-commerce, Ltd. for the three months ended March 31, 2017 |
X | ||||
| 99.3 |
Unaudited Proforms Financials of Shenzhen Nova E-commerce, Ltd. and UBI Blockchain Internet, Ltd., through February 28, 2017 |
X |
About UBI BLOCKCHAIN INTERNET, LTD. (OTCBB:UBIA)
UBI Blockchain Internet, LTD., formerly JA Energy, is a shell company. The Company is engaged in developing a suite of products with a view of finding global energy solutions. The Company was in the business of designing modular, self-contained, fully automated, climate controlled units for distributed production of energy. The Company manufactures micro-production solutions that may be implemented in a range of contexts, from ethanol micro-production facilities to urban greenhouse gardens to third-world farming communities. The Company has not generated any revenues. UBI BLOCKCHAIN INTERNET, LTD. (OTCBB:UBIA) Recent Trading Information
UBI BLOCKCHAIN INTERNET, LTD. (OTCBB:UBIA) closed its last trading session 00.00 at 3.10 with 200 shares trading hands.