UBI BLOCKCHAIN INTERNET, LTD. (OTCBB:UBIA) Files An 8-K Unregistered Sales of Equity SecuritiesItem 3.02 Unregistered Sales of Equity Securities
On April 3, 2005, we issued 8,400,000 unregistered restricted Class C non voting common shares, par value $0.001, of UBI Blockchain Internet, Ltd., ("the Company") to 44 new shareholders. These shareholders received their Class C common shares based on future consulting services or through a Regulation S Offering. The Class C common shares were valued at $0.20 per share.
These shares were issued in reliance on the exemption under Section 4(2) of the Securities Act of 1933, as amended (the "Act"). The Regulation S Class C common shares were issued to Chinese citizens who attested they are accredited investors who are not citizens nor residents of the USA. The issuance of these shares by us did not involve a public offering. The offering was not a "public offering" as defined in Section 4(2) due to the fact that only a few individuals were involved in the offering, the size of the offering, the manner of the offering and number of shares offered.
Each of shareholders have a long-term pre-existing business relationship with the Company. The Company did not engage in any form of general solicitation or general advertising in connection with this transaction. The shareholders were provided access to all material information, and were afforded access to our management in connection with this transaction. They 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 Class C common stock issued contained a legend restricting transferability absent registration or applicable exemption.
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 4.10 with 454 shares trading hands.