UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Amendment No. 1 to 

Form 8-K/A

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 16, 2017

 

UBI BLOCKCHAIN INTERNET, LTD.

(Exact name of registrant as specified in its charter)

 

Commission File Number: 000-54236

 

Delaware   27-3349143
(State or other jurisdiction   (IRS Employer
of incorporation)   Identification No.)

 

SmartSpace 3F, Level 9, Unit 908, 100 Cyberport Rd., Hong Kong,

People's Republic of China

   
(Address of principal executive offices)   (Zip Code)

 

(212) 372-8836

(Registrant’s telephone number, including area code)

 

___________________________________________________

( 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))

 

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Explanatory Note

 

We are filing this Amendment No. 1 on Form 8-K/A to amend our Form 8-K originally filed with the U. S. Securities and Exchange Commission on May 16, 2017. We are filing this amended Form 8-K/A to: 1) Provide additional disclosure under Item 2.01; 2) Provide year-end pro formas (See Exhibit 99.4); and 3) Provide a list of the Shenzhen Nova E-commerce, Ltd. shareholders who received Class C Common shares of UBI Blockchain Internet, LTD (See Exhibit 99.5).

 

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 Board of Directors of both entities approved the Acquisition Agreement, as well as the majority of shareholders. 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 Internet’s 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.

 

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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.

 

UBI Blockchain Internet, LTD acquired 100% ownership Shenzhen Nova E-commerce, Ltd. in exchange for 25,000,000 Class C Common shares of the Company which equated to a value $0.20 per share. Prior to the acquisition, the Company placed a value of $5,000,000 on NOVA ($0.20 times $5,000,000 equals 25,000,000 shares). The final value for NOVA was mainly based on management business negotiations and management's value judgment, which included the valuation of Nova's business licenses. Additionally, the Company ordered an independent appraisal based on an audit, as a reference. Such a process is common place in conducting business in China.

 

At the time of the acquisition, NOVA was owned by 130 shareholders. Each NOVA shareholder received their pro-rata ownership of based on the exchange ratio. Attached is list of all of the NOVA shareholders and the amount of shares they received in the exchange (see Exhibit 99.5).

 

There are no employment agreement in place with Ms. Ma and Messrs. Long and Xu. They work on a temporary basis for NOVA.

 

 

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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.

 

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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.   8-K 5/16/2017 10.3 05/16/2017
99.1 Audited Financials of Shenzhen Nova E-commerce, Ltd. inception through December 31, 2016   8-K 5/16/2017 10.3 05/16/2017
99.2 Interim Financials of Shenzhen Nova E-commerce, Ltd. for the three months ended March 31, 2017   8-K 5/16/2017 10.3 05/16/2017
99.3 Unaudited Proforms Financials of Shenzhen Nova E-commerce, Ltd. and UBI Blockchain Internet, Ltd., through February 28, 2017   8-K 5/16/2017 10.3 05/16/2017
99.4 Unaudited Proforms Financials of Shenzhen Nova E-commerce, Ltd. and UBI Blockchain Internet, Ltd, as of August 31, 2016 X        
99.5 Shenzhen Nova E-commerce, Ltd. Shareholder List X        

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

 

UBI Blockchain Internet, Ltd.

Registrant

   
Date:  June 28, 2017        /s/ Cheung Chan
 

Name: Cheung Chan

Principal Financial Officer and Corporate Secretary

 

 

 

 

 

 

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Exhibit 99.4

 

Unaudited Pro Forma Condensed Combined Balance Sheet
As of August 31, 2016

 

Assets UBI Nova Pro forma adjustments Pro forma
combined
       
Cash and cash equivalents Prepaid expenses $              - $        3,160 $               3,160
       
Property and equipment, net   13,260 - 13,260
         
Goodwill - - 5,108,056 5,108,056
Total assets $           - $    16,420   $      5,124,476
Liabilities and Stockholders' Deficit        
Current liabilities        
Accounts payable and accrued liabilities $  68,419 $           - - $  68,419
Advances from stockholder 26,981 46,334 - 73,315
Bank Overdraft 1,202 - - 1,202
Note payable - related party 50,000 - - 50,000
Total current and total liabilities 146,602 46,334 - 192,936
Total stockholders' deficit (146,602 (29,914) 5,108,056 4,931,540
Total liabilities and stockholders' deficit $            - $     16,420   $         5,124,476

 

 

 

Unaudited Pro Forma Condensed Income Statement for the year ended August 31,2016 

Operating expenses UBI Nova Pro forma adjustments Pro forma
combined
 $                 13,079  $             750,698   $                   764,777 
         
Net loss $                    13,079 $              750,698 - $                    763,777

Exhibit 99.5

Acquisition of Shenzhen Nova E-Commerce Ltd.
     
Serial No. Shenzhen Nova E-Commerce Ltd. Shareholders Number of Shares Owed
     
1 Earn Smart (Hong Kong) Ltd 7,660,100
2 Yuehui Wang 6,000,000
3 Zhigang Yuan 1,166,014
4 Zhenyuan Yu 1,200,000
5 Zhengping Zhang 588,100
6 Zhenyuan Yu 500,000
5 Rui Xiong 350,000
7 Jin Xu 260,000
8 Jinzhi Wei 254,569
9 Rongtao Li 235,105
10 Bin Wen 200,000
11 Shande Song 185,220
12 Jingyu Zhou 182,619
13 Rong Liu 177,162
14 Jianchun Sun 153,617
15 Xinkai Yu 150,000
16 Jinghong Li 144,797
17 Yuhu Chen 143,976
18 Hai Huang 140,000
19 Hongjuan Wang 125,844
20 Wanlong Gao 122,947
21 Zhixiang Leng 121,586
22 Ouyang Ni 115,320
23 Xia Cai 110,960
24 Kai Su 110,117
25 Xuxu Teng 108,897
26 Qinghai Zhao 98,315
27 Ruoju Kuang 96,207
28 Kun Zeng 94,521
29 Yunjiang Yue 91,663
30 Yingmei Zhang 90,659
31 Guanrong Chen 90,562
32 Guang Zhu 83,210
33 Xia Zhao 81,939
34 Jingxiu Wang 77,200
35 Zaihua Chen 75,934
36 Juanli Zhang 75,918
37 Depu Zhao 75,785
38 Shilian Xu 72,039
39 Jing Zhang 69,090
40 Zhaoxia Xing 68,332
41 Xuemei Yuan 67,837
42 Shuqin Ma 67,047
43 Xiaobiao Xin 66,248
44 Hua Huang 65,728
45 Qingshan Liu 64,430
46 Xiliang Zhang 63,101
47 Yunying Huang 61,690
48 Yuwen Yan 60,857
49 Xiaofang Cui 60,588
50 Jiayan Sun 60,000
51 Feng Peng 56,065
52 Longbin Song 55,855
53 Huiqin Wang 54,794
54 Qiuju Yao 54,200
55 Sumei Mu 54,049
56 Liping Zhang 53,526
57 Wei Feng 53,151
58 Xinhua Gu 52,974
59 Xuefeng Huang 52,679
60 Yueshan Shi 51,367
61 Renwen Zhang 50,868
62 Aiwen Zhang 50,664
63 Huixian Ma 50,000
64 Ling Liu 50,000
65 Jinhua Tang 49,382
66 Haixin Min 49,257
67 Huifen Shen 48,195
68 Guofang Guan 45,256
69 Menglin Bai 44,500
70 Xiangsong Chen 44,076
71 Huiying Guo 43,561
72 Hongmei Li 42,759
73 Yongju Zhu 42,596
74 Junwei Tu 42,568
75 Junping Guo 42,430
76 Xiaobo Liu 41,792
77 Weiying Pu 41,475
78 Xiuhua Zhao 41,374
79 Li Wang 40,449
80 Fei Niu 38,822
81 Jianliang Liu 38,748
82 Linghong Yu 38,668
83 Lie Zhao 37,939
84 Shaohua Liang 37,938
85 Xuegang Ren 37,836
86 Zhongfei Yang 36,754
87 Xiefeng Li 36,745
88 Ming Zhang 36,604
89 Peixian Wang 35,348
90 Xin Fu 34,889
91 Chuanliang Li 33,508
92 Cihai Guo 33,419
93 Hong Liu 32,850
94 Jiaxin Dong 32,678
95 Guoping Liu 32,656
96 Caixia Wang 32,594
97 Yulan Wang 32,541
98 Fang Yu 32,319
99 Lixin Ma 32,240
100 Peisha Jiang 31,965
101 Yingyu Jin 31,639
102 Yuyou Gao 30,956
103 Xuebing Shao 30,300
104 Dongfeng Chang 30,217
105 Xueqin Li 30,020
106 Zhongtao Zhao 29,871
107 Jinhua Song 29,783
108 Li Xu 29,573
109 Hairong Chen 29,039
110 Wenbin Liu 28,829
111 Hui Ma 20,000
112 Demin Hu 20,000
113 Chunmei Wang 20,000
114 Jingchi Zhang 20,000
115 Yali Chen 10,000
116 Shanghong Long 10,000
117 Huaibin Wang 7,000
118 Rui Xu 7,000
119 Lanzhen Wang 7,000
120 Wei Wang 7,000
121 Zhenggeng Huang 7,000
122 Lixin Ye 7,000
123 Wei Jiang 7,000
124 Haixia Li 4,000
125 Liling Hu 4,000
126 Yajun Chen 4,000
127 Qian Cheng 4,000
128 Yanling Pei 4,000
129 Mingquan Zeng 4,000
130 Jianyu Li 4,000
     
Total   25,000,000