Item
1. Business
Corporate
History
The
Company was organized August 26, 2010 (Date of Inception) under the laws of the State of Nevada, as JA Energy. The Company was
incorporated as a subsidiary of Reshoot Production Company, a Nevada corporation. Reshoot Production Company was incorporated
October 31, 2007, and, at the time of spin off was listed on the Over-the- Counter Bulletin Board.
From
August 2010 to May 2014 the Company was in the business of designing a suite of modular, self-contained, fully automated, climate
controlled units for distributed production of energy. While some of these products were proven to be technologically viable,
none were ever developed to the point where they were ready for introduction to the marketplace.
On
or about September 30, 2014, the Board of Directors approved the formation of a new company called Peak Energy Holdings, a Nevada
corporation, where each shareholder in the Company received one share of common of Peak Energy Holdings for each share of common
stock owned in the Company and one share of preferred stock of Peak Energy for each share of preferred share owned in the Company.
As part of the transaction, the Company spun-off all its assets and liabilities into Peak Energy. Further, the spin-off subsidiary
operated as an independent entity separate entity from the Company with new management operating the current core business of
Peak Energy for the benefit of the original stockholders. The effect of this action allowed the Company to explore new business
opportunities without the burden of the assets and liabilities on the corporate books.
On
November 21, 2016, the Company changed its corporate name to UBI Blockchain Internet, LTD, and changed the state of incorporation
from the State of Nevada to the State of Delaware pursuant to a plan of conversion about which the Company adopted a new certificate
of incorporation under the laws of the State of Delaware.
On
May 16, 2017, the Company acquired 100% ownership of Shenzhen Nova E-commerce, Ltd., a private Shenzhen Chinese corporation in
exchange for 25,000,000 unregistered restricted Class C common shares. In April 2017 Shenzhen Nova E-commerce began its operations
of an online store in China selling a wide range of products including maternal and infant products, cosmetics, wine, household
goods, digital and luxury products.
UBI
Blockchain Internet Ltd. business encompasses the research and application of 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.
Overview
UBI’s
Blockchain Internet business includes research and application of blockchain technology, which includes Internet of Things (“IoT”)
technology, pharmaceutical research and manufacturing technology for the health industry, and platform trading technology for
the financial capital markets, which together, we refer to as IBSH technology. These technologies include well-established technologies,
such as Big Health Industry Technology and Financial Capital Market Technology. There are also emerging, forward-looking, technologies
such as blockchain and IoT technologies. We are familiar with big health and financial capital markets; however, we are not yet
familiar with blockchain and the Internet of Things. We have matured in the above-mentioned technology in the chest holds 50%
of the health and financial capital of the part. For the other 50%, we have hired professional and technical personnel to conduct
research and master the same time, and universities and other research institutions to discuss cooperation and establish a joint
R & D center platform. IBSH technologies will be our core focus technologies. They will become our patented intellectual property.
With the development of our technologies, we will conduct systematic research integration, development of a complete set of safety
control system, tentatively named “UBI Security Shield” which will be first applied to food and drug safety control.
UBI
has formed a research team dedicated to the application and research of IBSH technology to achieve the company’s business
goals.
IBSH
technical definition: The blockchain, Internet of things, big health industry, financial capital market technology integration
technology. Our technology has two major characteristics: First, the forward-looking and innovative technology, blockchain and
the Internet of things is a technology for the future world with forward-looking and innovative technologies. Second, management
believe the commercial value of our technology will have a strong practical application and it will combine with the industry
to deliver a commercial value.
Blockchain,
refers to a distributed database that is used to maintain a continually growing list of ordered records (called blocks). Each
block contains a timestamp and a link to the previous block. Blockchain has the characteristics of “decentralization”
and “tamper-proof”.
Internet
of Things, embedded physical devices, vehicles (also referred to as “networking devices” and “smart devices”),
buildings and other objects embedded in electronic technology, software, sensors, and brakes are connected via the Internet and
enable these objects to collect and exchange data for network connectivity. IoT allows remote sensing or remote control of objects
through existing network infrastructures to create opportunities for more direct integration of the physical world into computer-based
systems and to increase efficiency, accuracy and economic scale.
Industry
Trends
Recent
advances in streamlining video, monitoring sensors, high-speed broadband internet, introducing wireless standards (such as Bluetooth
low-power) and other technologies have brought many new opportunities and new choices to the modern society and to humankind.
Traditional industries also have new opportunities due to technological advances and innovations. The emergence and development
of blockchain and IoT technologies.
Management
believes Blockchain technology has shown considerable adaptability and acceptance in recent years and many market segments are
seeking to integrate blockchain technology into their operations. Although technology is mainly used in the financial services
industry at present, the blockchain has also begun to enter into more markets. For example, counterfeit drugs in the pharmaceutical
industry are hindered by using the characteristics of blockchain technology “tamper proof”. The adaptability of blockchain
to a broad range of industries has led to the growing attention it has received in the past few years.
Blockchain
technology and the Internet of things has aroused widespread concern and applied research. IBM, Bill Gates Foundation, Samsung,
Tsinghua University, Peking University, Hong Kong Polytechnic University and China Wanxiang Group have started the research.
UBI
management believes that blockchain technology and the Internet of things have contributed to the emergence of industry information
and technology solutions. By integrating the block chain technology with IoT as the core, it is possible to establish a seamless
industrial chain and achieve food and drug safety control and enterprise relationship management. Internet of Things is an extension
and continuation of the Internet. The Internet of Things can increase the popularity and wider use of the Internet by integrating
objects that interact through radio frequency identification (RFID) devices, infrared sensors, global positioning systems, laser
scanners, and other information sensing devices so that the height distributed network of devices communicate with humans and
other devices in real time. The Internet of Things is a completely new opportunity for a host of new applications based on the
Internet of Things that promise to improve the quality of life. In recent years, the Internet of Things has been integrated with
the blockchain, exchange and communication to realize the intelligent identification, location, tracking, monitoring and management
of the network. This technology is still in its infancy.
A
universal healthcare system covers all citizens seeking to achieve efficiencies by integrating the basic functions of healthcare
delivery, health insurance, distribution of healthy food and drug safety and labor relations management. Based on the full integration
of internet of things with blockchain technology, this technology can change old systems. Blockchain technology is a distributed
database that maintains a continuously-growing list of records called blocks. Each block contains a timestamp and a link to a
previous block. The data in a block cannot be altered retrospectively. Blockchain has characteristics such as decentralization,
openness and transparency, autonomy, security of information that “tamper-proof”, and anonymity, these features can
strengthen solution to drug and food safety issues, as well as getting more meaningful solution to enterprise labor relations
management. Management believes the age of blockchain and IoT is coming.
Blockchain
technology-based applications
UBI
management plans to focus its operations on the integrated health industry, providing food and drug safety and effectiveness protocols,
as well as preventing counterfeiting or counterfeiting of foods and medicines. With the advancement of blockchain technology,
we can trace the source of food or medicine in the context of the Internet of Things.
We
are now in the early stages of blockchain technology, but we have good research, technical framework design, industry language
and IT language conversion recognition of how blockchain and IoT interface with food and drug technology. Soon, we will utilize
the technology in food and drug safety control.
Blockchain
technology has a very wide range of potential applications. Blockchain is a distributed ledger agreement that allows projects
or transactions to be registered in a transparent manner and was originally developed for use in various industries to provide
a wide range of services including banking, stock trading, real estate and even worldwide diamond sales. More and more financial
giants are joining blockchain technology applications, research and development, including IBM, Microsoft, Intel, Blockstream
and Thomson Reuters to accelerate further Blockchain technology as a development system. As the blockchain technology is becoming
mature and secure, it can play a role in many areas and management believes that the application area and development potential
of blockchain technology provide the Company with an opportunity to grow.
Health
Care Business Consideration
UBI
management believes the global IoT in the healthcare market is growing at a significant rate of growth due to the growing demand
for advanced healthcare information systems and the growing prevalence of chronic diseases and lifestyle-related diseases.
IoT’s
application in healthcare, such as telemedicine, medication administration, clinical surgery and workflow management, inpatient
care, etc., helps with compilation services related to diagnosis, treatment, care and rehabilitation. They improve communication
between patients and healthcare workers, reducing medication errors and providing better coordinated care.
The
Market Opportunity
Blockchain
and the Internet of Things are technologies that affect the future. UBI Company took the lead in entering this market. First,
using IBSH technology in the big health industry, will help position the company in this field. The standard of this market access
is hard and the cost is high. The UBI team is optimistic about the future.
Blockchain
technology can play a role in many fields. Blockcchain transactions are theoretically real-time. The block-based distributed accounting
technology, combined with its artificial intelligence and internet of things technologies, makes it possible for countless of
smart technologies to connect to internet for greater security, allowing technicians to return to the point at which the problem
occurred. One of potential applications of this technology is the creation of registers based on blockchain of IoT devices, and
the use of artificial intelligence programs to perform automated intelligent diagnostics and more advanced functions, which can
ultimately lead engineers and technicians to virtualize clock backwards. At the same time, blockchain technology can reduce audit
costs; reduce distrust of central node, so that flow of financial assets is more transparent and convenient. In fact, current
blockchain technology is indeed application of digital electronic payments to “block chain +” transition extension
from financial sector gradually to IoT and other non-financial areas which will trigger more and greater industrial restructuring
and revolution.
The
Internet of Things is based on computer science, including network, electronics, radio frequency, induction, wireless, artificial
intelligence, bar code, cloud computing, automation, embedded technology as an integrated technology. Internet of things is called
the third wave of the world information industry revolution, after computer revolution, and the second internet revolution. Management
believes that within 10 years, Internet of Things will be widely used in intelligent medicine, intelligent transportation, environmental
protection, government work, public safety, safety home, intelligent home appliance, industrial monitoring, elderly care, personal
health, intelligent building, green agriculture and breeding, surveillance, imaging, computers, mobile phones and other fields.
Blockchain
technology is a good solution for: infrastructure investment, high maintenance costs and data security issues. Blockchain technology
supports IoT which is an extension and more advanced stage of internet. Blockchain technology research and application will make
IoT networking more efficient. Blockchain technology creates a shared, distributed, digital book between network nodes to record
transactions, rather than storing them on a central server. This eliminates the need for central verification. It provides a way
to create a consensus network without having to trust a single node, and data store does not need to be stored in a central server,
but by sharing it to all nodes in network. Blockchain technology can also solve medical field of data privacy and other issues,
such as custody of electronic medical records, safe storage of genetic data, and drug security.
Our
Strategy
Our
Group will plans to grasp the new technologies that will affect the future world, establish a new business model based on the
industrial and capital advantages that we have already formed, and create the technical advantages of UBI’s IBSH. Managements
wants UBI to become a world leader in excellence.
Our
growth strategy depends to a large extent on our ability to reach potential customers who successfully bring their products to
target markets. We plan to initially target the China market and gradually expand to Europe and the United States and beyond.
To
achieve corporate strategy, the company intends:
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Research
and develop IBSH core technologies to establish the leading position in this field
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At
present, we have initially established the technical framework and the core of the main body, with the combination of food and
drug use, access to our first phase of research and experimental results, that can be practical applications, and continuous technological
upgrading.
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Research
and development of the main product and core product group
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UBI’s
planned first product will be a food and drug safety monitoring and control system. It will also be our core product. At the same
time, we plan to systematically develop healthy big data and cloud computing, food products, health and service products, cross-border
e-commerce platform and global health and culture platform.
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Create
brand awareness and drive marketing company products and services in key markets
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We
plan to position the Company’s marketing as creating and building a corporate brand image globally. All this will start
in China .
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Employ
global professional and technical personnel, scholars, professional management personnel
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We
plan to hire professionals from all over the world. Together to create UBI a shared platform.
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Coordinate
with strategic partners in each of the target markets for marketing and distribution
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We
believe that international markets represent a significant growth opportunity for us and we intend to expand sales of our intended
products and services globally through selected retailers and strategic partnerships. We plan to work with key partners in the
target markets to provide marketing and distribution expertise and assistance. Although it may be challenging to gain market acceptance
in these markets, we believe the assistance of such experts will expedite the process.
Competitive
Strengths
1.
Unique IBSH technology
Our
technology is advanced, not only for its scientific characteristics, but also for maneuverability, derived from the design and
understanding of technical structures. Technology itself is spiritual.
2.
Creating a creative business platform through independent design and development.
We
intend to build a comprehensive platform, including blockchain technology, the Internet of Things, the health industry and the
stock market. Once established, this platform will support UBI’s global operations.
3.
We have a good network in the health industry in China
In
China, we believe the company’s management has a good network in the integration of the health industry, which can be used
for scientific research and development, raw material production bases and other industrial chains. The company’s management
is also familiar with the international pharmaceutical market and the food market.
4.
A good management team
Our
management believes the Company’s management and consulting team, are the industry’s leading talent and professionals.
They have a professional, quality, wisdom, and innovation.
Target
Market
At
present, food and drug safety is a major challenge for human beings. Counterfeit food and drug products are very common in the
Chinese market. These problems are derived from nature problems and human factors. The laws and regulations are not perfect and
complete and law enforcement is not seriously implemented in many occasions. The occurrence of poison capsule events, vaccine
cases, ginkgo leaf, licorice tablets and other major drug cases, seriously affecting people’s physical and mental health.
Therefore, the safety of food and medicine is closely linked to the vital interests of hundreds of millions of people. So UBI’s
market for food and drug safety goals is accurate and huge.
Sources
of Income and Pricing
We
plan to build a platform and a number of products that will generate revenues and generate profits by delivering services and
effective products to potential targets customers. The price will be determined by demand and market pricing. After initial publicity,
the company’s products and services may have an impact on the health care industry. As we look to the future, emerging technologies
will trigger new trends in the security, law enforcement, privacy, food and drug safety aspects of the healthcare industry.
Sales
and Marketing
In
the future marketing of UBI platform and products, we will mainly go through the Internet of Things to do online and offline store
marketing. Marketing will also be promoted through cross-border e-commerce platforms. Conference marketing and professional channel
marketing will be utilized. Our products and designs consider the overall needs of the population and will be tailor-made for
some clients. We are currently paying attention to the development, formation and needs of “one belt, one road” markets.
Management
believes Chinese consumers are more likely to consider buying a product if they see it mentioned on a social-media site and more
likely to purchase a product or service if a friend or acquaintance recommends it on a social-media site by word of mouth.
Chinese
consumers rely heavily upon peer-to-peer recommendations over general mass advertising. In general, the Chinese populace is skeptical
of information from news sources and advertising and rely more on word-of-mouth from friends, family, and key opinion leaders,
many of whom share information on social media.
Manufacturing
The
Company does not now engage in any manufacturing but may engage in manufacturing of products to be sold on the Company’s
website in the future.
Government
Regulation
We
are or may become subject to a variety of laws and regulations in the State of Delaware, where we are incorporated, the United
States and the People’s Republic of China (“PRC”) that involve matters central to our business, including laws
and regulations regarding privacy, data protection, data security, data retention, consumer protection, advertising, electronic
commerce, intellectual property, manufacturing, anti-bribery and anti-corruption, and economic or other trade prohibitions or
sanctions. These laws and regulations are continuously evolving and developing. The scope and interpretation of the laws that
are or may be applicable to us are often uncertain and may be conflicting, particularly with respect to foreign laws.
In
particular, there are numerous U.S. federal, state, and local laws and regulations and foreign laws and regulations regarding
privacy and the collection, sharing, use, processing, disclosure, and protection of personal information and other user data,
the scope of which is changing, subject to differing interpretations, and may be inconsistent among different jurisdictions. We
strive to comply with all applicable laws, policies, legal obligations, and industry codes of conduct relating to privacy, data
security, and data protection. However, given that the scope, interpretation, and application of these laws and regulations are
often uncertain and may be conflicting, it is possible that these obligations may be interpreted and applied in a manner that
is inconsistent from one jurisdiction to another and may conflict with other rules or our practices. Any failure or perceived
failure to comply with our privacy or security policies or privacy-related legal obligations by us or third-party service-providers
or the failure or perceived failure by third-party apps, with which our users choose to share their data, to comply with their
privacy policies or privacy-related legal obligations as they relate to the data shared with them, or any compromise of security
that results in the unauthorized release or transfer of personally identifiable information or other user data, may result in
governmental enforcement actions, litigation, or negative publicity, and could have an adverse effect on our brand and operating
results.
We
plan to develop solutions to ensure that data transfers from the E.U. provide adequate protections to comply with the E.U. Data
Protection Directive. If we fail to develop such alternative data transfer solutions, one or more national data protection authorities
in the European Union could bring enforcement actions seeking to prohibit or suspend our data transfers to the U.S. and we could
also face additional legal liability, fines, negative publicity, and resulting loss of business.
Governments
are continuing to focus on privacy and data security and it is possible that new privacy or data security laws will be passed
or existing laws will be amended in a way that is material to our business. Any significant change to applicable laws, regulations,
or industry practices regarding our users’ data could require us to modify our services and features, possibly in a material
manner, and may limit our ability to develop new products, services, and features. Although we have made efforts to design our
policies, procedures, and systems to comply with the current requirements of applicable state, federal, and foreign laws, changes
to applicable laws and regulations in this area could subject us to additional regulation and oversight, any of which could significantly
increase our operating costs.
The
labeling, distribution, importation, marketing, and sale of our intended products are subject to extensive regulation by various
U.S. state and federal and foreign agencies, including the CPSC, Federal Trade Commission, Food and Drug Administration, or FDA,
Federal Communications Commission, and state attorneys general, as well as by various other federal, state, provincial, local,
and international regulatory authorities in the countries in which our intended products and services are distributed or sold.
If we fail to comply with any of these regulations, we could become subject to enforcement actions or the imposition of significant
monetary fines, other penalties, or claims, which could harm our operating results or our ability to conduct our business.
The
global nature of our business operations also create various domestic and foreign regulatory challenges and subject us to laws
and regulations such as the U.S. Foreign Corrupt Practices Act, or FCPA, the U.K. Bribery Act, and similar anti-bribery and anti-corruption
laws in other jurisdictions, and our intended products are also subject to U.S. export controls, including the U.S. Department
of Commerce’s Export Administration Regulations and various economic and trade sanctions regulations established by the
Treasury Department’s Office of Foreign Assets Controls. If we become liable under these laws or regulations, we may be
forced to implement new measures to reduce our exposure to this liability. This may require us to expend substantial resources
or to discontinue certain products or services, which would negatively affect our business, financial condition, and operating
results. In addition, the increased attention focused upon liability issues as a result of lawsuits, regulatory proceedings, and
legislative proposals could harm our brand or otherwise impact the growth of our business. Any costs incurred as a result of compliance
or other liabilities under these laws or regulations could harm our business and operating results.
PRC
Government Regulations
Because
our business and employees are located in the PRC, our business is also regulated by the national and local laws of the PRC. We
believe our conduct of business complies with existing PRC laws, rules and regulations.
General
Regulation of Businesses
We
believe we are in material compliance with all applicable labor and safety laws and regulations in the PRC, including the PRC
Labor Contract Law, the PRC Production Safety Law, the PRC Regulation for Insurance for Labor Injury, the PRC Unemployment Insurance
Law, the PRC Provisional Insurance Measures for Maternity of Employees, PRC Interim Provisions on Registration of Social Insurance,
PRC Interim Regulation on the Collection and Payment of Social Insurance Premiums and other related regulations, rules and provisions
issued by the relevant governmental authorities from time to time.
According
to the PRC Labor Contract Law, we are required to enter into labor contracts with our employees. We are required to pay no less
than local minimum wages to our employees. We are also required to provide employees with labor safety and sanitation conditions
meeting PRC government laws and regulations and carry out regular health examinations of our employees engaged in hazardous occupations.
Violations of the PRC Labor Contract Law and the PRC Labor Law may result in the imposition of fines and other administrative
and criminal liability in the case of serious violations. In addition, according to the PRC Social Insurance Law, employers like
our PRC subsidiaries in China must provide employees with welfare schemes covering pension insurance, unemployment insurance,
maternity insurance, work-related injury insurance, medical insurance, and housing funds.
Foreign
Currency Exchange
The
principal regulation governing foreign currency exchange in China is the Foreign Currency Administration Rules (1996), as amended
(2008). Under these Rules, RMB is freely convertible for current account items, such as trade and service-related foreign exchange
transactions, but not for capital account items, such as direct investment, loan or investment in securities outside China unless
the prior approval of, and/or registration with, the State Administration of Foreign Exchange of the People’s Republic of
China, or SAFE, or its local counterparts (as the case may be) is obtained.
Pursuant
to the Foreign Currency Administration Rules, foreign invested enterprises, or FIEs, in China may purchase foreign currency without
the approval of SAFE for trade and service-related foreign exchange transactions by providing commercial documents evidencing
these transactions. They may also retain foreign exchange (subject to a cap approved by SAFE) to satisfy foreign exchange liabilities
or to pay dividends. In addition, if a foreign company acquires a subsidiary in China, the acquired company will also become an
FIE. However, the relevant PRC government authorities may limit or eliminate the ability of FIEs to purchase and retain foreign
currencies in the future. In addition, foreign exchange transactions for direct investment, loan and investment in securities
outside China are still subject to limitations and require approvals from, and/or registration with, SAFE.
Employees
We
have 18 full-time employees and we engage the services 44 non-employee contractors. Within our workforce, 8 employees are engaged
in product development and 10 employees are engaged in business development, finance, human resources, facilities, information
technology and general management and administration. We expect the number of full time employees to rise to more than 25 by the
end of December 2017. We have no collective bargaining agreements with our employees and we have not experienced any work stoppages.
We consider our relationship with our employees to be good.
Recent
Event
On
May 16, 2017, the Board of Directors of the Company ratified and approved an Acquisition 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. With the NOVA ownership completed, the
former 130 NOVA shareholders received UBI Class C common shares based on their pro-rata ownership of NOVA. With the NOVA acquisition
completed and the name of the permit holder changed to UBI, and NOVA became a 100% owned subsidiary of the UBI.
The
shareholders of NOVA converted their ownership of NOVA to UBIA’s Class C common shares. Following the conversion, NOVA shares
were canceled. In China, the conversion of shares requires the Chinese authorities to cancel NOVA’s registered shares. The
takeover formally takes place when the government cancels NOVA shares. The Chinese government approved the acquisition as of August
29, 2017.
About
Shenzhen Nova E-commerce, Ltd
Shenzhen
Nova E-commerce Ltd. (“NOVA”) was incorporated on May 26, 2016 and currently operates an 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’s
operations prior to the date of acquisition, included, but was not limited to:
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Researching
and developing business opportunities unique to a Chinese customer base
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Building
corporate infrastructure and administration
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Integration
of multiple technologies and programs
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Building
Business Relationships
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Human
resource staffing
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Training
personnel
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Equipment
procurement
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Building
the corporate website
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Developing
marketing strategies to capitalize on commercialization activities
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Establish
and maintain strategic collaborations with product suppliers
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Obtain
financing to implement the business activities
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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 pilot operation in May 2017.
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. The website is not part of this Annual report, but referenced for informational
purposes.
Item
1A. Risk Factors.
All
parties and individuals reviewing this prospectus and considering us as an investment should be aware of the financial risk involved.
When deciding whether to invest or not, careful review of the risk factors set forth herein and consideration of forward-looking
statements contained in this annual report should be adhered to. Prospective investors should be aware of the difficulties encountered
as we face all the risks including competition, and the need for additional working capital. If any of the following risks actually
occur, our business, financial condition, results of operations and prospects for growth would likely suffer. As a result, you
could lose all or part of your investment.
You
should read the following risk factors carefully before purchasing our common stock.
WE
HAVE LIMITED HISTORICAL FINANCIAL INFORMATION UPON WHICH YOU MAY EVALUATE OUR PERFORMANCE.
We
have a limited operating history and we are subject to all risks inherent in a developing business enterprise. The Company has
no revenues and has yet to develop any products for sale.
Our
likelihood of success must be considered in light of the problems, expenses, difficulties, complications, and delays frequently
encountered in connection with the development of blockchain technology with a focus on the Internet of things covering areas
of food, drugs and healthcare and the competitive environment in which we operate. You should consider, among other factors, our
prospects for success in light of the risks and uncertainties encountered by companies that, like us, are in their early stages
of research. We may not be able to successfully address these risks and uncertainties or successfully implement our operating
and acquisition strategies. If we fail to do so, it could materially harm our business to the point of having to cease operations
and could impair the value of our common stock to the point that the investors may lose their entire investment. Even if we accomplish
these objectives, we may not be able to generate positive cash flows or profits that we anticipate in the future.
Our
auditors have made reference to the substantial doubt as to our ability to continue as a going concern,
THERE
IS NO ASSURANCE THAT WE WILL BE ABLE TO CONTINUE AS A GOING CONCERN.
Our
financial statements included with this Annual Report for the year ended August 31, 2017, have been prepared assuming that we
will continue as a going concern. Our auditors have made reference to the substantial doubt as to our ability to continue as a
going concern in their audit report on our audited financial statements for the year ended August 31, 2017. Because the Company
has been issued an opinion by its auditors that substantial doubt exists as to whether the Company can continue as a going concern,
it may be more difficult for the Company to attract investors. Since our auditors have raised a substantial doubt about our ability
to continue as a going concern, this typically results in greater difficulty to obtain loans than businesses that do not have
a qualified auditors opinion. Additionally, any loans we might obtain may be on less advantageous terms. Our future is dependent
upon our ability to obtain financing and upon future profitable operations from our business. We plan to seek additional funds
from additional loans made to us by Tony Liu, our CEO or through private placements of our common stock. You may be investing
in a company that will not have the funds necessary to continue to deploy its business strategies. If we are not able to achieve
sufficient revenues or find financing to cover our expenses, then we likely will be forced to cease operations and investors will
likely lose their entire investment.
WE
MAY NOT BE ABLE TO ATTAIN PROFITABILITY WITHOUT ADDITIONAL FUNDING, WHICH MAY BE UNAVAILABLE TO US.
We
have prepared audited financial statements for the fiscal year ended August 31, 2017. For the period from inception (August 26,
2010) through the year end for August 31, 2017, we experienced an accumulated deficit of $6,343,426. Our ability to continue to
operate as a going concern is fully dependent upon the Company obtaining sufficient financing to continue its development and
operational activities. The ability to achieve profitable operations is in direct correlation to our ability to generate revenues
or raise sufficient financing. It is important to note that even if the appropriate financing is received, there is no guarantee
that we will ever be able to operate profitably or derive any significant revenues from its operation. If we run out of cash reserves,
we would be forced to cease operations.
No
assurance can be given that the Company will obtain access to capital markets in the future or that financing, adequate to satisfy
the cash requirements of implementing our business strategies, will be available on acceptable terms. The inability of the Company
to gain access to capital markets or obtain acceptable financing could have a material adverse effect upon the results of its
operations and upon its financial conditions.
BASED
ON OUR BURN RATE, IF we are unable to obtain additional funding our business will fail and our shares may be worthless.
We
have limited financial resources. As of August 31, 2017, we had cash of $15,406, current portion of prepaid stock-based salaries
and consulting fees of $1,300,000 and office equipment valued at $17,950, non-current portion of prepaid stock-based salaries,
consulting fees of $493,333 and capitalized website development costs of $92,035 for total assets of $1,918,724. Our current burn
rate is approximately $40,000 per month. Based on our current burn rate, we will run out of funds immediately without additional
capital. If we fail to raise sufficient funds to keep our business operational, investors may lose their entire cash investment.
There is no assurance that we can raise funding or that we will have sufficient funds to repay any indebtedness, or that we will
not default on our debt obligations, jeopardizing our business viability. There can be no assurance that financing will be available
in amounts or on terms acceptable to us, if at all. If we are unable to obtain additional financing, we will likely be required
to curtail our business plans and possibly cease our operations.
THE
NATURE OF OUR OPERATIONS ARE HIGHLY SPECULATIVE.
The
success of our plan of operation will depend to a great extent on the operations, financial condition and management. Our business
concept revolves around “developing IoT, e-blockchain, and other technologies.” Our business model is not yet established
in the industry and we will have to convince our customers to use our products and services.
Management
believes that we will be successful in marketing our services, but there can be no assurance that we will be able to attract sufficient
consumers to achieve profitability or even generate anything but minimal revenues. If our intended products and services are not
accepted by consumers, we will fail.
COMPANY
RISK FACTORS
Article
IX of our Certificate of Incorporation provides that the Court of Chancery of the State of Delaware will be the exclusive forum
for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a
favorable judicial forum for disputes with us or our directors, officers or other stockholders.
Article
IX of our Certificate of Incorporation provides that the Court of Chancery of the State of Delaware (or, if the Court of Chancery
does not have jurisdiction, another state or federal court located in the State of Delaware) shall be the exclusive forum for:
(1) any derivative action or proceeding brought on behalf of the corporation, (2) any action asserting a claim of breach of a
fiduciary duty owed by, or other wrongdoing by, any director, officer, employee, agent
or stockholder
of the corporation
to the corporation or the corporation’s stockholders, (3) any action asserting a claim arising pursuant to any provision
of the General Corporation Law or the corporation’s Certificate of Incorporation or Bylaws,
(4)
any action to interpret,
apply, enforce or determine the validity of the corporation’s Certificate of Incorporation or Bylaws or (5) any action asserting
a claim governed by the internal affairs doctrine, in each such case subject to said Court of Chancery having personal jurisdiction
over the indispensable parties named as defendants therein. This exclusive forum provision may limit a stockholder’s ability
to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other stockholders,
which may discourage such lawsuits against us and our directors, officers and other stockholders. Alternatively, if a court were
to find this provision in our Articles to be inapplicable or unenforceable in an action, we may incur additional costs associated
with resolving such action in other jurisdictions, which could adversely affect our business, financial condition and results
of operations.
BECAUSE
OUR OPERATIONS ARE CONCENTRATED IN CHINA OUR STOCKHOLDERS WOULD FACE DIFFICULTY IN ENFORCING THEIR LEGAL RIGHTS UNDER UNITED STATES
SECURITIES LAWS.
Our
operations are concentrated in China and our stockholders would face difficulty in enforcing their legal rights under United States
securities laws in light of our management’s location outside of the United States. Legal protections and remedies available
to the company for certain harmful action taken against it will be pursued within the People’s Republic of China legal system,
which differs from the U.S. legal system in significant ways. Because the company conducts operations outside of the U.S. it is
difficult to pursue legal matters is subject to limitations imposed by other jurisdictions. It is limited ability for U.S. regulators’
to conduct investigations and inspections within China. There may be restrictions on the transfer of cash into and out of China,
as well as on the exchange of currency, which may constrain the company’s liquidity and impede its ability to use cash in
its operations.
U.S.
investors may experience difficulties in attempting to effect a service of process and enforce judgments based upon U.S. Federal
Securities Laws against our company and its non U.S. resident officers and directors.
We
are a Delaware corporation and, as such, we are subject to the jurisdiction of the State of Delaware and the United States courts
for purposes of any lawsuit, action or proceeding by investors herein. An investor would have the ability to effect service of
process in any action on the company within the United States. However, since Mr. Tony Liu, our CEO, Chan Cheung, our CFO and
two of our three directors reside outside the United States substantially all or a portion of the assets are located outside the
United States. As a result, it may not be possible for investors to:
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service of process within the United States against our non-U.S. resident officers or directors;
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Enforce
U.S. court judgments based upon the civil liability provisions of the U.S. federal securities laws against any of the above
referenced foreign persons in the United States;
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Enforce
in foreign courts U.S. court judgments based on the civil liability provisions of the U.S. federal securities laws against
the above foreign persons; and
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Bring
an original action in foreign courts to enforce liabilities based upon the U.S. federal securities laws against the above
foreign persons.
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WE
MAY NOT BE ABLE TO COMPETE WITH OTHER COMPANIES, SOME OF WHOM HAVE GREATER RESOURCES AND EXPERIENCE.
We
do not have the resources to compete with larger providers of these similar services at this time. With the limited, if not minimal,
resources the Company has available, the Company may experience great difficulties in building a customer base. Competition from
existing and future competitors could result in the Company’s inability to secure any new customers. This competition from
other entities with greater resources and reputations may result in the Company’s failure to maintain or expand its business
as the Company may never be able to successfully execute its business plan. Further, we cannot be assured that it will be able
to compete successfully against present or future competitors or that the competitive pressure it may face will not force the
Company to cease operations.
We
may be unable to gain any significant market acceptance for our products and services or be unable establish a significant market
presence.
Our
growth strategy is substantially dependent upon our ability to market our intended products and services successfully to prospective
clients in the target markets, which shall initially be China, Europe and the United States. This requires that we heavily rely
upon our development and marketing partners in the target markets. Failure to select the right development and marketing partners
in the target markets and other target markets will significantly delay or prohibit our ability to develop our intended products
and services, market the products and gain market acceptance. Our intended products and services may not achieve significant market
acceptance. If acceptance is achieved, it may not be sustained for any significant period of time. Failure of our intended products
and services to achieve or sustain market acceptance could have a material adverse effect on our business, financial conditions
and the results of our operations.
If
potential users within the target markets do not widely adopt online or UBI fails to achieve and sustain sufficient market acceptance,
we will not generate sufficient revenue and our growth prospects, financial condition and results of operations could be harmed.
UBI
may never gain significant acceptance in the marketplace and, therefore, may never generate substantial revenue or allow us to
achieve or maintain profitability. Widespread adoption of virtual and online training portals in the target markets depends on
many factors, including acceptance by users that such systems and methods or other options. Our ability to achieve commercial
market acceptance for UBI or any other future products also depends on the strength of our sales, marketing and distribution organizations.
We
may not be able to attract qualified professionals, academics, university professors and communication professionals from around
the world, which will decrease the value of technological innovation platform and may make it difficult to differentiate UBI from
other online services providers.
Our
strategy includes developing relationships with professionals, academics, university professors and communication professionals
from around the world. If we are unable to establish relationships with these professionals, academics, university professors
and communication professionals that UBI’s technological innovation platform is not effective or that alternative products
are more effective, or if we encounter difficulty promoting adoption or establishing UBI as a standard, our ability to achieve
market acceptance of UBI could be significantly limited.
We
may not be able to develop new products or enhance the capabilities of UBI to keep pace with our industry’s rapidly changing
technology and customer requirements.
The
industry for blockchain technology is characterized by rapid technological changes, new product introductions, enhancements, and
evolving industry standards. Our business prospects depend on our ability to develop new products and applications for our technology
in new markets that develop as a result of technological and scientific advances, while improving the performance and cost-effectiveness.
New technologies, techniques or products could emerge that might offer better combinations of price and performance than UBI systems.
The market for online or virtual healthcare market is characterized by rapid innovation and advancement in technology. It is important
that we anticipate changes in technology and market demand. If we do not successfully innovate and introduce new technology into
our anticipated product lines or effectively manage the transitions of our technology to new product offerings, our business,
financial condition and results of operations could be harmed.
Cyber
security risks could adversely affect our business and disrupt our operations.
The
threats to network and data security are increasingly diverse and sophisticated. Despite our efforts and processes to prevent
breaches, our devices, as well as our servers, computer systems, and those of third parties that we use in our operations are
vulnerable to cyber security risks, including cyber attacks such as viruses and worms, phishing attacks, denial-of-service attacks,
physical or electronic break-ins, employee theft or misuse, and similar disruptions from unauthorized tampering with our servers
and computer systems or those of third parties that we use in our operations, which could lead to interruptions, delays, loss
of critical data, and loss of consumer confidence.
In
addition, we may be the target of email scams that attempt to acquire sensitive information or company assets. Despite our efforts
to create security barriers to such threats, we may not be able to entirely mitigate these risks. Any cyber attack that attempts
to obtain our data and assets, disrupt our service, or otherwise access our systems, or those of third parties we use, if successful,
could adversely affect our business, operating results, and financial condition, be expensive to remedy, and damage our reputation.
Our
financial performance is subject to risks associated with changes in the value of the U.S. dollar versus local currencies.
Our
primary exposure to movements in foreign currency exchange rates relates to non-U.S. dollar denominated sales and operating expenses
worldwide. Weakening of foreign currencies relative to the U.S. dollar adversely affects the U.S. dollar value of our foreign
currency-denominated sales and earnings, and generally leads us to raise international pricing, potentially reducing demand for
our intended products and services. In some circumstances, for competitive or other reasons, we may decide not to raise local
prices to fully offset the strengthening of the U.S. dollar, or at all, which would adversely affect the U.S. dollar value of
our foreign currency denominated sales and earnings. Conversely, a strengthening of foreign currencies relative to the U.S. dollar,
while generally beneficial to our foreign currency-denominated sales and earnings, could cause us to reduce international pricing,
incur losses on our foreign currency derivative instruments, and incur increased operating expenses thereby limiting any benefit.
Additionally, strengthening of foreign currencies may also increase our cost of product components denominated in those currencies,
thus adversely affecting gross margins.
We
do not use derivative instruments, such as foreign currency forward and option contracts, to hedge certain exposures to fluctuations
in foreign currency exchange rates.
We
may acquire other businesses, form joint ventures or make investments in other companies or technologies that could negatively
affect our operating results, dilute our stockholders’ ownership, increase our debt or cause us to incur significant expense.
We
may pursue acquisitions of businesses and assets. We also may pursue strategic alliances and joint ventures that leverage our
proprietary technology and industry experience to expand our offerings or distribution. We have no experience with acquiring other
companies and limited experience with forming strategic partnerships. We may not be able to find suitable partners or acquisition
candidates, and we may not be able to complete such transactions on favorable terms, if at all. If we make any acquisitions, we
may not be able to integrate these acquisitions successfully into our existing business, and we could assume unknown or contingent
liabilities.
Any
future acquisitions also could result in the incurrence of debt, contingent liabilities or future write-offs of intangible assets
or goodwill, any of which could have a negative impact on our cash flows, financial condition and results of operations. Integration
of an acquired company also may disrupt ongoing operations and require management resources that we would otherwise focus on developing
our existing business. We may experience losses related to investments in other companies, which could harm our financial condition
and results of operations. We may not realize the anticipated benefits of any acquisition, strategic alliance or joint venture.
Foreign
acquisitions involve unique risks in addition to those mentioned above, including those related to integration of operations across
different cultures and languages, currency risks and the particular economic, political and regulatory risks associated with specific
countries.
To
finance any acquisitions or joint ventures, we may choose to issue shares of common stock as consideration, which could dilute
the ownership of our stockholders. Additional funds may not be available on terms that are favorable to us, or at all. If the
price of our Common Stock is low or volatile, we may not be able to acquire other companies or fund a joint venture project using
our stock as consideration
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THERE
MAY BE A POSSIBLE INABILITY TO FIND SUITABLE EMPLOYEES.
In
order to implement our business plan, management recognizes that additional staff will be required. No assurances can be given
that we will be able to find suitable employees that can support our needs or that these employees can be hired on favorable terms.
We do not plan to hire any additional employees until our cash flows can justify the expense.
Risks
Related to Being a Public Company
IF
WE FAIL TO MAINTAIN AN EFFECTIVE SYSTEM OF INTERNAL CONTROLS, WE MAY NOT BE ABLE TO ACCURATELY REPORT OUR FINANCIAL RESULTS OR
PREVENT FRAUD AND AS A RESULT, INVESTORS MAY BE MISLED AND LOSE CONFIDENCE IN OUR FINANCIAL REPORTING AND DISCLOSURES, AND THE
PRICE OF OUR COMMON STOCK MAY BE NEGATIVELY AFFECTED.
The
Sarbanes-Oxley Act of 2002 requires that we report annually on the effectiveness of our internal control over financial reporting.
A “significant deficiency” means a deficiency or a combination of deficiencies, in internal control over financial
reporting that is less severe than a material weakness yet important enough to merit attention by those responsible for oversight
of the Company’s financial reporting. A “material weakness” is a deficiency or a combination of deficiencies
in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the
annual or interim financial statements will not be prevented or detected on a timely basis.
As
of August 31, 2017, management assessed the effectiveness of our internal control over financial reporting based on the criteria
for effective internal control over financial reporting. The matters involving internal controls and procedures that our management
considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a
functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on
our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and
procedures; and (2) inadequate segregation of duties consistent with control objectives.
In
addition, in connection with our on-going assessment of the effectiveness of our internal control over financial reporting, we
may discover “material weaknesses” in our internal controls as defined in standards established by the Public Company
Accounting Oversight Board, or the PCAOB. A material weakness is a significant deficiency, or combination of significant deficiencies,
that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will
not be prevented or detected.
Failure
to provide effective internal controls may cause investors to lose confidence in our financial reporting and may negatively affect
the price of our common stock. Moreover, effective internal controls are necessary to produce accurate, reliable financial reports
and to prevent fraud. If we have deficiencies in our internal controls over financial reporting, these deficiencies may negatively
impact our business and operations.
IN
THE FUTURE, WE WILL INCUR INCREMENTAL COSTS AS A RESULT OF OPERATING AS A PUBLIC COMPANY.
We
will incur legal, accounting and other expenses as a fully-reporting public company. Moreover, the Sarbanes-Oxley Act of 2002
(the “Sarbanes-Oxley Act”), as well as new rules subsequently implemented by the SEC, have imposed various new requirements
on public companies, including requiring changes in corporate governance practices. Moreover, these rules and regulations will
increase our legal and financial compliance costs and will make some activities more time-consuming and costly. Although we have
not operated the business of UBI Blockchain as a public company, since JA Energy, the company’s predecessor, has been a
public company since 2010 expect to incur approximately $25,000 of incremental operating expenses in 2018. We project that the
total incremental operating expenses of being a public company will be approximately $30,000 for 2019. The incremental costs are
estimates, and actual incremental expenses could be materially different from these estimates. Unless we can generate sufficient
revenues and profits, we may not be able to absorb the costs of being a public company.
As
a result of operating as a public company, our management will be required to devote substantial time to new compliance initiatives.
We
have never operated as a public company. As a public company, we will incur significant legal, accounting and other expenses that
we did not incur as a private company. The Sarbanes-Oxley Act of 2002, the Dodd-Frank Act of 2010, and rules subsequently implemented
and yet to be implemented by the U. S. Securities and Exchange Commission have imposed and will impose various new requirements
on public companies. Our management and other personnel will need to devote a substantial amount of time to these new compliance
initiatives. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities
more time-consuming and costly. For example, we expect these new rules and regulations to make it more difficult and more expensive
for us to obtain director and officer liability insurance, and we may be required to incur substantial costs to maintain the same
or similar coverage.
In
addition, the Sarbanes-Oxley Act requires, among other things, that we maintain effective internal control over financial reporting
and disclosure controls and procedures. In particular, we must perform system and process evaluation and testing of our internal
control over financial reporting to allow management, as required by Section 404 of the Sarbanes-Oxley Act. Compliance will require
us to increase our general and administrative expense in order to pay added compliance personnel, outside legal counsel and consultants
to assist us in, among other things, external reporting, instituting and monitoring a more comprehensive compliance function and
board governance function, establishing and maintaining internal controls over financial reporting in accordance with Section
404 of the Sarbanes-Oxley Act, and preparing and distributing periodic public reports in compliance with our obligations under
the U.S. federal securities laws. We currently do not have an internal audit group, and we will evaluate the need to hire additional
accounting and financial staff with appropriate public company experience and technical accounting knowledge. Moreover, if we
are not able to comply with the requirements of Section 404 in a timely manner, the market price of our stock could decline.
Risks
Related to Administrative, Organizational and Commercial Operations and Growth
The
loss of our Chief Executive Officer or our inability to attract and retain highly skilled developers and other personnel could
negatively impact our business.
Our
success depends on the skills, experience and performance of Tony, Liu, our Chief Executive Officer, and other key employees.
The individual and collective efforts of these employees will be important as we continue to develop and as we expand our commercial
activities. The loss or incapacity of existing members of our executive management team could negatively impact our operations
if we experience difficulties in hiring qualified successors. We do not have any employment agreements in place for our executive
officers; the existence of an employment agreement does not guarantee the retention of the executive officer for any period of
time.
Our
use of “open source” software could negatively affect our ability to sell our INTENDED products and subject us to
possible litigation.
A
portion of the technologies we use incorporates “open source” software. , Such open source software is generally licensed
by its authors or other third parties under open source licenses. These licenses may subject us to certain unfavorable conditions,
including requirements that we offer our intended products and services that incorporate the open source software for no cost,
that we make publicly available source code for modifications or derivative works we create based upon, incorporating, or using
the open source software, or that we license such modifications or derivative works under the terms of the particular open source
license. Additionally, if a third-party software provider has incorporated open source software into software that we license
from such provider, we could be required to disclose or provide at no cost any of our source code that incorporates or is a modification
of such licensed software. If an author or other third party that distributes open source software that we use or license were
to allege that we had not complied with the conditions of the applicable license, we could be required to incur significant legal
expenses defending against such allegations and could be subject to significant damages and enjoined from the sale of our intended
products and services that contained the open source software. Any of the foregoing could disrupt the distribution and sale of
our intended products and services and harm our business.
Risks
Related to Intellectual Property
If
we are unable to protect the confidentiality of our trade secrets, our business and competitive position could be harmed.
We
plan to rely upon patents, trademarks, copyright and trade secret protection, as well as non-disclosure agreements and invention
assignment agreements with our employees, consultants and third parties, to protect our confidential and proprietary information.
Significant elements of our intended products and services are based on unpatented trade secrets and know-how that are not publicly
disclosed. In addition to contractual measures, we try to protect the confidential nature of our proprietary information using
physical and technological security measures. Such measures may not, for example, in the case of misappropriation of a trade secret
by an employee or third party with authorized access, provide adequate protection for our proprietary information. Our security
measures may not prevent an employee or consultant from misappropriating our trade secrets and providing them to a competitor,
and recourse we take against such misconduct may not provide an adequate remedy to protect our interests fully. Enforcing a claim
that a party illegally disclosed or misappropriated a trade secret can be difficult, expensive and time-consuming, and the outcome
is unpredictable. In addition, trade secrets may be independently developed by others in a manner that could prevent legal recourse
by us. If any of our confidential or proprietary information, such as our trade secrets, were to be disclosed or misappropriated,
or if any such information was independently developed by a competitor, our competitive position could be harmed.
We
may infringe the intellectual property rights of others, which may prevent or delay our product development efforts and stop us
from commercializing or increase the costs of commercializing our intended products and services.
Our
commercial success depends significantly on our ability to operate without infringing the patents and other intellectual property
rights of third parties. For example, there could be issued patents of which we are not aware that our products infringe. There
also could be patents that we believe we do not infringe, but that we may ultimately be found to infringe. Moreover, patent applications
are in some cases maintained in secrecy until patents are issued. The publication of discoveries in the scientific or patent literature
frequently occurs substantially later than the date on which the underlying discoveries were made and patent applications were
filed. Because patents can take many years to issue, there may be currently pending applications of which we are unaware that
may later result in issued patents that our products infringe. For example, pending applications may exist that provide support
or can be amended to provide support for a claim that results in an issued patent that our product infringes.
Our
software is built upon open-sourced code and platforms. Nevertheless, there is a risk a third party may assert that we are employing
their proprietary technology without authorization. If a court held that any third-party patents are valid, enforceable and cover
our products or their use, the holders of any of these patents may be able to block our ability to commercialize our products
unless we obtained a license under the applicable patents, or until the patents expire. We may not be able to enter into licensing
arrangements or make other arrangements at a reasonable cost or on reasonable terms. Any inability to secure licenses or alternative
technology could result in delays in the introduction of our products or lead to prohibition of the manufacture or sale of products
by us.
Risks
Related to Ownership of Our Common Stock
The
price of our Common Stock may be volatile and may be influenced by numerous factors, some of which are beyond our control
.
Factors
that could cause volatility in the market price of our Common Stock include, but are not limited to:
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actual
or anticipated fluctuations in our financial condition and operating results;
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actual
or anticipated changes in our growth rate relative to our competitors;
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commercial
success and market acceptance of UBI;
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success
of our competitors in discovering, developing or commercializing products;
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strategic
transactions undertaken by us;
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additions
or departures of key personnel;
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prevailing
economic conditions;
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disputes
concerning our intellectual property or other proprietary rights;
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sales
of our Common Stock by our officers, directors or significant stockholders;
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future
sales or issuances of equity or debt securities by us;
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business
disruptions caused by earthquakes, tornadoes or other natural disasters; and
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issuance
of new or changed securities analysts’ reports or recommendations regarding us.
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In
addition, the stock markets in general have experienced extreme volatility that has been often unrelated to the operating performance
of the issuer. These broad market fluctuations may negatively impact the price or liquidity of our Common Stock. In the past,
when the price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation
against the issuer. If any of our stockholders were to bring such a lawsuit against us, we could incur substantial costs defending
the lawsuit and the attention of our management would be diverted from the operation of our business.
UBI
Blockchain Internet LTD, a hong Kong Company controls 99.2% OF THE TOTAL VOTING POWER OF OUR CAPITAL that will allow them to control
the Company.
As
of August 31, 2017, UBI Blockchain Internet LTD., a Hong Kong Company, beneficially owned by Tony Liu, our CEO, controls approximately
99.2% of the total voting power of our outstanding capital stock. As a result, UBI Blockchain Internet LTD. will have the ability
to control substantially all matters submitted to our stockholders for approval including:
a)
election of our board of directors;
b)
removal of any of our directors;
c)
amendment of our Articles of Incorporation or bylaws; and
d)
adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination
involving us.
As
a result of its ownership UBI Blockchain Internet LTD, the Hong Kong company has the ability to influence all matters requiring
shareholder approval, including the election of directors and approval of significant corporate transactions. In addition, the
future prospect of sales of significant amounts of shares held by UBI Blockchain Internet LTD, the Hong Kong company could affect
the market price of our common stock if the marketplace does not orderly adjust to the increase in shares in the market and the
value of your investment in the Company may decrease. UBI Blockchain Internet LTD, the Hong Kong company’s stock ownership
may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn
could reduce our stock price or prevent our stockholders from realizing a premium over our stock price
Our
Common Stock is or may become subject to the “penny stock” rules of the SEC and the trading market in the securities
is limited, which makes transactions in the stock cumbersome and may reduce the value of an investment in the stock.
Rule
15g-9 under the Exchange Act establishes the definition of a “penny stock,” for the purposes relevant to us, as any
equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject
to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer
approve a person’s account for transactions in penny stocks; and (b) the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.
In
order to approve a person’s account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information
and investment experience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks
are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating
the risks of transactions in penny stocks.
The
broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating
to the penny stock market, which, in highlight form: (a) sets forth the basis on which the broker or dealer made the suitability
determination; and (b) confirms that the broker or dealer received a signed, written agreement from the investor prior to the
transaction. Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock”
rules. If our Common Stock is or becomes subject to the “penny stock” rules, it may be more difficult for investors
to dispose of our Common Stock and cause a decline in the market value of our Common Stock.
Disclosure
also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the
commissions payable to both the broker or dealer and the registered representative, current quotations for the securities and
the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have
to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in
penny stocks.
BECAUSE
WE DO NOT INTEND TO PAY ANY CASH DIVIDENDS ON OUR COMMON STOCK, OUR STOCKHOLDERS WILL NOT BE ABLE TO RECEIVE A RETURN ON THEIR
SHARES UNLESS THEY SELL THEM.
We
intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any
cash dividends on our common stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive
a return on their shares unless they sell them. There is no assurance that stockholders will be able to sell shares when desired.
FUTURE
SALES OF SHARES BY EXISTING CONTROLLING STOCKHOLDERS COULD CAUSE OUR STOCK PRICE TO DECLINE, FURTHER, CERTAIN SHARES OF OUR COMMON
STOCK ARE RESTRICTED FROM IMMEDIATE RESALE.
If
our existing controlling stockholder sell, or indicate an intention to sell, substantial amounts of our common stock in the public
market, the trading price of our common stock could decline. As of August 31, 2017, we have 30,717,046 Class A Common Shares issued
and outstanding. If in the future, he decides to sell his shares or if it is perceived that they will be sold, to the extent permitted
by the Rules 144 and 701 under the Securities Act, the trading price of our common stock could decline.
We
have authorized and unissued shares OF Class A, B and C COMMON stock that may be issued in the future, which would dilute
your ownership in the Company.
Our
authorized capital stock currently consists of 2,000,000,000 shares of common stock, $0.001 par value per share. The Company’s
shares structure currently consists of 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. As of August 31, 2017 there are 30,717,046 shares of our Class A Common Stock
issued and outstanding; 6,000,000 shares of our Class B Common Stock issued and outstanding; and 73,400,000 shares of our Class
B Common Stock issued and outstanding. The Board of Directors has a great deal of discretion, in the future, to issue more shares
in each Class, without shareholder approval. The issuance of more shares of any Class would dilute your ownership
in the Company, which would mean your percent of ownership in the Company would decrease.
HOLDERS
OF OUR COMMON STOCK HAVE A RISK OF POTENTIAL DILUTION IF WE ISSUE ADDITIONAL SHARES OF COMMON STOCK IN THE FUTURE.
Although
our Board of Directors intends to utilize its reasonable business judgment to fulfill its fiduciary obligations to our then existing
stockholders in connection with any future issuance of our common stock, the future issuance of additional shares of our common
stock would cause immediate, and potentially substantial, dilution to the net tangible book value of those shares of common stock
that are issued and outstanding immediately prior to such transaction. Any future decrease in the net tangible book value of our
issued and outstanding shares could have a material effect on the market value of the shares.
THE
PRICE OF OUR CLASS C COMMON STOCK OFFERED IN THE OFFERING HAS BEEN ARBITRARILY ESTABLISHED BY OUR MANAGEMENT.
The
offering price has been arbitrarily determined by our management and bears no relationship to assets, earnings, or any other valuation
criteria. No assurance can be given that the shares offered hereby will have a market value or that they may be sold at this,
or at any price. This is especially the case if an investment in our company results in a stock price as determined by the market
less than our initial offering. In that case, shares in our company could be purchased in the open market below our initial offering
price. This would result in a loss of money for any investors in this offering.
LOW-PRICED
STOCKS MAY AFFECT THE RESELL OF OUR SHARES.
Penny
Stock Regulation Broker-dealer practices in connection with transactions in “Penny Stocks” are regulated by certain
penny stock rules adopted by the Securities and Exchange Commission. Penny stocks generally are equity securities with a price
of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system).
The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to
deliver a standardized risk disclosure document that provides information about penny stocks and the risk associated with the
penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market
value of each penny stock held in the customer’s account. In addition, the penny stock rules generally require that prior
to a transaction in a penny stock; the broker-dealer must make a written determination that the penny stock is a suitable investment
for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have
the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock
rules. Therefore, the Company’s stock will become subject to the penny stock rules and investors may find it more difficult
to sell their securities, should they desire to do so.