UBIA UBI BlockChain Internet Ltd (CE)

Item 3.02 Unregistered Sales of Equity Securities

The Board of Directors of UBI Blockchain Internet LTD, (“the Company” or “the Registrant”), by unanimous written consent approved the issuance of 82,000 unregistered restricted Class A common stock.

We agreed to issue 82,000 shares of our unregistered restricted Class A common stock, with piggyback registration rights in exchange for legal services from the Law Firm of T. J. Jesky. The shares were issued by Empire Stock Transfer, our authorized stock transfer agent, on October 2, 2017 as follows: i) 33,000 shares to T. J. Jesky, Esq.; ii) 39,000 shares to Mark DeStefano, Business Affairs Manager for the law firm; iii) 5,000 shares to John P. O’Shea; a business consultant for the law firm and iv) 5,000 shares to Jennifer L. O’Shea, a business consultant for the law firm.

Before the four individual shareholders received their unregistered restricted securities, they were known to us and our management, through pre-existing business relationships. We did not engage in any form of general solicitation or general advertising in connection with this transaction. The four individual 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 shares of common stock issued contained a legend restricting transferability absent registration or applicable exemption.

We relied upon Section 4(2) of the Securities Act for the offer and sale. We 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.