UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark one)

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended ~~May~~November 3130, 2017

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File Number: 0-54236

UBI Blockchain Internet Ltd.

(Exact name of registrant as specified in its charter)

Nevada		27-3349143
(State or Other Jurisdiction		(I.R.S. Employer
of Incorporation or Organization)		Identification No.)

Unit 03, Level 9, Core F, Smart Space,

Block 3, 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)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ X] No [ ] ~~Not Applicable~~

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer [ ]

Accelerated filer [ ]

Non-accelerated filer [ ]

Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section S 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [X]

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of ~~July~~January 1416, ~~2017~~2018, there were 30,~~717~~799,046 ~~Series~~Class A shares of common stock, par value $0.001; 6,000,000 ~~Series~~Class B shares of common stock, par value $0.001, and 73,400,000 ~~Series~~Class C shares of common stock, par value $0.001 of the registrant issued and outstanding.

Table of Contents

UBI Blockchain Internet Ltd.

Index to Form 10-Q

For the Quarterly Period Ended ~~May~~November 3130, 2017

	Page
PART I - FINANCIAL INFORMATION	3
Item I. Financial Statements	3
Balance Sheets as of May 31, 2017 (Unaudited) and August 31, 2016	3
Balance Sheets as of November 30, 2017 (Unaudited) and August 31, 2017	3
Statements of Operations for the Three Months and Nine Months Ended May 31, 2017 and May 31, 2016 (Unaudited)	4
Statements of Operations for the Three Months Ended November 30, 2017(Unaudited)	4
Statements of Cash Flows for the Nine Months Ended May 31, 2017 and May 31, 2016 (Unaudited)	5
Statements of Cash Flows for the Three Months Ended November 30, 2017 and November 30, 2016 (Unaudited)	5
Notes to Financial Statements (Unaudited)	6
Item 2. - Management’s Discussion and Analysis of Financial Condition and Results of Operations	1615
Results of Operations	2524
Item 3. Quantitative and Qualitative Disclosures about Market Risk	2725
Item 4T. Controls and Procedures	2725
PART II. OTHER INFORMATION	3028
Item 1 — Legal Proceedings	3028
Item 1A - Risk Factors	3028
Item 2 — Unregistered Sales of Equity Securities and Use of Proceeds	3028
Item 3 — Defaults Upon Senior Securities	3028
Item 4 — Submission of Matters to a Vote of Security Holders	3028
Item 5 — Other Information	3028
Item 6 – Exhibits	3129
SIGNATURES	3230

PART I - FINANCIAL INFORMATION

UBI Blockchain Internet, Ltd.

(Formerly JA Energy)

~~Balance~~Consolidated Balance Sheets

	May 31,			August 31,
	November 30, 2017			August 31, 2017
	2017			2016
	(Unaudited)
	(Unaudited)			(Audited)
Assets
ASSETS
Current Assets
Current portion of prepaid stock-based salaries and consulting fees	$	1,658,333		$	-
Cash	$	63,006		$	15,406
Prepaid expenses		3,000			-
Current portion of prepaid stock-based salaries and consulting fees		880,000			1,300,000
Total current assets		1,6661,333			-
Other receivable		5,000			-
Office Equipment, net of accumulated depreciation		6,045			-
Total Current Assets		948,006			1,315,406
Non-current portion of prepaid stock-based salaries and consulting fees		740,000			-
Office equipment, net of accumulated depreciation		15,790			17,950
Total assets	$	2,407,378		$	-
Other Assets
LIABILITIES AND STOCKHOLDERS’ EQUITY
Non-current portion of prepaid stock-based salaries and consulting fees		308,333			493,333
Current liabilities
Website development costs		91,675			92,035
Accounts payable and accrued liabilities	$	20,131		$	68,419
Total Other Assets		400,008			585,368
Advances from former related party		-			26,981
Total Assets	$	1,363,804		$	1,918,724
Due to related parties		333,169			-
Liabilities and Stockholders’ Equity (Deficit)
Bank overdraft		-			1,202
Current liabilities:
Note payable - former related party		-			50,000
Accounts payable and accrued liabilities	$	125,004		$	71,425
Total current liabilities		353,300			146,602
Due to related party		804,835			514,081
Total liabilities		353,300			146,602
Total current liabilities		929,839			585,506
Stockholders’ equity
Total liabilities		929,839			585,506
Preferred stock, $0.001 par value, 5,000,000 shares authorized, 0 and 1,000,000 shares issued and outstanding as of’ May 31, 2017 and August 31, 2016, respectively		-			1,000
Stockholders’ Equity (Deficit):
Class A common stock, $0.001 par value, 1,000,000,000 shares authorized, 30,717,046 and 217,046 shares issued and outstanding as of May 31, 2017 and August 31, 2016, respectively		30,717			217
Preferred Stock: $0.001 par value, 5,000,000 shares authorized, 0 and 0 shares issued and outstanding as of November 30, 2017 and August 31, 2017, respectively		-			-
Class B common stock, $0.001 par value, 500,000,000 shares authorized, 6,000,000 shares issued and outstanding as of May 31, 2017		6,000
Class A common stock, $0.001 par value, 1,000,000,000 shares authorized, 30,799,046 and 30,717,046 shares issued and outstanding as of November 30, 2017 and August 31, 2017, respectively		30,799			30,717
Class C common stock, $0.001 par value, 500,000,000 shares authorized, 48,400,000 shares issued and outstanding as of May 31, 2017		48,400
Class B common stock, $0.001 par value, 500,000,000 shares authorized, 6,000,000 and 6,000,000 shares issued and outstanding as of November 30, 2017 and August 31, 2017, respectively		6,000			6,000
Additional paid-in capital		7,555,784			4,315,919
Class C common stock, $0.001 par value, 500,000,000 shares authorized, 73,400,000 and 73,400,000 shares issued and outstanding as of November 30, 2017 and August 31, 2017, respectively		73,400			73,400
Additional paid in capital		7,811,721			7,475,931
Stock subscription payable		90,521			90,521
Accumulated deficit		(5,677,344	)		(4,554,259	)
Accumulated other comprehensive income		(710	)		75
Total stockholders’ equity		2,054,078			(146,602	)
Accumulated deficit		(7,577,766	)		(6,343,426	)
Total liabilities and stockholders’ equity	$	2,407,378		$	-
Total stockholders’ equity (deficit)		433,965			1,333,218
Total liabilities and Stockholders’ Equity (Deficit)	$	1,363,804			1,918,724

The accompanying notes are an integral part of these consolidated financial statements.

UBI Blockchain Internet, Ltd.

(Formerly JA Energy)

~~Statements~~Consolidated Statements of Operations

~~(Unaudited)~~For the Three Months Ended

	For the three months			For the three months			For the nine months			For the nine months
	November 30, 2017			November 30, 2016
	ended			ended			ended			ended
	(Unaudited)			(Unaudited)
	May 31, 2017			May 31, 2016			May 31, 2017			May 31, 2016
Revenue	$	-		$	-
Operating expenses:
Operating Expenses:
Salaries (including stock - based compensation of $72,500, $0, $120,833 and $0 respectively)	$	190,701			-		$	370,270		$	-
Employee compensation (including stock-based compensation of $72,500 and $0, respectively)		263,963			-
Consulting fees (including stock - based compensation of $409,167, $0, $640,834 and $0 respectively)		409,167			-			665,834			-
Consulting fees (including stock-based compensation of $532,500 and $0, respectively		532,500			25,000
Legal and professional fees		53,652						93,168			-
Depreciation		2,119
Depreciation		318						318			-
Professional fees (including stock-based compensation of $335,872 and $0, respectively)		343,872			31,369
Other general and administrative		14,831			10,573			41,070			35,854
Occupancy		16,621			-
Total operating expenses		668,669			10,573			1,170,660			35,854
Other		64,449			19,500
Other income (expenses):
Total Operating Expenses		1,223,524			75,869
Gain on settlement of bank overdraft					-			572			-
Loss from Operations		(1,223,524	)		(75,869	)
Gain on settlement of accounts payable and accrued liabilities					-			47,003			-
Other Income (Expenses)
Total other income (expenses)					-			47,575			-
Interest expense - related party		(10,826	)		-
Net income (loss)	$	(668,669	)		(10,573	)	$	(1,123,085	)	$	(35,854	)
Gain on foreign currency exchange		10			-
Net loss per share of Class A and Class C common stock – basic and diluted	$	(0.01	)		(0.05	)	$	(0.03	)	$	(0.17	)
Gain on settlement of bank overdraft		-			572
Weighted average number of Class A and Class C common shares outstanding - basic and diluted		75,772,480			217,046			41,424,290			217,046
Total Other Income (Expenses) - net		(10,816	)		572
Net Loss		(1,234,340	)		(75,297	)
Other comprehensive income (loss):
Foreign exchange translation adjustment		(785	)		-
Comprehensive Loss	$	(1,235,125	)	$	(75,297	)
Net Loss per share of Class A, Class B, and Class C Common Stock
Basic and Diluted	$	(0.01	)	$	(0.00	)
Weighted Average Number of Class A, Class B, and Class C Common Shares
Basic and Diluted		110,214,181			30,464,249

The accompanying notes are an integral part of these consolidated financial statements.

UBI Blockchain Internet, Ltd.

(Formerly JA Energy)

~~Statements~~Consolidated Statements of Cash Flows

~~(Unaudited)~~For the Three Months Ended

	For the nine months			For the nine months
	November 30, 2017			November 30, 2016
	ended			ended
	(Unaudited)			(Unaudited)
	May 31, 2017			May 31, 2016
Cash Flows from Operating Activities
OPERATING ACTIVITIES
Net Loss	$	(1,234,340	)	$	(75,297	)
Net income (loss)	$	(1,123,085	)	$	(35,854	)
Adjustments to reconcile net loss to net cash used by operating activities:
Adjustments to reconcile net income (loss) to net cash used by operating activities
Depreciation expense		2,119			-
Stock-based salaries and consulting fees		761,667			-
Stock-based compensation - employees		72,500			-
Depreciation		318			-
Stock-based compensation - consulting fees		532,500			-
Gain on settlement of bank overdraft		(572	)		-
Stock-based compensation - professional fees		335,872			-
Gain on settlement of accounts Payable and accrued liabilities		(47,003	)		-
Gain on settlement of bank overdraft		-			(572	)
Changes in operating assets and liabilities:
Prepaid expenses		(3,000	)		(1,500	)
Increase in prepaid expense		(5,000	)		(9,000	)
Bank overdraft		(630	)		-
Increase (decrease) in accounts payable and accrued liabilities		53,632			(1,285	)
Accounts payable and accrued liabilities		(1,285	)		24,419
Increase (decrease) in bank overdraft		-			(630	)
Net cash used by operating activities		(413,590	)		(12,935	)
Increase in interest payable to related party		10,824			-
INVESTING ACTIVITIES
Net cash used by operating activities		(231,893	)		(86,784	)
Purchases of office equipment		(6,363	)		-
Cash Flows from investing activities		-			-
Net cash used by operating activities		(6,363	)		-
Cash Flows from financing activities
FINANCING ACTIVITIES
Advances from former related party		-			1,285
Due to related parties		333,169			-
Repayments to former related party		-			(28,266	)
Advances from former - related party		(26,981	)		12,935
Due to related party		279,540
Repayment of note payable to former related party		~~(50,000~~-	)		-(50,000	)
Buyback of preferred stock		~~(33,735~~-	)		-(33,735	)
Proceeds from sale of common stock - net		~~180,000~~-			-180,000
Contributed capital		~~17,500~~-			-17,500
Net cash provided by financing activities		~~419~~279,~~953~~540			1286,~~935~~784
NET CHANGE IN CASH		-			-
Effect of exchange rate on cash		(47	)		-
CASH AND CASH EQUIVALENTS -
Net Increase (Decrease) in Cash		47,600			-
BEGINNING OF PERIOD		-			-
Cash and cash equivalents at beginning of period		15,406			-
END OF PERIOD	$	-		$	-
Cash and cash equivalents at end of period	$	63,006		$	-
SUPPLEMENTAL CASH FLOW INFORMATION:
Supplemental Cash Flow Information:
Income taxes paid	$	-		$	-
Interest paid	$	-		$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Non-cash Investing and Financing Activities:
Issuance of 8,400,000 shares of Class C common stock to 7 employees and 38 consultants on April 3, 2017 charged to prepaid stock based salaries and consulting fees	$	1,680,000		$	-
Issuance of 500,000 shares of Class A common stock to consultant on May 1, 2017 charged to prepaid stock based salaries and consulting fees	$	1,480,000		$	-

The accompanying notes are an integral part of these consolidated financial statements.

UBI ~~Blockchain~~BLOCKCHAIN ~~Internet~~INTERNET ~~Ltd~~LTD.

(~~Formerly~~FORMERLY JA ~~Energy~~ENERGY)

~~Notes~~NOTES toTO ~~Financial~~CONSOLIDATED ~~Statements~~FINANCIAL STATEMENTS

~~Three~~FOR ~~and~~THE ~~Nine~~THREE ~~Months~~MONTHS ~~Ended~~ENDED ~~May~~NOVEMBER 3130, 2017 ~~and~~AND 2016 (UNAUDITED)

(Unaudited)

NOTE 1 – ABOUT THE COMPANY

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,~~In atNovember ~~the~~2014, ~~time~~Reshoot ofdividended ~~spin~~its ~~off~~shares ~~was~~of ~~listed~~JA onEnergy ~~the~~to ~~Over-~~the- ~~Counter~~then ~~Bulletin~~stockholders ~~Board~~of Reshoot. On November 21, 2016, the Company reincorporated in Delaware under the name UBI Blockchain Internet Ltd.

On September 30, 2014, the Board of Directors passed a resolution to form a new company called Peak Energy Holdings (Peak) with each shareholder in the Company receiving one share of common of Peak for each share of common stock in the Company and one share of preferred stock of Peak for each share of preferred stock of the Company.

On November 9, 2014, JA Energy (the “Company”) entered into an Irrevocable Asset and Liability Exchange Agreement (the “Agreement”). The Agreement dealt with the dividend spin-off of JA Energy’s wholly owned subsidiary, Peak Energy Holdings. At the JA Energy annual shareholder meeting, held on September 30, 2014, the shareholders of the Company approved the transfer of all of the assets and liabilities of the Parent into a wholly owned subsidiary. The subsidiary had the same characteristics and number of authorized and issued shares as the Parent, whereby all Preferred and Common shareholders in the Parent received a pro-rata stock dividend in the subsidiary that is equal to the number of shares they owned in the Parent on a one-for-one (1:1) basis. The major shareholders of the Company entered into a separate agreement with regards to the dividend spin-off. They agreed to and put into effect the following points upon the dividend spin-off of the Peak Energy Holdings from JA Energy:

● Mr. James Lusk (the largest debtor of JA Energy) transferred all assets and liabilities, as of March 31, 2014, from JA Energy to the Subsidiary to the extent legally assignable. ● Two of the major shareholders in JA Energy transferred all ownership of their Preferred and Common stock held in the subsidiary to Mr. James Lusk. ● Mr. James Lusk transferred all of the common stock ownership he owned and controlled in JA Energy to the major shareholders. ● Mr. James Lusk provided a notarized signed letter addressed to the Company and auditor that he agreed to transfer all assets and liabilities, as of March 31, 2014, from the Parent to the Subsidiary to the extent legally assignable. ● JA Energy warranted that any new liabilities incurred on the books of JA Energy after April 1, 2014 would not be transferred to the subsidiary.

● JA Energy represented and warranted that there were no liabilities, actual or contingent, created in the subsidiary. Prior to the effective time of the transfer, the subsidiary would have no assets nor liabilities. ● JA Energy warranted that since April 1, 2014, with the exception of the preferred voting shares, no other shares were issued, awarded or pledged to be issued. The number of common shares issued and outstanding in JA Energy at March 31, 2014 were the same number of the shares issued at the date of transfer. ● Upon the completion of the transfer of assets and liabilities, shares were exchanged and the subsidiary was divested from JA Energy and now operates independent as a separate entity of JA Energy with its own management; ● Mr. James Lusk took control of Peak Energy Holdings, independent of JA Energy. ● All Parties indemnified and held harmless the other Parties from and against any and all losses, damages, liabilities, resulting or arising from these transactions.

The Agreement did not affect any other shareholders in the Company who maintained their share ownership of JA Energy, and have pro-rata ownership in Peak Energy Holdings following the dividend spin-off.

On September 15, 2016, the Company, with the approval of the Board of Directors agreed to issue 30,000,000 shares of unregistered restricted Class A Common Stock, 6,000,000 shares of unregistered restricted Class B Voting Common Stock, which carries a voting weight equal to ten (10) Common Shares, and 40,000,000 shares of unregistered restricted Class C Common Stock to UBI Blockchain Internet, LTD (“UBI Hong Kong”), a Hong Kong company, or assigns in exchange for $200,000. On September 26, 2016, pursuant to NRS 78.1955, the Board of Directors approved the filing of a Certificate of Designation with the Nevada Secretary of State to designate Class A, B and C common shares, par value $0.001. Concurrently with the filing of this Certificate of Designation, all Common Stock issued and outstanding became Class A Common Stock. Class B Common Stock carries a voting weight equal to ten (10) Common Shares. The Class B shares can be converted into fully paid and non-assessable Common Shares, on a one-to-one basis, at the option of the holder at any time upon written notice to the Company and its authorized transfer agent. Class C Common Stock has no voting rights. Upon the conversion or other exchange of all outstanding shares of Class B Common Stock into or for shares of Class A Common Stock, all shares of Class C Common Stock shall be automatically, without further action by any holder thereof, converted into an identical number of fully paid and non-assessable shares of Class A Common Stock on the date fixed therefore by the Board of Directors that is no less than sixty-one days and no more than one hundred and eighty days following such conversion or exchange.

On October 7, 2016, the 30,000,000 Class A shares and 6,000,000 Class B shares were issued.

On ~~October 7, 2016, the 30,000,000 Class A shares and 6,000,000 Class B shares were issued. On~~ November 21, 2016, the Company reincorporated in Delaware under the name UBI Blockchain Internet Ltd. and increased the number of authorized shares from 75,000,000 to 200,000,000 shares consisting of 130,000,000 authorized shares of Class A Common Stock, 6,000,000 authorized shares of Class B Common Stock and 64,000,000 authorized shares of Class C Common Stock. On March 1, 2017, the 40,000,000 shares of Class C common stock were issued. All of the preceding shares were issued in reliance on the exemption under Section 4(2) of the Securities Act of 1933, as amended (the “Act”) and were issued under Regulation S to one (1) foreign entity who attested it is an accredited investor who is not a citizen or a resident of the USA.

On January 3, 2017, the Company appointed four new directors, accepted the resignations of its two former directors and appointed Tony Liu (who controls UBI Hong Kong) as Chief Executive Officer of the Company.

Commencing in the three months ended February 28, 2017, the Company started research activities in Hong Kong relating to “blockchain” technology planned to be provided for future customers.

On March 1, 2017, the Company issued 40,000,000 shares of Class C common stock to our chief executive officer Tony Liu pursuant to the September 15, 2016 agreement (see above).

On April 3, 2017, the Company issued a total of 8.400,000 shares of Class C common stock to a total of 45 contractor employees and nonemployees (see Note 56).

On May 1, 2017, the Company issued 500,000 restricted shares of Class A common stock to an independent consultant for consulting services to be performed for the Company (see Note 56).

On May 24, 2017, the Company increased 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).

On August 29, 2017, upon the approval of the acquisition by the related PRC authorities, the Company issued a total of 25,000,000 shares of Class C common stock to shareholders of Shenzhen Nova E-commerce, Ltd. (“Nova”) in exchange for control of the business of Nova (see Notes 4 and 6).

NOTE 2 - GOING CONCERN

~~These~~The accompanying financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. ~~The~~ ~~Company~~At ~~has~~November an30, ~~accumulated~~2017, ~~deficit~~the ~~since~~Company ~~inception~~had cash of $563,~~677,344.~~006 ~~The~~and ~~Company~~current ~~has~~liabilities ~~not~~of ~~generated~~$929,839. ~~any~~For ~~meaningful~~the ~~revenues~~three tomonths ~~date,~~ended ~~and~~November ~~its~~30, ~~ability~~2017, tothe ~~continue~~Company asincurred a ~~going~~net ~~concern~~loss ~~is contingent upon the successful completion~~ of ~~additional financing arrangements and its ability to achieve and maintain profitable operations~~$1,234,340. ~~Management~~These ~~plans~~conditions to raise ~~equity~~substantial ~~capital~~doubt toabout ~~finance~~ the ~~operating~~Company’s ~~and~~ability ~~capital~~to ~~requirements~~continue ofas ~~the Company. As described above, there was~~ a ~~change~~going ~~in control of the Company in October 2016~~concern.

~~These~~The ~~conditions raise substantial doubt about the~~ Company’s ability to continue as a going concern. ~~These~~is ~~financial~~contingent ~~statements~~upon the successful completion of additional financing arrangements doand ~~not~~its ~~include~~ability ~~any~~to ~~adjustments~~achieve ~~relating~~and maintain profitable operations. Management plans to ~~the~~raise ~~recoverability~~equity capital to finance the operating and ~~classification~~capital requirements of ~~recorded~~the ~~asset~~Company. ~~amounts,~~As ordescribed ~~amounts~~above, ~~and~~there ~~classification of~~was ~~liabilities~~a ~~that~~change ~~might~~in ~~result~~control ~~from~~of the ~~outcome~~Company ofin ~~this~~October ~~uncertainty~~2016.

8The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from the outcome of this uncertainty.

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES

The relevant accounting policies are listed below.

Interim Financial Statements

The consolidated balance sheet for the Company at the end of the preceding fiscal year has been derived from the audited balance sheet and notes thereto contained in the Company’s annual report on Form 10-K for the fiscal year ended August 31, 2017 and is presented herein for comparative purposes. All other financial statements are unaudited. In the opinion of management, all adjustments, which include only normal recurring adjustments necessary to present fairly the financial position, results of operations and cash flows for all period presented, have been made. The results of operations for the interim periods presented are not necessarily indicative of the operating results for the respective full years.

Certain footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) have been omitted in accordance with the published rules and regulations of the Securities and Exchange Commission (“SEC”). These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s annual report on Form 10-K for the fiscal year ended August 31, 2017 filed with the SEC on December 07, 2017.

Basis of Accounting

The basis is United States generally accepted accounting principles.

~~Interim~~Principles ~~Financial~~of ~~Statements~~Consolidation

The accompanying consolidated ~~balance~~financial ~~sheet~~statements ~~for~~include the ~~Company~~accounts ~~at the end~~ of ~~the~~UBI ~~preceding~~Blockchain ~~fiscal~~Internet ~~year~~Ltd. ~~has~~and ~~been~~its ~~derived~~wholly ~~from~~owned ~~the~~subsidiary Shenzhen ~~audited~~Nova ~~balance~~E-commerce, ~~sheet and~~Ltd. ~~notes~~(“Nova”) ~~thereto~~from ~~contained~~the indate ~~the~~of ~~Company’s~~acquisition ~~annual~~of ~~report~~Nova on ~~Form 10-K for the fiscal year ended~~ August 3129, ~~2016~~2017 ~~and~~(see ~~is presented~~Note ~~herein for comparative purposes~~4). All ~~other financial statements are unaudited. In the opinion of management, all adjustments,~~ ~~which~~intercompany ~~include~~accounts ~~only normal recurring adjustments necessary to present fairly the financial position, results of operations~~ and ~~cash~~ ~~flows~~transactions ~~for all period presented,~~ have been ~~made.~~eliminated ~~The~~in ~~results of operations for the interim periods presented are not necessarily indicative of the operating results for the respective full years~~consolidation.

~~Certain~~Earnings ~~footnote~~per disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) have been omitted in accordance with the published rules and regulations of the Securities and Exchange Commission (“SEC”). These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s annual report on Form 10-K for the fiscal year ended August 31, 2016 filed with the SEC on December 14, 2016.Share

~~Earnings~~The basic earnings (loss) per ~~Share~~share of Class A, Class B and Class C common stock is calculated by dividing the Company’s net income (loss) available to Class A, Class B and Class C common shareholders by the weighted average number of Class A, Class B and Class C common shares issued and outstanding during the period. The diluted earnings (loss) per share of Class A, Class B and Class C common stock is calculated by dividing the Company’s net income (loss) available to Class A, Class B and Class C common shareholders by the diluted weighted average number of Class A, Class B and Class C shares outstanding during the period. The diluted weighted average number of Class A, Class B and Class C shares outstanding is the basic weighted number of Class A, Class B, and Class C shares adjusted as of the first of the period for any potentially dilutive debt or equity (none for the periods presented).

The basic earnings (loss) per share of Class A and Class C common stock is calculated by dividing the Company’s net income (loss) available to Class A and Class C common shareholders by the weighted average number of Class A and Class C common shares issued and outstanding during the year. The diluted earnings (loss) per share of Class A and Class C common stock is calculated by dividing the Company’s net income (loss) available to Class A and Class C common shareholders by the diluted weighted average number of Class A and Class C shares outstanding during the year. The diluted weighted average number of Class A and Class C shares outstanding is the basic weighted number of Class A and Class C shares adjusted as of the first of the year for any potentially dilutive debt or equity. For the periods presented, the Class A and Class C common stock shares underlying the following dilutive securities were excluded from the calculation of diluted shares outstanding as the effect of their inclusion would be anti-dilutive:7

	For the three months ended May 31,				For the nine months ended May 31,
	2017		2016		2017		2016
Class B common stock		6,000,000		-		5,208,791		-
Total		6,000,000		-		5,208,791		-

Cash and Cash Equivalents

The Company considers all short-term investments with a maturity of three months or less at the date of purchase to be cash and cash equivalents.

Use of Estimates

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates.

Property and Equipment

Property and equipment is stated at cost less accumulated depreciation. Depreciation is calculated on the straight-line basis over the estimated useful lives of the respective assets. Expenditures for repairs and maintenance are expensed as incurred.

Website development costs

Website development costs are carried at cost less accumulated amortization. Website development costs will be amortized over an estimated economic life of 5 years commencing on the date that the website is placed in service.

At November 30, 2017, the expected future amortization expense of website development costs is:

Year ended November 30,		Amount
	2018	$	18,335
	2019		18,335
	2020		18,335
	2021		18,335
	2022		18,335
	Total	$	91,675

Foreign Currency Translation

The reporting currency and functional currency of the Company is the United States Dollar ~~and the accompanying financial statements are expressed in United States Dollars~~.

~~Transactions~~The ~~denominated~~functional incurrency ~~currencies~~of ~~other~~Nova ~~than~~is the ~~United~~Chinese ~~States~~Renminbi ~~Dollar~~ (~~principally~~“RMB”). ~~the~~Assets ~~Hong~~and ~~Kong~~liabilities ~~Dollar)~~of Nova are translated ininto United ~~States~~ ~~Dollars~~States dollars at ~~the~~period-end exchange rates ~~prevailing~~($1.00 at= ~~the~~6.6147 ~~dates~~RMB ofat ~~the~~November ~~transactions~~30, 2017). ~~Exchange~~Nova ~~gains~~revenues and ~~losses,~~expenses ~~which~~are ~~were~~translated into ~~not~~United ~~significant in~~States dollars at weighted average exchange rates ($1.00 = 6.6058 for the ~~nine~~three months ended ~~May~~November 3130, 2017). ~~and~~Resulting translation ~~May~~adjustments ~~31,~~are ~~2016~~recorded ~~are~~as ~~reflected~~a incomponent of accumulated other comprehensive income (loss) within stockholders’ equity.

Transactions denominated in currencies other than the functional currency (principally the Hong Kong Dollar) are translated at the exchange rates prevailing at the dates of the transactions. Exchange gains and losses, which were not significant for the three months ended November 30, 2017 and 2016 were reflected in income.

Income Taxes

The provision for income taxes is the total of the current taxes payable and the net of the change in the deferred income taxes. Provision is made for the deferred income taxes where differences exist between the period in which transactions affect current taxable income and the period in which they enter into the determination of net income in the financial statements.

Revenue recognition

The Company recognizes revenue from services and product sales once all the following criteria for revenue recognition have been met: pervasive evidence that an agreement exists; the services or products have been ~~rendered~~delivered; the fee is fixed and determinable and not subject to refund or adjustment; and collection of the amount due is reasonably assured. For the periods presented, the Company had no revenues.

Stock-Based Compensation

The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, “Compensation - Stock Compensation,” which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The Company does not have an employee stock option plan.

10The Company follows ASC topic 505-50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for stock issued to consultants and other non-employees. In accordance with ACS Topic 505-50, the stock issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the stock, whichever can be more clearly determined. The fair value of the equity instrument is charged directly to expense over the period during which services are rendered.

The Company follows ASC topic 505-50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for stock issued to consultants and other non-employees. In accordance with ACS Topic 505-50, the stock issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the stock, whichever can be more clearly determined. The fair value of the equity instrument is charged directly to consulting expense over the period during which services are rendered.

Year end

The Company’s fiscal year-end is August 31.

Reverse Stock Split

All references to numbers of shares of our common stock and per-share information in the accompanying financial statements have been adjusted retroactively to reflect the Company’s 1-for- 200 reverse stock split effected on January 20, 2016. The par value was not adjusted as a result of the reverse stock split.

Recent Accounting Pronouncements

~~The~~Certain ~~Company’s~~accounting ~~management~~pronouncements ~~has~~have ~~evaluated~~been ~~recently~~ issued ~~accounting~~by ~~pronouncements~~the ~~through~~FASB ~~May~~and ~~31,~~other ~~2017~~standard ~~and~~setting ~~concluded~~organizations ~~that~~which ~~they will~~are not yet effective and therefore have anot ~~material~~yet ~~effect~~been adopted by the Company. The impact on ~~future~~the Company’s financial ~~statements~~position and results of operations form adoption of these standards is not expected to be material.

NOTE 4 – ~~PREPAID~~ACQUISITION ~~STOCK~~OF ~~BASED~~NOVA ~~SALARIES~~E-COMMERCE, ~~AND CONSULTING FEES~~LTD.

~~Prepaid~~On ~~stock-based~~August ~~salaries~~29, ~~and~~2017, ~~consulting~~pursuant ~~fees~~to atan Acquisition Agreement dated May 3116, 2017, ~~consist~~the Company acquired 100% ownership of: Shenzhen Nova E-commerce, Ltd. (“Nova”) in exchange for 25,000,000 shares of Company Class C common stock. Nova is a Shenzhen Chinese corporation which was incorporated on May 26, 2016. Nova plans on operating an online store in China selling a wide range of products.

	Fair value of stock issuance (Note 5)		Prepaid balance at May 31, 2017
1,450,000 shares of Class C common stock issued to 7 employees on April 3, 2017 pursuant to service agreements with a service term of one year expiring December 31, 2017	$	290,000	$	169,167
6,950,000 shares of Class C common stock issued to 38 consultants on April 3, 2017 pursuant to service agreements with a service term of one year expiring December 31, 2017		1,390,000		810,833
500,000 shares of Class A common stock issued to a consultant on May 1, 2017 pursuant to Consulting Agreement dated April 28, 2017 with a service term of two years expiring April 30, 2019		1,480,000		1,418,333
Total	$	3,160,000		2,398,333
Current portion				(1,658,333	)
Non-current portion			$	740,000

The acquisition has been accounted for as a recapitalization transaction in the accompanying consolidated financial statements. Accordingly, the financial position and results of operations of Nova prior to the August 29, 2017 date of acquisition have been excluded from the accompanying consolidated financial statements.

11The carrying values of the assets and liabilities of Nova at the August 29, 2017 date of acquisition consisted of:

~~NOTE 5 - STOCKHOLDERS’ EQUITY~~9

Cash	$	-
Office equipment, net		13,628
Website development costs		92,035
Total assets		105,663

Accounts payable and accrued liabilities		24,651
Due to related party		135,865
Total liabilities		160,516

Excess of liabilities over assets	$	54,853

The following proforma information (unaudited) summarizes the results of operations for the three months ended November 30, 2016 as if Nova was acquired on May 26, 2016 (Nova’s date of inception). The pro forma information is not necessarily indicative of the results that would have been reported had the transaction actually occurred on May 26, 2016, not is it intended to project results of operations for any future period.

	Three Months Ended November 30, 2016
	(Unaudited)

Revenue	$	-

Operating expenses:
Employee compensation		49,366
Consulting fees		25,000
Professional fees		31,369
Marketing		134,637
Occupancy		43,309
Other		20,817
Total operating expenses		304,498
Loss from Operations		(304,498	)
Other Income (expenses):
Gain on settlement of bank overdraft		572
Net Loss	$	(303,926	)
Net Loss per share of Class A, Class B, and Class C common stock - basic and diluted	$	(0.01	)
Weighted average number of Class A, Class B, and Class C Common Shares outstanding - basic and diluted		55,464,249

NOTE 5 – PREPAID STOCK BASED SALARIES AND CONSULTING FEES

Prepaid stock-based salaries and consulting fees at November 30, 2017 and August 31, 2017 consist of:

	Fair value of stock issuance (Note 6)		Prepaid balance at November 30, 2017			Prepaid balance at August 31, 2017
1,450,000 shares of Class C common stock issued to 7 employees on April 3, 2017 pursuant to service agreements with a service term of one year expiring December 31, 2017	$	290,000	$	24,167		$	96,667
6,950,000 shares of Class C common stock issued to 38 consultants on April 3, 2017 pursuant to service agreements with a service term of one year expiring December 31, 2017		1,390,000		115,833			463,333
500,000 shares of Class A common stock issued to a consultant on May 1, 2017 pursuant to Consulting Agreement dated April 28, 2017 with a service term of two years expiring April 30, 2019		1,480,000		1,048,333			1,233,333
Total	$	3,160,000		1,188,333			1,793,333
Current portion				(880,000	)		(1,300,000	)
Non-current portion			$	308,333		$	493,333

At November 30, 2017, there was $1,188,333 of unrecognized compensation costs related to shares of Class A and Class C common stock issued to employees and non-employees pursuant to service agreements. These costs are expected to be recognized as expense in the years ended November 30, 2018 ($880,000) and November 30, 2019 ($308,333).

NOTE 6 - STOCKHOLDERS’ EQUITY

Pursuant to the September 15, 2016 change in control agreement (see Note 1), a representative of UBI paid into an attorney trust account $150,000 on September 14, 2016 and $67,500 on October 11, 2016, for a total of $217,500. The $217,500 consisted of $200,000 for the newly issued shares of Class A, Class B Voting, and Class C Common Stock and $17,500 for the payment of specific expenses.

Starting in December 2016, the Company engaged the services of a total of 45 employees and non-employees to perform certain marketing, research and development and investor relations services. The related agreements, which were executed in March 2017, provide for the contractors to work for the Company for terms ranging from September 2016 to January 1, 2017 to December 31, 2017 for compensation including the issuance of a total of 8,400,000 shares of Class C common stock (which occurred April 3, 2017). Of the 8,400,000 shares, 5,000,000 shares were issued to Star Bright International Investment Enterprises, 100,000 shares were issued to the Company’s chief financial officer and 500,000 shares were issued to an independent Director of the Company.

The $1,680,000 estimated fair value of the 8,400,000 shares of Class C common stock (using a price of $0.20 per share) was recorded as prepaid expenses and is being expensed evenly over the year ended December 31, 2017 (see Note 45). For the three ~~and nine~~ months ended November ~~May 31~~30, 2017, we recognized stock-based salaries expense of $72,500 and ~~$120,833, respectively, and~~ recognized stock-based consulting fees ~~expe3nse~~expense of $347,500 ~~and $579,167, respectively,~~ from these agreements.

On May 1, 2017, the Company issued 500,000 restricted shares of Class A common stock to a consultant pursuant to a Consulting Agreement dated April 28, 2017 with a service term of two years expiring April 30, 2019. The $1,480,000 estimated fair value of the 500,000 shares of Class A common stock (using a price of $2.96 per share based on a $3.95 closing trading price on April 28, 2017 less a 25% restricted stock discount) was recorded as a prepaid expense and is being expensed evenly over the 2 -year service period expiring April 30, 2019. For the three ~~and nine~~ months ended ~~May~~November 3130, 2017, we recognized stock-based consulting fees expense of ~~$61,667~~ ~~and~~ $61185,~~667, respectively,~~ 000 from this agreement.

During the year ended August 31, 2012, the Company committed to issue a total of approximately 1,390 shares of common stock to various parties for services rendered or other consideration valued at a total of $90,521 based on the prevailing trading price of the Company’s common stock at the dates of the respective commitments. The related expenses were recorded in the year ended August 31, 2012 but the shares have never been issued.11

~~NOTE~~On 6August -29, ~~RELATED~~2017, ~~PARTY~~upon ~~TRANSACTIONS~~the regulatory approval of the transfer of Nova’s Hong Kong business license to the Company, the Company acquired 100% ownership of Nova in exchange for the Company’s issuance of a total of 25,000,000 shares of Class C common stock to the 130 owners of Nova.

AsOn ~~described~~October in2, ~~Note 8~~2017, the Company ~~was~~issued ~~obligated~~a tototal ~~Mr.~~of ~~Mark DeStefano (“DeStefano”) for a $50~~82,000 ~~note~~restricted ~~payable~~shares ~~and $26,981 for payments made on behalf~~ of ~~the~~Class ~~Company.~~A ~~Subsequently,~~common ~~Mr.~~stock ~~DeStefano~~to ~~advanced~~4 ~~$1,285~~individuals toassociated with the Company.’s ~~During~~law ~~the~~firm ~~three months~~for ~~ended~~legal ~~November~~services ~~30,~~rendered. ~~2016~~The ~~the~~$335,872 ~~Company~~estimated ~~satisfied~~fair ~~these~~value ~~obligations.~~of ~~DeStefano~~the ~~had~~82,000 ~~voting~~shares ~~control~~ of ~~the~~Class ~~Company~~A ~~from June~~common ~~2014~~stock (~~see~~using ~~Note~~a 8)price toof ~~October~~$4.10 ~~24,~~per ~~2016~~share ~~(when~~based ~~the~~on ~~Company~~a ~~purchased~~$5.12 ~~from~~closing ~~DeStefano~~trading ~~the~~price 1on October 2,~~000,000~~ ~~shares~~2017 ofless ~~Preferred~~a ~~Stock~~20% ~~for~~restricted ~~$33,735)~~stock ~~through~~discount) ~~his~~was ~~ownership~~expensed ofin the ~~1,000,000~~three ~~shares~~months ofended ~~Voting~~November ~~Preferred Stock issued and outstanding (equivalent to 50~~30,~~000,000~~ ~~votes)~~2017.

12NOTE 7 - RELATED PARTY TRANSACTIONS

As described in Note 9, the Company was obligated to Mr. Mark DeStefano (“DeStefano”) for a $50,000 note payable and $26,981 for payments made on behalf of the Company. Subsequently, Mr. DeStefano advanced $1,285 to the Company. During the three months ended November 30, 2016 the Company satisfied these obligations. DeStefano had voting control of the Company from June 2014 (see Note 9) to October 24, 2016 (when the Company purchased from DeStefano the 1,000,000 shares of Preferred Stock for $33,735) through his ownership of the 1,000,000 shares of Voting Preferred Stock issued and outstanding (equivalent to 50,000,000 votes).

For the three months ended November 30, 2016, consulting fees paid to former related parties consists of a total of $15,000 paid to the two then directors of the Company and $10,000 paid to an entity controlled by DeStefano.

Commencing March, 2017, the Company has been using office space provided by an affiliate of UBI Blockchain Internet, LTD. (Hong Kong) (“UBI Hong Kong”) at a monthly rent of 2122,~~000~~100 Hong Kong Dollars (approximately $2,~~692~~830 at the ~~May~~November 3130, 2017 exchange rate) per month. For expediency reasons, the Company also uses bank accounts in the name of UBI Hong Kong to collect cash receipts and expend cash disbursements relating to Company operations. UBI Hong Kong owns 30,000,000 shares of the Company’s Class A common stock.

In the ~~nine~~three months ended ~~May~~November 3130, 2017, Tony Liu, chief executive officer of the Company, ~~and UBI Hong Kong~~ paid a total of $~~333~~279,~~169~~ 540 of expenditures on behalf of the Company. ~~The~~As of November 30, 2017, the total amount due to ~~these~~Tony ~~related~~Liu ~~parties~~was ~~for~~$783,647. The amount due to Tony Liu for these expenditures is ~~$333,169~~interest bearing at ~~May~~a 31rate of 7% per annum. $10,826 interest expense was accrued for the three months ended November 30, 2017. ~~The~~As ~~liabilities~~of ~~are~~November ~~non-~~30, 2017, accrued interest ~~bearing~~amounted to $21,188. The advances and ~~are~~related accrued interest are due on demand.

NOTE 78 - PROVISION FOR INCOME TAXES

The Company accounts for income taxes under FASB Accounting Standard Codification ASC 740 “Income Taxes”. ASC 740 requires use of the liability method. ASC 740 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences. Deferred tax assets and liabilities at the end of each period are determined using the currently enacted tax rates applied to taxable income in the periods in which the deferred tax assets and liabilities are expected to be settled or realized.

As of ~~May~~November 3130, 2017, the Company had net operating loss carry forwards of approximately $1,~~383~~737,~~163~~713 that may be available to reduce future years’ taxable income through 2037. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements as their realization has not been determined likely to occur. Also, due to the change in control, there are annual limitations on future net operating loss carry forward deductions.

~~NOTE~~At 8November -30, ~~NOTES~~2017 ~~PAYABLE~~and –August ~~Former~~31, ~~Related~~2017, ~~Party~~deferred tax assets consisted of:

~~On April 4, 2014, the Company issued a One-year Promissory Note (“the Note”) in the amount of $50,000 to Mark DeStefano (“DeStefano) (see Note 6). The Note bore interest at~~ 12% percent per annum with interest due each month. In the event that interest was not paid within three days from the time it was due the Note was to be considered in default and was to be fully due and payable. Additional consideration for the Note included the Chief Executive Officer of the Company giving the note holder his voting proxy for all of the shares he held with the exception of voting on a tender offer or a sale of the Company’s assets. As of May 8, 2014, the Note was in default.

	November 30, 2017			August 31, 2017
Net operating loss carryforwards	$	608,200		$	505,486
Valuation allowance		(608,200	)		(505,486	)
Deferred tax assets - net	$	-		$	-

OnAll ~~May~~tax 5,years ~~2014,~~remain ~~the~~subject ~~Company issued a second One-Year Promissory Note (“the Second Note”) in the amount of $20,000~~ to ~~the~~ ~~same~~examination stockholder noted above. The Second Note was issued with the restriction that the funds be used specifically to pay the Company’s Patent Counsel for fees to finalize certain patent filings and was secured by ~~all patents, and patent applications held by~~ the ~~Company.~~respective ~~The~~tax ~~Second Note was to bear interest at 12% percent per annum with interest due each month~~authorities. ~~In the event that interest was not paid within three days from the time it was due the Second Note would be considered in default and would be fully due and payable.~~

OnNOTE ~~June~~9 6,- ~~2014,~~NOTES ~~the~~PAYABLE ~~Company~~– ~~received~~Former ~~notices~~Related that it was in default of the two Promissory Notes described above. Rather than default on the Notes the Company issued 1,000,000 shares of $0.001 par value Voting Preferred Stock in exchange for Notes Payable totaling $20,000 plus forgiveness of interest totaling $1,900. Additionally, the Company agreed to designate with the State of Nevada Secretary of State that each share of preferred carries the voting power of 50 common shares. Finally, the shareholder agreed to cancel the shares upon full payment of the $50,000 Note, without accrued interest and the sale of five units of the MDU.Party

On April 4, 2014, the Company issued a One-year Promissory Note (“the Note”) in the amount of $50,000 to Mark DeStefano (“DeStefano) (see Note 7). The Note bore interest at 12% percent per annum with interest due each month. In the event that interest was not paid within three days frsom the time it was due the Note was to be considered in default and was to be fully due and payable. Additional consideration for the Note included the Chief Executive Officer of the Company giving the note holder his voting proxy for all of the shares he held with the exception of voting on a tender offer or a sale of the Company’s assets. As of May 8, 2014, the Note was in default.

On May 5, 2014, the Company issued a second One-Year Promissory Note (“the Second Note”) in the amount of $20,000 to the same stockholder noted above. The Second Note was issued with the restriction that the funds be used specifically to pay the Company’s Patent Counsel for fees to finalize certain patent filings and was secured by all patents and patent applications held by the Company. The Second Note was to bear interest at 12% percent per annum with interest due each month. In the event that interest was not paid within three days from the time it was due, the Second Note would be considered in default and would be fully due and payable.

On June 6, 2014, the Company received notices that it was in default of the two Promissory Notes described above. Rather than default on the Notes, the Company issued 1,000,000 shares of $0.001 par value Voting Preferred Stock in exchange for Notes Payable totaling $20,000 plus forgiveness of interest totaling $1,900. Additionally, the Company agreed to designate with the State of Nevada Secretary of State that each share of preferred carries the voting power of 50 common shares. Finally, the shareholder agreed to cancel the shares upon full payment of the $50,000 Note, without accrued interest and the sale of five units of the MDU.

In October 2016, the $50,000 note payable was satisfied.

NOTE 910 – OTHER INCOME AND EXPENSE

During the three months ended November 30, 2016, the Company settled a bank overdraft of $942 for $370. This settlement resulted in income of $572.

On January 27, 2017, the Company entered into a Settlement Agreement with a former landlord satisfying a $35,868 accrued liability for $4,100. This settlement, along with an arrangement with another vendor, resulted in other income of $47,003.

NOTE 1011 – ~~REVERSE~~LEASE ~~STOCK SPLIT~~COMMITMENTS

OnIn ~~January~~September 202017, ~~2016,~~Nova ~~the~~entered ~~Company~~into ~~effected~~two alease 1-agreements for~~-200~~ ~~reverse~~office ~~stock~~space ~~split~~in ofShenzhen ~~its outstanding common stock~~China, ~~par value $0.001 per share (~~the ~~“Reverse~~first ~~Stock~~lease ~~Split”).~~provides Asfor ~~a result of the Reverse Stock Split, each two hundred shares of the Company’s~~monthly ~~Common~~rent ~~Stock issued and outstanding immediately prior to the Reverse Stock Split were automatically combined into and became one share~~ of ~~common~~RMB stock. No fractional shares were issued as a result of the Reverse Stock Split and any stockholder who otherwise would have been entitled to receive fractional shares received an additional share. Also12,353, asor aapproximately ~~result of the Reverse Stock Split~~$1, ~~the~~868 per ~~share exercise price of~~month, and ~~the~~expires ~~number~~September of2020. ~~shares~~The ofsecond ~~common~~lease ~~stock~~provides ~~underlying our warrants outstanding immediately prior to the Reverse Stock Split were automatically proportionally adjusted based on the 1-~~for~~-200~~ ~~split~~monthly ~~ratio in accordance with the~~rent ~~terms~~ of ~~such~~RMB ~~warrants.~~8,964, ~~Share~~or ~~and~~approximately per-share amounts of the Company’s common stock and warrants included herein have been adjusted to give effect to the Reverse Stock Split. The Reverse Stock Split did not alter the par value of the Common Stock$1,357 ~~$0.001~~ per ~~share~~month, orand ~~modify~~expires ~~any~~September ~~voting rights or other terms of the common stock~~2019.

As of November 30, 2017, the future minimum lease payments under non-cancelable operating leases were:

Year ended November 30, 2018	$	38,700
Year ended November 30, 2019		35,986
Year ended November 30, 2020		18,680
Total	$	93,366

For the three months ended November 30, 2017, total rent expense was $16,621.

NOTE 12 – SUBSEQUENT EVENTS

On January 4, 2018, the Company’s Board of Directors approved a 4 for 1 forward stock split for holders of record on January 10, 2018 of the Company’s issued and outstanding shares of Class A and Class B common stock. For each share of Class A common stock held, stockholders will receive an additional 3 shares of Class A common stock, For each share of Class B common stock held, stockholders will receive an additional 3 shares of Class B common stock. The payment date is subject to approval by FINRA.

On January 8, 2018, the Company and its Chief Executive Officer Tony Liu agreed to settle $100,000 of the debt due Tony Liu in exchange for the Company’s issuance to Tony Liu of 35,000,000 shares of preferred stock to be designated with voting rights equal to 35% of the total voting power of all classes of capital stock. Mr. Liu also agreed to continue to loan the Company money to keep it operational for the next 12 months.

On January 10, 2018, the Company announced that the Hong Kong Special Administrative Region (“HKSAR”) approved in principle a grant of up to HK 3,018,750 (approximately $387,000) to assist in financing a project entitled “Blockchain-Based Food and Drug Counterfeit Detection and Regulatory System” to be jointly developed by UBI Hong Kong and The Hong Kong Polytechnic University (“HKPU”). The related agreement also provides for UBI Hong Kong to contribute up to HK$3,018,750 (approximately $385,000) to the project cost in installments with the first installment of HK$561,198 (approximately $72,000) due upon HKSAR’s signing of the agreement. The project is expected to be completed by November 14, 2019.

~~NOTE~~Item 112. - ~~COMMITMENTS~~Management’s ~~AND~~Discussion ~~CONTINGENCIES~~and Analysis of Financial Condition and Results of Operations

~~Acquisition~~Forward-Looking ~~Agreement~~Statements

OnThis ~~May~~Quarterly ~~16,~~Report ~~2017,~~on ~~the~~Form ~~Company~~10-Q ~~executed~~contains anforward-looking ~~Acquisition~~statements. ~~Agreement~~When ~~with~~used ~~Shenzhen~~in ~~Nova~~this EQuarterly Report on Form 10-~~commerce~~Q, ~~Ltd.~~the (words “~~NOVA~~may,”) “could,” a“estimate,” ~~private~~“intend,” “continue,” “believe,” ~~Shenzhen~~“expect” ~~Chinese~~or ~~corporation~~“anticipate” and similar expressions identify forward-looking statements. ~~Upon~~Although ~~satisfaction~~we ofbelieve that ~~conditions~~our ~~precedent~~plans, tointentions, ~~closing~~and ~~(including~~expectations ~~regulatory~~reflected ~~approval~~in ofany ~~the~~forward-looking ~~transfer~~statements are reasonable, these plans, intentions, ofor ~~NOVA’s~~expectations ~~Hong~~may ~~Kong~~not ~~business~~be ~~license~~achieved. toOur ~~the~~actual ~~Company)~~results, performance, or achievements could differ materially from those contemplated, expressed, or implied, by the ~~Company~~forward-looking isstatements contained in this Annual Report on Form 10-Q. Important factors that could cause actual results to ~~acquire~~differ ~~100%~~materially ~~ownership~~from ofour ~~NOVA~~forward-looking statements are set forth in ~~exchange~~this ~~for~~Quarterly ~~the~~Report on ~~Company’s~~Form ~~issuance~~10-Q. ofAccordingly, areaders ~~total~~are ofcautioned 25not to place undue reliance on forward-looking statements,~~000,000~~ ~~shares~~which speak only as of the ~~its~~dates ~~Class~~on Cwhich ~~common~~they ~~stock~~are made. All forward-looking statements attributable to ~~the~~us ~~130~~or ~~owners~~persons ofacting ~~NOVA.~~on ~~NOVA,~~our ~~incorporated~~behalf are expressly qualified in their entirety by the cautionary statements set forth in this Annual Report on ~~May~~Form 2610-Q, ~~2016~~except as required by federal securities laws, ~~currently~~we ~~operates~~are anunder ~~online~~no ~~store~~obligation into ~~China~~update ~~selling~~any aforward-looking ~~wide~~statement, ~~range~~whether as a result of ~~products~~new information, future events, or otherwise.

Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties.

In this form 10-Q references to “UBI Blockchain Internet, Ltd.,” “JA Energy,” “the Company”, “we,” “us,” and “our” refer to UBI Blockchain Internet Ltd. (a Delaware Company).

Critical Accounting Policies

There have been no material changes to our critical accounting policies and estimates from the information provided in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, included in our Annual Report on Form 10-K for the fiscal year ended August 31, 2017 filed with the Securities and Exchange Commission on December 07, 2017.

Corporate History

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.

~~Item~~UBI has 2.formed -a ~~Management’s~~research ~~Discussion~~team dedicated to the application and ~~Analysis~~research of ~~Financial~~IBSH ~~Condition~~technology ~~and~~to ~~Results~~achieve ofthe ~~Operations~~company’s business goals.

~~Forward~~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~~looking ~~Statements~~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.

~~This Quarterly Report on Form 10-Q contains forward-looking statements. When used in this Quarterly Report on Form 10-Q~~Blockchain, ~~the words “may,” “could,”~~ ~~“estimate,”~~refers ~~“intend,”~~to ~~“continue,”~~a ~~“believe,”~~distributed ~~“expect”~~database ~~or “anticipate” and similar expressions identify forward-looking statements. Although we believe~~ that ~~our~~is ~~plans,~~used ~~intentions,~~to ~~and~~maintain ~~expectations reflected~~a incontinually ~~any~~growing ~~forward-looking~~list ~~statements~~of ~~are~~ordered ~~reasonable,~~records ~~these~~(called ~~plans, intentions, or expectations may not be achieved~~blocks). ~~Our~~Each ~~actual~~block ~~results,~~contains ~~performance,~~a ortimestamp ~~achievements~~and ~~could~~a ~~differ~~link ~~materially from those contemplated, expressed, or implied, by the forward-looking statements contained in this Annual Report on Form 10-Q. Important factors that could cause actual results~~ to differ materially from our forward-looking statements are set forth in this Quarterly Report on Form 10-Q. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the ~~dates~~previous ~~on which they are made~~block. ~~All~~Blockchain ~~forward-looking statements~~has ~~attributable to us or persons acting on our behalf are expressly qualified in their entirety by~~ the ~~cautionary~~characteristics ~~statements set~~of ~~forth in this Annual Report on Form 10-Q, except as required by federal securities laws, we are under no obligation to update~~“decentralization” ~~any~~and ~~forward~~“tamper-~~looking statement, whether as a result of new information, future events, or otherwise~~proof”.

~~Although~~Internet of weThings, ~~believe~~embedded ~~that~~physical ~~the~~devices, ~~expectations~~vehicles (also referred to as “networking devices” and “smart devices”), ~~reflected~~buildings inand ~~any~~other ofobjects ~~our~~embedded ~~forward-looking~~in ~~statements~~electronic ~~are~~technology, ~~reasonable~~software, ~~actual~~sensors, ~~results~~and ~~could~~brakes ~~differ~~are ~~materially~~connected ~~from~~via ~~those~~the ~~projected~~Internet and orenable ~~assumed~~these inobjects ~~any~~to ofcollect ~~our~~and ~~forward-looking~~exchange ~~statements.~~data ~~Our~~for ~~future~~network ~~financial~~connectivity. ~~condition~~IoT ~~and~~allows ~~results~~remote ofsensing ~~operations,~~or asremote ~~well~~control asof ~~any~~objects ~~forward-looking~~through ~~statements,~~existing ~~are~~network ~~subject~~infrastructures to ~~change~~create opportunities for more direct integration of the physical world into computer-based systems and ~~inherent~~to ~~risks~~increase efficiency, accuracy and ~~uncertainties~~economic scale.

~~In this form 10-Q references to “UBI~~Industry ~~Blockchain Internet, Ltd.,” “JA Energy,” “the Company”, “we,” “us,” and “our” refer to UBI Blockchain Internet Ltd. (a Delaware Company).~~Trends

~~Critical~~Recent advances ~~Accounting~~in ~~Policies~~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.

~~There~~Management believes ~~have~~Blockchain ~~been~~technology nohas ~~material~~shown ~~changes~~considerable adaptability and acceptance in recent years and many market segments are seeking to ~~our~~integrate ~~critical~~blockchain ~~accounting~~technology ~~policies~~into ~~and~~their ~~estimates~~operations. ~~from~~Although ~~the~~technology ~~information~~is ~~provided~~mainly used in ~~Item~~the 7financial services industry at present, ~~“Management’s~~the ~~Discussion and~~blockchain ~~Analysis~~has ofalso ~~Financial~~begun ~~Condition~~to ~~and~~enter ~~Results~~into ofmore ~~Operations”~~markets. For example, ~~included~~counterfeit drugs in ~~our~~the ~~Annual~~pharmaceutical industry ~~Report~~are onhindered ~~Form~~by ~~10-K~~using ~~for~~ the ~~fiscal~~characteristics of blockchain technology “tamper proof”. The adaptability of blockchain ~~year~~to ~~ended~~a ~~August~~broad ~~31,~~range ~~2016~~of ~~filed~~industries ~~with~~has led to the ~~Securities~~growing ~~and~~attention ~~Exchange~~it ~~Commission~~has onreceived ~~December~~in ~~14,~~the ~~2016~~past few years.

~~Corporate~~Blockchain technology ~~History~~and the Internet of things has aroused widespread concern and ~~Business~~applied ~~Overview~~research. IBM, Bill Gates Foundation, Samsung, Tsinghua University, Peking University, Hong Kong Polytechnic University and China Wanxiang Group have started the research.

~~The~~UBI management ~~Company~~believes ~~was~~that ~~organized~~blockchain ~~August~~technology ~~26, 2010~~and ~~(Date~~the Internet of ~~Inception)~~things ~~under~~have contributed to the ~~laws~~emergence of industry information and technology solutions. By integrating the ~~State~~block ofchain ~~Nevada,~~technology with IoT as JAthe ~~Energy~~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 ~~Company~~Internet ~~was~~of ~~incorporated~~Things ascan aincrease ~~subsidiary~~the popularity and wider use of the Internet by integrating ~~Reshoot~~objects ~~Production~~that ~~Company,~~interact athrough ~~Nevada~~radio ~~corporation.~~frequency ~~Reshoot~~identification ~~Production~~(RFID) ~~Company~~devices, ~~was~~infrared ~~incorporated~~sensors, ~~October~~global 31positioning systems, ~~2007~~laser scanners, and, atother information sensing devices so that the ~~time~~height distributed network of devices communicate with humans and other devices in real time. The Internet of ~~spin~~Things ~~off~~is ~~was~~a ~~listed~~completely new opportunity for a host of new applications based on the Internet ~~Over-~~of Things that promise to improve the- ~~Counter~~quality ~~Bulletin~~of ~~Board~~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.

On November 21, 2016, the Company reincorporated in Delaware under the name UBI Blockchain Internet Ltd. and increased the number of authorized shares from 75,000,000 to 200,000,000 shares consisting of 130,000,000 authorized shares of Class A Common Stock, 6,000,000 authorized shares of Class B Common Stock and 64,000,000 authorized shares of Class C Common Stock. On October 7, 2016, 30,000,000 shares of Class A common stock and 6,000,000 shares of Class B common stock were issued. On March 1, 2017, 40,000,000 shares of Class C common stock were issued. All of the preceding shares were issued in reliance on the exemption under Section 4(2) of the Securities Act of 1933, as amended (the “Act”) and were issued under Regulation S to one (1) foreign entity who attested it is an accredited investor who is not a citizen nor a resident of the USA.16

16A 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.

~~Business~~Blockchain technology-based ~~Description~~applications

UBI ~~Blockchain Internet’s business~~ ~~encompasses~~management ~~the~~plans ~~research~~to ~~and~~focus ~~application~~its inoperations on the ~~blockchain~~integrated ~~technology~~health ~~with~~industry, aproviding ~~focus~~food onand ~~the~~drug ~~Internet~~safety ofand ~~things~~effectiveness ~~(“IoT”)~~protocols, ~~covering~~as ~~areas~~well ofas ~~food~~preventing ~~and~~counterfeiting ~~drugs,~~or ~~healthcare,~~counterfeiting ~~just~~of tofoods ~~name~~and ~~a few~~medicines. ~~The~~With ~~Company will leverage~~ the ~~stock~~advancement ~~market~~of toblockchain ~~build a new business~~ technology ~~platform~~, we ~~specialized~~can intrace the ~~safety~~source ~~and freshness keeping~~ of food ~~and~~or ~~drugs~~medicine ~~within~~in the context of ~~micro~~the ~~and~~Internet ~~macro environment~~ of ~~the human life~~Things.

~~UBI~~We are ~~plans~~now toin ~~set~~the upearly ~~teams,~~stages ~~that~~of ~~are dedicated~~blockchain totechnology, ~~blockchain~~but ~~application~~we ~~and~~have good research, ~~application~~technical offramework ~~the~~design, ~~internet~~industry language and IT language conversion recognition of ~~things,~~how ITblockchain and ~~data~~IoT ~~analytics~~interface inwith ~~order~~food toand ~~achieve~~drug technology. Soon, we will utilize ~~its~~the ~~business~~technology ~~goals~~in food and drug safety control.

AnBlockchain technology ~~internet~~has ofa ~~things~~very iswide ~~defined~~range ~~as: the internetworking~~ of ~~physical~~potential ~~devices,~~applications. ~~vehicles~~Blockchain ~~(also~~is ~~referred~~a todistributed asledger ~~“connected~~agreement ~~devices”~~that ~~and~~allows ~~“smart devices”),~~projects ~~buildings,~~or ~~and~~transactions ~~other~~to ~~items~~be ~~embedded~~registered ~~with~~in ~~electronics,~~a ~~software,~~transparent ~~sensors,~~manner ~~actuators,~~ and ~~network~~was ~~connectivity~~originally ~~that~~developed ~~enable~~for ~~these objects~~use toin ~~collect~~various ~~and~~industries ~~exchange data. The IoT allows objects~~ to beprovide a ~~sensed~~wide ~~and/or~~range ~~controlled~~of ~~remotely~~services ~~across~~including ~~existing~~banking, ~~network~~stock ~~infrastructure~~trading, ~~creating~~ ~~opportunities~~real ~~for~~estate ~~more~~and ~~direct~~even ~~integration~~worldwide ofdiamond ~~the~~sales. ~~physical~~More ~~world~~and ~~into~~more ~~computer-based~~financial giants ~~systems,~~are ~~and~~joining ~~resulting~~blockchain intechnology ~~improved efficiency~~applications, ~~accuracy~~research and ~~economic~~development, ~~benefit.~~including ~~Blockchain~~IBM, ~~originally~~Microsoft, ~~block chain~~Intel, ~~is defined as: a distributed database that~~Blockstream ~~maintains~~and aThomson ~~continuously-growing~~Reuters ~~list~~to ofaccelerate ~~ordered~~further ~~records~~Blockchain ~~called~~technology ~~blocks.~~as ~~Each block contains~~ a ~~timestamp~~development ~~and a link to a previous block~~system. ByAs ~~design,~~the ~~blockchains~~blockchain ~~are~~technology ~~resistant~~is tobecoming mature ~~modification~~and ~~of the data - once recorded~~secure, ~~the~~it ~~data~~can inplay a ~~block~~role ~~cannot~~in ~~be altered~~many ~~retroactively.~~areas ~~The Company plans to develop~~ and ~~specialize~~management inbelieves that the ~~design,~~application ~~development,~~area ~~promotion~~ and ~~sales~~development potential of blockchain technology ~~and~~provide ~~internet~~the ofCompany ~~things~~with an opportunity to grow.

~~Blockchain~~Health Care ~~technology-based~~Business ~~applications~~Consideration

~~Management~~UBI management ~~plans~~believes tothe ~~focus~~global ~~its~~IoT ~~business~~ in the ~~integrated~~healthcare ~~wellness~~market ~~industry,~~is ~~which~~growing ~~providing~~at ~~procedures~~a ~~for~~significant ~~safety~~rate ~~and~~of ~~effectiveness~~growth indue ~~food~~to ~~and drugs, but also preventing counterfeit or fake food and drugs. With~~ the ~~advancement~~growing ~~of the blockchain technology, we can trace a food or drug product all~~demand ~~the~~for ~~way~~advanced uphealthcare toinformation ~~its~~systems ~~original~~and ~~source within~~ the ~~context~~growing prevalence of ~~the~~chronic ~~internet~~diseases ofand ~~things~~lifestyle-related diseases.

WeIoT’s application ~~are~~ in ~~the~~healthcare, ~~early~~such ~~stages~~as ~~of blockchain technology~~telemedicine, ~~which~~medication ~~can~~administration, ~~store~~clinical ~~decentralized~~surgery and ~~distributed~~workflow ~~software~~management, ~~ledger with complete transaction history. Blockchain technology~~inpatient ~~has a wide range of potential applications~~care, ~~in addition to financial~~etc., ~~real~~helps ~~estate,~~with ~~back~~compilation ~~office~~services ~~systems~~related ~~and stock trading applications. Blockchain is a distributed ledger agreement that allows projects or transactions~~ to ~~be transparently registered and is first developed for use in a variety of industries to offer a wide range of services including banking~~diagnosis, ~~stock trading~~treatment, ~~real~~care ~~estate~~ and ~~even~~ ~~global diamond sales~~rehabilitation. ~~More~~They ~~and~~improve ~~more financial giants join blockchain technology applications and research and development,~~communication ~~including~~between ~~IBM,~~patients ~~Microsoft, Intel, Blockstream~~ and ~~Thompson~~healthcare ~~Reuters~~workers, toreducing ~~further~~medication ~~accelerate~~errors ~~blockchain technology as a maturity~~ and ~~development~~ ~~system.~~providing ~~Management~~better ~~believes~~coordinated ~~the investments in the field of blockchain are growing~~care. Due to maturity and safety of blockchain technology, it can play a role in many fields, and management believes its application field and development potential offer a growth opportunity for the Company.

17The Market Opportunity

~~The five features of blockchain include:~~Blockchain ~~de-centralization, openness, autonomy, non-tampering~~ and ~~anonymity.~~the ~~These~~Internet ~~features~~of ~~make~~Things ~~blockchain~~are antechnologies ~~advantage in science and finance. Blockchain technology is a decentralized, distributed ledger~~ that ~~allows~~affect ~~each~~the ~~transaction to be recorded and verified by network, which means that they do not need a central regulator such as a bank or financial institution~~future. ~~Transactions~~UBI ~~are~~Company ~~also anonymous~~took ~~and~~the ~~theoretically~~lead ~~real-time,~~in ~~although~~entering ~~recent network over-saturation has led to~~ this ~~problem~~market. ~~The block-based distributed accounting technology~~First, ~~combined with its artificial intelligence and internet of things technologies, makes it possible for billions~~ ofusing ~~smart~~IBSH ~~technologies~~technology toin ~~connect~~the tobig ~~internet~~health ~~for greater security~~industry, ~~allowing~~will ~~virtual~~help ~~time~~position ~~travel and allowing regulators to return to~~ the ~~point~~company atin ~~which~~this ~~the problem occurred~~field. ~~One~~The ofstandard ~~potential application~~ of this ~~technology~~market access is ~~the~~hard ~~creation of registers based on blockchain of IoT devices,~~ and the ~~use~~cost of artificial intelligence programs to perform automated intelligent diagnostics and more advanced functions, which can ultimately lead engineers and regulators 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~~high. In ~~fact,~~The ~~current~~UBI ~~blockchain~~team ~~technology~~ is ~~indeed~~optimistic ~~application~~about ofthe digital electronic payments to “blockchain +” transition extension from financial sector gradually to IoT and other non-financial areas which will trigger more and greater industrial restructuring and revolutionfuture. ~~It is our time to enter real power blockchain technology.~~

~~The~~Blockchain technology ~~central~~can ~~concept~~play ~~and~~a ~~future~~role ~~development of~~in ~~blockchain~~many fields. Blockcchain transactions are ~~trends~~theoretically ofreal-time. ~~things~~The ~~fit~~block-based distributed accounting technology, ~~leading~~combined ~~gradual~~with ~~self-government~~its artificial intelligence and internet of things. ~~Blockchain~~technologies, ~~technology~~makes isit apossible ~~good~~for ~~solution:~~countless ~~infrastructure~~of ~~investment,~~smart ~~high~~technologies ~~maintenance~~to ~~costs~~connect ~~and~~to ~~data~~internet for greater security, ~~issues.~~allowing ~~Blockchain~~technicians ~~technology~~to ~~support~~return ~~IoT~~to ~~which~~the ispoint anat ~~extension~~which ~~and~~the ~~more~~problem ~~advanced~~occurred. ~~stage~~One of ~~internet.~~potential ~~Blockchain~~applications of this technology ~~research~~is ~~and~~the ~~application~~creation ~~will~~of ~~make~~registers ~~IoT~~based ~~networking~~on ~~shine.~~blockchain ~~Blockchain’s~~of IoT devices, and ~~point-to-point~~the ~~communication~~use ~~platform~~of ~~gives~~artificial aintelligence ~~subtle~~programs ~~solution.~~to ~~Blockchain~~perform ~~technology~~automated ~~creates~~intelligent adiagnostics ~~shared,~~and ~~distributed~~more advanced functions, ~~digital~~which ~~book~~can ~~between~~ultimately ~~network~~lead ~~nodes~~engineers and technicians to ~~record~~virtualize ~~transactions~~clock backwards. At the same time, ~~rather~~blockchain ~~than~~technology ~~storing~~can ~~them~~reduce onaudit costs; areduce ~~central~~distrust ~~server.~~of ~~Thus~~central node, ~~eliminate~~so ~~the~~that ~~need~~flow ~~for~~of ~~central verification.~~financial Itassets ~~provides~~is amore ~~way~~transparent toand ~~create~~convenient. aIn ~~consensus~~fact, ~~network~~current blockchain ~~without~~technology ~~having~~is ~~trust~~indeed aapplication ~~single~~of ~~node,~~digital ~~and~~electronic ~~data~~payments ~~store~~to ~~does~~“block ~~not~~chain ~~need~~+” transition extension tofrom befinancial ~~stored~~sector ingradually ato ~~central~~IoT ~~server,~~and ~~but~~other bynon-financial ~~sharing~~areas itwhich towill ~~all~~trigger ~~nodes~~more inand ~~the~~greater ~~network~~industrial restructuring and revolution.

Internet of Things (IoT) is about creating digital representations of real-world objects. It is a phenomenon that draws on rapid developments within IT, ICT and telecommunications to spark insights and to help companies create entirely new types of services and business areas. Management believes that the Internet of Things will be the next technology to promote the rapid development of the world’s important productive forces.17

~~Health~~The Internet ~~Care~~of ~~Business~~Things ~~Focus~~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.

~~Management~~Blockchain technology ~~believes~~is ~~that~~a ~~the~~good ~~global~~solution for: infrastructure investment, high maintenance costs and data security issues. Blockchain technology supports IoT inwhich ~~healthcare~~is ~~market~~an isextension ~~growing~~and atmore aadvanced ~~significant~~stage ~~growth~~of ~~rate~~internet. Blockchain technology research and application will make IoT networking more efficient. Blockchain technology creates a shared, ~~due~~distributed, digital book between network nodes to ~~increasing~~record transactions, ~~demand~~rather than storing them on a central server. This eliminates the need for ~~advanced~~central ~~healthcare~~verification. ~~information~~It provides a way ~~system~~to create a consensus network without having to trust a single node, and ~~growing~~data ~~prevalence~~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 ~~chronic~~data privacy and ~~lifestyle~~other ~~associated~~issues, such ~~diseases~~as custody of electronic medical records, safe storage of genetic data, and drug security.

~~The IoT applications in healthcare,~~Our such as telemedicine, medication management, clinical operations and workflow management, inpatient monitoring, helps in compiling services related to diagnosis, treatment, care, and rehabilitation. They improve communication between patients and healthcare providers, in order to reduce medication errors, and provide better coordinated care.Strategy

18Our Group will plan 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.

~~Blockchain technology supports IoT~~Our ~~which~~growth isstrategy andepends ~~extension and more advanced stage of internet. Blockchain’s point-~~to~~-point~~ ~~communication platform problem, gives~~ a ~~subtle~~large ~~solution.~~extent ~~Blockchain~~on ~~technology~~our ~~creates~~ability ato ~~shared,~~reach ~~distributed,~~potential ~~digital~~customers ~~book~~who ~~between~~successfully ~~network~~bring ~~nodes~~their toproducts ~~record transactions,~~to ~~rather~~target ~~than storing them on a central server~~markets. ~~Thus~~We ~~eliminating~~plan ~~need for central verification. It provides a way~~ to ~~create~~initially atarget ~~consensus network~~the ~~without~~China ~~having~~market ~~to trust a single node,~~ and ~~data~~gradually ~~store~~expand ~~does not need~~ to beEurope ~~stored in a central server, but by sharing it to all nodes in network. Blockchain technology can also help solve medical field of data privacy~~ and ~~other~~the ~~issues,~~United ~~such~~States ~~as custody of electronic medical records, safe storage of genetic data, drug security~~ and ~~so on~~beyond.

~~The~~To achieve ~~Market~~corporate ~~Opportunity~~strategy, the company intends:

~~The~~● ~~Company~~Research ~~is in the early stages of blockchain technology, which can store decentralized~~ and ~~distributed~~develop ~~software~~IBSH ~~ledger~~core ~~with~~technologies ~~complete transaction history. Blockchain technology has a wide range of potential applications, in addition~~ to ~~financial,~~establish ~~real~~the ~~estate,~~leading ~~and~~position ~~back office systems. Blockchain can be utlized as a distributed ledger agreement that allows projects or transactions to be transparently registered and can be used~~ in athis ~~variety of industries to offer a wide range of services including banking, stock trading, real estate and even global diamond sales.~~field

~~Blockchain technology can play a role~~At ~~in many fields. Blockchain transactions are theoretically real-time. The block-based distributed accounting technology~~present, ~~combined with~~we ~~its~~have ~~artificial~~initially ~~intelligence~~established ~~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~~technical atframework ~~which~~and the ~~problem~~core ~~occurred. One~~ of ~~potential applications of this technology is~~ the ~~creation~~main ~~of registers based on blockchain of IoT devices~~body, ~~and~~with the ~~use~~combination of ~~artificial~~food ~~intelligence~~and ~~programs~~drug ~~to perform automated intelligent diagnostics and more advanced functions~~use, ~~which~~access ~~can ultimately lead engineers and technicians~~ to ~~virtualize~~our ~~clock~~first ~~backwards.~~phase Atof ~~the~~research ~~same~~and ~~time,~~experimental ~~blockchain technology can reduce audit costs; reduce distrust of central node~~results, so that ~~flow~~can ofbe ~~financial~~practical ~~assets is more transparent and convenient. In fact~~applications, ~~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~~continuous ~~areas which will trigger more and greater industrial restructuring and revolution~~technological upgrading.

~~The~~● ~~internet~~Research ofand ~~things~~development 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~~main ~~wave~~product ~~of the world information industry revolution, after computer revolution,~~ and ~~the~~core ~~second~~product 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.group

19UBI’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.

~~Blockchain~~● ~~technology~~Create isbrand aawareness ~~good solution for: infrastructure investment, high maintenance costs~~ and ~~data~~drive ~~security~~marketing ~~issues.~~company ~~Blockchain~~products ~~technology supports IoT which is an extension~~ and ~~more~~services 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 akey 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.markets

~~Our~~We plan ~~Strategy~~to position the Company’s marketing as creating and building a corporate brand image globally. All this will start in China.

~~Our~~● ~~strategy~~Employ isglobal toprofessional ~~make UBI the premier online investment~~ and ~~communication~~technical ~~platform in key markets in China~~personnel, ~~and later on we may expand into Europe and North America. To achieve this goal~~scholars, weprofessional ~~intend~~management ~~to do the following:~~personnel

~~• Introducing innovative products~~18

We plan to ~~develop~~hire ~~commercially~~professionals ~~applicable blockchain~~from ~~based~~all ~~payment~~over ~~and~~the ~~other functions, such as product tracking~~world. WeTogether ~~aim~~to atcreate ~~satisfaction~~UBI ofa ~~user~~shared ~~experience, covering the consumption after sales~~platform.

•● ~~Create~~Coordinate ~~brand~~with ~~awareness and~~strategic ~~drive~~partners ~~sales~~in each of ~~our~~the ~~products~~target ~~and~~markets ~~services~~for inmarketing ~~key~~and ~~markets~~distribution

We believe ~~intend~~that tointernational ~~target~~markets ~~our~~represent ~~marketing~~a ~~efforts to~~significant ~~create~~growth ~~global~~opportunity ~~awareness~~for ofus ~~our~~and ~~brand~~we ~~and~~intend ~~drive~~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 ~~key~~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 ~~China~~such experts will expedite the process.

~~• Employ professional investment~~Competitive ~~professionals, academics, university professors and communication professionals~~Strengths

~~We plan to employ investment professionals,~~1. ~~academics,~~Unique ~~university~~IBSH ~~professors and communication professionals from around the world to develop technologies applications to human beings.~~technology

•Our technology ~~Coordinate~~is ~~with~~advanced, ~~strategic partners~~not inonly ~~each~~for ofits ~~the~~scientific ~~target~~characteristics, ~~markets~~but also for ~~marketing~~maneuverability, derived from the design and understanding ~~distribution~~of technical structures. Technology itself is spiritual.

~~We believe that international markets~~2. ~~represent~~Creating a ~~significant~~creative ~~growth~~business ~~opportunity~~platform ~~for us and we intend to expand sales of our products and services globally~~ through ~~selected~~ ~~retailers~~independent ~~and~~design ~~strategic partnerships. We plan to work with key partners in the target markets to provide marketing~~ and ~~distribution~~ ~~expertise and assistance~~development. ~~Although it may be challenging to gain market acceptance in these markets, we believe the assistance of such experts will expedite the process.~~

20We 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.

~~Competitive~~3. We ~~Strengths~~have a good network in the health industry in China

WeIn China, we believe ~~that~~the company’s management has a good network in the ~~following~~integration ~~strengths~~of the health industry, which can be used ~~position~~for usscientific toresearch ~~build~~and ~~our~~development, ~~business~~raw ~~model:~~material production bases and other industrial chains. The company’s management is also familiar with the international pharmaceutical market and the food market.

14. ~~Building a Creative Commercial~~ ~~Platform~~A ~~through~~good ~~Independent~~management ~~Design and Development~~ team

~~We plan to make an integrated platform~~Our ~~that~~management ~~incorporates~~believes the ~~blockchain~~Company’s ~~technology,~~management ~~internet of things,~~ and aconsulting ~~stock market. This platform when once built~~team, ~~will~~are ~~support blockchain based payment,~~ the ~~convenience~~industry’s ofleading ~~internet~~talent ~~of things, with the speed, safety,~~ and ~~convenience not yet experienced~~professionals. WeThey ~~plan~~have ~~to establish~~ a ~~brand~~professional, ~~name~~quality, ofwisdom, ~~“Global~~and ~~UBI” for our products~~innovation.

~~2. We Believe We Have Good Relations~~Target ~~in China’s Healthcare Industry~~Market

~~In China~~At present, wefood ~~believe~~and ~~that~~drug ~~our~~safety ~~management has~~is ~~good~~a ~~relations~~major inchallenge ~~the~~for ~~field~~human ofbeings. ~~integrated~~Counterfeit ~~health~~food ~~industry~~and ~~for~~drug ~~scientific~~products ~~research~~are ~~and~~very ~~development,~~common ~~raw~~in ~~material production~~the ~~base~~Chinese ~~and~~market. ~~other~~These ~~industrial~~problems ~~chains.~~are ~~Our~~derived ~~management~~from isnature ~~also~~problems ~~familiar~~and ~~with~~human ~~the~~factors. ~~international~~The ~~pharmaceutical~~laws ~~market~~ and ~~the~~regulations ~~food~~are ~~market.~~not perfect and Wecomplete ~~believe~~and ~~that~~law ~~technology~~enforcement is ~~the~~not ~~top~~seriously ~~productive~~implemented ~~force~~in many occasions. The ~~effective~~occurrence ~~combination~~ of ~~blockchain~~poison ~~technology~~capsule ~~and~~events, ~~Internet~~vaccine cases, ofginkgo ~~Things technology~~leaf, ~~which~~licorice ~~exclude~~tablets ~~all~~and ~~possible~~other ~~human~~major ~~factors~~drug cases, ~~its~~seriously ~~centralization~~affecting people’s physical and mental health. Therefore, ~~transparency~~the safety of food and ~~chain~~medicine ~~cannot~~is beclosely ~~tampered~~linked ~~with,~~to ~~traceability, etc~~the vital interests of hundreds of millions of people. ~~can~~So ~~solve~~UBI’s market ~~the~~for ~~drug~~food and ~~food~~drug safety ~~issues~~goals is accurate and huge.

~~Target~~Sources of ~~Market~~Income and Pricing

AtWe plan ~~present,~~to ~~fake~~build ~~drugs~~a ~~are~~platform ~~common~~and ~~in China,~~a asnumber ~~there~~of ~~exists~~products ~~little~~that ~~regulation~~will ofgenerate ~~production,~~revenues and nogenerate ~~guaranteed~~profits ~~efficacy~~by ofdelivering ~~traditional~~services ~~Chinese~~and effective ~~medicine.~~products ~~There~~to ~~has been~~potential antargets ~~excessive~~customers. ~~use~~The ofprice ~~antibiotics,~~will ~~poison~~be ~~capsules~~determined ~~incidents,~~by ~~vaccine~~demand ~~cases~~and ~~ginkgo~~market ~~leaf~~pricing. After initial publicity, the ~~licorice~~company’s ~~tablets~~products and ~~other~~services ~~major~~may ~~drug cases,~~have ~~seriously~~an ~~affecting~~impact ~~people’s~~on ~~physical~~the ~~and~~health ~~mental~~care ~~health~~industry. ~~Therefore,~~As ~~food~~we ~~and~~look ~~drug~~to ~~safety~~the isfuture, ~~related~~emerging totechnologies will trigger new trends in the ~~vital interests~~security, oflaw ~~millions~~enforcement, privacy, food and drug safety aspects of ~~people~~the inhealthcare ~~China~~industry.

~~Sources of Income~~ Sales and ~~Pricing~~Marketing

WeIn the ~~plan~~future tomarketing ~~use~~of ~~application~~UBI ofplatform ~~information technology~~and ~~(IT)~~products, ~~blockchain~~we ~~technology~~will ~~and~~mainly ~~IoT~~go ~~technology~~through ~~that~~the ~~permeate~~Internet ~~virtually~~of ~~all~~Things ~~aspects~~to ofdo ~~corporate~~online and ~~social~~offline ~~activity,~~store ~~effective~~marketing. ~~combination~~Marketing ofwill ~~food~~also ~~and~~be ~~drugs~~promoted ~~safety~~through ~~and~~cross-border ~~management~~e-commerce ~~of labor relations~~platforms. ~~The~~Conference ~~products~~marketing and ~~services~~professional ~~enabled~~channel marketing bywill itbe ~~have had~~utilized. aOur ~~major~~products ~~impact~~and todesigns consider the ~~healthcare~~overall ~~industry.~~needs Asof wethe ~~look~~population toand ~~the~~will ~~future,~~be ~~emerging~~tailor-made ~~technologies~~for some ~~raise~~clients. ~~new~~We ~~trend~~are incurrently ~~security,~~paying ~~law enforcement,~~attention ~~privacy,~~to ~~safety~~the indevelopment, ~~food~~formation and ~~drug~~needs of ~~healthcare~~“one ~~industry~~belt, one road” markets.

2119

~~Sales~~Management believes Chinese consumers are more likely to consider buying a product if they see it mentioned on a social-media site and ~~Marketing~~more likely to purchase a product or service if a friend or acquaintance recommends it on a social-media site by word of mouth.

~~The Company plans to place an emphasis~~Chinese onconsumers ~~social~~rely ~~media~~heavily ~~for~~upon ~~the~~peer-to-peer ~~marketing~~recommendations ~~and~~over ~~advancement~~general ofmass ~~blockchain,~~advertising. ~~internet~~In ~~of things~~general, ~~and~~the ~~technological~~Chinese ~~innovation~~populace ~~platform~~is asskeptical ~~well~~of asinformation ~~the~~from ~~traditional~~news ~~health~~sources ~~application,~~and ~~food~~advertising and ~~drug~~rely ~~production process chain for~~ more ~~transparent~~on ~~transactions. The Company plans to implement original sources~~ word-of-mouth ~~procurement~~from ~~advantages~~friends, family, and ~~preferred~~key ~~overseas~~opinion ~~products. For the domestic high-end consumers~~leaders, wemany ~~provide~~of ~~more~~whom ~~efficient,~~share ~~convenient~~information ~~and~~on ~~affordable~~social ~~imports of quality goods~~media.

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.Manufacturing

~~Chinese consumers rely heavily upon~~The ~~peer-to-peer~~Company ~~recommendations~~does ~~over~~not ~~general~~now ~~mass~~engage ~~advertising.~~in Inany ~~general,~~manufacturing ~~the~~but ~~Chinese~~may ~~populace~~engage isin ~~skeptical~~manufacturing of ~~information~~products ~~from news~~to ~~sources~~be ~~and~~sold ~~advertising and rely more~~ on ~~word-of-mouth~~the ~~from friends, family, and key opinion leaders, many of whom share~~Company’s ~~information~~website onin ~~social~~the ~~media~~future.

~~While messaging and sharing photos~~Shenzhen isNova ~~as popular in China as in other regions~~E-commerce, ~~one aspect of usage in the country stands out: social media has a greater influence on purchasing decisions for consumers in China than for those anywhere else in the world~~Ltd. Due to the widespread use of social media in China, the Company will focus its marketing efforts on this medium. The Company will be present with its own social media site on the largest Chinese social media platforms. Sale of products and services will take place on the portal. With regards to North America and European Market, we anticipate employing a similar strategy. Our most important profit and revenue will come from our development of drugs, food safety software, and system platform technology to promote sales and transfer technology. These software technologies and platform technologies will be widely used in health industry businesses and regulatory agencies.

~~Manufacturing~~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 ~~Company~~of ~~does~~NOVA ~~not~~converted attheir ~~this~~ownership ~~time~~of ~~engage in~~NOVA ~~any~~to ~~manufacturing~~UBIA’s ~~but~~Class ~~may~~C ~~engage~~common inshares. ~~manufacturing~~Following ofthe ~~products~~conversion, toNOVA beshares were ~~sold~~canceled. onIn China, the ~~Company~~conversion of shares requires the Chinese authorities to cancel NOVA’s ~~website~~registered inshares. The takeover formally takes place when the ~~future~~government cancels NOVA shares. The Chinese government approved the acquisition as of August 29, 2017.

~~Government~~About Shenzhen ~~Regulation~~Nova E-commerce, Ltd

WeShenzhen Nova ~~are~~E-commerce orLtd. ~~may~~(“NOVA”) ~~become~~was ~~subject~~incorporated toon aMay ~~variety of~~26, ~~laws~~2016 and ~~regulations~~currently inoperates ~~the~~an ~~United~~online ~~States~~store ~~and~~in ~~abroad~~China ~~that~~selling a ~~involve~~wide ~~matters~~range ~~central~~of toproducts ~~our business,~~ including ~~laws~~maternal and ~~regulations regarding~~infant ~~privacy~~products, ~~data protection~~cosmetics, ~~data security~~wine, ~~data~~household ~~retention~~goods, ~~consumer~~digital ~~protection, advertising, electronic commerce, intellectual property, manufacturing, anti-bribery~~ and ~~anti-corruption,~~luxury ~~and economic or other trade prohibitions or sanctions~~products. ~~These laws and~~ ~~regulations~~Nova’s ~~are~~website ~~continuously~~became ~~evolving~~operational ~~and~~in ~~developing.~~April ~~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~~2017.

22Nova’s operations prior to the date of acquisition, included, but was not limited to:

In● ~~particular,~~Researching ~~there are numerous U.S. federal, state,~~ and ~~local~~developing ~~laws~~business ~~and~~opportunities ~~regulations~~unique ~~and~~to ~~foreign~~a ~~laws~~Chinese ~~and~~customer ~~regulations~~base ~~regarding~~● ~~privacy~~Building ~~and~~corporate ~~the~~infrastructure ~~collection, sharing, use, processing, disclosure,~~ and ~~protection~~administration of● ~~personal~~Integration ~~information and other user data, the scope~~ of ~~which~~multiple istechnologies ~~changing, subject to differing interpretations,~~ and ~~may~~programs be● ~~inconsistent~~Building ~~among~~Business ~~different~~Relationships ~~jurisdictions.~~● WeHuman ~~strive~~resource tostaffing ~~comply~~● ~~with~~Training ~~all~~personnel ~~applicable~~● ~~laws, policies,~~Equipment ~~legal~~procurement ~~obligations,~~● ~~and~~Building ~~industry codes of conduct relating to privacy, data security, and data protection. However, given that~~ the ~~scope,~~corporate ~~interpretation,~~website ~~and~~● ~~application~~Developing ofmarketing ~~these~~strategies ~~laws~~to ~~and~~capitalize ~~regulations~~on ~~are~~commercialization ~~often~~activities ~~uncertain~~● ~~and~~Establish ~~may be conflicting, it is possible that these obligations may be interpreted~~ and ~~applied~~maintain instrategic acollaborations ~~manner that is inconsistent from one jurisdiction to another and may conflict~~ with ~~other~~product ~~rules~~suppliers or● ~~our~~Obtain ~~practices.~~financing ~~Any failure or perceived failure~~ to ~~comply~~implement ~~with our privacy or security policies or privacy-related legal obligations by us or third-party service-providers or~~ the ~~failure~~business 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.activities

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.20

~~Governments are continuing to focus~~NOVA ~~on privacy and data security and it~~ is ~~possible~~registered ~~that new privacy or data security laws will be passed or existing laws will be amended~~ in aQianhai ~~way~~Free ~~that~~Trade isZone, ~~material~~China. toIts ~~our~~ business. ~~Any~~operation ~~significant~~is ~~change~~an toe-commerce ~~applicable~~platform ~~laws,~~offering ~~regulations,~~online orretail ~~industry practices~~service, ~~regarding~~via ~~our~~OYA ~~users’~~Mall. ~~data~~From ~~could~~its ~~require~~inception uson toMay ~~modify our services and features~~26, ~~possibly~~2016 inthrough aApril ~~material manner~~2017, ~~and~~NOVA ~~may~~has ~~limit our~~been ~~ability~~building toits ~~develop~~website ~~new products, services,~~ and ~~features~~infrastructure. ~~Although we have made efforts to design our policies, procedures,~~Nova ~~and~~has ~~systems~~commenced toits ~~comply~~pilot ~~with~~operation ~~the current requirements of applicable state, federal, and foreign laws, changes to applicable laws and regulations~~ in ~~this~~May ~~area could subject us to additional regulation and oversight, any of which could significantly increase our operating costs~~2017.

~~The labeling, distribution, importation,~~NOVA’s ~~marketing,~~Chinese ~~and~~language ~~sale~~website ofis: ~~our products are subject to extensive regulation by various U~~www.Soyamall.com. ~~state~~The ~~and~~website ~~federal~~is ~~and foreign agencies~~operational, ~~including~~ ~~the~~where ~~CPSC,~~customers ~~Federal~~can ~~Trade~~buy ~~Commission~~products, ~~Food~~including ~~and Drug Administration~~food, ~~or FDA, Federal Communications Commission, and state~~non-prescription ~~attorneys general~~medicine, asskin ~~well~~care asproducts byetc. ~~various~~offered ~~other~~on ~~federal, state, provincial, local, and international regulatory authorities in~~ the ~~countries in which our products and services are distributed or sold~~website. IfThe wewebsite ~~fail~~is tonot ~~comply~~part ~~with any~~ of ~~these~~this ~~regulations, we~~Annual ~~could become subject to enforcement actions or the imposition of significant monetary fines~~report, ~~other~~but ~~penalties,~~referenced orfor ~~claims, which~~informational ~~could harm our operating results or our ability to conduct our business~~purposes.

23Recent Event

~~The global nature of our business operations~~On ~~also~~January ~~create~~10, ~~various~~2018, ~~domestic~~the ~~and~~Company ~~foreign~~announced ~~regulatory~~that ~~challenges~~the ~~and~~Hong ~~subject~~Kong usSpecial toAdministrative ~~laws~~Region ~~and~~(“HKSAR”) ~~regulations~~approved ~~such~~in asprinciple a ~~the~~grant ~~U.S.~~of ~~Foreign Corrupt~~up ~~Practices~~to ~~Act~~HK 3,018,750 or(approximately ~~FCPA~~$387,000) ~~the~~to ~~U.K.~~assist ~~Bribery~~in ~~Act,~~financing ~~and~~a ~~similar~~project ~~anti-bribery~~entitled ~~and anti~~“Blockchain-~~corruption~~Based ~~laws in other jurisdictions,~~Food and ~~our~~Drug ~~products~~Counterfeit ~~are~~Detection ~~also~~and ~~subject~~Regulatory System” to ~~U.S.~~be ~~export~~jointly ~~controls,~~developed ~~including~~by ~~the~~UBI ~~U.S.~~Hong ~~Department~~Kong ofand ~~Commerce’s~~The ~~Export~~Hong ~~Administration~~Kong Polytechnic ~~Regulations~~University ~~and~~(“HKPU”). ~~various~~The ~~economic~~related ~~and~~agreement ~~trade~~also ~~sanctions~~provides ~~regulations~~for ~~established~~UBI byHong ~~the~~Kong ~~Treasury~~to ~~Department’s~~contribute ~~Office~~up ofto ~~Foreign~~HK$3,018,750 (approximately ~~Assets~~$385,000) ~~Controls.~~to Ifthe weproject ~~become~~cost ~~liable~~in ~~under~~installments ~~these~~with ~~laws~~the orfirst ~~regulations,~~installment weof ~~may~~HK$561,198 be(approximately ~~forced~~$72,000) todue ~~implement~~upon ~~new measures to reduce our~~HKSAR’s ~~exposure~~signing toof ~~this~~the ~~liability~~agreement. This ~~may~~represents ~~require~~the uscompletion toof ~~expend~~a ~~substantial~~project ~~resources~~that orcommenced toin ~~discontinue~~November ~~certain~~2016 ~~products~~when orUBI ~~services, which~~and ~~would~~HKPU ~~negatively~~began discussions ~~affect~~to ~~our~~build ~~business,~~blockchain-based ~~financial~~technology ~~condition,~~ and ~~operating~~research ~~results.~~platforms Inwith ~~addition,~~ the ~~increased~~mission ~~attention~~of ~~focused upon~~resolving ~~liability~~important ~~issues~~food asand adrug safety ~~result~~issues. ofThe ~~lawsuits,~~parties ~~regulatory~~applied ~~proceedings,~~for ~~and~~government ~~legislative~~funding ~~proposals~~when ~~could~~they ~~harm~~filed ~~our~~their ~~brand~~technology orresearch ~~otherwise impact~~and ~~the~~development ~~growth~~project ~~of our business~~with HKSPA. ~~Any~~The ~~costs~~estimated ~~incurred~~completion asdate ~~a result~~ of ~~compliance~~the orproject ~~other~~is ~~liabilities~~the ~~under~~second ~~these~~quarter ~~laws~~of ~~or regulations could harm our business and operating results~~2019.

~~Employees~~Government Regulation

We are ~~have~~or 11may ~~full-time~~become ~~employees.~~subject ~~Within our~~to ~~workforce,~~a 4variety ~~employees~~of ~~are~~laws ~~engaged~~and regulations in ~~product~~the ~~development~~State ~~and~~of 7Delaware, ~~employees~~where we are ~~engaged~~incorporated, inthe United States and the People’s Republic of China (“PRC”) that involve matters central to our business, ~~development~~including laws and regulations regarding privacy, ~~finance~~data protection, ~~human resources~~data security, ~~facilities~~data retention, ~~information~~consumer ~~technology~~protection, ~~and~~advertising, ~~general~~electronic commerce, ~~management~~intellectual property, manufacturing, anti-bribery and ~~administration.~~anti-corruption, Weand ~~expect~~economic ~~the~~or ~~number~~other oftrade ~~employees~~prohibitions toor ~~rise~~sanctions. toThese ~~more~~laws ~~than~~and 25regulations byare ~~the~~continuously ~~end~~evolving ofand ~~December, 2017~~developing. WeThe ~~have~~scope noand ~~collective~~interpretation ~~bargaining~~of ~~agreements~~the ~~with~~laws ~~our~~that are ~~employees~~or ~~and~~may webe ~~have not~~applicable ~~experienced~~to ~~any~~us ~~work~~are ~~stoppages.~~often Weuncertain ~~consider~~and ~~our~~may ~~relationship~~be ~~with~~conflicting, ~~our~~particularly ~~employees~~with respect to beforeign ~~good~~laws.

~~Recent~~In particular, ~~Event~~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.

OnWe plan ~~May~~to ~~16,~~develop ~~2017,~~solutions ~~UBI~~to ~~executed~~ensure anthat ~~agreement to~~data ~~acquire~~transfers ~~Shenzhen~~from ~~Nova~~the E~~-commerce, Ltd~~.,U. ~~(“NOVA”)~~provide aadequate ~~private~~protections ~~Shenzhen~~to ~~Chinese~~comply ~~corporation.~~with ~~Under~~ the ~~terms~~E.U. ~~of the~~Data ~~Agreement~~Protection ~~UBI~~Directive. isIf towe ~~acquire~~fail ~~100%~~to ~~ownership~~develop ofsuch ~~Nova~~alternative indata ~~exchange~~transfer ~~for 25~~solutions,~~000,000~~ ~~unregistered~~one ~~restricted~~or ~~Class~~more Cnational ~~common~~data ~~shares~~protection byauthorities ~~UBI.~~in ~~The~~the ~~130~~European ~~owners~~Union ofcould ~~NOVA~~bring ~~are~~enforcement toactions ~~receive~~seeking ~~Class~~to Cprohibit ~~common~~or ~~shares,~~suspend ~~based~~our ondata ~~their~~transfers ~~pro-rata~~to ~~ownership of NOVA, when~~ the ~~transferred ownership of NOVA has been completed~~U.S. ~~Following the acquisition~~ and ~~the~~we ~~licensee~~could also ~~name~~face ~~change~~additional tolegal ~~UBI~~liability, ~~NOVA~~fines, ~~will~~negative bepublicity, aand ~~100%~~resulting ~~owned subsidiary~~loss of ~~the Company~~business.

The owners of NOVA will exchange their shares for Class C common shares of UBIA. Upon exchange, the NOVA shares are to be cancelled. In China, the exchange of shares requires the cancellation of registered shares of NOVA with the Chinese authorities. This process can take a few weeks to a couple of months to complete. The acquisition officially takes place when the governmental cancellation of the NOVA shares is effective. Management expects government approval by the end of July, 2017.21

24Governments 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.

~~About~~The labeling, ~~Shenzhen~~distribution, ~~Nova~~importation, ~~E-commerce~~marketing, ~~Ltd~~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.

~~Shenzhen~~The global ~~Nova~~nature ~~E-commerce~~of ~~Ltd.~~our ~~(“NOVA”)~~business operations also create various domestic and foreign regulatory challenges and subject us to laws ~~was~~and ~~incorporated~~regulations onsuch ~~May~~as 26the U.S. Foreign Corrupt Practices Act, ~~2016~~or ~~and~~FCPA, ~~currently~~the ~~operates~~U.K. anBribery ~~online~~Act, ~~store~~and insimilar ~~China~~anti-bribery ~~selling~~and aanti-corruption laws ~~wide~~in ~~range~~other ofjurisdictions, and our intended products are also subject to U.S. export controls, including ~~maternal~~the U.S. Department of Commerce’s Export Administration Regulations and ~~infant~~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, ~~cosmetics~~which would negatively affect our business, ~~wine~~financial condition, ~~household~~and ~~goods~~operating results. In addition, ~~digital~~the increased attention focused upon liability issues as a result of lawsuits, regulatory proceedings, and legislative ~~luxury~~proposals ~~products~~could harm our brand or otherwise impact the growth of our business. ~~Nova’s~~Any ~~website~~costs ~~became~~incurred ~~operational~~as ina result of compliance ~~April,~~or ~~2017~~other liabilities under these laws or regulations could harm our business and operating results.

~~NOVA is~~PRC ~~registered~~Government 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.Regulations

~~NOVA’s~~Because ~~Chinese~~our ~~language~~business ~~website~~and ~~is:~~employees ~~www.oyamall.com.~~are ~~The~~located ~~website~~in isthe ~~operational~~PRC, ~~where~~our ~~customers can~~business ~~buy~~is ~~products,~~also ~~including~~regulated ~~food,~~by ~~non-prescription~~the ~~medicine,~~national ~~skin~~and ~~care~~local ~~products~~laws ~~etc.~~of ~~offered on~~ the ~~website~~PRC. ~~For~~We believe ~~the~~our ~~purpose~~conduct of ~~this~~ ~~filing,~~business ~~the~~complies ~~website~~with isexisting ~~not~~PRC ~~part of this filing~~laws, ~~but~~rules ~~referenced~~and ~~for informational purposes~~regulations.

~~Results~~General Regulation of ~~Operations~~ Businesses

~~Revenues~~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.

~~During~~According to the ~~nine~~PRC ~~month~~Labor ~~period~~Contract ~~ended~~Law, we are required to enter into labor contracts with our employees. We are required to pay no less ~~May~~than ~~31,~~local ~~2017~~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 ~~Company~~PRC ~~had~~Social noInsurance ~~revenues~~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.

~~Expenses~~22

~~For the three months ended May 31,~~Foreign ~~2017,~~Currency the Company had total operating expenses of $668,669 as compared to $10,573 in 2016. The 2017 operating expenses consisted of salaries of $190,701, consulting fees of $409,167, legal and professional fees of $53,652 and other general and administrative expenses of $15,149. For the nine months ended May 31, 2017, the Company had total operating expenses of $1,170,660 as compared to $35,854 in 2016. The 2017 operating expenses consisted of salaries of $370,270, consulting fees of $665,834, legal and professional fees of $93,168 and other general and administrative expenses of $41,388.Exchange

~~Net~~The principal ~~Loss~~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.

~~For~~Pursuant to the ~~three~~Foreign ~~months~~Currency ~~ended~~Administration ~~May~~Rules, 31foreign invested enterprises, ~~2017~~ or FIEs, ~~the~~in ~~Company~~China ~~had~~may apurchase ~~net~~foreign ~~loss~~currency without the approval of $SAFE for trade and service-related foreign exchange transactions by providing commercial documents evidencing these transactions. They may also retain foreign exchange (~~668,669~~subject to a cap approved by SAFE) to satisfy foreign exchange liabilities or ~~$(0~~to pay dividends.~~01)~~ ~~per~~In ~~share~~addition, ofif ~~Class~~a Aforeign ~~and~~company ~~Class~~acquires Ca ~~common~~subsidiary ~~stock~~in ~~and~~China, ~~compared~~the toacquired acompany ~~loss~~will also become an ofFIE. ~~$(10~~However,~~573)~~ the relevant PRC government authorities may limit or ~~$(0.05)~~eliminate ~~per~~the ~~share~~ability of ~~Class~~FIEs Ato purchase and ~~Class~~retain Cforeign currencies ~~common~~in ~~stock~~the future. In addition, foreign exchange transactions for ~~the~~direct ~~same~~investment, ~~period~~loan ~~last~~and ~~year~~investment in securities outside China are still subject to limitations and require approvals from, and/or registration with, SAFE.

For the nine months ended May 31, 2017, the Company had a net loss of $(1,123,085) or $(0.03) per share of Class A and Class C common stock and compared to a loss of $(35,854) or $(0.17) per share of Class A and Class C common stock for the same period last year.23

25Employees

~~Going~~We have ~~Concern~~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 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.

~~The financial statements included with~~Results ~~this quarterly report have been prepared in accordance with generally accepted accounting principles applicable to a going concern which contemplates the realization~~ of assets and the satisfaction of liabilities and commitments in the normal course of business. As of May 31, 2017, the Company has accumulated losses of approximately $5,677,344 since inception. The Company’s ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and its ability to achieve and maintain profitable operations. Management plans to raise equity capital to finance the operating and capital requirements of the Company. Amounts raised will be used to further development of the Company’s services, to provide financing for marketing and promotion and for other working capital purposes. While the Company is putting forth its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for operations.Operations

~~These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Our financial statements do not include any adjustments that might arise from this uncertainty.~~Revenues

~~Liquidity~~During the three-month period ended November 30, 2017 and ~~Capital~~2016, ~~Resources~~the Company had no revenues.

As of May 31, 2017 the Company has total assets of $2,407,378 consisting of office equipment of $6,045, prepaid stock-based compensation of $2,398,333 and prepaid expenses of $3,000 and total liabilities of $353,300.Expenses

~~The~~For the ~~Company~~three ~~has~~months ~~limited~~ended ~~financial~~November ~~resources available~~30, ~~which has had an adverse impact on the Company’s liquidity~~2017, ~~activities and operations. These limitations have adversely affected~~ the Company’s ~~ability~~had tototal ~~obtain~~operating ~~certain~~expenses ~~projects and pursue additional business. Without realization~~ of ~~additional capital~~$1,223,524 itas ~~would~~compared ~~be unlikely for the Company~~ to ~~continue~~$75,869 asin ~~a going concern~~2016. For ~~In order for~~ the ~~Company~~three tomonths ~~remain a~~ended ~~Going~~November ~~Concern~~30, it2017, ~~will~~operating ~~need~~expenses toconsisted ~~find~~of ~~additional~~salaries ~~capital.~~of ~~Additional~~$263,963 ~~working~~(including ~~capital~~stock-based ~~may~~compensation of be$72,500, ~~sought~~consulting ~~through~~fees ~~additional~~of ~~debt~~$532,500 or(stock-based ~~equity private placements~~compensation), ~~additional~~legal ~~notes~~and ~~payable~~professional tofees ~~banks~~of or$343,872 ~~related parties~~ (~~officers,~~including ~~directors~~stock-based compensation orof ~~stockholders)~~$335,872) orand ~~from~~ other ~~available~~ ~~funding~~general ~~sources~~and atadministrative ~~market~~expenses ~~rates~~ of ~~interest~~$83, ~~or a combination of these~~189. ~~The~~For ~~ability~~the tothree ~~raise~~months ~~necessary~~ended ~~financing~~November ~~will~~30, ~~depend on many factors~~2016, ~~including~~ the ~~nature~~Company’s ~~and~~operating ~~prospects~~expenses consisted of: ~~any~~consulting ~~business~~fees toof be$25,000, ~~acquired~~legal and ~~the~~professional ~~economic~~fee ~~and~~of ~~market~~$31,369 ~~conditions~~and ~~prevailing~~other atgeneral ~~the~~and ~~time~~administrative ~~financing~~expenses isof ~~sought~~$10,500. NoThe ~~assurances~~increase ~~can~~in beoperating ~~given~~expenses ~~that~~resulted ~~any~~from ~~necessary~~the ~~financing~~Company’s ~~can be obtained on terms favorable~~effort to ~~the~~develop ~~Company,~~Blockchain ortechnology-based ~~at all.~~applications

26For the three months ended November 30, 2017, the interest expense accrued for loan from Tony Liu was $10,826.

~~Off-Balance~~For the ~~Sheet~~three ~~Arrangements~~months ended November 30, 2016, the Company had a gain of $572 from settlement of bank overdraft.

~~We do not have any off-balance sheet~~Net arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results or operations, liquidity, capital expenditures or capital resources that is material to investors.Loss

~~Critical~~For the ~~Accounting~~three ~~Policies~~months ended November 30, 2017, the Company had a net loss of $1,234,340 or $(0.01) per share of Class A and Class C ~~Estimates~~common stock and compared to a loss of $75,297 or $0.00 per share of Class A and Class C common stock for the same period last year.

~~Revenue Recognition: We recognize revenue~~Going from services and product sales once all of the following criteria for revenue recognition have been met: pervasive evidence that an agreement exists; the services have been rendered; the fee is fixed and determinable and not subject to refund or adjustment; and collection of the amount due is reasonable assured.Concern

~~New~~The financial ~~Accounting~~statements ~~Standards~~included with this quarterly report have been prepared in accordance with generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As of November 30, 2017, the Company had cash of 63,006 and current liabilities of $929,839. For the three months ended November 30, 2017, the Company incurred a net loss of $1,234,340. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The Company’s ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and its ability to achieve and maintain profitable operations. Management ~~has~~plans ~~evaluated~~to ~~recently~~raise ~~issued~~equity capital to finance the operating ~~accounting~~and ~~pronouncements~~capital ~~through~~requirements ~~May~~of 31the Company. Amounts raised will be used to further development of the Company’s services, ~~2017~~to provide financing for marketing and ~~concluded~~promotion and for other working capital purposes. While the Company is putting forth its best efforts to achieve the above plans, there is no assurance that ~~they~~any ~~will~~such ~~not~~activity ~~have~~will agenerate ~~material~~funds ~~effect~~that onwill ~~future~~be ~~financial~~available ~~statements~~for operations.

~~Item~~These conditions 3raise substantial doubt about the Company’s ability to continue as a going concern. ~~Quantitative~~Our ~~and~~financial ~~Qualitative~~statements do ~~Disclosures~~not ~~about~~include ~~Market~~any ~~Risk~~adjustments that might arise from this uncertainty.

~~Not required for smaller reporting companies.~~24

~~Item 4T. Controls~~ Liquidity and ~~Procedures~~Capital Resources

~~Evaluation~~As of November 30, 2017, the Company has total assets of ~~Disclosure~~$1,363,804 ~~Controls~~consisting of cash $63,006, prepaid stock-based compensation of $1,188,333, prepaid expense of $5,000, office equipment of $15,790 and ~~Procedures~~capitalized website development costs of $91,675 and total liabilities of $929,839.

~~Our~~The Company ~~disclosure~~has ~~controls~~limited ~~and~~financial ~~procedures~~resources available, as ~~defined~~which inhas ~~Rule~~had ~~13a-15(e)~~an adverse impact on the Company’s liquidity, activities and ~~15d-15(e)~~operations. ~~under~~These limitations have adversely affected the ~~Securities~~Company’s ~~Exchange~~ability ~~Act~~to obtain certain projects and pursue additional business. Without realization of ~~1934~~additional capital, asit ~~amended~~would (be unlikely for the ~~“Exchange~~Company ~~Act”),~~to continue as a going concern. In order ~~are~~for ~~designed~~the Company to ~~ensure~~remain ~~that~~a ~~information~~Going ~~required~~Concern it will need to befind ~~disclosed~~additional incapital. ~~reports~~Additional ~~filed~~working capital may be sought through additional debt or ~~submitted~~equity ~~under~~private ~~the~~placements, ~~Exchange~~additional ~~Act~~notes ispayable ~~recorded~~to banks or related parties (officers, ~~processed,~~ ~~summarized~~directors or stockholders), or ~~and~~from ~~reported~~other ~~within~~available ~~the~~funding ~~time~~sources ~~periods~~at ~~specified~~market inrates ~~rules~~of ~~and~~interest, ~~forms~~or ~~adopted~~a bycombination ~~the~~of ~~SEC,~~these. ~~and~~The ~~that~~ability ~~such~~to ~~information~~raise necessary isfinancing ~~accumulated~~will ~~and~~depend ~~communicated~~on tomany ~~management~~factors, including the ~~Chief~~nature ~~Executive~~and ~~Officer~~prospects of any business to be acquired and the ~~Chief~~economic ~~Financial~~and market ~~Officer,~~conditions toprevailing ~~allow~~at the time financing is sought. No assurances can be given that any necessary financing can be obtained ~~timely~~on ~~decisions~~terms ~~regarding~~favorable ~~required~~to ~~disclosures~~the Company, or at all.

27Off-Balance Sheet Arrangements

~~Management, with the participation~~We ofdo ~~the~~not ~~Chief~~have ~~Executive~~any ~~Officer~~off-balance ~~and~~sheet ~~the~~arrangements ~~Chief~~that ~~Financial~~have ~~Officer,~~or ~~has~~are ~~evaluated~~reasonably ~~the~~likely ~~effectiveness~~to ofhave ~~our~~a ~~disclosure~~current ~~controls~~or ~~and procedures~~future aseffect ~~of the end of the period covered by this report. Based~~ on ~~such~~our ~~evaluation~~financial condition, ~~the~~changes ~~Chief~~in ~~Executive~~financial ~~Officer~~condition, ~~and~~revenues ~~the~~or ~~Chief Financial~~expenses, ~~Officer~~results ~~concluded~~or ~~that~~operations, ~~our~~liquidity, ~~disclosure~~capital ~~controls~~expenditures ~~and~~or ~~procedures were not effective. Our disclosure controls and procedures~~capital ~~were~~resources ~~not~~that ~~effective~~is ~~because of the “~~material ~~weaknesses” described below under “Management’s report on internal control over financial reporting,” which are in the process of being remediated as described below under “Management Plan~~ to ~~Remediate Material Weaknesses~~investors.”

~~Management’s Report on Internal~~Critical ~~Control~~Accounting ~~over~~Policies ~~Financial~~and ~~Reporting~~Estimates

~~Our~~Revenue Recognition: ~~management~~We isrecognize ~~responsible~~revenue ~~for~~from ~~establishing~~ services and ~~maintaining~~product ~~adequate~~sales ~~internal~~once ~~control~~all ~~over~~of ~~financial~~the ~~reporting.~~following ~~Internal~~criteria ~~control~~for ~~over~~revenue ~~financial~~recognition ~~reporting, as defined in rules~~have ~~promulgated~~been ~~under~~met: ~~the~~pervasive ~~Exchange~~evidence ~~Act,~~that isan aagreement ~~process~~exists; ~~designed by, or under~~ the ~~supervision~~services ~~of,~~have ~~our~~been ~~Chief~~rendered; ~~Executive~~the ~~Officer~~fee ~~and~~is ~~Chief Financial~~fixed ~~Officer~~ and ~~affected~~determinable ~~by our Board of Directors, management~~ and not ~~other~~subject ~~personnel~~ to ~~provide~~refund ~~reasonable~~or ~~assurance~~adjustment; ~~regarding the~~and ~~reliability~~collection of ~~financial reporting and~~ the ~~preparation~~amount ofdue ~~financial~~is ~~statements~~reasonable ~~for external purposes in accordance with GAAP~~assured. ~~Internal control over financial reporting includes those policies and procedures that:~~

●New Accounting pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; ● provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and our Board of Directors; and ● provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.Standards

~~Because of its inherent limitations,~~Management ahas ~~system~~evaluated ofrecently ~~internal~~issued ~~control~~accounting ~~over~~pronouncements ~~financial~~through ~~reporting~~November ~~can provide only reasonable~~30, ~~not~~2017 ~~absolute,~~and ~~assurance~~concluded that ~~the~~they ~~objectives of~~will ~~the control system are met and may~~ not ~~prevent~~have ~~or detect misstatements. Internal control over financial reporting is~~ a ~~process~~material ~~that~~effect involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on afuture ~~timely basis by internal control over~~ financial ~~reporting.~~ ~~However, these inherent limitations are known features of the financial reporting process, and it is possible to design into the process safeguards to reduce, though not eliminate, this risk~~statements. ~~Further, over time control may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate.~~

28Item 3. Quantitative and Qualitative Disclosures about Market Risk.

~~Our management assessed the effectiveness~~Not ofrequired ~~our~~for ~~internal~~smaller ~~control over financial~~ reporting ~~as of May 31, 2017~~companies. In making its assessment, management used the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on its assessment, management has concluded that we had certain control deficiencies described below that constituted material weaknesses in our internal controls over financial reporting. As a result, our internal control over financial reporting was not effective as of May 31, 2017.

~~A “material weakness” is~~Item defined under SEC rules as 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 a company’s annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls4T. AsControls ~~a result of management’s review of the investigation issues~~ and results, and other internal reviews and evaluations that were completed after the end of quarter related to the preparation of management’s report on internal controls over financial reporting required for this quarterly report on Form 10-Q, management concluded that we had material weaknesses in our control environment and financial reporting process consisting of the following:Procedures

	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)	insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.

Evaluation of Disclosure Controls and Procedures

WeOur disclosure docontrols ~~not~~and ~~believe~~procedures, ~~the~~as ~~material~~defined ~~weaknesses described~~in ~~above~~Rule ~~caused~~13a-15(e) ~~any~~and ~~meaningful~~15d-15(e) orunder ~~significant~~the ~~misreporting~~Securities ofExchange ~~our~~Act ~~financial condition and results~~ of ~~operations~~1934, ~~for~~as ~~the~~amended ~~quarter~~(the ~~ended~~“Exchange ~~May 31~~Act”), ~~2017.~~are ~~However,~~designed ~~management~~to ~~believes~~ensure that ~~the~~information ~~lack~~required ofto abe ~~functioning~~disclosed ~~audit~~in ~~committee~~reports ~~and~~filed or submitted under the ~~lack~~Exchange ofAct ais ~~majority of~~recorded, ~~outside~~processed, ~~directors~~summarized, onand ~~our~~reported ~~board~~within ofthe ~~directors~~time ~~results~~periods specified in ~~ineffective~~rules ~~oversight~~and informs adopted by the ~~establishment~~SEC, and ~~monitoring~~that ofsuch ~~required internal~~information ~~controls~~is accumulated and ~~procedures~~communicated to management, ~~which~~including ~~could~~the ~~result~~Chief inExecutive aOfficer ~~material~~and the ~~misstatement~~Chief inFinancial ~~our~~Officer, ~~financial~~to ~~statements~~allow intimely ~~future~~decisions ~~periods~~regarding required disclosures.

~~Management Plan to Remediate Material Weaknesses~~25

Management, with isthe ~~pursuing~~participation of the ~~implementation of~~Chief ~~corrective~~Executive ~~measures~~Officer toand ~~address~~the Chief Financial Officer, has evaluated the ~~material~~effectiveness ~~weaknesses~~of ~~described~~our disclosure ~~below.~~controls Inand anprocedures ~~effort~~as toof ~~remediate~~the end of the ~~identified~~period ~~material~~covered ~~weaknesses~~by this report. Based on such evaluation, the Chief Executive Officer and ~~other~~the ~~deficiencies~~Chief ~~and~~Financial ~~enhance~~Officer concluded that, our ~~internal~~disclosure controls, weand ~~have~~procedures ~~initiated,~~were ornot ~~plan~~effective. toOur ~~initiate,~~disclosure controls and procedures were not effective because of the ~~following~~“material ~~series~~weaknesses” described below under “Management’s report on internal control over financial reporting,” which are in the process of ~~measures:~~being remediated as described below under “Management Plan to Remediate Material Weaknesses.”

~~We will create a position to segregate~~Management’s ~~duties~~Report ~~consistent~~on ~~with~~Internal ~~control~~Control ~~objectives~~over ~~and~~Financial will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. We plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.Reporting

~~We believe the remediation measures~~Our ~~described~~management ~~above~~is ~~will~~responsible ~~remediate~~for ~~the~~establishing ~~material weaknesses we have identified~~ and ~~strengthen~~maintaining ~~our~~adequate internal control over financial reporting. Internal control Weover ~~are~~financial ~~committed~~reporting, toas ~~continuing~~defined toin ~~improve~~rules ~~our~~promulgated ~~internal~~under ~~control~~the ~~processes~~Exchange ~~and~~Act, ~~will~~is ~~continue~~a toprocess ~~diligently~~designed ~~and~~by, ~~vigorously~~or ~~review~~under the supervision of, our ~~financial~~Chief ~~reporting~~Executive ~~controls~~Officer and ~~procedures.~~Chief AsFinancial weOfficer ~~continue~~and toaffected ~~evaluate~~by ~~and~~our ~~work~~Board toof ~~improve~~Directors, ~~our~~management ~~internal~~and ~~control~~other ~~over financial~~personnel ~~reporting,~~to weprovide ~~may~~reasonable ~~determine~~assurance toregarding ~~take~~the ~~additional~~reliability ~~measures~~of tofinancial ~~address~~reporting ~~control~~and ~~deficiencies~~the orpreparation ~~determine~~of tofinancial ~~modify,~~statements orfor external purposes in ~~appropriate circumstances~~accordance ~~not~~with toGAAP. ~~complete,~~Internal ~~certain~~control ofover ~~the~~financial ~~remediation~~reporting ~~measures~~includes ~~described~~those ~~above.~~policies and procedures that:

~~Changes~~● pertain to the maintenance of records that in ~~Internal~~reasonable ~~Control~~detail ~~over Financial~~accurately ~~Reporting~~and fairly reflect the transactions and dispositions of our assets; ● provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and our Board of Directors; and ● provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

~~There~~Because of ~~were~~its noinherent ~~changes~~limitations, ina ~~our~~system of internal control over financial reporting ~~(as~~can ~~such~~provide ~~term~~only isreasonable, ~~defined~~not inabsolute, assurance ~~Rules~~that ~~13a-15(f)~~the ~~and~~objectives ~~15d-15(f)~~ of the ~~Exchange~~control ~~Act)~~system ~~during~~are ~~the~~met ~~most~~and may not prevent or detect misstatements. Internal control over ~~recent~~financial ~~fiscal~~reporting ~~quarter~~is a process that ~~have~~involves ~~materially~~human ~~affected,~~diligence orand ~~are~~compliance ~~reasonably~~and ~~likely~~is subject to ~~materially~~lapses ~~affect~~in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper override. Because of such limitations, ~~our~~there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process, and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Further, over time control may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate.

29Our management assessed the effectiveness of our internal control over financial reporting as of November 30, 2017. In making its assessment, management used the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on its assessment, management has concluded that we had certain control deficiencies described below that constituted material weaknesses in our internal controls over financial reporting. As a result, our internal control over financial reporting was not effective as of November 30, 2017.

~~PART II. OTHER INFORMATION~~26

~~Item~~A “material 1weakness” —is defined under SEC rules as a deficiency, or a combination of deficiencies, in internal control ~~Legal~~over ~~Proceedings~~financial reporting such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls. As a result of management’s review of the investigation issues and results, and other internal reviews and evaluations that were completed after the end of quarter related to the preparation of management’s report on internal controls over financial reporting required for this quarterly report on Form 10-Q, management concluded that we had material weaknesses in our control environment and financial reporting process consisting of the following:

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

	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)	insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.

We do ~~are~~ not ~~presently~~believe athe ~~party~~material toweaknesses described above caused any meaningful or significant misreporting of our financial condition ~~material~~and ~~litigation~~results of operations for the quarter ended November 30, ~~nor~~2017. toHowever, management believes that the ~~knowledge~~lack of ~~management~~a isfunctioning audit ~~any~~committee ~~litigation~~and ~~threatened~~the ~~against~~lack usof a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which ~~may~~could ~~materially~~result ~~affect~~in usa material misstatement in our financial statements in future periods.

~~Item~~Management Plan 1Ato -Remediate ~~Risk Factors~~Material Weaknesses

~~See Risk Factors set forth in Part~~Management I,is ~~Item~~pursuing ~~1A of~~ the ~~Company’s~~implementation ~~Annual~~of ~~Report~~corrective onmeasures ~~10-K~~to ~~for~~address the ~~fiscal~~material ~~year~~weaknesses ~~ended~~described ~~August~~below. ~~31,~~In ~~2016~~an ~~and~~effort ~~the~~to ~~discussion in Item 2~~remediate ofthe ~~Part~~identified Imaterial ~~above,~~weaknesses ~~under “Liquidity~~ and ~~Capital~~other ~~Resources.”~~deficiencies ~~Additionally~~and ~~see~~enhance ~~Risk~~our ~~Factors~~internal ~~set~~controls, ~~forth~~we inhave ~~the~~initiated, ~~Form~~or 10plan ~~Information disclosed~~to in initiate, the ~~Company’s~~following ~~Amended~~series ~~Current~~of ~~Report in Form 8-K/A filed in the Commission on April 11, 2017.~~measures:

~~Item~~We will 2create —a position to segregate duties consistent with control objectives and will increase our personnel resources and technical ~~Unregistered~~accounting ~~Sales~~expertise within the accounting function when funds are available to us. We plan to appoint one or more outside directors to our board of ~~Equity~~directors ~~Securities~~who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and ~~Use~~monitoring of ~~Proceeds~~required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.

~~None~~We believe the remediation measures described above will remediate the material weaknesses we have identified and strengthen our internal control over financial reporting. We are committed to continuing to improve our internal control processes and will continue to diligently and vigorously review our financial reporting controls and procedures. As we continue to evaluate and work to improve our internal control over financial reporting, we may determine to take additional measures to address control deficiencies or determine to modify, or in appropriate circumstances not to complete, certain of the remediation measures described above.

~~Item~~Changes in 3Internal ~~— Defaults~~Control ~~Upon~~over ~~Senior~~Financial ~~Securities~~Reporting

~~None~~There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~Item 4 — Submission of Matters to a Vote of Security Holders~~27

~~None~~PART II. OTHER INFORMATION

Item 1 5 — ~~Other~~ ~~Information~~Legal Proceedings

OnFrom time ~~May~~to 24time, ~~2017,~~we ~~the~~may ~~Company~~become ~~increased the~~involved ~~number~~in ofvarious ~~authorized~~lawsuits ~~common~~and ~~shares~~legal ~~from 200~~proceedings,~~000,000~~ ~~shares~~which toarise ~~2,000,000,000~~in ~~shares~~the ~~(1,000,000,000~~ordinary ~~shares~~course of ~~Class A common~~business. ~~stock~~However, ~~500,000,000~~litigation ~~shares~~is ofsubject ~~Class~~to Binherent ~~common stock~~uncertainties, and ~~500,000,000~~an ~~shares~~adverse ofresult ~~Class~~in Cthese ~~common~~or ~~stock)~~other matters may arise from time to time that may harm our business.

30We are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us, which may materially affect us.

Item 1A 6- ~~— Exhibits~~Risk Factors

Exhibit Number	Ref	Description of Document
31.1		Certifications of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certifications of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Principal Financial Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
101	*	The following materials from this Quarterly Report on Form 10-Q for the quarter ended May 31, 2017, formatted in XBRL (eXtensible Business Reporting Language):
		(1) Balance Sheets at May 31, 2017 (Unaudited) and August 31, 2016 (Audited).
		(2) Unaudited Statements of Operations for the nine-month and three-month periods ended May 31, 2017 and 2016.
		(3) Unaudited Statements of Cash Flows for the nine-month periods ended May 31, 2017 and 2016.
		(4) Notes to the financial statements (Unaudited).

See Risk Factors set forth in Part I, Item 1A of the Company’s Annual Report on 10-K for the fiscal year ended August 31, 2017 and the discussion in Item 2 of Part I above, under “Liquidity and Capital Resources.” Additionally see Risk Factors set forth in the Form 10 Information disclosed in the Company’s Amended Current Report in Form 8-K/A filed in the Commission on November 17, 2017.

●Item 2 ~~Pursuant~~— toUnregistered ~~Rule~~Sales ~~406T~~ of ~~Regulation~~Equity ~~S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the~~ Securities ~~Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities~~ and ~~Exchange~~Use ~~Act~~ of ~~1934, as amended, and otherwise are not subject to liability under those sections.~~Proceeds

31On October 2, 2017, the Board of Directors approved the issuance 82,000 unregistered restricted Class A common stock in exchange for legal services. We did not engage in any form of general solicitation or general advertising in connection with this transaction. The shareholders were provided access to all material information, 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.

~~SIGNATURES~~The 82,000 Class A were subsequently registered in a S-1 Registration Statement that became effective on December 22, 2017.

~~Pursuant to the requirements of the~~Item ~~Securities~~3 ~~Exchange~~— ~~Act~~Defaults ofUpon ~~1934,~~Senior ~~the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~Securities

	UBI Blockchain Internet, Ltd. Registrant
Date: July 17, 2017	By:	/s/ Tony Liu
	Name:	Tony Liu Principal Executive Officer
Date: July 17, 2017	By:	/s/ Chan Cheung
	Name:	Chan Cheung Principal Accounting Officer

None.

32Item 4 — Submission of Matters to a Vote of Security Holders

None.

Item 5 — Other Information

The Company filed a Registration Statement on Form S-1, that registered 20,582,000 of our Class A Common Stock, par value $0.001, and 51,700,000 shares of our Class C Common Stock, par value $0.001. The Registration became effective on December 22, 2017.

Item 6 — Exhibits

Exhibit Number	Ref	Description of Document
31.1		Certifications of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certifications of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

101	*	The following materials from this Quarterly Report on Form 10-Q for the quarter ended November 30, 2017, formatted in XBRL (eXtensible Business Reporting Language):

		(1) Balance Sheets at November 30, 2017 (Unaudited) and August 31, 2017 (Audited).

		(2) Unaudited Statements of Operations for the three-month periods ended November 30, 2017 and 2017.

		(3) Unaudited Statements of Cash Flows for the three-month periods ended November 30, 2017 and 2017.

		(4) Notes to the financial statements (Unaudited).

●

Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

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, thereunto duly authorized.

	UBI Blockchain Internet, Ltd. Registrant

Date: January 16, 2018	By:	/s/ Tony Liu
	Name:	Tony Liu Principal Executive Officer

Date: January 16, 2018	By:	/s/ Chan Cheung
	Name:	Chan Cheung Principal Accounting Officer

Filing Compare · UBI Blockchain Internet LTD-DE