UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
JA Energy
(Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE PER SHARE
(Title of Class of Securities)
46607P 203
(CUSIP Number)
UBI Blockchain Internet LTD
Smart-Space 3F, Level 9, Cyberport 3
100 Cyberport Road, Hong Kong
People's Republic of China
(852) 36186110
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 3, 2016
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ].
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
(Continued on following pages)
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| CUSIP No. 46607P 203 | Schedule 13D | Page 2 of 6 Pages |
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
UBI Blockchain Internet LTD | |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) [ ] (b) [ ] | |
| 3 |
SEC USE ONLY
| |
| 4 |
SOURCE OF FUNDS (see instructions)
PF | |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ] | |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong | |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
36,000,000 shares, represents 30,000,000 shares of Class A Common Stock, par value $0.001 per share, and 6,000,000 shares of Class B Common Stock, par value $0.001 per share of JA Energy. Each Class B Common Stock is convertible into one share, fully paid and nonassessable Class A Common Stock, par value $0.0001 per share of JA Energy, on a 1:1 basis upon written notice to the transfer agent. Each share of the Class B Common Stock is entitled to ten (10) votes per share.
The Class A Common Stock and Class B Common Stock, par value $0.001 per share of JA Energy vote together as a single class. |
| 8 |
SHARED VOTING POWER
0 | |
| 9 |
SOLE DISPOSITIVE POWER
36,000,000 shares (represents 6,000,000 shares of Class B Common Stock, where each Class B share is convertible into one share of fully paid and nonassessable Class A Common Stock, on a 1:1 basis upon written notice to the transfer agent. | |
| 10 |
SHARED DISPOSITIVE POWER
0 | |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,000,000 | |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [ ] | |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
99.8% of common stock(1) | |
| 14 |
TYPE OF REPORTING PERSON (see instructions)
CO | |
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| CUSIP No. 46607P 203 | Schedule 13D | Page 3 of 6 Pages |
1) Percentage of total voting power represents voting power with respect to all shares of our Common Stock (30,217,046 issued and outstanding) and Class B Voting stock (6,000,000 shares issued and outstanding), as a single class. The holder of our Class B Voting Stock are entitled to ten votes per share, and holders of our Class A Common Stock are entitled to one vote per share. The 6,000,000 Class B shares have voting rights equal to 60,000,000 common shares. Percentage of Total Voting Power is calculated based on an aggregate of 90,217,046 (30,217,046 Class A Common + 60,000,000 Class B Voting Common) shares issued and outstanding. Shares issued and outstanding as described in Item 5 of this Schedule 13D, as reported in the Issuer’s Current Report on Form 8-K filed with the U. S. Securities and Exchange Commission (“SEC”) on October 4, 2016.
|
Item 1. |
Security and Issuer | |
| (a) | Name of Issuer: | |
| JA Energy, a Nevada corporation (the "Issuer"). | ||
| (b) | Address of Issuer’s Principal Executive Offices: | |
| 8250 W. Charleston Blvd, Suite 110 | ||
| Las Vegas, NV 89117 | ||
| Item 2. | Identity and Background. | |
| (a) | Name of Person Filing: | |
| (b) | Address of Principal Business Office: | |
| (c) | Citizenship: | |
|
UBI Blockchain Internet LTD Smart-Space 3F, Level 9, Cyberport 3 100 Cyberport Road, Hong Kong People's Republic of China |
Item 3. Source and Amount of Funds or Other Consideration.
On or about October 3, 2016, the UBI Blockchain Internet LTD ("Reporting Person") purchased 30,000,000 Class A Common Shares, 6,000,000 Class B Common Shares and 40,000,000 Class C Common, non-voting shares for $200,000 directly from the Issuer in a Reg S Offering. The Class C Common Shares cannot be issued until the company increases the number of authorized shares. The funds to purchase these shares came directly from the bank account of the Reporting Person. The funds came from previous investments made by the Reporting Person.
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| CUSIP No. 46607P 203 | Schedule 13D | Page 4 of 6 Pages |
Item 4. Purpose of Transaction.
The Reporting Person has acquired the Securities of the Issuer for investment purposes, and such purchases have been made in the Reporting Person’s ordinary course of business.
Item 5. Interest in Securities of the Issuer.
(a) Amount Beneficially Owned:
As of the close of business on October 3, 2016, UBI Blockchain Internet LTD, a Hong Kong corporation, beneficially owns 30,000,000 shares of the Issuer's Class A Common, 6,000,000 shares of the Issuer's Class B Common, and 40,000,000 shares of the Issuer's Class C, when authorized to be issued. Tony Liu is the beneficial owner of UBI Blockchain Internet LTD, who has the ultimate voting control over the shares held by this entity. The Class A, B and C Common shares were purchased by UBI Blockchain Internet LTD in September, 2016, directly from the Issuer for $200,000 through a Regulation S Offering. These 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 UBI Blockchain Internet LTD who attested they are accredited investors who are not citizens nor residents of the USA.
(b) Percent of Class:
As of the close of business on November 5, 2014, UBI Blockchain Internet LTD, a Hong Kong corporation, beneficially owns 99.8% of the Issuer’s Common Stock outstanding (see Item 4(a) above), which percentage was calculated based on 30,217,046 issued and outstanding Class A Common shares, and 6,000,000 issued and outstanding Class B Voting stock, as a single class. The 6,000,000 Class B shares have voting rights equal to 60,000,000 common shares. Percentage of Total Voting Power is calculated based on an aggregate of 90,217,046 (30,217,046 Class A Common + 60,000,000 Class B Voting Common) shares issued and outstanding. This was reported in the Issuer’s Form 8-K, filed with the U.S. Securities & Exchange Commission on October 4, 2016.
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| CUSIP No. 46607P 203 | Schedule 13D | Page 5 of 6 Pages |
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
See Item 7 on such reporting person’s cover page hereto.
(ii) Shared power to vote or to direct the vote:
See Item 8 on such reporting person’s cover page hereto.
(iii) Sole power to dispose or to direct the disposition of:
See Item 9 on such reporting person’s cover page hereto
(iv) Shared power to dispose or to direct the disposition of:
See Item 10 on such reporting person’s cover page hereto.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Other than as described in this Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any other person with respect to any securities of the Issuer.
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| CUSIP No. 46607P 203 | Schedule 13D | Page 6 of 6 Pages |
Item 7. Material to be Filed as Exhibits.
| Exhibit | Description |
| 1 | Regulation S Subscription Agreement |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and accurate.
| October 6, 2016 | By: | /s/ Tony Liu | |
| Tony Liu | |||
| Beneficial Owner | |||
6
Exhibit 1
subscription agreement for non-us citizens
JA Energy
_______________________________________________________________________
COMMON STOCK SUBSCRIPTION AGREEMENT
REGULATION S SUBSCRIPTION AGREEMENT
TO: JA Energy
| a Nevada corporation (the “Company”) |
| FROM: | THE UNDERSIGNED SUBSCRIBER(S) FOR COMMON STOCK OF THE COMPANY (the “Subscriber(s)”) |
| RE: | To purchase Class A, Class B and Class C common stock of the Company between the Subscriber and the Company (the "Subscription Agreement") of JA Energy common stock, pursuant to Regulation S of the Securities Act of 1933 (the “Act”). |
Special Note: JA Energy is selling 30,000,000 Class A (trading shares), 6,000,000 Class B (voting shares where each share has the voting power of 10 shares and each share can convert into a Class A share on a 1:1 basis upon written notice to the transfer agent) and 40,000,000 Class C shares (with no voting power, except as required by law on a Subscription Receivable basis, until such time as sufficient shares are authorized.
In consideration of the agreement of the Company for shares of its common stock to the Subscriber pursuant to the Subscription Agreement, the Subscriber hereby covenants and agrees with the Company and represents and warrants to the Company as follows:
1. The Subscriber(s) agrees to resell the Shares only in accordance with the provisions of
Regulation S of the Act pursuant to registration under the Act, or pursuant to an
available exemption from registration pursuant to the Act.
| 2. | The Subscriber(s) and the Company agree that the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S of the Act, pursuant to registration under the Act, or pursuant to an available exemption from registration. |
| 3. | The Subscriber(s) acknowledges and agrees that all certificates representing the Shares will be endorsed with the following legend in accordance with Regulation S of the Act, or such other legend as deemed advisable by the Company’s legal counsel to ensure compliance with the Act: |
“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT”.
| 4. | The Subscriber(s) represents and warrants to the Company and acknowledges that the Company is relying upon the Subscribers' representations and warranties in agreeing to sell the Shares to the Subscriber(s) that: |
| (A) | The Subscriber(s) is/are not a "U.S. Person" as defined by Regulation S of the Act and is not acquiring the Shares for the account or benefit of a U.S. Person. |
A “U.S. Person" is defined by Regulation S of the Act to be any person who is:
| (1) | any natural person resident in the United States; |
| (2) | any partnership or corporation organized or incorporated under the laws of the United States; |
| (3) any estate of which any executor or administrator is a U.S. person; |
(4) any trust of which any trustee is a U.S. person;
| (5) any agency or branch of a foreign entity located in the United States; |
(6) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporate, or (if an individual) resident in the United States; and
(7) any partnership or corporation if.
| 1. organized or incorporated under the laws of any foreign jurisdiction; - |
| and |
| 2. formed by a U.S. person principally for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated, and owned, by accredited investors [as defined in Section 230.501 (a) of the Act] who are not natural persons, estates or trusts. |
| (B) | An “Accredited Investor” is defined by the Act to be any person who is: |
(i) Any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his/her purchase, exceeds $1,000,000 (USD); or
(ii) Any natural person who had an individual income in excess of $200,000 (USD) in each of the two most recent years or joint income with that person's spouse in excess of $300,000 (USD) in each of those years and has a reasonable expectation of reaching the same income level in the current year;
5. The Subscriber(s) hereby acknowledges that the offering of the Shares has not been reviewed by the United States Securities and Exchange Commission (the "SEC") and that the Shares are being issued by the Company pursuant to an exemption from registration provided by Regulation S pursuant to the United States Securities Act.
6. The Subscriber(s) recognizes that the purchase of Shares involves a high degree of risk in that the Company is in the early stages of development of its business.
7. An investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Shares.
8. The Subscriber(s) understands that the Shares it is purchasing are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act only in certain limited circumstances. In this connection, the Subscriber represents they understand the resale limitations imposed herein.
9. The Subscriber(s) is/are an investor in securities of companies in the development stage and acknowledges that it is able to fend for itself, can bear the economic risk of its investment, and has such knowledge and experience in financial or business matters such that it is capable of evaluating the merits and risks of the investment in the Shares. The Subscriber can bear the economic risk of this investment, and was not organized for the purpose of acquiring the Shares.
10. The Subscriber(s) believes it has received all the information it considers necessary or appropriate for deciding whether to purchase the Shares. The Subscriber(s) further represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Offering and the business, properties, prospects and financial condition of the Company. The Subscriber(s) has had full opportunity to discuss this information with the Subscribers’ legal and financial advisers prior to execution of this Subscription Agreement.
11. The Subscriber(s) is/are not aware of any advertisement of the Shares.
12. The Subscriber(s) is/are acquiring the Shares subscribed to hereunder as an investment for the Subscriber's own account, not as a nominee or agent, and not with a view toward the resale or distribution of any part thereof, and the Subscriber has no present intention of selling, granting any participation in, or otherwise distributing the same.
13. The Subscriber(s) does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person, or to any third person, with respect to any of the Shares sold hereby.
14. The Subscriber(s) has full power and authority to enter into this Agreement and this Agreement constitutes a valid and legally binding obligation of the Subscriber, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
15. The Subscriber(s) agrees not to engage in hedging transactions with regard to the Shares unless in compliance with the Act.
16. The Subscriber(s) agrees to execute an agreement imposing restrictions on transfer in the form required by the Company.
DATED effective as of the date of the Subscription Agreement.
JA Energy
SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT
UBI Blockchain Internet LTD
Name of Subscriber
Smart-Space 3F, Level 9, Cyberport 3
100 Cyberport Road, Hong Kong
Street
Hong Kong
City, Province, Zip Code, Country
The undersigned subscribes for 30,000,000 shares of Class A Trading Common Stock, where each share has one vote, 6,000,000 shares of Class B Voting Stock, where each share has ten (10) votes and can convert into Class A shares on a 1:1 basis upon written notice to the transfer agent, and 40,000,000 Class C shares. Total subscription price: $200,000.00 USD, total price for 30,000,000 Class A JA Energy trading shares, 6,000,000 Class B voting shares and 40,000,000 Class C shares.
Signature:
By /s/ Tony Liu_________________ Date: September 15, 2016
Print Name: Tony Liu
Taxpayer Identification Number ___Not Applicable________ (Social Security number for individuals)
STATUS (if not individual): Trust ( ) Corporation ( ) Partnership ( )
IRA ( ) Other (describe) ___________________
TITLE TO BE TAKEN BY (if not individual):
( ) Joint Tenant with _______________________________(name of co-tenant)
( ) Other (describe):___________________________________________
|
_X__ CHECK HERE IF YOU ARE AN ACCREDITED INVESTOR AS DEFINED IN PARAGRAPH 4(B).
____ CHECK HERE IF YOU ARE NOT AN ACCREDITED INVESTOR AS DEFINED IN PARAGRAPH 4(B)
_X_ CHECK HERE IF YOU ARE NOT A CITIZEN OR RESIDENT OF THE UNITED STATES
_X_ CHECK HERE THAT YOU ARE NOT PURCHASING ON BEHALF OF RESIDENT OF THE UNITED STATES |