- Statement of Changes in Beneficial Ownership (4)
21 Abril 2010 - 8:41PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Expires:
February 28, 2011
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
ZENG YANG
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2. Issuer Name
and
Ticker or Trading Symbol
UONLIVE CORP
[
UOLI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
5/F GUANGDONG FINANCE BUILDING, 88 CONNAUGHT ROAD WEST
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/23/2009
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(Street)
HONG KONG PRC
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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9/23/2009
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J
(1)
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250000.0000
(2)
(3)
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A
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$0.0000
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40000000.0000
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I
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Shares owned by Standford Global Capital Limited, which is 100% owned by Reporting Person
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Common Stock
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4/7/2010
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P
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550000.0000
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A
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$0.1000
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950000.0000
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I
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Shares owned by Standford Global Capital Limited, which is 100% owned by Reporting Person
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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Upon closing of a share exchange transaction on March 28, 2008, Ms. Zeng and Standford Global Capital acquired beneficial ownership of 15,000,000 shares of Uonlive Corporation's (f/k/a China World Trade) common stock and 250,000 shares of Series A Convertible Preferred Stock. Each share of Series A Convertible Preferred Stock was originally convertible into one hundred shares of common stock and became convertible into one share of common stock upon the consummation of the reverse stock split on September 23, 2009. The ratio for the reverse stock split was 1:100. The authorized capital of Uonlive remained at 200,000,000 shares, so that there were sufficient authorized shares to permit conversion of the Series A Convertible Preferred Stock after the reverse split.
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(
2)
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As mentioned above, Uonlive Corporation consummated a 1:100 reverse stock split effective September 23, 2009, which reduced the number of issued and outstanding shares of common stock to a current figure of 1,996,355 and also reduced the conversion ratio of the Series A Convertible Preferred Stock from 1:100 to 1:1 pursuant to the terms of its certificate of designation. The reverse stock split did not affect the authorized shares of Common Stock of Uonlive, which remain at 200,000,000 shares. As a result, Ms. Zeng became the beneficial owner through Standford Global Capital of 250,000 shares of common stock underlying the Series A Convertible Preferred Stock. Standford Global Capital owns 700,000 shares of common stock post split after acquiring 550,000 shares of common stock at a purchase price of $0.10 per share from Oxford Global Capital Limited on April 7, 2010.
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(
3)
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(continuation from footnote 2)
It also owns 250,000 shares of Series A Convertible Preferred Stock. Ms. Zeng and Standford Global Capital would therefore be the beneficial owner of 950,000 shares of Common Stock.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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ZENG YANG
5/F GUANGDONG FINANCE BUILDING
88 CONNAUGHT ROAD WEST
HONG KONG PRC
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X
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X
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Signatures
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/s/ Zeng Yang
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4/21/2010
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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