Attached files
| file | filename |
|---|---|
| EX-32 - EXHIBIT 32 - UONLIVE CORP | ex32.htm |
| EX-31.2 - EXHIBIT 31.2 - UONLIVE CORP | ex31-2.htm |
| EX-31.1 - EXHIBIT 31.1 - UONLIVE CORP | ex31-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2009
o 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 000-26119
UONLIVE CORPORATION
(Exact name of small business issuer as specified in its charter)
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Nevada
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87-0629754
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer Identification No.)
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5/F, Guangdong Finance Building
88 Connaught Road West
Hong Kong
(Address of principal executive offices)
852-2116-3560
(Issuer's telephone number)
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $.001 per share
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
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 shorter period that the registrant as required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes o No x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o Accelerated filer o Non-accelerated filer o 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 o No x
Aggregate market value of the voting and non-voting common stock of the registrant held by non-affiliates of the registrant at March 22, 2010, computed by reference to the closing price of $0.125 at which the common stock was last sold on that date: $122,309
As of March 18, 2010, there were outstanding 1,996,355 shares of the issuer's common stock, par value $.001.
2
EXPLANATORY NOTE
In accordance with Rule 12b-15 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), we are filing this abbreviated Amendment No.1 to the Annual Report on Form 10-K (this “Form 10-K/A1”) of Uonlive Corporation (the “Company”) for the year ended December 31, 2009 (the “2009 Form 10-K”), to effect the amendment described below:
Part III, Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters – We have updated the beneficial owners table to reflect shares of convertible preferred stock owned by directors and executive officers that became convertible following the effective date of the Company’s 1:100 reverse stock split on September 23, 2009.
Except for the amendment described above, this Form 10-K/A1 does not revise, update, or in any way affect any information or disclosure contained in the 2009 Form 10-K and we have not updated the disclosures contained herein to reflect events that occurred at a later date.
In addition, in accordance with applicable SEC rules, this Form 10-K/A1 includes currently-dated certifications from our Chief Executive Officer, who is our principal executive officer, and our Chief Financial Officer, who is our principal accounting and financial officer, in Exhibits 31.1, 31.2, 32.
PART III
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth as of December 31, 2009, the number of shares of the Registrant’s Common Stock owned of record or beneficially by each person known to be the beneficial owner of 5% or more of the issued and outstanding shares of the Registrant’s voting stock, and by each of the Registrant’s directors and executive officers and by all its directors and executive officers as a group.
Except as otherwise specified below, the address of each beneficial owner listed below is 5/F, Guangdong Finance Building, 88 Connaught Road West, Hong Kong, People’s Republic of China.
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Title of Class
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Name
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Number of Shares Owned (1)
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Percent of Voting Power (2)
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Other Principal Stockholders (5%)
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Common
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William Tsang
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217,880
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10.9
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%
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Common
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Oxford Global Capital Limited
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550,000
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(3)
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27.6
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%
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Common
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Continental Worldwide Holdings Limited
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100,000
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(6)
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5.0
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%
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Directors and Executive Officers
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Common
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Tsun Sin Man Samuel, Chairman, CEO and Director
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950,000
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(4)
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47.6
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%
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Common
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Wong Kin Yu Beta, COO and Director
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0
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0
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%
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Common
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Hui Chi Kit, CFO
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0
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0
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%
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Common
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Carol Kwok, Director
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0
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0
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%
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Common
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Yang Zeng, Director
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400,000
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(5)
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20.0
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%
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Common
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All Officers and Directors as a Group (5 persons)
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1,350,000
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67.6
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%
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3
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(1)
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Except as otherwise indicated, the shares are owned of record and beneficially by the persons named in the table.
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(2)
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Based on 1,996,355 shares of common stock issued and outstanding.
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(3)
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Wanjun Guo is the indirect beneficial owner of the 550,000 shares of common stock of the Registrant through Oxford Global Capital Limited, of which Mr. Guo is the beneficial owner of 100% of its share capital.
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(4)
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Mr. Tsun is the indirect beneficial owner of the 700,000 shares of common stock and 250,000 shares of Series A Convertible Preferred Stock of the Registrant through Dragon Ace Global Limited, of which Mr. Tsun is the beneficial owner of 80% of its share capital. Each share of Series A Convertible Preferred Stock is presently convertible into one share of common stock at the option of the holder.
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(5)
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Ms. Yang is the indirect beneficial owner of the 150,000 shares of common stock and 250,000 shares of Series A Convertible Preferred Stock of the Registrant through Stanford Global Capital Limited, of which Ms. Yang is the beneficial owner of 100% of its share capital. Each share of Series A Convertible Preferred Stock is presently convertible into one share of common stock at the option of the holder.
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(6)
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Ms. Kwok Sim Ching is the indirect beneficial owner of the 100,000 shares of common stock of the Registrant through Continental Worldwide Holdings Limited of which Ms. Kwok is the beneficial owner of 100% of its share capital.
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4
SIGNATURES
In accordance with the Section 13 or 15(d) of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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UONLIVE CORPORATION
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Date: April 12, 2010
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By:
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/s/ Tsun Sin Man Samuel
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Tsun Sin Man Samuel
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Chief Executive Officer
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Pursuant to the requirements of the Exchange Act, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the date indicated.
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Signature
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Title
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Date
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/s/ Tsun Sin Man Samuel
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Chairman, Chief Executive Officer and Director
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April 12, 2010
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Tsun Sin Man Samuel
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/s/ Hui Chi Kit
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Chief Financial Officer
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April 12, 2010
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Hui Chi Kit
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/s/ Wong Kin Yu Beta
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Chief Operating Officer and Director
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April 12, 2010
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Wong Kin Yu Beta
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/s/ Carol Kwok
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Director
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April 12, 2010
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Carol Kwok
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/s/ Zeng Yang
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Director
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April 12, 2010
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Zeng Yang
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5