Item 3.02. Unregistered Sales of Equity Securities

On June 21, 2022, Uonlive Corporation (the "Company") issued 100,000,000 restricted shares of Common stock, par value $0.001 per share, to Uonlive (Hong Kong) Limited (the "Creditor Company") as payment for 1) all debts owed by the Company to Mr. Raymond Fu, being the ultimate beneficial owner of the Creditor Company, in the sum of $415,188 (the "Debt Amount") and, 2) $60,000 in newly invested operating capital, for a total of $475,188.00, issued at a cost basis of $0.00475 per share.

As a result of the Issuance, as of June 22, 2022, the Creditor Company holds an aggregate total of 132,500,000 Common stock shares representing 99.99% of the Company's Common Stock, an increase from 99.67%.

The Issuance made by the Company was pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, contained in Section 4(a)(2) and Regulation D promulgated thereunder or Regulation S promulgated thereunder, as applicable, for transactions by an issuer not involving a public offering. This current report on Form 8-K does not constitute an offer to exchange any securities of the Company for Common stock or other securities of the Company.

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