CUSIP No. |
50077A209 |
1. Names of Reporting Persons. |
UNICORN GLOBAL, INC.
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2. Check the Appropriate Box if a Member of a Group |
(a) o |
(b) o |
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3. SEC Use Only |
4. Source of Funds: WC |
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. Citizenship or Place of Organization: Delaware |
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Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
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7. Sole Voting Power; |
0 |
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8. Shared Voting Power |
12,000,000 |
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9. Sole Dispositive Power |
0 |
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10. Shared Dispositive Power |
0 |
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11. Aggregate Amount Beneficially Owned by Each Reporting Person: 12,000,000 |
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares o |
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13. Percent of Class Represented by Amount in Row (11): 81.6% |
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14. Type of Reporting Person: CO |
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CUSIP No. |
50077A209 |
1. Names of Reporting Persons. |
Chen Hsing HSU |
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2. Check the Appropriate Box if a Member of a Group |
(a) o |
(b) o |
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3. SEC Use Only |
4. Source of Funds: PF |
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. Citizenship or Place of Organization: TAIWAN |
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Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
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7. Sole Voting Power; |
110,000 |
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8. Shared Voting Power |
12,000,000 |
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9. Sole Dispositive Power |
110,000 |
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10. Shared Dispositive Power |
12,000,000 |
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11. Aggregate Amount Beneficially Owned by Each Reporting Person: 12,110,000 |
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares o |
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13. Percent of Class Represented by Amount in Row (11): 82.34% |
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14. Type of Reporting Person: IN |
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Item 1. Security and Issuer
The class of equity securities to which this statement
relates is the common stock, $0.001 par value per share (the “Common Stock”), of Namliong SkyCosmos, Inc., a Nevada corporation
(the “Company”). The principal executive office of the Company is located at No,
357.Ren’ai St., Yong Kang Dist., Tainan City 71072, Taiwan (R.O.C)
Item 2. Identity and Background
(a) This Schedule 13D is being filed by Unicorn
Global, Inc., a Delaware company (“UGI”), and Cheng Hsing HSU (collectively, the “Reporting Persons”).
(b) The address of the principal business of the Reporting Persons
is 9 Anchors Way, Winfield, WV 25213.
(c) UGI is a business and investment company.
Chen Hsing HSU, who serves as its sole executive officer and director, owns 100% of UGI. Mr. HSU’s
principal occupation is President and Director.
(d) During the last five years, none of the Reporting
Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting
Person has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject,
to federal or state securities laws or finding any violation with respect to such laws.
(f) Mr. Hsu
is a citizen of Taiwan. UGI
was incorporated under the laws of Samoa.
Item 3. Source and Amount of
Funds or Other Consideration
On September 13, 2022, Orient Express & Co.,
Ltd., a Samoan limited liability company (“OEC”), transferred to UGI all twelve million (12,000,000) shares of common stock
of the Company held by OEC in consideration of technical support, customer service and advisory services. Both OEC and UGI are wholly
owned and controlled by Cheng Hsing HSU.
Item 4. Purpose of Transaction
The acquisition by the Reporting Persons of the
Shares (as hereinafter defined) as described herein was effected because of the belief that the Shares represent an attractive investment. Depending
on prevailing market, economic and other conditions, the Reporting Persons may from time to time acquire additional Shares or engage in
discussions with the Company concerning future acquisitions of shares of its capital stock. Such acquisitions may be made by
means of open-market purchases, privately negotiated transactions, direct acquisitions from the Company or otherwise. The Reporting
Persons intend to review its or his investment in the Company on a continuing basis and, depending upon the price and availability of
shares of the Company’s capital stock, subsequent developments affecting the Company, the Company’s business and prospects,
other investment and business opportunities available to the Reporting Persons, general stock market and economic conditions, tax considerations
and other factors considered relevant, may decide at any time to increase or to decrease the size of her investment in the Company.
As an executive officer, director and significant
stockholder in the Company, UGI and Mr. Hsu may vote its or his shares or otherwise cause the Company
to enter into acquisitions and strategic partnerships to expand the business of the Company. These acquisitions or strategic partnerships
may be funded through the issuance of additional securities of the Company, working capital or a combination of both.
It is the understanding of the Reporting Persons
that the Company is in active discussions to acquire one or more companies affiliated with the executive officers and directors of the
Company in the near future.
Additional Disclosure
Except as set forth above in this statement, none
of the Reporting Persons has any plans or proposals that relate to or would result in: (a) the acquisition by any person of additional
securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets
of the Company or any of its subsidiaries; (d) any change in the present Board or management of the Company, including any plans or proposals
to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization
or dividend policy of the Company; (f) any other material change in the Company’s business or corporate structure; (g) changes in
the Company’s charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control
of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or to
cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of
equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or
(j) any action similar to any of those enumerated above.
Item 5. Interest in Securities
of the Issuer
(a) The percentages
used herein are calculated based upon 14,706,513 shares of the Common Stock outstanding as of September 7, 2022.
(b) UGI is
the direct owner of 12,000,000,000 shares of Common Stock (the “Shares”) representing approximately 81.6% of the outstanding
shares of Common Stock and has the sole power to vote or to direct the vote and to dispose or direct the disposition of the Shares. Mr.
Cheng Hsing HSU is the sole executive officer and director of UGI and is deemed to have beneficial ownership of the Shares. Mr.
HSU has shared power to vote or to direct the vote and to dispose or to direct the disposition
of the Shares. Mr. Hsu is also the direct owner of 110,000 shares of Common Stock of the Company representing approximately .07% of the
outstanding shares of Common Stock and has the sole power to vote or to direct the vote and to dispose or direct the disposition of such
110,000 shares of Common Stock.
(c) The Reporting
Persons did not effect any transactions in the Shares during the sixty days before the date of this Schedule 13D.
(d) Except
as set forth in this Item 5, no person other than the Reporting Persons is known to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to Securities of the Issuer
The disclosures set forth in Item 4 hereinabove
is hereby incorporated by reference herein.
Item 7. Material to be Filed
as Exhibits
None
SIGNATURES
After reasonable inquiry and to the best of my
knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: September 14, 2022
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Unicorn Global, Inc. |
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By: /s/ Cheng Hsing HSU |
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Chen Hsing HSU |
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Its: Director |
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/s/ Cheng Hsing HSU |
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Cheng Hsing HSU |
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