Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
SCHEDULE 13G
|
CUSIP No.
90456P302
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Page 2 of 11 Pages
|
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1.
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NAMES OF REPORTING PERSONS
Hanover Holdings I, LLC
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|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
¨
(b)
¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
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5.
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SOLE VOTING POWER
-0- (See Item 4)
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6.
|
SHARED VOTING POWER
-0-
(See
Item 4)
|
|
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE DISPOSITIVE POWER
200,000
(See
Item 4)
|
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8.
|
SHARED DISPOSITIVE POWER
-0-
(See
Item 4)
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,000
(See
Item 4)
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10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
£
|
|
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.17%
(See
Item 4)
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO – limited liability company
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SCHEDULE 13G
|
CUSIP No.
90456P302
|
Page 3 of 11 Pages
|
|
1.
|
NAMES OF REPORTING PERSONS
Magna Group, LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
¨
(b)
¨
|
|
3.
|
SEC USE ONLY
|
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
|
5.
|
SOLE VOTING POWER
-0- (See Item 4)
|
|
6.
|
SHARED VOTING POWER
-0-
(See
Item 4)
|
|
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE DISPOSITIVE POWER
200,000
(See
Item 4)
|
|
8.
|
SHARED DISPOSITIVE POWER
-0-
(See
Item 4)
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,000
(See
Item 4)
|
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
£
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.17%
(See
Item 4)
|
|
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO – limited liability company
|
SCHEDULE 13G
|
CUSIP No.
90456P302
|
Page 4 of 11 Pages
|
|
1.
|
NAMES OF REPORTING PERSONS
Joshua Sason
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
£
(b)
£
|
|
3.
|
SEC USE ONLY
|
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
|
5.
|
SOLE VOTING POWER
-0- (See Item 4)
|
|
6.
|
SHARED VOTING POWER
-0-
(See
Item 4)
|
|
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE DISPOSITIVE POWER
200,000
(See
Item 4)
|
|
8.
|
SHARED DISPOSITIVE POWER
-0-
(See
Item 4)
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,000
(See
Item 4)
|
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
£
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.17%
(See
Item 4)
|
|
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
SCHEDULE 13G
CUSIP No.
90456P302
Item 1.
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|
(a)
|
Name of Issuer
UNI CORE HOLDINGS CORP.
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|
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(b)
|
Address of Issuer’s Principal Executive Offices
Room 1207-1208 Bank of America Tower
12 Harcourt Road
Central 518001
Hong Kong
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Item 2.
|
|
(a)
|
Name of Person Filing
This Schedule 13G is being
jointly filed by Hanover Holdings I, LLC, a New York limited liability company (“
Hanover
”), Magna
Group, LLC, a New York limited liability company (“
Magna
”), and Joshua Sason (each, a “
Reporting
Person
” and, collectively, the “
Reporting Persons
”) with respect to shares of common
stock, $0.001 par value, of the Issuer (the “
Common Stock
”) owned directly by Hanover.
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|
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(b)
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The address of the principal business office of each of the
Reporting Persons is:
5 Hanover Square, New York, New York 10004.
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(c)
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Citizenship
Hanover is a New York limited liability
company.
Magna is a New York limited liability
company.
Mr. Sason is a United States citizen.
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(d)
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Title of Class of Securities
Common Stock, $0.001 par value
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(e)
|
CUSIP Number
90456P302
|
Item 3. If this statement is filed pursuant to
§§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
|
¨
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
|
¨
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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SCHEDULE 13G
CUSIP No.
90456P302
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(c)
|
¨
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
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(d)
|
¨
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
|
¨
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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¨
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
|
¨
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
|
¨
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
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(j)
|
¨
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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Item 4. Ownership.
Provide the following
information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.
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(a)
|
Amount beneficially owned:
|
The information required by
Item 4(a) is set forth in Row 9 of the cover page for each Reporting Person hereto and is incorporated by reference for each such
Reporting Person.
The information required by
Item 4(b) is set forth in Row 11 of the cover page for each Reporting Person hereto and is incorporated by reference for each such
Reporting Person.
SCHEDULE 13G
CUSIP No.
90456P302
|
|
(c)
|
Number of shares as to which such person has:
|
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(i)
|
Sole power to vote or to direct the vote
|
|
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|
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each Reporting Person hereto and is incorporated by reference for each such Reporting Person.
|
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(ii)
|
Shared power to vote or to direct the vote
|
|
|
|
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each Reporting Person hereto and is incorporated by reference for each such Reporting Person.
|
|
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(iii)
|
Sole power to dispose or to direct the disposition of
|
|
|
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The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each Reporting Person hereto and is incorporated by reference for each such Reporting Person.
|
|
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(iv)
|
Shared power to dispose or to direct the disposition of
|
|
|
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The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each Reporting Person hereto and is incorporated by reference for each such Reporting Person.
|
The 200,000 shares
of Common Stock owned directly by
Hanover
were acquired by
Hanover
pursuant to the conversion of a $50,000.00 Convertible Promissory Note.
Mr. Sason is the
Chief Executive Officer of
Hanover
and owns all of the membership interests in
Hanover
.
Accordingly, Mr. Sason, subject to the limitations of the rights described above, has sole power to vote or to direct the vote
and sole power to dispose or to direct the disposition of all securities owned directly by
Hanover
,
including, without limitation, the Common Stock. Mr. Sason does not directly own any shares of Common Stock. Under Rule 13d-3 under
the Exchange Act, Mr. Sason may be deemed to beneficially own the shares of Common Stock owned directly by
Hanover
.
Hanover
is not a registered broker-dealer, and neither
Hanover
nor any of its affiliates is an affiliate or an associated person of a registered broker-dealer. Magna Group, LLC is an affiliated
entity to Hanover Holdings I, LLC.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being
filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [].
SCHEDULE 13G
CUSIP No.
90456P302
Item 6. Ownership of More Than Five
Percent on Behalf of Another Person.
Not Applicable
Item 7. Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not Applicable
Item 8. Identification and Classification
of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of
Group.
Not Applicable
Item 10. Certification.
By signing below I certify
that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that purpose or effect.
[Signatures on following page]
SCHEDULE 13G
CUSIP No.
90456P302
SIGNATURE
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 correct.
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Dated: April 30, 2014
|
|
|
|
|
|
|
Hanover
Holdings I, LLC
|
|
|
|
|
|
By:
|
/s/ Joshua Sason
|
|
|
|
Name:
|
Joshua Sason
|
|
|
|
Title:
|
Chief Executive Officer
|
|
|
|
|
|
Magna Group, LLC
|
|
|
|
|
|
By:
|
/s/ Joshua Sason
|
|
|
|
Name:
|
Joshua Sason
|
|
|
|
Title:
|
Chief Executive Officer
|
|
|
|
|
|
Joshua Sason
|
|
|
|
|
|
|
/s/ Joshua Sason
|
|
|
|
JOSHUA SASON
|
SCHEDULE 13G
CUSIP No.
90456P302
EXHIBIT
INDEX TO SCHEDULE 13G
EXHIBIT 1
Joint
Filing Agreement, dated as of April 21, 2014, by and between
Hanover Holdings I
, LLC,
Magna Group, LLC, and Joshua Sason.
Exhibit 1
Joint Filing
Agreement
This
Joint Filing Agreement, entered into and effective as of April 21, 2014, is made by and between Hanover Holdings I, LLC, Magna
Group, LLC, and Joshua Sason (each, a “
Filer
” and, collectively, the “
Filers
”)
pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
Each
of the Filers hereby acknowledges and agrees that the foregoing statement on Schedule 13G (the “
Schedule 13G
”)
is filed on behalf of each of the Filers and that all subsequent amendments to the Schedule 13G shall be filed on behalf of each
of the Filers without the necessity of filing additional joint filing agreements. Each Filer acknowledges that such Filer shall
be responsible for the timely filing of such amendments and for the completeness and accuracy of the information concerning such
Filer contained therein, but shall not be responsible for the completeness and accuracy of the information concerning any of the
other Filers, except to the extent that such Filer knows or has reason to believe that such information is inaccurate. Each Filer
consents to the filing of this Joint Filing Agreement as an exhibit to the Schedule 13G.
This
Joint Filing Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute
one and the same instrument.
This
Joint Filing Agreement may be terminated by any of the Filers upon written notice to the other Filers.
[
Signature
Page Follows
]
SCHEDULE 13G
CUSIP No.
90456P302
IN
WITNESS WHEREOF, the undersigned hereby execute this Agreement as of the date set forth above.
|
|
Hanover
Holdings I, LLC
|
|
|
|
|
|
By:
|
/s/ Joshua Sason
|
|
|
|
Name:
|
Joshua Sason
|
|
|
|
Title:
|
Chief Executive Officer
|
|
|
|
|
|
Magna Group, LLC
|
|
|
|
|
|
By:
|
/s/ Joshua Sason
|
|
|
|
Name:
|
Joshua Sason
|
|
|
|
Title:
|
Chief Executive Officer
|
|
|
|
|
|
Joshua Sason
|
|
|
|
|
|
|
/s/ Joshua Sason
|
|
|
|
JOSHUA SASON
|