SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULE 13d-1
UNDER THE SECURITIES EXCHANGE ACT OF 1934
POPSTAR COMMUNICATIONS, INC.
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(Name of Issuer)
Restricted Common Stock with $0.001 par value
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(Title of Class of Securities)
766169 10 6
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(CUSIP Number)
Universal Appliances Limited
Rm. 6301-06, The Center, 99 Queen's Road Central, Hong Kong
(852) 2585-7100
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications
November 15, 2000
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
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CUSIP No. 13G Page 2 of 5 Pages
766169 10 6
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1 Name Of Reporting Persons
I.R.S. Identification Nos. Of Above Persons
Universal Appliances Limited
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2 Check The Appropriate Box If A Member Of A
Group (See Instructions) (a) |_|
(b) |_|
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3 SEC Use Only
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4 Citizenship Or Place Of Organization
Incorporated in Hong Kong
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5 Sole Voting Power
NUMBER OF 3,000,000(1) common shares
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Shares 6 Shared Voting Power
Beneficially 0
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Owned By 7 Sole Dispositive Power
Each 3,000,000(1) common shares
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Reporting 8 Shared Dispositive Power
Person With 0
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9 Aggregate Amount Beneficially Owned By Each Reporting Person
3,000,000(1) common shares
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10 Check If The Aggregate Amount In Row (9) Excludes Certain Shares
(See Instructions)
|_|
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11 Percent Of Class Represented By Amount In Row 9
12.8%(2)
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12 Type Of Reporting Person (See Instructions)
CO
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(1) Refer to Item 7(i) and (ii) below.
(2) Shares of stock subject to options currently exercisable are deemed
outstanding for purposes of computing the percentage of the person holding
such options. Therefore, the percentage represented is the total 3,000,000
shares held directly and indirectly as a percentage of 23,452,000 shares
outstanding, which includes the 1,500,000 subject to the reporting person's
indirectly held options.
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CUSIP No. 13G Page 3 of 5 Pages
766169 10 6
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Item 1 (a). Name of Issuer:
POPSTAR COMMUNICATIONS, INC.
Item 1 (b). Address of Issuer's Principal Executive Offices:
107 East 3rd Avenue, Vancouver, B.C.
Canada V5T 1C7
Item 2 (a). Name of Person Filing:
Universal Appliances Limited
Item 2 (b). Address of Principal Business Office or, if None, Residence:
Rm 6301-06 The Center, 99 Queen's Road Central
Hong Kong
Item 2 (c). Citizenship:
Hong Kong
Item 2 (d). Title of Class of Securities:
Restricted Common Stock par value $0.001 per share
Item 2 (e). CUSIP Number:
766169 10 6
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or
(c), check whether the person filing is a:
(a) |_| Broker or dealer registered under Section 15 of the Act,
(b) |_| Bank as defined in Section 3(a)(6) of the Act,
(c) |_| Insurance Company as defined in Section 3(a)(19) of the Act,
(d) |_| Investment Company registered under Section 8 of the
Investment Company Act,
(e) |_| Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940,
(f) |_| Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974
or Endowment Fund;
(g) |_| Parent Holding Company, in accordance with Rule
13d-1(b)(ii)(G);
(h) |_| A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) |_| 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,
(j) |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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CUSIP No. 13G Page 4 of 5 Pages
766169 10 6
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Item 4. Ownership.
(a) Amount beneficially owned:
3,000,000(1)
(b) Percent of class:
12.8%(2)
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
3,000,000(1)
(ii) Shared power to vote or to direct the vote
0
(iii) Sole power to dispose or to direct the disposition of
3,000,000(1)
(iv) Shared power to dispose or to direct the disposition of
0
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 [ ].
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.
(i) Shares held by iTeleway Inc., a British Virgin Islands corporation.
Universal Appliances Limited ("UAL") has sole power to vote or to direct
the vote and sole power to dispose or to direct the disposition over shares
held by iTeleway Inc. Includes 750,000 shares of common stock subject to
options currently exercisable by iTeleway Inc. and 750,000 shares of common
stock. Refer to Exhibit 1 (attached).
(ii) Shares held by Prime Star Asia Limited, a British Virgin Islands
corporation. UAL has sole power to vote or to direct the vote and sole
power to dispose or to direct the disposition over shares held by Prime
Star Asia Limited. Includes 750,000 shares of common stock subject to
options currently exercisable by Prime Star Asia Limited and 750,000 shares
of common stock. Refer to Exhibit 2 (attached).
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 or
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.
Item 11. Exhibits
Exhibit
Number Description
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1 Front page of iTeleway Inc.'s electronically
filed 13G/A
2 Front page of Prime Star Asia Limited's
electronically filed 13G/A
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(1) Refer to Item 7(i) and (ii) below.
(2) Shares of stock subject to options currently exercisable are deemed
outstanding for purposes of computing the percentage of the person holding
such options. Therefore, the percentage represented is the total 3,000,000
shares held directly and indirectly as a percentage of 23,452,000 shares
outstanding, which includes the 1,5000,000 subject to the reporting
person's indirectly held options.
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CUSIP No. 13G Page 5 of 5 Pages
766169 10 6
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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.
UNIVERSAL APPLIACNES LIMITED
/s/ Chun Shun Johnson, KO
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By: Chun Shun Johnson, KO
Title: Chairman
Date: November 24, 2000
