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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
U.S.-China Industrial Exchange, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
90329W 10 4
-----------------------------------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required in 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).
SEC 1745 (2-95)
Page 1 of 5 pages
<PAGE>
13G
CUSIP No. 90329W 10 4 Page 2 of 5 Pages
------------ --- ---
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lawrence Pemble
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
N/A
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 300,300
OWNED BY
EACH
REPORTING
PERSON
WITH 6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
300,300
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
300,300
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
N/A
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.4%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1745 (2-95)
Page 2 of 5 pages
<PAGE>
13G
CUSIP No. 90329W 10 4 Page 3 of 5 Pages
----------- --- ---
AMENDMENT NO. 2
TO
SCHEDULE 13G
Item 1(a). Name of Issuer:
U.S.-China Industrial Exchange, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
7201 Wisconsin Avenue
Bethesda, Maryland 20814
Item 2(a). Name of Person Filing:
Lawrence Pemble
Item 2(b). Address of Principal Business Office or, if None, Residence:
c/o U.S.-China Industrial Exchange, Inc.
7201 Wisconsin Avenue
Bethesda, Maryland 20814
Item 2(c). Citizenship:
United States
Item 2(d). Title of Class of Securities:
Common Stock, $.01 par value
Item 2(e). CUSIP Number:
90329W 10 4
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a:
Not Applicable
SEC 1745 (2-95)
Page 3 of 5 pages
<PAGE>
13G
CUSIP No. 90329W 10 4 Page 4 of 5 Pages
----------- --- ---
Item 4. Ownership. As of December 31, 1998:
(a) Amount beneficially owned: 300,300 shares of Common Stock.
Includes 200,000 shares of Class B Common Stock held by Mr.
Pemble which is convertible at any time into Common Stock on a
share for share basis. Also includes 32,000 shares of Common
Stock issuable upon exercise of currently exercisable Class A
Common Stock Purchase Warrants, 32,000 shares of Common Stock
issuable upon exercise of Class B Common Stock Purchase
Warrants issuable upon exercise of Class A Common Stock
Purchase Warrants and 32,000 shares of Common Stock issuable
upon exercise of currently exercisable Class B Common Stock
Purchase Warrants. Each share of Class B Common Stock has six
votes per share.
(b) Percent of class: 4.4%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 300,300
(ii) Shared power to vote or direct the vote: 0
(iii) Sole power to dispose or direct the disposition of:
300,300
(iv) Shared power to dispose or 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: [X]
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
SEC 1745 (2-95)
Page 4 of 5 pages
<PAGE>
13G
CUSIP No. 90329W 10 4 Page 5 of 5 Pages
----------- --- ---
Item 10. Certification.
Not Applicable
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.
Dated: February 10, 1999
/s/ Lawrence Pemble
-------------------------------
Lawrence Pemble
SEC 1745 (2-95)
Page 5 of 5 pages
