General statement of acquisition of beneficial ownership



STYLE="font: 10pt Times New Roman, Times, Serif">



















UNITED
STATES






SECURITIES
AND EXCHANGE COMMISSION






WASHINGTON,
D.C. 20549












SCHEDULE
13D/A












Under
the Securities Exchange Act of 1934












UNIQUE
LOGISTICS INTERNATIONAL, INC.





(Name
of Issuer)











Common
Stock, par value $0.001 per share





(Title
of Class of Securities)











45773A
107





(CUSIP
Number)









154-09
146th Ave,






Jamaica,
NY 11434























(Name,
Address and Telephone Number of Person Authorized to




Receive
Notices and Communications)









August
13, 2021













(Date
of Event which Requires Filing of this Statement)








If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐








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).














































































































1




NAME
OF REPORTING PERSON












Sunandan
Ray




2




CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)






(a)







(b)





3




SEC
USE ONLY










4




SOURCE
OF FUNDS*












OO




5




CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

















6




CITIZENSHIP
OR PLACE OF ORGANIZATION












United
States









































































7




SOLE
VOTING POWER












NUMBER
OF






466,305,246

(1)




SHARES




8




SHARED
VOTING POWER



BENEFICIALLY









OWNED
BY






0



EACH




9




SOLE
DISPOSITIVE POWER



REPORTING









PERSON






466,305,246

(1)




WITH




10




SHARED
DISPOSITIVE POWER


















0


























































11




AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON












466,305,246

(1)





12




CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

















13




PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)












58.3

(2)





14




TYPE
OF REPORTING PERSON (See Instructions)












IN





















1.




Mr.
Ray has voting and investment control over: (i) 322,086,324 shares of the Issuer’s Common Stock, $0.001 par value per share
(the “Common Stock”); and (ii) 667,738 shares of the Company’s Series B Preferred stock (the “Series B Preferred”,
and together with the Common Stock, the “Securities”). Each share of Series B Preferred is convertible into six thousand
five hundred forty-seven shares of Common Stock of the Issuer. The Issuer is limited to 800,000,000 authorized shares of common stock.
The number of shares beneficially owned only considers (i) 322,086,324 shares of Common Stock; and (ii) 22,030 Series B Preferred
shares, which is the amount of Series B Preferred shares that can be converted up to the authorized number of common shares.








The
Securities are owned by Mr. Ray via Frangipani Trade Services, Inc. (“Frangipani”), of which Mr. Ray is the principal
and sole owner.










2.



Based
upon (i) the combined total of 655,781,078 shares of the Issuer’s common stock issued and outstanding as of February 14, 2022;
(ii) 322,086,324 shares of Common Stock owned by Mr. Ray; and (iii) 22,030 shares of the Company’s Series B Preferred stock
convertible into 144,218,922 shares of Common Stock. The Company is limited to 800,000,000 authorized shares of common stock. The
beneficial ownership percentage only considers the Series B Preferred shares that can be converted up to the authorized number of
common stock of the Issuer.































Item
1 Security and Issuer.









The
statement (“Statement”) relates to shares of common stock, par value $0.001 per share (the “Common Stock”), and
shares of Series B Preferred Stock par value $0.001 per share (the “Series B Preferred”, and together with the Common Stock,
the “Securities”), of Unique Logistics International, Inc., a Nevada corporation (the “Issuer” or the “Company”).
The principal executive office of the Issuer is located at 154-09 146th Ave, Jamaica, NY 11434.











Item
2 Identity and Background.









The
Statement is being filed by Mr. Sunandan Ray (“Mr. Ray”). Mr. Ray’s present principal occupation or employment is serving
as the Issuer’s Chief Executive Officer and as member of its Board of Directors. Mr. Ray is a United States citizen. The business
address of Mr. Ray is 154-09 146th Ave, Jamaica, NY 11434.








During
the last five years Mr. Ray has not (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors);
or (ii) been a party to a civil proceeding of a judicial or administrative


The above information was disclosed in a filing to the SEC. To see the filing, click here.

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