Schedule 13G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CbefOPbIwnhGJE7siGEKRlAx72+UTEX74RILoysZ8PTT2HT08T3N2DFI2nkbKFW/ 3gn1O6okp3gI6Wyx4m76rA== 0001193125-08-231403.txt : 20081110 0001193125-08-231403.hdr.sgml : 20081110 20081110134910 ACCESSION NUMBER: 0001193125-08-231403 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081110 DATE AS OF CHANGE: 20081110 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: US WIRELESS ONLINE INC CENTRAL INDEX KEY: 0001135264 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 820404220 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82302 FILM NUMBER: 081174646 BUSINESS ADDRESS: STREET 1: 500 WEST JEFFERSON STREET STREET 2: SUITE 2350 CITY: LOUISVILLE STATE: KY ZIP: 40202 BUSINESS PHONE: 502-213-3700 MAIL ADDRESS: STREET 1: 500 WEST JEFFERSON STREET STREET 2: SUITE 2350 CITY: LOUISVILLE STATE: KY ZIP: 40202 FORMER COMPANY: FORMER CONFORMED NAME: CACH FOODS INC DATE OF NAME CHANGE: 20010220 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KNIGHT SECURITIES L P CENTRAL INDEX KEY: 0001167589 IRS NUMBER: 223660471 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 525 WASHINGTON BLVD STREET 2: 23RD FLOOR CITY: JERSEY CITY STATE: NJ ZIP: 07310 BUSINESS PHONE: 8005447508 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G

Under the Securities Exchange Act of 1934

U.S. Wireless Online, Inc.

(Name of Issuer)

Common Stock, par .001

(Title of Class of Securities)

91274M109

(CUSIP Number)

October 31, 2008

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x Rule 13d-1(b)

¨ Rule 13d-1(c)

¨ Rule 13d-1(d)

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 the 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).

SCHEDULE 13G

CUSIP NO. 91274M109


1.		NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only) Knight Equity Markets, L.P., formerly Knight Securities, L.P. 22-3660471
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5. SOLE VOTING POWER 42,229,521
		6. SHARED VOTING POWER Not applicable
		7. SOLE DISPOSITIVE POWER 42,229,521
		8. SHARED DISPOSITIVE POWER Not applicable


9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 42,229,521
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 12.99% based on information obtained from the transfer agent
12.		TYPE OF REPORTING PERSON* BD

ITEM 1

(a).

Name of Issuer

U.S. Online, Inc.

ITEM 1

(b).

Address of Issuer’s Principal Executive Offices

13901 Midway Road Ste 102, PMB 184, Dallas, TX 75244-4388

ITEM 2

(a).

Names of Persons Filing

Knight Equity Markets, L.P., formerly Knight Securities, L.P.

ITEM 2

(b).

Address of principal business office

545 Washington Blvd., 3rd Floor

Jersey City, NJ 07310

ITEM 2

(c).

Citizenship

Delaware

ITEM 2

(d).

Title of Class of Securities

Common Stock

ITEM 2

(e).

CUSIP Number

N/A

ITEM 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13(d)-2(b), check whether the person filing it is a:

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).


ITEM 4.	Ownership

	(a)	Amount beneficially owned

		42,229,521

	(b)	Percent of class

		12.99%

	(c)	Number of shares as to which such person has:

		(i)	sole power to vote or to direct the vote

			42,229,521

		(ii)	shared power to vote or to direct the vote

			Not applicable

		(iii)	sole power to dispose or to direct the disposition of

			42,229,521

		(iv)	shared power to dispose or to direct the disposition of

			Not applicable

ITEM 5.	Ownership of Five Percent or Less of a Class

	Not applicable

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. 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.

Date: November 6, 2008


Knight Equity Markets, L.P.

By:		/s/ Michael Corrao
		Michael Corrao
		Director of Compliance

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