UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2011

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

 

Commission File Number: 000-51693  

 

UAN Cultural & Creative Co., Ltd.

(Exact name of registrant as specified in our charter)

Delaware (State or other jurisdiction of incorporation or organization)		20-3303304 (I.R.S. Employer Identification No.)
1021 Hill Street, Suite 200, Three Rivers, Michigan (Address of principal executive offices)		49093 (Zip Code)

 

(586) 530-5605

(Registrant’s telephone number, including area code)

 

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No q

Indicate by check mark whether the registrant has submitted electronically and posted on our corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes q No q

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

q Large Accelerated Filer		q Accelerated Filer
q Non-accelerated Filer		x Smaller reporting company

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes q No x

As of November 14, 2011, there were 53,672,708 shares of the registrant’s Common Stock outstanding.

 

UAN CULTURAL & CREATIVE CO., LTD.

 

TABLE OF CONTENTS

 

 

		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Condensed Financial Statements	3
	Condensed Balance Sheets at September 30, 2011 (unaudited) and December 31, 2010 (audited)	3
	Condensed Statements of Operations for the three and nine months ended September 30, 2011 and 2010 (unaudited)	4
	Condensed Statement of Stockholders’ Equity (Deficit) for the period from December 31, 2009 to December 31, 2010 (audited) and the nine months ended September 30, 2011 (unaudited)	5
	Condensed Statements of Cash Flows for the nine months ended September 30, 2011 and 2010 (unaudited)	6
	Notes to Condensed Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20
Item 4.	Controls and Procedures	20
PART II.	OTHER INFORMATION	21
Item 1.	Legal Proceedings	21
Item 1A.	Risk Factors	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3.	Defaults Upon Senior Securities	21
Item 4.	Removed and Reserved	21
Item 5.	Other Information	21
Item 6.	Exhibits	21
	Signatures	22

 

PART I

 

Item 1.  Financial Statements

 

UAN Cultural & Creative Co., Ltd.

 

Balance Sheets

 

		As of				As of
		September 30, 2011				December 31, 2010
		Unaudited				Audited
ASSETS
Current Assets:
Cash and cash equivalents		$	656,685			$	377,433
Accounts and Notes Receivable			312,934				—
Inventory			518,805				504,000
Advance to officer & shareholder (Note 9)			—				28,036
Other assets			121,222				5,000
Total current assets		$	1,609,646			$	914,469
Fixed assets, net			103,882				206,263
Total assets		$	1,713,528			$	1,120,732
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable		$	179,393			$	41,970
Accrued expenses (Note 9)			120,467				43,878
Demand Note Payable to shareholder (Note 9)			200,000				200,000
Advances from director & shareholder (Note 9)			51,247				25,970
Income Taxes Payable			119,457				—
Total current liabilities			670,564				311,818
Long Term Promissory Notes Payable (Note 6)			—				—
Commitments (Note 5)
Stockholders' Equity (Notes 2,  6, 7 and 8):
Preferred stock, par value $.0001 per share, 5,000 shares authorized, 0 shares issued			—				—
Common stock, par value $.0001 per share, 100,000,000 shares authorized, 53,672,708 shares issued and outstanding on both September 30, 2011 December 31, 2010			5,367				5,367
Common stock, Class B, par value $.0001 per share, 12,000,000 shares authorized, 0 shares issued and outstanding			—				—
Additional paid-in-capital			3,078,134				3,078,134
Deficit accumulated			(1,988,460	)			(2,244,587	)
Accumulated other comprehensive income(loss)			(22,077	)			—
Treasury Stock, 120,000 common shares			(30,000	)			(30,000	)
Total stockholders' equity			1,042,964				808,914
Total liabilities and stockholders' equity		$	1,713,528			$	1,120,732

 

See Notes to Condensed Financial Statements

 

 

UAN Cultural & Creative Co., Ltd.

 

Statements of Operations

(Unaudited)

 

		For the three months ended								For the nine months ended
		September 30, 2011				September 30, 2010				September 30, 2011				September 30, 2010
Revenue		$	760,769			$	24,996				1,834,345			$	24,996
Cost Of Sales			339,523				—				747,657				—
Gross Margin		$	421,246			$	24,996			$	1,086,688			$	24,996
Operating expenses:
Operating expenses			138,258				—				338,152				—
General & administrative expenses (Note 4 and 5)			150,189				168,423				356,340				196,089
Interest expense			3,889				—				11,835				—
Income (Loss) from operations			128,910				(143,427	)			380,361				(171,093	)
Interest income			430				—				536
Income (Loss) before provision for income taxes			129,340				(143,427	)			380,897				(171,093	)
Provision for income taxes (Note 4)			55,312				—				124,770				—
Net Income (Loss)		$	74,028			$	(143,427	)		$	256,127			$	(171,093	)
Weighted average number of common shares outstanding, basic			53,552,708				35,950,100				53,552,708				35,950,100
Net Income (Loss) per share, basic		$	0.00			$	(0.00	)		$	0.00			$	(0.00	)
Weighted average number of common shares outstanding, diluted			54,400,208				35,950,100				54,400,208				35,950,100
Net Income (Loss) per share, diluted		$	0.00			$	(0.00	)		$	0.00			$	(0.00	)

 

See Notes to Condensed Financial Statements

 

UAN Cultural & Creative Co., Ltd.

 

Statements of Stockholders Equity (Deficit)

(Unaudited)

 

																														Accumulated
																		Additional								Earnings				Other
		Common Stock								Common Stock, Class B								Paid -In				Treasury				(deficit)				Comprehensive
		Shares				Amount				Shares				Amount				Capital				Stock				accumulated				Income (Loss)				Total
Balance, December 31, 2008			672,708			$	55				—			$	—			$	1,990,700			$	—			$	(1,986,625	)		$	—			$	4,130
Net loss for the period			—				—				—				—				—				—				(54,667	)							(54,667	)
Sale of common shares - Proceeds of $30,000 (Note 7)			120,000				12				—				—				29,988				—				—								30,000
Sale of common shares - Proceeds of $30,000 (Note 7)			3,000,000				300				—				—				29,700				—				—								30,000
Repurchase of common shares - 120,000 shares (Note 7)			(120,000	)			—				—				—								(30,000	)			—								(30,000	)
Balance, December 31, 2009			3,672,708			$	367				—			$	—			$	2,050,388			$	(30,000	)		$	(2,041,292	)		$	—			$	(20,537	)
Net loss for the period																											(203,295	)							(203,295	)
Sale of common shares - Proceeds of $999,718 (Note 7)			50,000,000				5,000												994,718																999,718
Capital contribution cancellation of notes payable and accrued expense																			33,028																33,028
Balance, December 31, 2010 (audited)			53,672,708			$	5,367				—			$	—			$	3,078,134			$	(30,000	)		$	(2,244,587	)		$	—			$	808,914
Net income for the period																											256,127								256,127
Foreign currency translation gain(loss)																															(22,077	)			(22,077	)
Balance, September 30, 2011 (unaudited)			53,672,708			$	5,367				—			$	—			$	3,078,134			$	(30,000	)		$	(1,988,460	)		$	(22,077	)		$	1,042,964

 

See Notes to Condensed Financial Statements

 

UAN Cultural & Creative Co., Ltd.

 

Statements of Cash Flows

(Unaudited)

 

		For the nine months ended
		September 30, 2011				September 30, 2010
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) for the period		$	256,127			$	(171,093	)
Amortization expense			102,381				13,021
Adjustments to reconcile net (loss) to net cash used in operating activities:
Accrued expenses converted to capital			—				9,027
Changes in operating assets and liabilities:
(Increase) Decrease in other current assets			(88,186	)			(5,000	)
(Increase) Decrease in accounts receivable			(312,934	)			—
(Increase) Decrease in inventory			(14,805	)			(252,000	)
Increase in accounts payable & accrued expenses			358,746				589,751
Net cash used in operating activities			301,329				183,706
Net cash used in investing activities			—				—
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from shareholders			—				69,428
Proceeds from demand notes payable			—				500,000
Purchase of leasehold improvements			—				(250,000	)
Net cash provided by financing activities			—				319,428
Effect of exchange rate change on cash			(22,077	)			—
Net increase (decrease) in cash and cash equivalents			279,252				503,134
Cash and cash equivalents
Beginning of period			377,433				15,575
End of period		$	656,685			$	518,709
Supplemental disclosure of non-cash financing activities:
Cancellation of convertible debt		$	—			$	24,000
Interest paid		$	—			$	—

 

See Notes to Condensed Financial Statements

 

 

 

UAN CULTURAL & CREATIVE CO., LTD.

NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2011

(Unaudited)

 

NOTE 1—ORGANIZATION AND BUSINESS OPERATIONS

 

UAN Cultural & Creative Co., Ltd (formerly named Good Harbor Partners Acquisition Corp). (the “Company”) was incorporated in Delaware on August 10, 2005 to serve as a vehicle to effect a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business in the security industry (a “Target Business”). All activity from inception (August 10, 2005) through the Company’s initial public offering on March 15, 2006 was related to the Company's formation and capital raising activities. Activities since the Company’s initial public offering and prior to June 30, 2010 related to the identification and investigation of a Target Businesses. The company’s plan had been to identify a quality investment opportunity in an operating business, not limited to the security industry, which could benefit from a reverse merger transaction to become a publicly traded company and to subsequently utilize the public equity markets to finance its growth strategy.

 

Organization

 

The registration statement for the Company’s initial public offering (“Offering”) was declared effective on March 8, 2006. The Company consummated the Offering of 500,000 series A Units (the “Series A Units” or a “Series A Unit”) and 4,600,000 Series B Units (the “Series B Units” or a “Series B Unit”) on March 15, 2006. On March 20, 2006, the Company consummated the closing of an additional 75,000 Series A Units and 690,000 Series B Units which were subject to the over-allotment option. The Offering generated total net proceeds of approximately $54.9 million of which $53,429,000 was placed in Trust. The Company’s management had broad authority with respect to the application of the proceeds of such offering although substantially all of the proceeds of such offering were intended to be applied generally toward consummating a merger, capital stock exchange, asset acquisition or other similar transaction with a Target Business (a “Business Combination”). Pending such a Business Combination, substantially all of the proceeds of any initial public offering would be held in trust (“Trust Fund”) to be returned to the holders of Class B common stock if a Business Combination was not contracted in 18 months (September 15, 2007), or consummated in 24 months (March 15, 2008), subsequent to the initial public offering (the “Target Business Acquisition Period).

 

Both the Company’s common stock and Class B common stock had one vote per share. However, the Class B stockholders could, and the common stockholders could not, vote in connection with a Business Combination. Since a Business Combination was not consummated during the Target Business Acquisition Period, the Trust Fund was distributed pro-rata to all of the Class B common stockholders and their Class B common shares were cancelled and returned to the status of authorized but unissued shares. Common stockholders did not receive any of the proceeds from the Trust Fund.

 

On November 15, 2007, the Company announced its termination of its previously announced letters of intent for business combinations in the security industry. As a result the Company instituted plans to distribute the amount held in the Trust Fund to its Class B stockholders and $11,270,801 of Class B common stock subject to conversion (including accretion of $326,188 during 2007) was reclassified to current liabilities.

 

At a Special Meeting held on January 31, 2008, the Company’s stockholders voted to distribute the Trust Fund for the benefit of its Class B Common Stockholders of record as of January 31, 2008 as soon as possible. The vote had the automatic effect of immediately canceling all Class B shares and converting them into rights to receive a pro rata share of the Trust Fund distribution. Accordingly, the Company’s Class B Units were mandatorily separated into their component parts: two warrants to purchase Common Stock and rights to receive the distribution on two Class B shares. On February 7, 2008, an amount of $56,660,364 comprised of $53,429,000 of proceeds from the Company’s initial public offering placed in Trust and $3,231,364 of interest earned thereon, ($5.36 per Class B share) was distributed to Class B shareholders. Effective as of the close of business February 8, 2008, the Company’s Class B Common Stock and Class B Units were no longer quoted on the OTC BB and were no longer traded or be tradable.

 

In addition, the Company’s remaining Common stockholders voted to remove the blank check company restrictions from the Company’s charter, allowing the Company to continue its corporate existence beyond its scheduled termination date of March 15, 2008.

 

On June 30, 2010, a change of control of the Company occurred. Pursuant to a Stock Purchase Agreement (the “SPA”), Ralph S. Sheridan, the President and a Director of the Company, Paul Sonkin, the Secretary and a Director of the Company, and other individuals (“Sellers”) each who were the beneficial owners of 10% or more of the outstanding Common Stock of the Company sold a total of 35,095,100 pre-Reverse Split shares of Common Stock of the Company (the “Transactions”) to eight new individuals (the “Purchasers”). Pursuant to the terms of the Stock Purchase Agreement, the Sellers sold an aggregate of 35,095,100 pre-Reverse Split shares of the Company’s outstanding Common Stock for an aggregate purchase price of $450,000. As a condition to the closing of the Transaction, all Promissory Notes and related accrued interest ($33,028 in total) due to the Sellers by the company prior to this agreement were cancelled by the Sellers and recorded as additional paid in capital on the books of the company. In addition, the Seller paid from the proceeds received under the agreement $151,000 in expenses associated with the transaction. Neither the proceeds received by the Sellers (sale between two “individuals”) nor the expenses associated with the transaction are recorded on the books of the company. Immediately following the transaction, the company had no assets or liabilities nor had it incurred any debt in relation to the transaction. One of the Purchasers, David Chen-Te Yen, acquired 25,700,000 pre-Reverse Split shares or approximately 71.5% of the Company’s outstanding common stock. Pursuant to the SPA, the Purchasers acquired an aggregate of approximately 95.6% of the outstanding voting Common Stock of the Company.

 

In connection with the transactions, under the terms of the SPA, we experienced a change in our Board of Directors. On June 30, 2010, upon the closing of the Transactions, our board of directors, which then consisted of Ralph Sheridan, Paul Sonkin and John Mallon, appointed David Chen-Te Yen, Wan-Fang Liu, Tzu-Yung Hsu, Ming-Cheng Lin, Syuan-Jhu Lin and Parsh Patel to our Board of Directors, effective upon the resignation of Ralph S. Sheridan, Paul Sonkin and John C. Mallon as members of our Board of Directors. David Chen-Te Yen and Parsh Patel were appointed to serve as Class I members of the Board of Directors of the Company. Syuan-Jhu Lin and Wan-Fang Liu were appointed to serve as Class II members of the Board of Directors of the Company. Tzu Yung Hsu was appointed to serve as a Class III member of the Board of Directors of the Company.

 

Ralph Sheridan, who was our President, Chief Executive Officer, Secretary and a Director, John Mallon, who was a Director and Paul Sonkin, who was a Director, thereupon resigned from their respective Director and Officer positions. Because of the change in the composition of our Board of Directors and the sale of securities pursuant to the SPA, there was a change of control of our Company on June 30, 2010.

 

Our new Board of Directors appointed David Chen-Te Yen as our President and the Chairman of our Board of Directors and Parsh Patel as our Chief Executive Officer and Secretary.

 

Under the direction of our new Board of Directors, the Company has initiated a business involving the sale of authentic and high quality works of art, including paintings, sculptures, and antiques initially in Taiwan. On August 27, 2010 the company approved the change of its name to UAN Cultural & Creative Co., Ltd. In addition, amendments of the company’s Amended and Restated Certificate of Incorporation were approved to effect a ten-for-one reverse split of the issued and outstanding shares of common stock and to repeal a provision which prohibits stockholders of the Company from taking any action by written consent in lieu of a meeting.

 

Interim financial statements

 

The accompanying unaudited condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the Company’s audited financial statements and footnotes thereto for the year ended December 31, 2010, included in the Company’s Form 10-K filed on March 7, 2011. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. The financial statements reflect all adjustments (consisting primarily of normal recurring adjustments) that are, in the opinion of management necessary for a fair presentation of the Company’s financial position and results of operations. The operating results for the three months and nine months ended September 30, 2011 are not necessarily indicative of the results to be expected for any other interim period of a future year.

 

NOTE 2—OFFERING

 

In the Offering, effective March 8, 2006, the Company sold to the public an aggregate of 575,000 Series A Units and 5,290,000 Series B Units at a price of $8.50 and $10.10 per unit pre reverse split, respectively. Proceeds from the initial public offering totaled approximately $54.9 million, which was net of approximately $3.4 million in underwriting and other expenses. Each Series A Unit consists of two shares of the Company's common stock, and ten Class Z Warrants (a “Class Z Warrant”). Each Series B Unit consists of two shares of the Company's Class B common stock, and two Class W Warrants (a “Class W Warrant”).

 

The Class Z Warrants will expire on March 7, 2013 or earlier upon redemption. The Class W Warrants expired on March 7, 2011. The Company may redeem the outstanding Class Z Warrants with the prior consent of HCFP/Brenner Securities LLC (“HCFP”), the representative of the underwriters of the Offering, in whole and not in part, at a price of $.05 per warrant at any time after the warrants become exercisable, upon a minimum of 30 days' prior written notice of redemption, and if, and only if, the last sale price of the Company’s common stock equals or exceeds $87.50 per share for a Class Z Warrant for any 20 trading days within a 30 trading day period ending three business days before the Company sent the notice of redemption.

 

At the closing of this offering, the Company sold to HCFP the underwriters for an aggregate of $100, an option (the “Underwriter's Purchase Option” or “UPO”) to purchase up to a total of 25,000 additional Series A Units and/or 230,000 additional Series B Units.

 

The exercise price and number of shares of Common Stock issuable on exercise of the Class W warrants and Class Z warrants may be adjusted in certain circumstances including in the event of a stock dividend, or our recapitalization, reorganization, merger or consolidation. Such adjustment occurred as a result of the 1 for 10 reverse split of the Company’s Common Stock affected on August 27, 2010 (the “Reverse Split”) and the number of shares of Common Stock purchasable under the Class Z warrants reduced tenfold and the exercise prices increased tenfold. However, the Class Z warrants will not be adjusted for issuances of Common Stock at a price below their respective exercise prices.

 

NOTE 3—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

BASIS OF PRESENTATION-The accompanying unaudited financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods have been included. These consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the year ended December 31, 2010 and notes thereto contained in the Report on Form 10-K of the Company as filed with the United States Securities and Exchange Commission (the “SEC”) on March 7, 2011. Interim results are not necessarily indicative of the results for the full year.

 

CASH AND CASH EQUIVALENTS — Included in cash and cash equivalents are deposits with financial institutions as well as short-term money market instruments with maturities of three months or less when purchased.

 

ACCOUNTS AND NOTES RECEIVABLE – These amounts represent sales to customers in the ordinary course of business. Ninety percent of the notes receivable are due within 90 days and the balance within one year. The notes receivable are non-interest bearing.

 

CONCENTRATION OF CREDIT RISK —Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash and cash equivalents. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. However, management believes the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held.

 

NET INCOME (LOSS) PER SHARE —Net (loss) per share is computed based on the weighted average number of shares of common stock and, prior to its redemption, Class B common stock outstanding.

 

Basic earnings (loss) per share is computed by dividing income (loss) available to common stockholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Since the effect of outstanding warrants to purchase common stock and the UPO are antidilutive, they have been excluded from the Company’s computation of net (loss) per share.

 

The computational components of basis and diluted earnings (loss) per share from continuing operations are as follows:

 

		Numerator				Denominator
		(Income / Loss)				(Shares)
Nine Months Ending September 30, 2011 - Basic Earnings (Loss) per share		$	256,127				53,552,708
Common Stock Equivalents Arising From Class Z Warrants		$	—				822,500
Common Stock Underlying Underwriters Purchase Option		$	—				25,000
Diluted Earnings Per Share 2011		$	256,127				54,400,208
Nine Months Ended September 30, 2010 Basic and Diluted Earnings (Loss) Per Share		$	(171,093	)			35,950,100

 

FAIR VALUE OF FINANCIAL INSTRUMENTS — FASB ASC Topic 820, “Fair Value measurement and Disclosures”, an Accounting Standard Update. In September 2009, the FASB issued this Update to amendments to Subtopic 82010, “Fair Value Measurements and Disclosures”. Overall, for the fair value measurement of investments in certain entities that calculates net asset value per share (or its equivalent). The amendments in this Update permit, as a practical expedient, a reporting entity to measure the fair value of an investment that is within the scope of the amendments in this Update on the basis of the net asset value per share of the investment (or its equivalent) if the net asset value of the investment (or its equivalent) is calculated in a manner consistent with the measurement principles of Topic 946 as of the reporting entity’s measurement date, including measurement of all or substantially all of the underlying investments of the investee in accordance with Topic 820. The amendments in this Update also require disclosures by major category of investment about the attributes of investments within the scope of the amendments in this Update, such as the nature of any restrictions on the investor’s ability to redeem its investments at the measurement date, any unfunded commitments (for example, a contractual commitment by the investor to invest a specified amount of additional capital at a future date to fund investments that will be made by the investee), and the investment strategies of the investees. The major category of investment is required to be determined on the basis of the nature and risks of the investment in a manner consistent with the guidance for major security types in GAAP on investments in debt and equity securities in paragraph 320-10-50-lB. The disclosures are required for all investments within the scope of the amendments in this Update regardless of whether the fair value of the investment is measured using the practical expedient. The amendments in this Update apply to all reporting entities that hold an investment that is required or permitted to be measured or disclosed at fair value on a recurring or non recurring basis and, as of the reporting entity’s measurement date, if the investment meets certain criteria The amendments in this Update are effective for the interim and annual periods ending after December 15, 2009. Early application is permitted in financial statements for earlier interim and annual periods that have not been issued.

 

FIXED ASSETS– Leasehold improvements are recorded at cost and are amortized over the length of the lease which is a two year period beginning in August 2010. Machinery and equipment are amortized on a straight-line basis over a three to five year period. Details of balance of fixed assets at September 30, 2011 are as follows:

 

		September 30, 2011				December 31, 2010
Leaseholde Improvements		$	250,000			$	250,000
Machinery & Equipment			534				534
			250,534				250,534
Accumulated Depreciation & Amortization			(146,652	)			(44,271	)
Net Fixed Assets		$	103,882			$	206,263

 

INVENTORY – Consists principally of finished art pieces held for sale valued at the specific-cost to purchase each piece. These are recorded in inventory at the lower of the specifically-identified-cost of each piece (or average cost per piece when purchased in lots of two or greater) or net realizable value at September 30, 2011. There were 439 pieces of finished art in the $518,805 of inventory at September 30, 2011. As art is sold, amounts removed from inventory are the same specific cost values at the time of purchase.

 

REVENUES – The Company has two principal sources of revenue. Revenues related to the direct sale of art pieces from inventory and commissions on sale of art pieces sold on a consignment basis. The company recognizes revenues at the time goods are delivered to the customers. In the nine months ended September 30, 2011, seven (7) pieces were sold on a consignment basis and nine hundred and seventy (970) pieces were sold from inventory. Commissions earned on a consignment sales average 50% of the end sale price of the art.

 

LEASES - The company leases building space related to its initial art gallery in Taiwan and has determined that this lease is an operating lease.

 

USE OF ESTIMATES —The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

SEGMENT REPORTING — The company reports all operations under one business segment, the sale of works of art. Three customers accounted for 92% of the company’s revenues in the nine month period. The company sold 75% of revenues in the nine month period ended September 30, 2011 through one Taiwan distributor. Year 2010 and 2011 operations were conducted principally in Taiwan.

 

FOREIGN CURRENCY TRANSLATIONS — The functional currency of the Company's branch in Taiwan is the New Taiwan Dollar (“NTD”) and its reporting currency is the U.S. dollar. Transactions denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the date of the transactions. Exchange gains or losses on transactions are included in earnings.

 

The combined financial statements of the Company are translated into U.S. dollars in accordance with the standard, “Foreign Currency Translation,” codified in ASC 830, using rates of exchange at the end of the period for assets and liabilities, and average rates of exchange for the period for revenues, costs, and expenses and historical rates for equity. Translation adjustments resulting from the process of translating the local currency combining financial statements into U.S. dollars are included in determining comprehensive income. At September 30, 2011, the cumulative translation adjustments of $22,077, were classified as items of accumulated other comprehensive loss in the stockholders’ equity section of the balance sheet. For the nine months ended September 30, 2011, other comprehensive loss was $22,077.

 

The exchange rates used to translate amounts in NTD into U.S. dollars for the purposes of preparing the combined financial statements were as follows: As of September 30, 2011, the Company used the period-end rates of exchange for assets and liabilities of $1.00 US to NTD 30.54. For the nine months ended September 30, 2011, the Company used the period’s average rate of exchange to convert revenues, costs, and expenses of $1.00 US to NTD 29.21. The Company used historical rates for equity.

 

NEW ACCOUNTING PRONOUNCEMENTS — The adoption of these accounting standards had the following impact on the Company’s statements of income and financial condition:

 

FASB issued ASU 2010-9 Subsequent Events (Topic 855) - Amendments to Certain Recognition and Disclosure Requirements in February 2010 ("ASU 2010-9"). ASU 2010-9 amends disclosure requirements within Subtopic 855-10. An entity that is an SEC filer is not required to disclose the date through which subsequent events have been evaluated. This change alleviates potential conflicts between Subtopic 855-10 and the SEC's requirements. ASU 2010-9 is effective for interim and annual periods ending after June 15, 2010. The adoption of this Topic did not have a material impact on the Company’s financial statements and disclosures.

 

FASB issued ASU 2010-6 Improving Disclosures about Fair Measurements in January 2010 ("ASU 2010-6"). ASU 2010-6 provides amendments to subtopic 820-10 that require separate disclosure of significant transfers in and out of Level 1 and Level 2 fair value measurements and the presentation of separate information regarding purchases, sales, issuances and settlements for Level 3 fair value measurements. Additionally, ASU 2010-6 provides amendments to subtopic 820-10 that clarify existing disclosures about the level of disaggregation and inputs and valuation techniques. ASU 2010-6 is

effective for financial statements issued for interim and annual periods ending after December 15, 2010. The adoption of this Topic did not have a material impact on the Company’s financial statements and disclosures.

 

In May 2011, the FASB issued ASU No. 2011-04, Fair Value Measurement: Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. This standard clarifies guidance on how to measure fair value and is largely consistent with existing fair value measurement principles. The ASU also expands existing disclosure requirements for fair value measurements and makes other amendments. For the Company, this ASU is effective prospectively beginning January 1, 2012. The adoption of this standard is not expected to have a material impact on the Company’s consolidated results of operations or financial condition.

 

In June 2011, the FASB issued ASU No. 2011-05, Presentation of Comprehensive Income. This standard requires entities to present items of net income and other comprehensive income either in a single continuous statement, or in separate, but consecutive, statements of net income and other comprehensive income. The new requirements do not change which components of comprehensive income are recognized in net income or other comprehensive income, or when an item of other comprehensive income must be reclassified to net income. Also, the earnings-per share computation does not change. However, the current option under existing standards to report other comprehensive income and its components in the statement of changes in equity is eliminated. In addition, the previous option to disclose reclassification adjustments in the notes to the financial statements is also eliminated, as reclassification adjustments will be required to be shown on the face of the statement under the new standard. For the Company, this ASU is effective retrospectively beginning January 1, 2012, with early adoption permitted. Since this standard impacts disclosure requirements only, its adoption will not have a material impact on the Company’s consolidated results of operations or financial condition.

 

NOTE 4—TAXES

 

Income Taxes

The Company has US based cumulative tax loss carryforwards (NOLs) of approximately $2,303,251 at December 31, 2010, which are not likely to be fully realized and consequently a full valuation allowance has been established relating to this deferred tax assets. The final portion of the NOL expires in year 2026.

 

Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts and are based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred income tax assets to the amount expected to be realized. The deferred income tax asset related to the above noted NOL in the amount of $2,303,251 has been reduced by a related allowance of equal amount at September 30, 2011.

 

Current income tax liability at September 30, 2011 is $119,457.

 

US based (loss) before taxes and international based branch income before taxes were ($336,799) and $717,696 (combined pretax income of $380,897), respectively, for the nine month period ended September 30, 2011. Reconciliation of statutory rate to effective tax rate for the six month period ended September 30, 2011 is as follows:

 

Statutory US Tax Rate			38.00	%
State Income Tax Rate Effected			0.00	%
Foreign Tax Credit			0.00	%
Net Operating Loss Carryforward			-5.30	%
			32.70	%

 

NOTE 5—COMMITMENTS

 

Solicitation Services

 

The Company has engaged HCFP, on a non-exclusive basis, to act as its agent for the solicitation of the exercise of the Company’s Class W Warrants and Class Z Warrants. In consideration for solicitation services, the Company will pay HCFP a commission equal to 5% of the exercise price for each Class W Warrant and Class Z Warrant exercised after March 8, 2007 if the exercise is solicited by HCFP. No solicitation services have been provided to date.

 

Operating Leases

 

In August 23, 2010 the company entered into two year a real estate operating lease for it’s initial gallery location in Taiwan. Rental expense under this agreement was $29,154 in the nine months ended September 30, 2011. Future aggregate minimum lease payments will be as follows:

 

Year		$
2011		8,082
2012		23,000
		31,082

 

NOTE 6—PROMISSORY NOTES – STOCKHOLDERS

 

On May 12, 2009, three individuals and Ralph S. Sheridan, each loaned the Company $6,000 (total proceeds $24,000). The Company issued promissory notes (each a “Note” and together, the “Notes”) to the individuals and Mr. Sheridan, pursuant to which the principal and interest amounts thereunder are due and payable on May 12, 2017 (the “Maturity Date”). The notes bear interest of 10% annually.

 

On June 30, 2010 the above noted $24,000 promissory notes and related accrued interest were cancelled as part of the Stock Purchase Agreement outlined in Note 1 – Organization and Business Operations.

 

On July 23, 2010, two shareholders, one of which, David Chen-Te Yen which at the time owned approximately 71.5% of our common stock, lent the Company an aggregate of $500,000 ($300,000 of which was from David Chen-Te Yen)which amounts are evidenced by demand promissory notes bearing interest at the rate of 8% per annum, compounded daily. On December 3, 2010, $300,000 of these demand notes were repaid.

 

NOTE 7—CAPITAL STOCK

 

Preferred Stock

 

The Company is authorized to issue up to 5,000 shares of Preferred Stock with such designations, voting, and other rights and preferences as may be determined from time to time by the Board of Directors.

 

Common Stock and Class B Common Stock

 

The Company’s articles of incorporate were amended to increase the authorization to issue shares of common stock from 80,000,000 to 100,000,000 on August 27, 2010. This amendment also affected a 1 for 10 Reverse Split of the Company’s Common Stock. As a result of the Reverse Split, as of September 30 2010, there are 3,672,708 shares of the Company's common stock issued and outstanding and 120,000 shares of common stock held in treasury.

 

On November 1, 2010 the Company completed an “off-shore” private offering of its common stock (par value $.0001 per share) to investors who qualify as “Non U.S. Persons” under Regulation S of the Securities Act of 1933. This offering for 50,000,000 shares of Common Stock at a price of $0.02 per share has generated gross proceeds to the Company of $999,718. David Chen-Te Yen, Director, at the time of this transaction owned approximately 42.0% of our common stock,

 

As of March 31, 2011, there are 44,150,490 shares of common stock available for future issuance, after appropriate reserves for the issuance of common stock in connection with the Class Z Warrants, the Underwriters Purchase Option and the officer’s and director’s Class Z Warrants. The Company currently has no commitments to issue any shares of common stock.

 

On June 18, 2009 the Company raised $30,000 through the sale of 1,200,000 pre-Reverse Split shares of common stock at a face value of $0.025 per share and a par value of $.0001 per share. The Company applied these funds to the repurchase of common shares noted below.

 

On June 18, 2009 the Company repurchased an aggregate of 1,200,000 pre-Reverse Split shares of its common stock, par value of $.0001 per share from HCFP Brenner Holdings, LLC for an aggregate purchase price of $30,000. Payment of $27,918 ($30,000 net of expenses) related to this repurchase was made in July 2009. These 120,000 post-Reverse Split shares are now held as treasury shares at December 31, 2010.

 

On November 13, 2009, the Company offered and sold an aggregate of 30,000,000 pre-Reverse Split shares of Common Stock for an aggregate purchase price equal to $30,000, to Ralph S. Sheridan, an officer and director of the Company and three of the Company's current shareholders, William McCluskey, The Tarsier Nanocap Value Fund, LP and FI Investment Group, LLC pursuant to the terms and conditions set forth in the common stock purchase agreement. The Company sold these shares of Common Stock under the exemption from registration provided by Section 4(2) of the Securities Act and Regulation D promulgated thereunder.

 

NOTE 8—WARRANTS AND OPTION TO PURCHASE COMMON STOCK

 

In addition to shares of Common Stock common outstanding as of September 30, 2011, the following shares of Common Stock, which take into account the Reverse Split, are reserved for issuance pursuant to outstanding warrants:

 

·

575,000 shares of Common Stock underlying the outstanding Class Z warrants sold in the IPO. We refer to these warrants as the “IPO Warrants.”

 

·

247,500 shares of Common Stock underlying the outstanding Class Z warrants issued to former officers and directors of the Company. Specifically, an aggregate of 247,500 Class W warrants and 247,500 Class Z warrants were sold to former officers and directors for an aggregate of $247,500 (or a purchase price of $.05 per warrant). These warrants have the same terms as the other Class Z and Class W warrants, including an exercise price of $50 per share. We refer to these warrants as the “Affiliate Warrants.”

 

·

25,000 shares of Common Stock underlying the outstanding IPO underwriter’s purchase option. The terms of this option, which we refer to as the “Underwriter’s Purchase Option,” are described here-in.

 

Class W Warrants

 

The Class W warrants expired on March 7, 2011.

 

Class Z Warrants

 

Each Class Z warrant entitles the registered holder to purchase one share of our Common Stock at a price of $50 per share, subject to adjustment as discussed below, at any time commencing on the later of:

 

·

the completion of a Business Combination as further described in the IPO registration statement; and

 

·

March 8, 2007.

 

The Class Z warrants will expire on March 7, 2013.

 

The exercise price and number of shares of Common Stock issuable on exercise of the Class Z warrants may be adjusted in certain circumstances including in the event of a stock dividend, or our recapitalization, reorganization, merger or consolidation. Such adjustment occurred as a result of the 1 for 10 reverse split of the Company’s Common Stock effected on August 27, 2010 (the “Reverse Split”) and the number of shares of Common Stock purchasable under the Class Z warrants reduced tenfold and the exercise prices increased tenfold. However, the Class Z warrants will not be adjusted for issuances of Common Stock at a price below their respective exercise prices.

 

No warrants will be exercisable unless at the time of exercise a prospectus relating to Common Stock issuable upon exercise of the warrants is current and the Common Stock has been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Under the terms of the warrant agreement, we have agreed to meet these conditions and to maintain a current prospectus relating to Common Stock issuable upon exercise of the warrants until the expiration of the warrants. However we have not done so, since we do not believe it to be likely that the warrants will be exercised given the current price of our Common Stock is significantly below the exercise price of the warrants.

 

No fractional shares will be issued upon exercise of the Class Z warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round up to the nearest whole number the number of shares of Common Stock to be issued to the warrant holder.

 

NOTE 9 — RELATED PARTIES

 

At December 31, 2010 and September 30, 2011 David Chen-Te Yen (Chairman, Director and 42% shareholder of the company) had advanced the company $25,970 and $51,247 respectively, (on a non-interest bearing basis) to support the initial Taiwan operations. Repayment is due upon demand.

 

In July 2010 Mr. David Chen-Te Yen (Chairman, Director and 42% shareholder of the company) loaned the company $300,000 in demand notes bearing interest at 8%. This demand note was repaid on December 3, 2010. The related accrued interest of $8,482 (Included in accrued expenses) remains unpaid at September 30, 2011.

 

In July 2010 Mr. Yuan-Ho Chang (Shareholder and consultant to the company), loaned the company $200,000 in demand notes bearing interest at 8%. The related accrued interest of $18,454 (Included in accrued expenses) is unpaid at September 30, 2011.

 

In the nine month period ended September 30, 2011, Mr. Chang purchased $952 in art work from the company.

 

 

Item 2.  Management's Discussion and Analysis of Financial Condition and Result of Operations

 

Cautionary Note Regarding Forward-Looking Statements

 

Certain statements made in this Quarterly Report on Form 10-Q are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of UAN Cultural & Creative Co., Ltd. (the “Company”, “we”, “our”, or “us”) to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. Our plans and objectives are based, in part, on assumptions involving the continued expansion of our business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Forward-looking statements, which involve assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of words “may,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology. Although we believe our assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by our Company or any other person that our objectives and plans will be achieved. Except as required by applicable laws, we undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

 

The following discussion should be read in conjunction with our unaudited condensed financial statements and footnotes thereto contained in this Quarterly Report filed on Form 10-Q and our audited financials statements and footnotes thereto for the year ended December 31, 2010 included in our Annual Report on Form 10-K/A filed with the Securities and Exchange Commission on August 4, 2011.

 

Description of Business

 

Background

 

We formerly were a shell company. We have initiated operations, and are no longer a shell company. To date we have had limited operations and have incurred substantial losses.

 

We were formed on August 10, 2005 to serve as a vehicle to effect a merger, capital stock exchange, asset acquisition or other similar business combination with an entity that has an operating business in the security industry (collectively, a “Business Combination”).

 

We completed an initial public offering (“IPO”) on March 15, 2006 based on that business plan. Stockholder funds raised in the IPO were segregated in a trust account and we were obligated to return the segregated funds to the investors in the event the Business Combination was not completed within 18-months (24-months, under certain circumstances). By the end of the 18-month period we had not engaged in any operations, generated any revenues, or incurred any debt or expenses other than in connection with our IPO. Since we were not able to consummate our business plan and the Business Combination was not completed within the required time period, we liquidated the segregated funds held in the trust account, returned the funds to the investors in the IPO, redeemed the Class B Common Stock the investors acquired in the IPO and reconstituted the company as an ongoing business corporation. As a result of the foregoing, we became a public shell company.

The securities issued in our IPO consisted of Class A Common Stock, which is now regular Common Stock, Class W Warrants, Class Z Warrants, Class B Common Stock which was redeemed from the stockholders when the funds raised in the IPO were returned to them and is no longer outstanding, Class A Units which consisted of two shares of Class A Common Stock and ten Class Z Warrants, and Class B Units which consisted of two shares of Class B Common Stock and two Class W Warrants.

 

We experienced a change in control on June 30, 2010, both at the stockholder and director levels as the result of the purchase of 35,095,100 shares of our Common Stock, approximately 95.6 percent of our Common Stock which was issued and outstanding on that date, by eight persons and the simultaneous reconstitution of our Board of Directors (collectively, the “Transaction”). Our new Board of Directors has created a new business plan and we have initiated that business involving the sale and appraisal of authentic and high quality works of art, primarily paintings, initially in Taiwan.

 

On August, 2010, we amended our Certificate of Incorporation to change our name from Good Harbor Partners Acquisition Corp. to UAN Cultural & Creative Co., Ltd. and effect a one-for-ten reverse stock split of our Common Stock.

 

On July 23, 2010, two of our stockholders, David Chen-Te Yen and Yuan-Hao Chang, loaned us $300,000 and $200,000, respectively. David Chen-Te Yen is our president and the chairman of our board of directors, and owns approximately 42.11% of our Common Stock. These loans are evidenced by demand promissory notes bearing interest at the rate of 8% per annum, compounded daily. A portion of these funds was used to implement our new business plan. The $300,000 loan from David Chen-Te Yen was repaid in December 2010, and $200,000 remained outstanding on September 30, 2011. In order for us to successfully engage in this or any business, we may need to raise additional capital. There can be no assurance that we will be able to raise additional capital, on terms favorable to us or at all.

 

In October and November 2010, we sold 50,000,000 shares of common stock in a private placement for a purchase price of $0.02 per share and aggregate gross proceeds of $1,000,000.

 

Our Current Business

 

On August 20, 2010, we signed a lease for our initial art gallery, located in Luzhu Township, Taiwan. We also acquired furniture, fixtures and improvements, at a cost of $250,000, such that the gallery would provide a showcase from which to initiate our operations. The gallery is now open and provides an elegant and comfortable setting from which we sell our artworks and conduct art shows, exhibitions, private showings, meetings, cocktail parties and other gatherings for the benefit of both our customers and featured artists. We are now conducting business.

 

The gallery currently opens on weekends during which sell our artworks and conduct art shows and exhibitions that we advertise to potential customers in the geographic area close to the gallery as well as to potential customers in surrounding cities whom our sales force has identified as potential purchases of our art works. During Monday through Friday, the gallery opens by appointment for private showings of our artwork to potential customers. With this approach, we are able to control our operating expenses.

 

We also are offering customized paintings to our customers through our sales representatives, which include commutative portraits painted by student-artists whom we retain at a low cost to us. In addition, our website, http://www.uanusa.com/main.php, is now operational. It contains a statement of our mission, identifies certain of our featured artists, as well as pictures of certain paintings that we are currently offering for sale at our gallery. We are also offering memberships in a club we have organized called UAN Club. Members can join UAN Club by registering on-line.

 

We will be subject to numerous risks inherent in developing a new business and new operations and will be subject to the high levels of risks inherent to any new business. Certain of those risks are described in our Annual Report on Form 10-K/A filed with the SEC on August 4, 2011.

 

Results of Operations

 

Three Months Ended September 30, 2011 v. September 30, 2010

 

Net sales were approximately $760,769 for the three months ended September 30, 2011 compared to net sales of $24,996 for the three month ended September 30, 2010, during which latter period we were not fully engaged in our business. Our cost of sales for the three months ended September 30, 2011 was $339,523. We realized a gross margin during that period of $421,246 (55%).

 

Our operating expenses for the three months ended September 30, 2011 were $138,258, including salaries and related expenses of $40,985, rent in the amount of $8,233 and amortization of leasehold improvements of $28,405. Since we were not engaged fully in a trade or business during the three months ended September 30, 2010, we had no operating expenses during such period.

 

General and administrative expenses amounted to $150,189 for the three months ended September 30, 2011, compared to $168,423 for the three months ended September 30, 2010, a decrease of $18,234.

 

Nine Months Ended September 30, 2011 v. September 30, 2010

 

Net sales were $1,834,345 for the nine months ended September 30, 2011 compared to net sales of $24,996 for the nine months ended September 30, 2010, during which the latter period we were not fully engaged in our business. Our cost of sales and gross margin for the nine month period were $747,657 and $1,086,688 (59%), respectively.

 

Our operating expenses for the nine months ended September 30, 2011 were $338,152, including salaries and related expenses of $106,240, rent in the amount of $27,190 and leasehold improvement amortization of $87,798. Operating expenses in the nine months ended September 30, 2010 were $0, as we were not a fully operating business in this period.

 

General and administrative expenses were $336,340 in the nine months ended September 30, 2011. This amount included principally expenses associated with running a public company.

 

Balance Sheet Discussion

 

As of September 30, 2011, our total current assets were $1,609,646, total current liabilities were $670,564 and total working capital of $939,082, compared to $914,469, $311,818 and $602,651, respectively, as of December 31, 2010. Current assets at September 30, 2011 included cash and cash equivalents of $656,685 and inventory of $518,805, compared to $377,433, and $504,000, respectively, at December 31, 2010. Included in total assets as of September 30, 2011 are leasehold improvements, net of amortization, of $103,882.

 

As of September 30, 2011, our total liabilities were $670,564, consisting of note payable to shareholder of $200,000, advances from shareholders of $51,247, income taxes payable $119,457, and accounts payable and accrued expenses of $299,860. At December 31, 2010, total liabilities were $311,818, consisting of accounts payable and accrued expenses of $85,848.

 

The significant increase in our liabilities for the nine months ended September 30, 2011 compared to December 31, 2010 resulted from expenses related to our business, expenses related to the registration statement we filed with the Securities and Exchange Commission on March 10, 2011 and income taxes payable.

 

The net cash provided by our operating activities in the nine month period ended September 30, 2011 was $301,329, an increase of $117,623 from that used in the nine months ended September 30, 2010, which net increase was affected primarily by our net income.

 

Liquidity and Capital Resources

 

As of September 30, 2011, we had total assets of $1,713,528, including cash and cash equivalents of $656,685, compared with total assets of $1,120,732, including cash and cash equivalents of $377,433 as of December 31, 2010. Our current liabilities as of September 30, 2011, totaling $670,564, are comprised of accounts payable and accrued expenses of $299,860, $119,457 in income taxes payable, and $200,000 in shareholder loans. This compares to current liabilities as of December 31, 2010 of $311,818, comprised of accounts payable and accrued expenses of $85,848 and loans and advances of $225,970. We can provide no assurance that we can continue to satisfy our cash requirements for at least the next twelve months.

 

On July 23, 2010, two of our stockholders, David Chen-Te Yen and Yuan-Hao Chang, loaned us $300,000 and $200,000, respectively. David Chen-Te Yen is our president and the chairman of our board of directors, and owns approximately 42.11% of our Common Stock. These loans are evidenced by demand promissory notes bearing interest at the rate of 8% per annum, compounded daily. A portion of these funds was used to implement our new business plan. The $300,000 loan from David Chen-Te Yen was repaid in December 2010, and $200,000 remained outstanding on September 30, 2011. In order for us to successfully engage in this or any business, we may need to raise additional capital. There can be no assurance that we will be able to raise additional capital, on terms favorable to us or at all.

 

We began our business in August 2010. We therefore have a limited operating history from which we can evaluate trends and other factors that may affect our business. We understand that our business will be affected by economic conditions in Taiwan. However, we believe there is an increasing customer appreciation for art works in Asia, particularly in Taiwan and in China. We believe that the market for art works in Taiwan has great potential. However, our primary challenge will be to address that market with the limited capital we have available. Our initial focus is therefore to expand our business in ways that do not require significant capital expenditures and to create name recognition through the promotion of the arts in general, which we expect to accomplish through our sponsorship of art shows, exhibitions, and contests, our relationships with feature artists and through our internet programs. We hope to fund continuing operations and grow our business with the income we generate from operations. If our operations are profitable, we will not have to raise additional funds to continue operating during the next 12 months. However, there can be no assurance that we will not incur operating losses in the future or, if we do, that the amount of the losses we will incur may not be material. We realize that, if we incur operating losses in the future and are unable to raise additional capital, our ability to continue as a going concern will be jeopardized.

 

Critical Accounting Policies

 

We believe the following accounting policies involve the most significant judgments and estimates used in the preparation of our financial statements: Cash and Cash Equivalents, Investments, Net Income (loss) Per Share and Use of Estimates and Assumptions. These significant accounting policies are described in detail in Note 3 to our third quarter unaudited condensed financial statements included herein.

 

Off-Balance Sheet Arrangements

 

As of September 30, 2011, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 

Item 3.   Quantitative and Qualitative Disclosure About Market Risks

 

Not applicable.

 

Item 4.  Controls and Procedures

 

The certifications of our Chief Executive Officer and Chief Financial Officer attached as Exhibits 31.1 and 31.2 to this Quarterly Report on Form 10-Q include, in paragraph 4 of such certifications, information concerning our disclosure controls and procedures, and internal control over financial reporting. Such certifications should be read in conjunction with the information contained in this Item 4 for a more complete understanding of the matters covered by such certifications.

 

Disclosure Controls and Procedures

 

Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2011. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions to be made regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer concluded that we did maintain effective internal control over financial reporting as of September 30, 2011 and further concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes to our internal control over financial reporting during the quarter ended September 30, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Important Considerations

 

The effectiveness of our disclosure controls and procedures and our internal control over financial reporting is subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the soundness of our systems, the possibility of human error, and the risk of fraud. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and the risk that the degree of compliance with policies or procedures may deteriorate over time. Because of these limitations, there can be no assurance that any system of disclosure controls and procedures or internal control over financial reporting will be successful in preventing all errors or fraud or in making all material information known in a timely manner to the appropriate levels of management.

 

 

PART II - OTHER INFORMATION

 

Item 1.  Legal Proceedings

 

Not applicable.

 

Item 1A.  Risk Factors

 

Not applicable.

 

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

 

Not applicable.

 

Item 3.  Defaults Upon Senior Securities

 

Not applicable.

 

Item 4.  (Removed and Reserved)

 

Item 5.  Other Information

 

Not applicable.

 

Item 6.  Exhibits

 

31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of the Chief Executive Officer Pursuant to 18 U.S.C. 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of the Chief Financial Officer Pursuant to 18 U.S.C. 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

		UAN Cultural & Creative Co., Ltd.
Dated: November 18, 2011		By:	/s/ Parashar Patel
			Parashar Patel
			Chief Executive Officer
			(Principal Executive Officer)
Dated: November 18, 2011		By:	/s/ I-Kai Su
			I-Kai Su
			Chief Financial Officer
			(Principal Financial Officer and Chief Accounting Officer)