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U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

(Amendment No. 1)

(Mark One)    
  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    For the fiscal year ended June 30, 2012
     
  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    For the transition period from                      to

 

Commission File No. 000-54334

UAN Power Corp.

(Name of small business issuer in its charter)

 

Delaware

(State or other jurisdiction of

incorporation or organization)

27-0155619

(I.R.S. Employer Identification No.)

   

1021 Hill Street, Suite 200, Three Rivers, Michigan

(Address of principal executive offices)

49093

(Zip Code)

 

Issuer’s telephone number (586) 530-5605

 

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.00001 par value per share

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes   No 

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes   No 

 

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   No 

 

Indicate by check mark whether the registrant has submitted electronically and posted on its 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   No 

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

 

 
 

 

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 Act (Check one):

 

☐ Large Accelerated Filer ☐ Accelerated Filer
☐ Non-accelerated Filer (do not check if a smaller reporting company) ☒ 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   No 

 

As of October 15, 2012, 78,273,000 shares of the registrant’s Common Stock were outstanding. The registrant’s common stock is quoted on the Over-the-Counter Bulletin Board. However, the registrant is not aware of any trading in its common stock. As of December 31, 2011, the last business day of the registrant’s most recently completed second quarter, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant (without admitting that any person whose shares are not included in such calculation is an affiliate) was $0.00.

 

 
 

EXPLANATORY PARAGRAPH

 

This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends our Annual Report on Form 10-K for the fiscal year ended June 30, 2012, originally filed on October 15, 2012 (the “Original Filing”). We are filing this Amendment to revise the Report of Independent Registered Public Accounting Firm to Item 15. Exhibits, Financial Statement Schedules to include the state in which our independent registered public accounting firm is located. In addition, in connection with the filing of this Amendment and pursuant to Rules 12b-15 and 13a-14 under the Exchange Act, we are including with this Amendment currently dated certifications. Except as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and we have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Filing.

 

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 

(a)(1) List of Financial statements included in Part II hereof

 

·    Balance Sheets at June 30, 2012 and June 30, 2011 

 

·    Statements of Operations for the fiscal years ended June 30, 2012 and June 30, 2011 and the period from inception on May 8, 2009 through June 30, 2012 

 

·    Statements of Stockholders' Equity (Deficit) from May 8, 2009 (Inception) through June 30, 2012 

 

·    Statements of Cash Flows for the fiscal years ended June 30, 2012 and June 30, 2011 and the period from inception on May 8, 2009 through June 30, 2012 

 

·    Notes to the Financial Statements 

 

(a)(2) List of Financial Statement schedules included in Part IV hereof:

 

None

 

(a)(3) Exhibits

 

The following of exhibits are filed with this report:

 

Exhibit  
Number Description
   
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.
   
101.INS XBRL Instance Document
   
101.SCH XBRL Taxonomy Extension Schema Document
   
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
   
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
   
101.LAB XBRL Taxonomy Extension Label Linkbase Document
   
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

 

 
 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To the Board of Directors and Stockholders of

UAN Power Corp. fka Gulf Shores Investments, Inc.

(A Development Stage Company)

 

We have audited the accompanying balance sheet of UAN Power Corp. as of June 30, 2012 and the related statement of operations and comprehensive income (loss), changes in stockholders’ equity (deficit), and cash flows for the year ended June 30, 2012, and for the period from May 8, 2009 (date of inception) to June 30, 2012. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. The Company’s financial statements for the years ended June 30, 2011 and for the period from May 8, 2009 (date of inception) to June 30, 2011 were audited by other auditors who expressed an unqualified opinion, with an explanatory paragraph discussing the Company’s ability to continue as a going-concern in their report dated on November 9, 2011. The other auditors’ report has been furnished to us, and our opinion, insofar as it relates to amounts included for such prior period, is based solely on the report of such other auditors.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of UAN Power Corp. as of June 30, 2012, and the results of operations and cash flows for the year ended June 30, 2012 and for the period from May 8, 2009 (date of inception) to June 30, 2012 in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has incurred accumulated deficits of $476,715 as of June 30, 2012 that include losses of $252,390 for the year ended June 30, 2012. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans concerning this matter are also described in Note 3. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Yichien Yeh, CPA

Oakland Gardens, New York

October 11, 2012

 

F-1
 

 

SEALE AND BEERS, CPAs

PCAOB & CPAB REGISTERED AUDITORS

www.sealebeers.com

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders of

UAN Power fka Gulf Shores Investments, Inc.

(A Development Stage Company)

 

We have audited the accompanying balance sheets of UAN Power fka Gulf Shores Investments, Inc. (A Development Stage Company) as of June 30, 2011 and 2010, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years ended June 30, 2011 and 2010, and from inception on May 8, 2009 through June 30, 2011. UAN Power fka Gulf Shores Investments, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of UAN Power fka Gulf Shores Investments, Inc. (A Development Stage Company) as of June 30, 2011 and 2010, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years ended June 30, 2011 and 2010, and from inception on May 8, 2009 through June 30, 2011, in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has no revenues, has negative working capital at June 30, 2011, has incurred recurring losses and recurring negative cash flow from operating activities, and has an accumulated deficit which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

/s/ Seale and Beers, CPAs

 

Seale and Beers, CPAs

Las Vegas, Nevada

November 9, 2011

 

50 S. Jones Blvd. Suite 202 Las Vegas, NV 89107 Phone: (888)727-8251 Fax: (888)782-2351

 

F-2
 

 

UAN POWER CORP

fka Gulf Shores Investments, Inc.

(A Development Stage Company)

Balance Sheets

 

   June 30, 2012   June 30, 2011 
ASSETS          
Current Assets          
Cash  $87,614   $ 
Advanced prepayments   319,896     
Prepaid expenses   7,751     
Total Current Assets   415,260     
           
Fixed assets, net   57,890     
License rights, net   83,333     
Other assets   13,842    12,500 
TOTAL ASSETS  $570,324   $12,500 
           
           
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)          
Current Liabilities          
Accounts Payable and Accrued Expenses  $38,673   $8,443 
Amounts due to officers & shareholders   20,289    115,647 
Other current liabilities   1,431     
Total Current Liabilities   60,392    124,090 
           
Notes payable to shareholders   350,000     
           
Commitments & contingencies        
           
Stockholders' Equity (Deficit)          
Preferred stock, $0.00001 par value, 20,000,000 shares authorized, 0 shares issued and outstanding        
Common stock, $0.00001 par value, 250,000,000 shares authorized, 78,273,000 and 29,998,999 shares issued and outstanding at June 30, 2012 and June 30, 2011, respectively.   783    300 
Additional paid-in capital   610,906    112,435 
Accumulated other comprehensive income   24,958     
Deficit accumulated during the development stage   (476,715)   (224,325)
Total Stockholders' Equity (Deficit)   159,931    (111,590)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT  $570,324   $12,500 

 

The accompanying notes are an integral part of these financial statements

 

F-3
 

 

UAN POWER CORP

fka Gulf Shores Investments, Inc.

(A Development Stage Company)

Statements of Operations and Comprehensive Income (Loss)

 

   For the Year   For the Year   From Inception 
   Ended   Ended   May 8, 2009 to 
   June 30, 2012   June 30, 2011   June 30, 2012 
             
REVENUES  $175,474   $   $175,474 
                
COST OF SALES   33,836        33,836 
                
GROSS MARGIN   141,638        141,638 
                
OPERATING EXPENSES               
Consulting Fees - Related Party   41,500    17,000    101,400 
Professional Fees   139,635    92,254    279,139 
General and administrative expenses   211,765    16,160    236,686 
                
Total Operating Expenses   392,900    125,414    617,225 
                
INCOME (LOSS) FROM OPERATIONS   (251,262)   (125,414)   (475,587)
                
OTHER EXPENSES               
Interest Expense   (1,128)       (1,128)
                
Total other income   (1,128)       (1,128)
                
LOSS BEFORE INCOME TAXES   (252,390)   (125,414)   (476,715)
                
Income tax expense            
                
NET LOSS  $(252,390)  $(125,414)  $(476,715)
                
COMPREHENSIVE LOSS               
Net Loss  $(252,390)  $(125,414)  $(476,715)
Foreign currency translation   24,958         
Total comprehensive loss   (227,432)   (125,414)   (476,715)
                
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING   75,045,702    73,379,370      
                
BASIC INCOME (LOSS) PER COMMON SHARE  $(0.00)  $(0.00)     

 

The accompanying notes are an integral part of these financial statements

 

F-4
 

UAN POWER CORP

fka Gulf Shores Investments, Inc.

(A Development Stage Company)

Statements of Stockholders' Equity (Deficit)

From May 8, 2009 (Inception) to June 30, 2012

 

                   Deficit         
                   Accumulated   Accumulated     
           Stock   Additional   During   Other     
   Common Stock   Subscription   Paid-In   Development   Comprehensive     
   Shares   Amount   Receivable   Capital   Stage   Income (Loss)   Total 
                             
Balance, May 8, 2009 - Inception   -   $-   $-   $-   $-   $-   $- 
                                    
Issuance of common stock on May 8, 2009 for cash at $0.0000033 per share   60,000,000    600         (400)             200 
Stock Subscription Receivable             (200)                  (200)
Issuance of common stock on May 19, 2009 for cash at $0.00333 per share   12,000,000    120         39,880              40,000 
Net Loss for the period from inception to June 30, 2009                       (38,846)        (38,846)
Balance, June 30, 2009   72,000,000   $720   $(200)  $39,480   $(38,846)  $-   $1,154 
                                    
Issuance of common stock on July 1, 2009 in exchange for legal services at $0.00333 per share   75,000    1         249              250 
Issuance of common stock during September 2009 for cash at $0.00333 per share   198,000    2         658              660 
Collection of stock subscription receivable on September 23, 2009             200                   200 
Issuance of common stock on December 1, 2009 for cash at a price of $0.00333 per share   6,000,000    60         19,940              20,000 
Net Loss for the period from July 1, 2009  to June 30, 2010                       (60,065)        (60,065)
Balance, June 30, 2010   78,273,000   $783   $-   $60,327   $(98,911)  $-   $(37,801)
                                    
Loan forgiveness - Related Parties on March 31, 2011                  51,625              51,625 
Cancellation of Shares on May  23, 2011   (48,275,000)   (483)        483              - 
Net Loss for the period from July 1, 2010  to June 30, 2011                       (125,414)        (125,414)
Balance, June 30, 2011   29,998,000   $300   $-   $112,435   $(224,325)  $-   $(111,590)
                                    
Issuance of common stock on July 25, 2011, net of costs, for cash at a price of $.01 per share   48,275,000    483         465,023              465,506 
Loan forgiveness - Related Parties on March 31, 2011                  33,448              33,448 
Net Loss for the period from July 1, 2011 to June 30, 2012                       (252,390)        (252,390)
Foreign currency translation                            24,958    24,958 
Balance, June 30, 2012   78,273,000   $783   $-   $610,906   $(476,715)  $24,958   $159,931 

 

The accompanying notes are an integral part of these financial statements

 

F-5
 

 

UAN POWER CORP

fka Gulf Shores Investments, Inc.

(A Development Stage Company)

Statements of Cash Flows

 

   For the Year   For the Year   From Inception 
   Ended   Ended   May 8, 2009 to 
   June 30, 2012   June 30, 2011   June 30, 2012 
             
OPERATING ACTIVITIES               
Net loss  $(252,390)  $(125,414)  $(476,715)
Amortization expense   58,627        58,627 
Common stock issued for legal services           250 
Expenses paid by related party on the Company's behalf       19,125    19,125 
Adjustments to reconcile net loss to net cash used by operating activities:               
Prepaid expenses   (7,751)       (7,751)
Other assets   (1,342)   (12,500)   (13,842)
Accounts payable and accrued expenses   30,230    (23,307)   38,673 
Other current liabilities   1,431        1,431 
Net cash used in operating activities   (171,194)   (142,096)   (380,201)
                
INVESTING ACTIVITIES               
Fixed assets purchased   (99,850)       (99,850)
License Rights acquisition   (100,000)       (100,000)
Advanced prepayments   (319,896)       (319,896)
Net cash used in investing activities   (519,746)       (519,746)
                
FINANCING ACTIVITIES               
Proceeds from notes payable - related parties   350,000    26,000    383,500 
Payments on notes payable - related parties       (1,000)   (1,000)
Net proceeds from common stock issuance   465,506        526,366 
Advance from shareholders   33,448    115,647    149,095 
Repayment to shareholders   (95,358)       (95,358)
Net cash provided by financing activities   753,596    140,647    962,603 
                
EFFECT OF EXCHANGE RATE ON CASH   24,959        24,959 
                
NET INCREASE (DECREASE) IN CASH   87,614    (1,449)   87,614 
                
CASH AT BEGINNING OF PERIOD       1,449     
                
CASH AT END OF PERIOD  $87,614   $   $87,614 
                
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION               
                
NON-CASH ACTIVITIES:               
Related party debt forgiveness  $33,448   $51,625   $85,073 
Common Stock Issued for Services  $   $   $250 
Legal fees paid by shareholder  $   $75,000   $75,000 

 

The accompanying notes are an integral part of these financial statements

 

F-6
 

UAN POWER CORP.

fka Gulf Shores Investments, Inc.

(A Development Stage Company)

Notes to Condensed Financial Statements

 

NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS

 

Nature of Business

 

The financial statements presented are those of UAN Power Corp. (fka Gulf Shores Investments, Inc. - the “Company”). The Company is incorporated under the laws of the State of Delaware. On November 14, 2011, the Company changed both the original state of incorporation from the State of Nevada to the State of Delaware and the name of the Company from Gulf Shores Investments, Inc. to UAN Power Corp. The Company has commenced revenue-generating operations in the quarter ended December 31, 2011 (see Note 7), and, in accordance with ASC Topic 915, is considered a development stage company. The Company is intended to serve as a vehicle to effect a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business (a “Target Business”). All activity from inception (May 8, 2009) through the Company’s initial public offering on July 14, 2010 was related to the Company’s formation and capital raising activities. Activities since the Company’s initial public offering related to the identification and investigation of a Target Businesses. The Company’s plan is to identify a quality investment opportunity in an operating business, which can benefit from the reverse merger transaction to become a publicly traded company and to subsequently utilize the public equity markets to finance its growth strategy.

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The Company has prepared the accompanying financial statements in conformity with accounting principles generally accepted in the United States of America.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of 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.

 

Reclassification

 

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported net income or losses.

 

Cash and Cash Equivalents

 

Cash and cash equivalents are all highly liquid instruments purchased with a maturity of three months or less to the extent the funds are not being held for investment purposes.

 

Revenue Recognition

 

The Company is a development stage company as such has realized no product and or directly related expenses. The Company entered into an initial agency agreement for the distribution of products resulting from the technology licensing agreement outlined in Note 8. The agreement requires the payment to the Company service fees of no less than $20,000 monthly for a twelve month period starting October 2011. These revenues are being recognized as received.

 

Fixed Assets

 

Leasehold improvements are recorded at cost and are amortized over the length of the lease for a two-year period starting August 2011.

 

F-7
 

License Rights

 

License rights are recorded at cost and amortized over the shorter of the estimated useful life or the expected useful life of the license rights for a five-year period starting September 2011.

 

Advertising Costs

 

The Company’s policy regarding advertising is to expense advertising when incurred. The Company has not incurred any advertising expense for the years ended June 30, 2012 and 2011, respectively.

 

Income Taxes

 

The Company provides for income taxes under ASC 740, “Accounting for Income Taxes.” ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse.

 

Impairment of Long-Lived Assets

 

The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.

 

Stock-based compensation

 

The Company records stock-based compensation in accordance with ASC 718 (formerly SFAS No. 123R, “Share Based Payments”), using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.

 

Fair Value of Financial Instruments

 

The standard for “Disclosures about Fair Value of Financial Instruments,” defines financial instruments and requires fair value disclosures of those financial instruments. The Company adopts the standard “Fair Value Measurements,” which defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosures requirements for fair value measures. Current assets and current liabilities qualified as financial instruments and management believes their carrying amounts are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and if applicable, their current interest rate is equivalent to interest rates currently available. The three levels are defined as follows:

 

  · Level 1 ─ inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
     
  · Level 2 ─ inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.
     
  · Level 3 ─ inputs to the valuation methodology are unobservable and significant to the fair value.

 

As of the balance sheet date, the estimated fair values of the financial instruments were not materially different from their carrying values as presented due to the short maturities of these instruments and that the interest rates on the borrowings approximate those that would have been available for loans of similar remaining maturity and risk profile at respective period-ends. Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates the hierarchy disclosures each quarter.

 

F-8
 

Segment Reporting and Geographic Information

 

The Company reports all operations under one business segment. 100% of the Company’s revenues for the years ended June 30, 2012 were generated through the technology licensing agreement described in Note 10.

 

Segment Reporting and Geographic Information as of and for the years ended June 30, 2012 and 2011 as follows:

 

   United States   Taiwan 
Revenues  $59,946   $115,528 
Expenses   (264,601)   (163,263)
Net Income/(Loss)  $(204,655)  $(47,735)
           
Assets  $578,995   $60,606 
Liablities   396,286    109,608 
Net Assets  $182,709   $(49,003)

 

Foreign Currency Translation

 

The functional currency of the Company’s operations in Taiwan is the New Taiwan Dollar (“TWD”) 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 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 June 30, 2012, the cumulative translation adjustment was $24,958. For the years ended June 30, 2012 and 2011, other comprehensive loss was $24,958 and $0, respectively.

 

The exchange rates used to translate amounts in TWD into U.S. dollars for the purposes of preparing the combined financial statements were as follows: As of June 30, 2012, the Company used the period-end rates of exchange for assets and liabilities of $1.00 US to TWD 29.91. For the years ended June 30, 2012, the Company used the period’s average rate of exchange to convert revenues, costs, and expenses of $1.00 US to TWD 29.68. The Company used historical rates for equity.

 

Comprehensive Income

 

The Company adopted FASB Accounting Standards Codification 220, “Comprehensive Income,” which establishes standards for reporting and presentation of comprehensive income (loss) and its components in a full set of general-purpose financial statements. The Company has chosen to report comprehensive income (loss) in the statements of income and comprehensive income. Comprehensive income (loss) is comprised of net income and all changes to stockholders’ equity except those due to investments by owners and distributions to owners.

 

Basic (Loss) per Common Share

 

Basic (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of June 30, 2012 and 2011, respectively; however, if present, a separate computation of diluted loss per share would not have been presented, as these common stock equivalents would have been anti-dilutive due to the Company’s net loss.

 

   For the Years Ended 
   June 30,
2012
   June 30,
2011
 
         
Net (Loss)  $(252,390)  $(125,414)
Weighted Average Shares   75,045,702    73,379,370 
Net (Loss) Per Share  $(0.00)  $(0.00)

 

F-9
 

 Recently Issued Accounting Pronouncements

 

In June 2011, the Financial Accounting Standards Board (“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 did not have a material impact on the Company’s consolidated results of operations or financial condition.

 

In December 2011, the FASB released Accounting Standards Update No. 2011-12 (“ASU 2011-12”), Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. ASU 2011-12 defers only those changes in ASU 2011-05 that relate to the presentation of reclassification adjustments out of accumulated other comprehensive income. The provisions of ASU 2011-12 became effective in fiscal years beginning after December 15, 2011. The adoption of ASU 2011-12 did not materially impact the Company’s financial statements.

 

The Company believes that there were no other accounting standards recently issued that had or are expected to have a material impact on our financial position or results of operations.

 

NOTE 3 - GOING CONCERN

 

These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. During the year ended June 30, 2012, the Company incurred a net loss of $252,390, and had an accumulated deficit of $476,715 from inception on May 8, 2009 through June 30, 2012. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company’s future business. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

NOTE 4 – ADVANCED PREPAYMENT

 

On May 16, 2012, the Company entered into a Joint Venture Agreement with Mr. Yuan-Hao Chang (Shareholder of the Company). The Company has made an advanced prepayment of approximately $320,000 as capital to establish the entities of the Joint Venture. (Refer to Note 10 for additional information)

 

NOTE 5 - STOCKHOLDERS’ EQUITY

 

The stockholders’ equity section of the Company’s balance sheet contains the following classes of capital stock as of June 30, 2012:

 

Preferred stock, $0.00001 par value, 20,000,000 shares authorized 0 shares issued and outstanding.

 

Common Stock, $0.00001 par value, 250,000,000 shares authorized 78,273,000 shares issued and outstanding.

 

On May 23, 2011, a majority of the shareholders of the Company entered into a stock purchase agreement that resulted in a change in control of the Company and the appointment of a new Board of Directors.

 

F-10
 

On May 23, 2011, the Company entered into a Return to Treasury Agreement with a shareholder, pursuant to which 48,275,000 shares of the Common Stock beneficially owned by the shareholder immediately after the stock purchase described in the preceding paragraph were retired for $1.

 

On July 25, 2011 the Company completed a privately placed equity financing, in which 48,275,000 shares of common stock were issued for a purchase price of $.01 per share. The total proceeds of the offering were $465,506 net, of $17,244 costs of issuance.

 

NOTE 6 – FIXED ASSETS

 

The balances of fixed assets are as follows:

 

   June 30,
2012
   June 30,
2011
 
Leasehold improvements  $99,850   $ 
Less: Accumulated amortization and depreciation   (41,960)    
Fixed assets, net  $57,890   $ 

 

The depreciation and amortization expense for the years ended June 30, 2012 and 2011 were $41,960 and $0, respectively.

 

NOTE 7 – INTANGIBLE ASSETS

 

The balances of intangible assets are as follows:

 

   June 30,
2012
   June 30,
2011
 
License rights  $100,000   $ 
Less: Accumulated amortization   (16,667)    
License rights, net  $83,333   $ 

 

The amortization expense for the years ended June 30, 2012 and 2011 were $16,667 and $0, respectively.

 

NOTE 8 - RELATED PARTY TRANSACTIONS

 

On March 31, 2011, the founders and shareholders of the Company forgave certain indebtedness owed to them, resulting in an increase to the Company’s paid in capital of $51,625.

 

On June 30, 2012, the founders and shareholders of the Company forgave certain indebtedness owed to them which was advanced to commence the Taiwan operations, resulting in an increase to the Company’s paid in capital of $33,448.

 

As of June 30, 2012, Parashar Patel, the Company’s Chief Executive Officer, had an outstanding receivable of $289 from the Company which was advanced to the Company to pay administrative and operating expenses. Mr. Patel provides various consulting and professional services to the Company for which he is compensated. For the years ended June 30, 2012 and 2011, consultant and professional fees paid to Mr. Patel was $41,500 and $0, respectively.

 

As of June 30, 2012, Yuan-Hao (Michael) Chang (Shareholder of the Company) has an outstanding receivable of $20,000 from the Company which was advanced to the Company to pay administrative and operating expenses.

 

Parashar Patel (Chief Executive Officer of the Company) provided various consulting and professional services to the Company for which they are compensated. For the years ended June 30, 2012 and 2011, consultant and professional fees paid to related parties were $41,500 and $0, respectively.

 

NOTE 9 – NOTES PAYABLE – RELATED PARTIES

 

On May 31, 2012, the Company entered into Promissory Note agreements to borrow $350,000 from Wan-Fang Liu, Wen-Cheng Huang, and Tsu-Yung Hsu (Shareholders and/or Directors of the Company) for operational and possible investment opportunities. The maturity of the Notes is May 31, 2017 and bear interest at 4% per annum.

 

F-11
 

Interest expenses incurred on the Notes for the years ended June 30, 2012 was $1,667. Interest payable on the Notes at June 30, 2012 was $1,667.

 

NOTE 10 – COMMITMENTS & CONTINGENCIES

 

License Rights

 

In August 2011, the Company entered into a Technology Licensing & Transfer Agreement to obtain the rights to develop, manufacture, market, sell and import products which incorporate or rely upon certain “Triops” technologies and processes in Taiwan, The People’s Republic of China, the United States, Japan and Korea. The agreement required the payment of a $100,000 licensing fee with the agreement.

 

Office Space Lease

 

In August 2011, the Company entered into a two-year operating lease for a facility in Taiwan to meet its needs under the Technology Licensing Agreement. Rent expense for the years ended June 30, 2012 was $54,222.

 

Future lease commitments are as follows:

 

Year Ending   Amounts
6/30/2013     60,181
6/30/2014     10,030
    $             70,211

 

Joint Venture Agreement

 

On May 16, 2012, the Company entered into a Joint Venture Agreement with Mr. Yuan-Hao Chang (Shareholder of the Company) to develop, own, and operate an agricultural business in China, PRC. The Company will exploit Mr. Chang’s unique experience, skills, knowledge, and techniques in organic fertilizer and farming to plant and grow various fruits in China, and to harvest and sell the produced crops and goods for profits.

 

Pursuant to the agreement, the Company will own 66% and shall contribute $462,000 as initial capital before October 31, 2012. As of June 30, 2012, the Company has contributed approximately $320,000. The establishment of the Joint Venture business is contingent upon approval of the Joint Venture’s Capital Contribution Verification Report, Business License and Permits from the State Administration of Industry and Commerce (SAIC) of China.

 

NOTE 11 – INCOME TAXES

 

At June 30, 2012, the Company has cumulative federal net operating loss carry forwards of approximately $437,253 available to offset future taxable income. These net operating losses are not likely to be fully realized, and consequently a full valuation allowance has been established relating to such deferred tax assets. This cumulative tax loss expires as early as June 30, 2029.

 

Reconciliation of statutory rates to effective tax rates as follows:

 

   For the Years Ended 
   June 30,
2012
   June 30,
2011
 
U.S statutory tax rate   39%    39% 
TW foreign tax rate   17%    17% 
Valuation allowance   -56%    -56% 
Effective tax rate   0%    0% 

 

F-12
 

 

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 Power Corp.
     
Dated: November 12, 2012   By: /s/ Parashar Patel
      Parashar Patel
      President & Chief Executive Officer

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Dated: November 12, 2012   /s/ Parashar Patel
    Parashar Patel
    President, Chief Executive Officer and Director
    (Principal Executive Officer)
     
     
Dated: November 12, 2012   /s/ Chung-Hua Yang
    Chung-Hua Yang
    Chief Financial Officer
    (Principal Accounting and Principal
    Financial Officer)
     
     
Dated: November 12, 2012   /s/ Wan-Fang Liu
    Wan-Fang Liu
    Director
     
     
Dated: November 12, 2012   /s/ Tzu-Yung Hsu
    Tzu-Yung Hsu
    Director
     
     
Dated: November 12, 2012   /s/ Wen-Cheng Huang
    Wen-Cheng Huang
    Director
     
     
Dated: November 12, 2012   /s/ Chih-Hung Cheng
    Chih-Hung Cheng
    Director
     
     
Dated: November 12, 2012   /s/ Chih-Wei Chuang
    Chih-Wei Chuang
    Director