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EX-32.1 - UAN CULTURAL & CREATIVE CO., LTD.ex32-2.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

(Mark One)

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2013
TRANSITION REPORT UNDER 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 its charter)

 

Delaware   20-3303304
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)

 

102 North Avenue, Mt. Clemens, Michigan   48043
(Address of principal executive offices)   (Zip Code)
Registrant's telephone number, including area code:   (586) 530-5605

 

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class   Name of Each Exchange On Which Registered
None   N/A

 

Securities registered pursuant to Section 12(g) of the Act:

Common Shares Series A Units Class W Warrants Class Z Warrants
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 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 last 90 days. 
  Yes   No 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (§229.405 of this chapter) 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 (§229.405 of this chapter)  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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   Accelerated filer  
Non-accelerated filer 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 
             

The aggregate market value of Common Stock held by non-affiliates of the Registrant on June 30, 2013 was $51,918,778 based on a $1.00 average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.
53,668,778 common shares as of April 11, 2014.  

 

 

DOCUMENTS INCORPORATED BY REFERENCE

 

None.

 

 
 

UAN CULTURAL & CREATIVE CO., LTD.

ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

Item 1. Business 4
Item 1A. Risk Factors 7
Item 1B. Unresolved Staff Comments 12
Item 2. Properties 12
Item 3. Legal Proceedings 13
Item 4. Mine Safety Disclosures 13
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 13
Item 6. Selected Financial Data 14
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 14
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 22
Item 8. Financial Statements and Supplementary Data 22
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 37
Item 9A. Controls and Procedures 37
Item 9B. Other Information 38
Item 10. Directors, Executive Officers and Corporate Governance 38
Item 11. Executive Compensation 43
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 45
Item 13. Certain Relationships and Related Transactions, and Director Independence 46
Item 14. Principal Accounting Fees and Services 47
Item 15. Exhibits, Financial Statement Schedules 48

 

 
 

 

PART I

Item 1.     Business

FORWARD-LOOKING STATEMENTS

This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this annual report, unless otherwise specified, all dollar amounts are expressed in United States Dollars and all references to “common shares” refer to the common shares in our capital stock.

On December 1, 2012, our company ceased its Taiwan’s business operations. The consolidated financial statements have been recast to present the Taiwan’s business operations as discontinued operations as described in “Note 5 - Discontinued Operations” of our financial statements. Unless noted otherwise, discussion in the notes to consolidated financial statements and elsewhere in this report pertain to continuing operations.

As used in this quarterly report and unless otherwise indicated, the terms "we", "us" and "our" mean UAN Cultural & Creative Co., Ltd., and our wholly owned subsidiary, UAN Cultural and Creative Company Limited, a Hong Kong corporation, unless otherwise indicated.

General Overview

We were incorporated on August 10, 2005 under the laws of the State of Delaware 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. Our principal executive offices are located at 102 North Ave, Mt. Clemens, Michigan 48043. Our telephone number is (586) 430-5605.

We completed an initial public offering on March 15, 2006 based on that business plan. Stockholder funds raised in the offering were segregated in a trust account and we were obligated to return the segregated funds to the investors in the event that we did not complete a business combination 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 the initial public offering. Since we were not able to consummate our business plan and no business combination was completed within the required time period, we liquidated the segregated funds held in the trust account, returned the funds to the investors in the offering, redeemed the Class B common stock the investors acquired in the offering and reconstituted our company as an ongoing business corporation. As a result of the foregoing, we became a public shell company.

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The securities issued in our initial public offering 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 initial public offering 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. The Class W and Class Z warrants have expired.

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% of our common stock which was issued and outstanding on that date, by eight persons and the simultaneous reconstitution of our board of directors. Our new board of directors created a new business plan and initiated a business involving the sale and appraisal of authentic and high quality works of art, primarily paintings, initially in Taiwan.

In July 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, our former president and the chairman of our board of directors, owns approximately 42.1% of our common stock. These loans were evidenced by demand promissory notes bearing interest at the rate of 8% per annum, compounded daily. The $300,000 loan from David Chen-Te Yen was repaid in December 2010; accrued interest of $8,482 remains unpaid at September 30, 2013. The $200,000 loan from Yuan-Hao Chang was repaid on November 1, 2011. The related accrued interest of $27,317 was repaid in March 2012. In August 2010, we changed our name to UAN Cultural & Creative Co., Ltd. and effected a 1 new for 10 old reverse stock split of our common stock. We commenced operations in August 2011.

In October and November 2010, we completed an “offshore” private placement of 50,000,000 shares of common stock at a price of $0.02 per share, which generated gross proceeds of $1,000,000. We used the funds from these loans and from our private placement to initiate and further our art business plan

On February 14, 2012, our company established UAN Cultural and Creative Company Limited (“UAN Hong Kong”) in Hong Kong to take advantage of tax benefits.

On August 9, 2012, our company and UAN Hong Kong established UAN Yeh Cultural and Creative Company Limited Taiwan Branch in Taiwan.

As at August 12, 2012, UAN Hong Kong became wholly owned subsidiary of our company with 10,000 capital shares authorized at HKD1.00 par value and 10,000 shares issued and outstanding.

Concurrently, with our acquisition of UAN Hong Kong, the operations of our old Taiwan Branch were discontinued and subsequently transferred to UAN Yeh.

On December 1, 2012, our board of directors decided to abandon our art gallery business in Taiwan as it was not able to generate sufficient revenue or financing interest to merit continuation. Consequently, we discontinued the operations of our subsidiary, UAN Yeh and we became a development stage company to serve as a vehicle to effect a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business.

Also effective November 18, 2012, our company decreased the number of directors on our board of directors to three.

Our board of directors now consists of Wan-Fang Liu, Parashar Patel and Chih-Hung Cheng.

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Our Current Business

As at December 1, 2012 and the date of this report, we are a shell company as that term is defined in Rule 12b-2 of the Exchange act. Our management is presently engaged in the search and evaluation of available opportunities to preserve our business as a going concern and to create shareholder value by effecting a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business.

Our company is currently considered to be a “blank check” company. The Securities and Exchange Commission (“SEC”) defines those companies as any (i) “development stage company that has no specific business plan or purpose or has indicated that its business is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person; and (ii) is issuing a ‘penny stock’,” within the meaning of Rule 3a51-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Because of the nature of blank check companies, the SEC does not allow them to use some of the exemptions from the registration requirements when selling their securities. In addition, a blank check company registering for a securities offering may be subject to additional requirements for the protection of investors, including depositing most of the raised funds in an escrow account until an acquisition is agreed to and requiring shareholder approval of any identified acquisition.

Under Rule 12b-2 under the Exchange Act, our company also qualifies as a “shell company,” because it has no or nominal assets (other than cash) and no or nominal operations. Many states have enacted statutes, rules and regulations limiting the sale of securities of “blank check” companies in their respective jurisdictions.

Management does not intend to undertake any efforts to cause a market to develop in our equity or debt securities until we have successfully concluded a business combination. Our company intends to comply with the periodic reporting requirements of the Exchange Act for so long as it is subject to those requirements.

Intellectual Property

We do not have any trademarks, patents or other intellectual property.

Employees

We currently have no employees. Our officers and directors provide their services as consultants on an as needed basis. We expect to use consultants, attorneys and accountants as necessary, and do not anticipate a need to engage any full-time or part-time employees.

REPORTS TO SECURITY HOLDERS

We are required to file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission and our filings are available to the public over the internet at the Securities and Exchange Commission’s website at http://www.sec.gov. The public may read and copy any materials filed by us with the Securities and Exchange Commission at the Securities and Exchange Commission’s Public Reference Room at 100 F Street N.E. Washington D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-732-0330. The SEC also maintains an Internet site that contains reports, proxy and formation statements, and other information regarding issuers that file electronically with the SEC, at http://www.sec.gov.

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Item 1A.      Risk Factors 

An investment in our company involves a high degree of risk. Prospective investors should carefully consider the risks described below before making a decision to buy our common stock. If any of the following risks actually occurs, we may not be able to continue as a going concern. In that case, stockholders would likely lose their entire investment. Readers should also refer to the other information in or incorporated into this report, including our financial statements and the related notes. Except for historical information, the information in this report contains “forward-looking” statements about our existing and future business and performance. Our actual operating results and financial performance may prove to be very different from what we have predicted as of the date of this report. The risks described below address some of the factors that may affect our future operating results and financial performance.

Risks Related to Our Financial Condition

Depending in part on the revenue we realize from operations, we may need additional infusions of capital, which may result in dilution to our stockholders’ ownership and voting rights in our company.

We hope to fund any future operations and to grow our business with the income we generate from operations. However, based upon our current cash reserves, operations and forecasted operations, we believe that we may need outside funding to provide the working capital necessary to expand our business. Our need for additional capital to finance our business strategy, operations, and growth will arise should, among other things, revenue or expense estimates prove to be incorrect. This would likely occur if we incur operating losses in the future or our operating income remains at low levels. If this were to occur and we fail to arrange for sufficient capital in the future, we will not be able to expand operations until we can obtain adequate financing. Moreover, operating losses incurred in the future may jeopardize our ability to continue as a going concern. We cannot predict the amount of additional financing that may be required. We may not be able to obtain additional financing in sufficient amounts or on acceptable terms when needed, which will adversely affect our prospects. Debt financing must be repaid regardless of whether or not we generate profits or sufficient cash flow from our business activities to satisfy the obligations. Equity financing will result in dilution to existing stockholders and may involve securities that have rights, preferences, or privileges that are senior to our common stock.

Because we are small and have limited working capital, we must limit our operations and efficiently execute our business plan. A company in our industry with limited operations has a smaller opportunity to be successful then a company with greater resources.

Because we are small and have limited working capital, we must limit our operations and carefully execute our business plan. Because we will have to limit our operations based on available working capital, we may not generate sufficient sales to make a profit.

There is doubt about our ability to continue as a going concern due to recurring losses from operations, accumulated deficit and insufficient cash resources to meet our business objectives, all of which means that we may not be able to continue operations.

Our independent auditors have added an explanatory paragraph to their audit opinion issued in connection with the consolidated financial statements for the years ended December 31, 2013 and 2012, respectively, with respect to their doubt about our ability to continue as a going concern. As discussed in Note 4 to our consolidated financial statements for the year ended December 31, 2013, we have incurred accumulated operating losses of $3,258,597 that include a net loss of $176,040 for the year ended December 31, 2013. Our company is actively pursuing additional funding and a potential merger or acquisition candidate and strategic partners, which would enhance owners’ investment. There can be no assurance we will be successful in its effort to secure additional equity financing. Our ability to continue as a going concern is contingent upon its ability to secure financing and attain profitable operations.

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Risks Related to Our Business

In order to generate revenue, we are dependent on our ability to find a project within our new focus area, the resource sector, and at some point develop this project to the point of production and sales.

Based upon current plans, we expect operating losses in future periods. If we do not generate enough future revenues to cover our expenses before the business has become profitable, we would have to suspend or cease operations and you could lose your investment.

We have a limited operating history and have discontinued our business operations as at December 1, 2012. Our company has incurred losses since inception, and we expect those losses to continue in the future. As a result, we may have to suspend or cease operations.

We were organized in August 2005 and, as at December 31, 2013, we discontinued our business operations and incurred losses of $3,258,597. Our activities now consist of attempting to identify and consummate a business combination, acquisition, or similar transaction to sustain our business as a going concern and create shareholder value, however, there is no guarantee that we will be successful in this regard and no basis upon which to evaluate our prospects of success. What’s more, we will incur additional losses prior to entering into any future transaction and expect that our shareholders will suffer dilution as a result of any transaction. Furthermore, there can be no assurance that any future transaction or operations will be implemented successfully or that we will ever have revenues or profits. If we are unable to achieve revenues or to sustain our operations, we will be unable to continue as a going concern and our stockholders will likely lose their entire investments. In evaluating our business prospects, these factors should be considered.

We are a "shell" company and our shares are subject to restrictions on resale.

As we currently have nominal operations and our assets consist of cash, and/or cash equivalents, we will be deemed a "shell company" as defined in Rule 12b-2 of the Securities Exchange Act of 1934. Accordingly, until we are no longer a "shell company," we will file a Form 10 level disclosure, and continue to be a reporting company pursuant to the Securities Exchange Act of 1934, as amended, and for twelve months, shareholders holding restricted, non-registered shares will not be able to use the exemptions provided under Rule 144 for the resale of their shares of common stock. Preclusion from any prospective investor using the exemptions provided by Rule 144 may be more difficult for us to sell equity securities or equity-related securities in the future to investors that require a shorter period before liquidity or may require us to expend limited funds to register their shares for resale in a future prospectus.

Our directors and officers will have substantial influence over our operations and control substantially all business matters.

Our officers and our directors are responsible for conducting our day-to-day operations. Most of them acquired stock in the change of control transactions and our private placement in 2010. Many of them lack experience managing public companies. We will not benefit from the multiple judgments that a greater number of directors or officers may provide, and we rely completely upon the judgment of our officers and directors in making business decisions.

Our success is dependent upon the continued services of management and two consultants. We currently do not have key man insurance on any key personnel.

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Our success is dependent on the continued efforts of Parashar Patel, our chief executive officer and the services rendered by our consultant, Yuan-Hao Chang. The loss of any of these individuals would have a material adverse effect on our operations. We anticipate that we will need to hire additional skilled personnel in all areas of our future business in order to grow. There can be no assurance that we will be able to retain our existing personnel or attract additional qualified employees in the future, the failure of which would have a material adverse effect on our business, financial condition and results of operations. We do not currently maintain “key man” life insurance on the life of any of our employees. To the extent that the services of key personnel become unavailable, we will be required to retain other qualified persons. There can be no assurance that we will be able to employ qualified persons upon acceptable terms.

Our management has limited experience in managing a public company. Our inability to continue to operate as a public company could cause out stockholders to lose their entire investment in us.

Our management has limited experience in managing a public company. We have limited experience in complying with the various rules and regulations which are required of a public company, including the reporting requirements of the applicable securities laws. As a result, we may have difficulty complying with applicable securities laws, even if our operations are successful. We plan to comply with all of the various rules and regulations applicable to public companies. However, if we fail to do so, our stockholders could lose their entire investment in us.

Our officers, directors and consultants will also allocate their time to other businesses, and such other affairs could limit their attention to our activities.

Our officers, directors and consultants are not required to commit their full time to our affairs, which may result in conflicts of interest in allocating their time between our future operations and other businesses. All of our executive officers, directors and consultants are engaged in several other business endeavors and are not obligated to contribute any specific number of hours to our affairs. If these other business affairs require them to devote substantial amounts of time to such affairs, it could limit their ability to devote time to our affairs and hinder their ability to help us consummate our business plan.

Our officers, directors and consultants may be and in the future may become affiliated with entities engaged in business activities similar to those which are or are intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

Our officers, directors and consultants may be and in the future may become affiliated with entities, engaged in business activities similar to those conducted and intended to be conducted by us. Additionally, our officers, directors and consultants may become aware of business opportunities which may be appropriate for presentation to us as well as to the other entities with which they have fiduciary or other obligations or other compelling interests. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

The rights of our stockholders may be limited as two of three directors and officers reside outside the United States.

Although we are incorporated in Delaware, two of three of our directors and officers reside outside the United States (in Taiwan) and a substantial portion of the assets of those persons are located outside of the United States. Therefore, it may be difficult or impossible for stockholders to bring an action against us or against these individuals in the United States in the event that stockholders believe that their rights have been infringed under applicable securities laws or otherwise. Even if stockholders are successful in bringing an action, the laws of Taiwan may render them unable to enforce a United States judgment against the assets of our directors and officers. In addition, a U.S. or foreign plaintiff may lack standing or otherwise be unable to bring a lawsuit in a Taiwanese court, including a case which is predicated upon U.S. securities laws.

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For judgments obtained in courts outside of Taiwan to be recognized and enforceable in Taiwan without review of the merits, the Taiwan court in which the enforcement is sought must be satisfied that: the foreign court rendering such judgment has jurisdiction over the subject matter in accordance with the Taiwan law; the judgment and the court procedure resulting in the judgment are not contrary to the public order or good morals of Taiwan; the judgment is a final judgment for which the period for appeal has expired or from which no appeal can be taken; if the judgment was rendered by default by the foreign court, the defendant was duly served in the jurisdiction of such court within a reasonable period of time in accordance with the laws and regulations of such jurisdiction, or process was served on the defendant with the Taiwan judicial assistance; and the judgments of Taiwan courts are recognized and enforceable in the foreign court rendering the judgment on a reciprocal basis.

Risks of the issuance of preferred stock and of the anti-takeover effects of certain special charter and by-law provisions

Our board of directors has the authority to issue up to 5,000 shares of preferred stock, $.0001 par value, and to fix the terms thereof, without any further vote or action by our stockholders, including voting rights, dividend rights, terms of redemption, conversion rights and liquidation preferences of such shares. Preferred stock could be issued that would have rights with respect to voting, dividends and liquidation that would be adverse to those of the common stock. The board of directors could approve the issuance of preferred stock to discourage attempts by others to obtain control of our company by merger, tender offer, proxy contest or otherwise by making such attempts more costly to achieve. There are no agreements or understandings for the issuance of preferred stock and the board of directors has no present intention to issue any preferred stock.

In addition, our Certificate of Incorporation provides for a classified board of directors. This could inhibit a change of control of our company because it will take at least two annual meetings to change control of the board of directors by stockholder vote.

Failure to comply with the United States Foreign Corrupt Practices Act could adversely impact our competitive position and subject us to penalties and other adverse consequences.

We are subject to the United States Foreign Corrupt Practices Act, which generally prohibits United States companies from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. Foreign companies, including some that may compete with us, are not subject to these prohibitions. Corruption, extortion, bribery, pay-offs, theft and other fraudulent practices occur from time-to-time in mainland China and other jurisdictions. We can make no assurance, however, that our employees or other agents will not engage in such conduct for which we might be held responsible. If our employees or other agents are found to have engaged in such practices, we could suffer severe penalties and other consequences that may have a material adverse effect on our business, financial condition and results of operations.

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Risks Related to the Market for our Stock

The market price of our common stock can become volatile, leading to the possibility of its value being depressed at a time when you may want to sell your holdings.

The market price of our common stock can become volatile. Numerous factors, many of which are beyond our control, may cause the market price of our common stock to fluctuate significantly. These factors include: our earnings releases, actual or anticipated changes in our earnings, fluctuations in our operating results or our failure to meet the expectations of financial market analysts and investors; changes in financial estimates by us or by any securities analysts who might cover our stock; speculation about our business in the press or the investment community; significant developments relating to our relationships with our customers or suppliers; stock market price and volume fluctuations of other publicly traded companies and, in particular, those that are in our industry; customer demand for our products; investor perceptions of our industry in general and our Company in particular; the operating and stock performance of comparable companies; general economic conditions and trends; announcements by us or our competitors of new products, significant acquisitions, strategic partnerships or divestitures; changes in accounting standards, policies, guidance, interpretation or principles; loss of external funding sources; sales of our common stock, including sales by our directors, officers or significant stockholders; and additions or departures of key personnel. Securities class action litigation is often instituted against companies following periods of volatility in their stock price. Should this type of litigation be instituted against us, it could result in substantial costs to us and divert our management’s attention and resources.

Moreover, securities markets may from time to time experience significant price and volume fluctuations for reasons unrelated to the operating performance of particular companies. These market fluctuations may adversely affect the price of our common stock and other interests in our company at a time when you want to sell your interest in us. We do not intend to pay dividends on shares of our common stock for the foreseeable future.

We have never declared or paid any cash dividends on shares of our common stock.

We intend to retain any future earnings to fund the future operation and expansion of our business and, therefore, we do not anticipate paying cash dividends on shares of our common stock in the foreseeable future.

We may be subject to penny stock regulations and restrictions and you may have difficulty selling shares of our common stock.

The SEC has adopted regulations which generally define so-called “penny stocks” to be an equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. If our common stock becomes a “penny stock,” we may become subject to Rule 15g-9 under the Exchange Act, or the Penny Stock Rule. This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers and “accredited investors” (generally, individuals with a net worth in excess of $1,000,000 or annual incomes exceeding $200,000, or $300,000 together with their spouses). For transactions covered by the Penny Stock Rule, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to sell our securities and may affect the ability of purchasers to sell any of our securities in the secondary market.

For any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in a penny stock, of a disclosure schedule prepared by the SEC relating to the penny stock market. Disclosure is also required to be made about sales commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.

There can be no assurance that our common stock will qualify for exemption from the Penny Stock Rule. In any event, even if our common stock were exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock, if the SEC finds that such a restriction would be in the public interest.

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We are not likely to pay cash dividends in the foreseeable future.

We intend to retain any future earnings for use in the operation and expansion of our business. We do not expect to pay any cash dividends in the foreseeable future but will review this policy as circumstances dictate. Should we decide in the future to do so, as a holding company, our ability to pay dividends and meet other obligations depends upon the receipt of dividends or other payments from our operating subsidiaries. In addition, our operating subsidiaries, from time to time, may be subject to restrictions on their ability to make distributions to us, including restrictions on the conversion of local currency into U.S. dollars or other hard currency and other regulatory restrictions.

Our common stock is illiquid and may be subject to price volatility unrelated to our operations or lack of operations.

If a market for our common stock does develop, its market price could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of other companies in the same industry, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting us or our competitors. In addition, the stock market itself is subject to extreme price and volume fluctuations. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock.

A large number of shares may be eligible for future sale and may depress our stock price.

We may be required, under terms of future financing arrangements, to offer a large number of common shares to the public, or to register for sale by future private investors a large number of shares sold in private sales to them.

Sales of substantial amounts of common stock, or a perception that such sales could occur, and the existence of options or warrants to purchase shares of common stock at prices that may be below the then-current market price of our common stock, could adversely affect the market price of our common stock and could impair our ability to raise capital through the sale of our equity securities, either of which would decrease the value of any earlier investment in our common stock.

Item 1B.      Unresolved Staff Comments

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 2.      Properties

Our business office is located at 102 North Avenue, Mt. Clemens, Michigan 48043. We pay a month to month lease payment for our office space of $200 a month. We do not anticipate that we will require any additional premises in the foreseeable future. Our telephone number is (586) 530-5605.

Item 3.      Legal Proceedings

In November 2012, our company’s prior president, chairman and director was subject to a lawsuit for marketing methods used in sales of artwork in Taiwan. In accordance with Taiwan’s Law, our company’s bank accounts in Taiwan are frozen during the litigation period. As of December 31, 2013, restricted cash for this litigation is $491.

Other than set out above, we know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.

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Item 4.      Mine Safety Disclosures

Not applicable.

PART II

Item 5.      Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock is not traded on any exchange. Our common stock is quoted on the OTC Bulletin Board under the trading symbol “UCCC”. Trading in stocks quoted on the OTC Bulletin Board is often thin and is characterized by wide fluctuations in trading prices due to many factors that may have little to do with a company's operations, lack of operations or business prospects. We cannot assure you that there will be a market for our common stock in the future.

OTC Bulletin Board securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange. The following quotations, obtained from Stockwatch, reflect the high and low bids for our common shares based on inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

The quarterly highs and lows are not provided with respect to Class B Common Stock because trading of the Class B Common Stock was halted on February 1, 2008 or for our Class A Units, Class B Units, Class Z Warrants and Class W Warrants, each of which trade infrequently and sporadically on the OTC Bulletin Board.

OTC Bulletin Board(1)
Quarter Ended High Low
December 31, 2013 $1.00 $1.00
September 30, 2013 $1.00 $0.50
June 30, 2013 $1.01 $1.00
March 30, 2013 $1.01 $1.01
December 31, 2012 $2.90 $1.00
September 30, 2012 $2.90 $2.90
June 30, 2012 $2.90 $1.50
March 30, 2012 $2.90 $2.80
December 31, 2011 $2.90 $2.90
(1)Over-the-counter market quotations reflect inter-dealer prices without retail mark-up, mark-down or commission, and may not represent actual transactions.

Our common shares are issued in registered form. American Stock Transfer & Trust Company, 6201 15th Avenue, Brooklyn, NY 11219, Telephone: (718) 921-8200; Facsimile: (718) 236-2641, is the registrar and transfer agent for our common shares.

Holders

As of April 11, 2014, there were 10 holders of record of our common stock. As of such date, 53,668,778 shares of our common stock were issued and outstanding .

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Dividend Policy

To date, we have not paid dividends on shares of our common stock and we do not expect to declare or pay dividends on shares of our common stock in the foreseeable future. The payment of any dividends will depend upon our future earnings, if any, our financial condition, and other factors deemed relevant by our board of directors.

Securities Authorized For Issuance Under Equity Compensation Plans

Our company does not have any equity compensation plans or any individual compensation arrangements with respect to its common stock or preferred stock. The issuance of any of our common or preferred stock is within the discretion of our board of directors, which has the power to issue any or all of our authorized but unissued shares without stockholder approval.

Recent Sales of Unregistered Securities

We did not sell any equity securities which were not registered under the Securities Act during the year ended December 31, 2013 and 2012.

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

We did not purchase any of our shares of common stock or other securities during our fourth quarter of our fiscal year ended December 31, 2013.

Item 6.     Selected Financial Data

As a smaller reporting company, we are not required to provide the information required by the item.

Item 7.     Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this annual report. The discussions of results, causes and trends should not be construed to imply any conclusion that these results or trends will necessarily continue into the future.

Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

We will require additional funds to fund our budgeted expenses over the next 12 months. These funds may be raised through, equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares.

We anticipate that our expenses over the next 12 months will be approximately $200,000as described in the table below. These estimates may change significantly depending on the nature of our business activities and our ability to raise capital from our shareholders or other sources.

Description   Estimated
Expenses
($)
 
Legal and accounting fees   $ 100,000  
Product acquisition, testing and servicing costs     Nil  
Marketing and advertising     Nil  
Investor relations and capital raising     Nil  
Management and operating costs     Nil  
Salaries and consulting fees     55,000  
General and administrative expenses     45,000  
Total   $ 200,000  

 

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Our general and administrative expenses for the year will consist primarily of transfer agent fees, bank and interest charges and general office expenses. The professional fees are related to our regulatory filings throughout the year and include legal, accounting and auditing fees.

Based on our planned expenditures, we will require approximately $200,000to proceed with our business plan over, the next 12 months. As of December 31, 2013, we had $4,117 cash on hand. If we secure less than the full amount of financing that we require, we will not be able to carry out our complete business plan and we will be forced to proceed with a scaled back business plan based on our available financial resources.

We intend to raise the balance of our cash requirements for the next 12 months from private placements, shareholder loans or possibly a registered public offering (either self-underwritten or through a broker-dealer). If we are unsuccessful in raising enough money through such efforts, we may review other financing possibilities such as bank loans. At this time we do not have a commitment from any broker-dealer to provide us with financing. There is no assurance that any financing will be available to us or if available, on terms that will be acceptable to us.

Even though we plan to raise capital through equity or debt financing, we believe that the latter may not be a viable alternative for funding our future operations as we do not have sufficient tangible assets to secure any such financing. We anticipate that any additional funding will be in the form of equity financing from the sale of our common stock. However, we do not have any financing arranged and we cannot provide any assurance that we will be able to raise sufficient funds from the sale of our common stock to finance our future operations. In the absence of such financing, we may be forced to abandon our business plan.

Results of Operations for the Years ended December 31, 2013 and December 31, 2012

Our net loss for the year ended December 31, 2013, for the year ended December 31, 2012 are summarized as follows:

    Year ended
December 31,
2013
    Year ended
December 31,
2012
 
Revenue $ Nil   $ Nil  
Cost of Sales $ Nil   $ Nil  
Gross Profit $ Nil   $ Nil  
             
Selling, general and administrative expenses $ 176,062   $ 219,754  
Other (income) expenses $ (22 ) $ 7,162  
Provision for income taxes $ Nil   $ Nil  
Loss (income) from discontinued operations $ Nil   $ 781,111  
Net income (loss) $ (176,040 ) $ (1,008,027 )

Revenues

We have had no revenue for the years ended December 31, 2013 and 2012.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the years ended December 31, 2013 and 2012 were $176,062 and $219,754, respectively, a decrease of $43,692 or approximately 19.88%. Our operating expenses for the year ended December 31, 2013 consisted of rent in the amount of $2,600, professional fees in the amount of $70,347, consulting expenses in the amount of $61,500, and other general and administration expenses of $41,615, compared to professional fees in the amount of $112,090, consulting expenses in the amount of $59,219, and other general and administration expenses of $48,445 for the year ended December 31, 2012.

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Other Income (Expenses)

Other income for the year ended December 31, 2013 amounted to $22, as compared to other expenses of $7,162 for the year ended December 31, 2012. These expenses consist of interest on related party loans.

Provision for Income Tax

Income tax provision for the year ended December 31, 2013 was $Nil, compared to $Nil for the year ended December 31, 2012.

Net Income (Loss)

We had a net loss from operations of $176,040 for the year ended December, 31, 2013, compared to a net loss of $226,916 incurred in the year ended December 31, 2012. Our decrease in net loss in 2013 is attributable to effective management's strategy to cut unnecessary spending. Our net loss in 2013 included operating expenses relating to the operation of our business of $176,062 and interest income of $22.

Liquidity and Capital Resources

Working Capital

    At
December 31,
2013
    At
December  31,
2012
 
Current assets $ 6,381   $ 25,922  
Current liabilities   233,528     76,935  
Working capital (deficit) $ (227,147 ) $ (51,013 )

As of December 31, 2013, our total assets were $26,270, total liabilities were $233,528, and shareholders’ deficit was $207,258, compared to $46,482, $76,935 and $30,453, respectively, as of December 31, 2012. Current assets at December 31, 2013 were $6,381, including cash and cash equivalents of $4,117, compared to current assets of $25,922, including cash and cash equivalents of $15,131 and amounts due from an officer and shareholder of $8,451, respectively, at December 31, 2012. Included in total assets as of December 31, 2013 are other assets from discontinued operations of $19,889, compared to $20,560 as of December 31, 2012.

As of December 31, 2013, total liabilities were $233,528, consisting of accounts payable of $27,274 and accrued expenses of $40,732, and amounts due to officer and shareholder of $165,522. As of December 31, 2012, total liabilities were $76,935, consisting of accounts payable of $31,103, accrued expenses of $45,832.

The increase in amounts due to officers and shareholders for the twelve months ending December 31, 2013 compared to December 31, 2012 resulted primarily from advances from officers and shareholders to support the operation expenses of our company.

Cash and cash equivalents as of December 31, 2013 decreased by $11,014 as compared to December 31, 2012.

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Cash Flows

    Year Ended  
    December 31,     December 31,  
    2013     2012  
Net cash provided by (used in) operating activities $ (184,969 ) $ (226,039 )
Net cash provided by (used in) investing activities   Nil   $ (24,972 )
Net cash provided by (used in) financing activities   173,973   $ (108,442 )
Effect of exchange rate on cash   3     10,331  
Net increase (decrease) in cash and cash equivalents $ (10,993 ) $ (349,176 )

The net cash used in operating activities in the year ending December 31, 2013 was $184,969 compared to net cash used in operating activities of $226,039 in the year ended December 31, 2012. This decrease in cash used was due primarily to reduction in costs of operation which effectively lowered our use of cash.

Net cash used in investing activities in the year ended December 31, 2013 was $Nil, compared to $24,972 used in investing activities in the year ended December 31, 2012. The net decrease in cash from investing activities in 2013 resulted primarily from discontinued operations for the year ended December 31, 2012.

Net cash provided by financing activities in the year ended December 31, 2013 was $173,973, compared to $108,442 used in financing activities in the year ended December 31, 2012. The increase in cash provided by financing activities in 2013 resulted primarily from advances by officers and shareholder as working capital to support the operations of our company.

In July 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, our former president and the chairman of our board of directors, owns approximately 42.1% of our common stock. These loans were evidenced by demand promissory notes bearing interest at the rate of 8% per annum, compounded daily. The $300,000 loan from David Chen-Te Yen was repaid in December 2010; accrued interest of $8,482 remains unpaid at December 31, 2013. The $200,000 loan from Yuan-Hao Chang was repaid on November 1, 2011. The related accrued interest of $27,317 was repaid in March 2012. In October and November 2010 we completed an “offshore” private placement of 50,000,000 shares of our common stock at a price of $0.02 per share, which generated gross proceeds of approximately $1,000,000. 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.

At December 31, 2013, our company had an outstanding payable of $10,119 to Yuan-Hao Chang (shareholder and consultant to our company) which our company has advanced to Mr. Chang for expenses to be incurred on behalf of our company.

Mr. Chang also provides various consulting and professional services to our company for which he is compensated. Consulting and professional expenses for Mr. Chang were $31,000 and $0 for years ended December 31, 2013 and 2012, respectively. At December 31, 2013, the outstanding consulting fee payable to Mr. Chang was $28,000.

At December 31, 2013, our company has an outstanding payable of $2,924 to Parashar Patel (shareholder and chief executive officer, secretary and a director of our company) for expenses paid on behalf of our company by Mr. Patel as well as for certain unpaid consulting expenses compensation.

At December 31, 2013, our company has an outstanding payable of $9,978 to Chung-Hua Yang (former chief financial officer of our company) which Mr. Yang has advanced to our company as working capital.

At December 31, 2013, our company has an outstanding payable of $114,500 to Chih-Hung Cheng (a director and chairman of our company) which Mr. Cheng has advanced to our company as working capital.

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At December 31, 2013, our company, through our discontinued Taiwan branch and subsidiary, has an outstanding receivable of $19,398 from UAN Power Corp, an affiliated company which the shareholders and the directors of our company have certain ownership.

The above related parties’ amounts are due upon demand and non-interest bearing.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations is based upon the accompanying consolidated financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America and are expressed in United States Dollars. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.

Basis of Presentation

Our company has prepared the accompanying consolidated financial statements in conformity with accounting principles generally accepted in the United States of America. All significant intercompany accounts and transactions between our company and its subsidiaries have been eliminated in consolidation.

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 losses.

Discontinued Operations

On December 1, 2012, our company ceased its Taiwan’s business operations. The Consolidated Financial Statements have been recast to present the Taiwan’s business operation as discontinued operations as described in “Note 5 - Discontinued Operations.” Unless noted otherwise, discussion in the Notes to Consolidated Financial Statements pertain to continuing operations.

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.

Cash and Cash Equivalents

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

Concentration of Credit Risk

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

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Comprehensive Income

Our company adopted Financial Accounting Standards Board (“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. Our 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.

Earnings (Loss) Per Share

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 and Class B common stock outstanding prior to its redemption. 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. The average market price of the common shares is below the exercise price of the outstanding warrants therefore not included in the calculation for dilutive share.

The computation of basic and diluted earnings (loss) per share for the years ended December 31, 2013 and 2012 is as follows:

    For the Years Ended  
    December 31,
2013
    December 31,
2012
 
             
Numerator:                
Net Income/(Loss) from continuing operation   $ (176,040)     $ (226,916 )
Net income/(loss) from discontinued operation   $ Nil     $ (781,111 )
Denominator                
Weighted average common shares outstanding – basic     53,672,708       53,672,708  
Dilution associated with W and Z warrants     Nil       Nil  
Weighted average common share outstanding – diluted     53,672,708       53,672,708  
Basic earnings (loss) per share                
Continuing operations   $ (0.003)     $ (0.004 )
Discontinuing operations   $ Nil     $ (0.015 )
Diluted earnings (loss) per share                
Continuing operations   $ (0.003)     $ (0.004 )
Discontinuing operations   $ Nil     $ (0.015 )

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 820-10, “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.

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Revenues

Our company is a development stage company as such has realized any revenues or directly related expenses.

Advertising Costs

Advertising costs are expensed as incurred and included in selling, general and administrative expenses. Our company has not incurred any advertising expense for the years ended December 31, 2013 and 2012, respectively.

Foreign Currency Translations

The functional currency of UAN CCC is U.S. Dollar (“USD”).

The functional currency of UAN CCC HK is Hong Kong Dollar (“HKD”).

The functional currency of UAN CCC’s branch in Taiwan (discontinued operations) and UAN Yeh CCC (discontinued operations) is New Taiwan Dollar (“TWD”).

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 consolidated financial statements of our 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 December 31, 2013, the cumulative translation adjustments of $2,162, were classified as items of accumulated other comprehensive loss in the stockholders’ equity section of the balance sheet. For the years ended December 31, 2013 and 2012, other comprehensive income (loss) was ($765) and ($10,331) respectively.

The exchange rates used to translate TWD amounts into USD at (1USD=TWD) as follows:

    Balance Sheet
Rate
  Average
Rate
 
December 31, 2012     29.02     29.58  
December 31, 2013     30.00     29.70  

The exchange rates used to translate HKD amounts into USD at (1USD=HKD) as follows:

    Balance Sheet
Rate
  Average
Rate
 
December 31, 2013     7.75     7.76  
December 31, 2012     7.75     7.76  

Income Taxes

Our company accounts for income taxes following the liability method pursuant to FASB ASC 740 “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. Our company records a valuation allowance to offset deferred tax assets if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rate is recognized in income in the period that includes the enactment date.

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Our company accounts for uncertainty in income taxes in accordance with FASB ASC 740-10 “Income Taxes-Overall”. Our company has elected to classify interest and penalties related to an uncertain position, if and when required, as part of interest expenses and other expenses, respectively, in the consolidated statements of income and comprehensive income.

Recent Accounting Pronouncements

In July 2013, the FASB issued ASU 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.” This standard requires that an unrecognized tax benefits, or a portion of an unrecognized tax benefit be presented on a reduction to a deferred tax asset for an NOL carryforward, a similar tax loss, or a tax credit carryforward with certain exceptions to this rule. If certain exception conditions exists, an entity should present an unrecognized tax benefit in the financial statements as a liability and should not net the unrecognized tax benefit with a deferred tax asset. This standard is effective for fiscal years and interim periods within those years beginning after December 15, 2013. The Company do not expect the adoption of the new provisions to have a material impact on our financial condition or results of operations.

 

In March 2013, the FASB issued ASU No. 2013-05, Foreign Currency Matters. This standard provides additional guidance with respect to the reclassification into income of the cumulative translation adjustment (CTA) recorded in accumulated other comprehensive income associated with a foreign entity of a parent company. The ASU differentiates between transactions occurring within a foreign entity and transactions/events affecting an investment in a foreign entity. For transactions within a foreign entity, the full CTA associated with the foreign entity would be reclassified into income only when the sale of a subsidiary or group of net assets within the foreign entity represents the substantially complete liquidation of that foreign entity. For transactions/events affecting an investment in a foreign entity (for example, control or ownership of shares in a foreign entity), the full CTA associated with the foreign entity would be reclassified into income only if the parent no longer has a controlling interest in that foreign entity as a result of the transaction/event. In addition, acquisitions of a foreign entity completed in stages will trigger release of the CTA associated with an equity method investment in that entity at the point a controlling interest in the foreign entity is obtained. This ASU is effective prospectively beginning January 1, 2014, with early adoption permitted. This ASU would impact the Company’s consolidated results of operations and financial condition only in the instance of an event/transaction as described above.

In February 2013, the FASB issued ASU No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income. Under this standard, an entity is required to provide information about the amounts reclassified out of accumulated other comprehensive income (“AOCI”) by component. In addition, an entity is required to present, either on the face of the financial statements or in the notes, significant amounts reclassified out of AOCI by the respective line items of net income, but only if the amount reclassified is required to be reclassified in its entirety in the same reporting period. For amounts that are not required to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional details about those amounts. ASU 2013-02 does not change the current requirements for reporting net income or other comprehensive income in the financial statements. For the Company, this ASU is effective beginning January 1, 2013, and interim periods within those annual periods. The adoption of this standard is not expected to have an impact on the Company’s financial results or disclosures

Our 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.

Off-Balance Sheet Arrangements

We have no significant 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 are material to stockholders.

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Contractual Obligations

As a smaller reporting company, we are not required to provide the information required by the item.

Item 7A.      Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, we are not required to provide the information required by the item.

Item 8.      Financial Statements and Supplementary Data

Our audited annual consolidated financial statements for the year ended December 31, 2013 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles

22
 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and

Stockholders of UAN Cultural & Creative, Co., Ltd.

(A development stage company)

 

We have audited the accompanying consolidated balance sheets of UAN Cultural & Creative Co., Ltd. as of December 31, 2013 and 2012 and the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2013, and for the period from December 1, 2012 (date of inception) to December 31, 2013. 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 audits.

 

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 consolidated 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of UAN Cultural & Creative Co., Ltd. as of December 31, 2013 and 2012, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2013, and for the period from December 1, 2012 (date of inception) to December 31, 2013 in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 4 to consolidated financial statements, the Company has incurred accumulated deficit of $3,258,597 as of December 31, 2013 that include a net loss of $176,040 for the year ended December 31, 2013. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans concerning these matters are also described in Note 4. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

 

Yichien Yeh, CPA

Oakland Gardens, New York

April 10, 2014

 

 

23
 

(A Development Stage Company)

Consolidated Balance Sheets

 

 

   December 31,
2013
   December 31,
2012
 
         
         
ASSETS          
Current Assets:          
Cash and cash equivalents  $4,117   $15,131 
Due from officer & shareholder (Note 9)       8,451 
Current assets from discontinued operations (Note 5)   2,264    2,340 
Total current assets   6,381    25,922 
           
Other assets from discontinued operations (Note 5)   19,889    20,560 
Total assets  $26,270   $46,482 
           
LIABILITIES AND STOCKHOLDERS' DEFICIT          
Current Liabilities:          
Accounts payable  $27,274   $31,103 
Accrued expenses   40,732    45,832 
Due to officer & shareholder (Note 9)   165,522     
Current liabilities from discontinued operations (Note 5)        
Total current liabilities   233,528    76,935 
           
Other liabilities from discontinued operations (Note 5)        
Total liabilities   233,528    76,935 
           
Commitments & Contingencies (Note 7)        
           
Stockholders' Deficit (Notes 2 and 8):          
Preferred stock, $.0001 par value, 5,000 shares authorized, 0 shares issued        
Common stock, $.0001 par value, 100,000,000 shares authorized, 53,672,708 shares  issued and  outstanding on December 31, 2013 and December 31, 2012.   5,367    5,367 
Common stock, Class B, $.0001 par value,12,000,000 shares authorized, 0 shares issued and outstanding        
Additional paid-in-capital   3,048,134    3,048,134 
Accumulated deficit   (2,977,102)   (2,977,102)
Accumulated deficit under development stage   (281,495)   (105,455)
Accumulated other comprehensive loss   (2,162)   (1,397)
Total stockholders' deficit   (207,258)   (30,453)
Total liabilities and stockholders' deficit  $26,270   $46,482 

 

See accompanying notes to financial statements.

 

 

24
 

UAN Cultural & Creative Co., Ltd. and Subsidiaries

(A Development Stage Company)

Consolidated Statements of Operations and Comprehensive Income (Loss)

 

           From Inception 
   For the Year Ended   December 1, 2012 to 
   December 31,
2013
   December 31,
2012
   December 31,
2013
 
             
Revenue  $   $   $ 
                
Cost of Sales            
                
Gross Profit (Loss)            
                
Operating expenses:               
Selling, general & administrative expenses   176,062    219,754    237,557 
Total operating expenses   176,062    219,754    237,557 
                
Loss from operations   (176,062)   (219,754)   (237,557)
                
Other income/(expenses)               
Interest income/(expense), net   22    (7,162)   22 
Total other income (expenses)   22    (7,162)   22 
                
Loss before provision for income taxes   (176,040)   (226,916)   (237,535)
                
Provision for income taxes (Note 6)            
                
Loss from continuing operations   (176,040)   (226,916)   (237,535)
                
Loss from discontinued operations, net of tax       (781,111)   (43,960)
                
Net Loss  $(176,040)  $(1,008,027)  $(281,495)
                
Weighted average number of common shares outstanding, basic   53,672,708    53,672,708      
Net Loss per share, basic               
Continuing operations  $(0.003)  $(0.004)     
Discontinued operations  $   $(0.015)     
                
Weighted average number of common shares outstanding, diluted   53,672,708    53,672,708      
Net Loss per share, diluted               
Continuing operations  $(0.003)  $(0.004)     
Discontinued operations  $   $(0.015)     
                
Comprehensive Loss               
Net loss  $(176,040)  $(1,008,027)     
Foreign currency translation gain (loss)   (765)   10,331      
Comprehensive loss  $(176,805)  $(997,696)     

 

See accompanying notes to financial statements.

 

25
 

UAN Cultural & Creative Co., Ltd. and Subsidiaries

(A Development Stage Company)

Consolidated Statements of Stockholders Equity (Deficit)

 

                    Accumulated  Accumulated    
                    deficit  Other    
        Common Stock,  Additional     Accumulated  under  Comprehensive    
        Class B  Paid-In  Treasury  Earnings  development  Income    
  Shares  Amount  Shares  Amount  Capital  Stock  (deficit)  stage  (Loss)  Total 
Balance, December 31, 2010  53,672,708  $5,367     $  $3,078,134  $(30,000) $(2,244,587) $  $  $808,914 
                                         
Retirement of treasury stock                 $(30,000) $30,000                
Net income for the period                          170,057           170,057 
Foreign currency translation loss                                  (11,728)  (11,728)
                                         
Balance, December 31, 2011  53,672,708  $5,367     $  $3,048,134  $  $(2,074,530) $  $(11,728) $967,243 
                                         
Net loss for the period                         $(902,572) $(105,455)      (1,008,027)
Foreign currency translation loss                                 $10,331   10,331 
                                         
Balance, December 31, 2012  53,672,708  $5,367     $  $3,048,134  $  $(2,977,102) $(105,455) $(1,397) $(30,453)
                                         
Net loss for the period                             (176,040)      (176,040)
Foreign currency translation loss                                  (765)  (765)
                                         
Balance, December 31, 2013  53,672,708  $5,367     $  $3,048,134  $  $(2,977,102) $(281,495) $(2,162) $(207,258)

 

See accompanying notes to financial statements.

 

26
 

UAN Cultural & Creative Co., Ltd. and Subsidiaries

(A Development Stage Company)

Consolidated Statement of Cash Flows

 

           From Inception 
   For the Year Ended   December 1, 2012 to 
   December 31,
2013
   December 31,
2012
   December 31,
2013
 
             
Cash Flows from Operating Activities               
Net loss  $(176,040)  $(1,008,027)  $(281,495)
Less: Loss from discontinued operations       (781,111)   (43,960)
Loss from continuing operations   (176,040)   (226,916)   (237,535)
Adjustments to reconcile net loss to net cash used in operating activities:               
Non-cash items:               
Increase in other current assets           5,802 
Increase (Decrease) in accounts payable & accrued expenses   (8,929)   (68,273)   14,816 
Net cash used in operating activities of continuing operations   (184,969)   (295,189)   (216,917)
Net cash provided by operating activities of discontinued operations       69,096    46,939 
Net cash used in operating activities   (184,969)   (226,093)   (169,978)
                
Cash Flows from Investing Activities               
Net cash used in investing activities of discontinued operations       (24,972)   (20,052)
Net cash used in investing activities       (24,972)   (20,052)
                
Cash Flows from Financing Activities               
(Repayment)/Proceeds of advances from shareholders & officers   173,973    (75,698)   174,482 
Net cash provided by (used in) financing activities of continuing operations   173,973    (75,698)   174,482 
Net cash used in financing activities of discontinued operations       (32,744)   (7,224)
Net cash provided by (used in) financing activities   173,973    (108,442)   167,258 
                
Effect of exchange rate change on cash   3    10,331    318 
                
Net decrease in cash and cash equivalents   (10,993)   (349,176)   (22,454)
                
Cash and cash equivalents               
Beginning of period   15,131    364,328    26,592 
End of period   4,138    15,152    4,138 
Less: cash and cash equivalents of discontinued operations at end of year   21    21    21 
Cash and cash equivalents of continuing operations at end of year  $4,117   $15,131   $4,117 
                
Supplemental disclosure of cash flow information:               
Interest paid  $   $27,317   $ 
Income taxes paid  $   $   $ 

 

See accompanying notes to financial statements.

 

27
 

UAN CULTURAL & CREATIVE CO., LTD. AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1—ORGANIZATION AND BUSINESS OPERATIONS

 

UAN Cultural & Creative Co., Ltd. (formerly named Good Harbor Partners Acquisition Corp.) (“UAN CCC”) 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. The registration statement for UAN CCC’s initial public offering (the “Offering”) was declared effective on March 8, 2006. The net proceeds of the offering were segregated in a trust account and the Company was obligated to return the segregated funds to the investors in the event it did not complete a business combination within 18 months (24 months, under certain circumstances). On November 15, 2007, UAN CCC announced the termination of its previously announced letters of intent for business combinations in the security industry. Because UAN CCC had not completed any business combination within the required time period, UAN CCC liquidated the segregated funds held in the trust account, returned the funds to the investors, redeemed the Class B Common Stock the investors acquired in the Offering and reconstituted UAN CCC as an ongoing business corporation. As a result of the foregoing, the Company became a public shell company.

 

On June 30, 2010, a change of control of UAN CCC occurred when eight purchasers acquired an aggregate of approximately 95.6% of the outstanding voting Common Stock of UAN CCC. In connection with these transactions, UAN CCC’s Board of Directors was reconstituted, and UAN CCC initiated a new business plan involving the sale and appraisal of authentic and high quality works of art, primarily paintings, initially in Taiwan.

 

On February 14, 2012, UAN CCC through its director, established UAN Cultural and Creative Company Limited (“UAN HK”) in Hong Kong to take advantage of tax benefits.

 

On August 9, 2012, UAN CCC though its director and UAN HK, established UAN Yeh Cultural and Creative Company Limited Taiwan Branch (“UAN Yeh”) in Taiwan.

 

As at August 12, 2012, UAN HK became wholly owned subsidiary of UAN CCC with 10,000 capital shares authorized at HKD1.00 par value and 10,000 shares issued and outstanding.

 

The operation of the Old Taiwan Branch was ceased and subsequently transferred to UAN Yeh.

 

On December 1, 2012, the board has decided to abandon the art gallery business in Taiwan as it was not able to generate sufficient revenue or financing interest to continue the business. Consequently, UAN CCC became a development stage company to serve as a vehicle to effect a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business.

 

UAN CCC and its subsidiaries – UAN HK shall be collectively referred throughout as the “Company”.

 

To summarize the paragraphs above, the organization and ownership structure of the Company is currently as follows:

 

 

28
 

NOTE 2—OFFERING

 

In the Offering, effective March 8, 2006, the Company sold to the public an aggregate of 57,500 Series A Units and 529,000 Series B Units at a price of $85 and $101 per unit, 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 expired on March 7, 2013 and 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 $0.50 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 2,500 additional Series A Units and/or 23,000 additional Series B Units. The UPO expired on March 7, 2011.

 

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 one-for-ten 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.

 

 

NOTE 3—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

BASIS OF PRESENTATION

 

The Company has prepared the accompanying consolidated financial statements in conformity with accounting principles generally accepted in the United States of America. All significant intercompany accounts and transactions between the Company and its subsidiaries have been eliminated in consolidation.

 

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 losses.

 

DISCONTINUED OPERATIONS

 

On December 1, 2012, the Company ceased its Taiwan’s business operations. The Consolidated Financial Statements have been recast to present the Taiwan’s business operation as discontinued operations as described in “Note 5 - Discontinued Operations.” Unless noted otherwise, discussion in the Notes to Consolidated Financial Statements pertain to continuing operations.

 

29
 

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.

 

CASH AND CASH EQUIVALENTS

 

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

 

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.

 

COMPREHENSIVE INCOME

 

The Company adopted Financial Accounting Standards Board (“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.

 

EARNINGS (LOSS) PER SHARE

 

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 and Class B common stock outstanding prior to its redemption. 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. The average market price of the common shares is below the exercise price of the outstanding warrants therefore not included in the calculation for dilutive share.

 

The computation of basic and diluted earnings (loss) per share for the three and nine months ended December 31, 2013 and 2012 as follows:

 

   For the Year Ended 
   December 31,
2013
   December 31,
2012
 
         
Numerator:          
Net Income/(Loss) from continuing operation  $(176,040)  $(226,916)
Net income/(loss) from discontinued operation  $   $(781,111)
Denominator          
Weighted average common shares outstanding – basic   53,672,708    53,672,708 
Dilution associated with W and Z warrants        
Weighted average common share outstanding – diluted   53,672,708    53,672,708 
Basic earnings (loss) per share          
Continuing operations  $(0.003)  $(0.004)
Discontinuing operations  $   $(0.015)
Diluted earnings (loss) per share          
Continuing operations  $(0.003)  $(0.004)
Discontinuing operations  $   $(0.015)

 

30
 

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 820-10, “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.

 

REVENUES

 

The Company is a development stage company as such has not realized any revenues or directly related expenses.

 

ADVERTISING COSTS

 

Advertising costs are expensed as incurred and included in selling, general and administrative expenses. The Company has not incurred any advertising expense for the years ended 2013 and 2012, respectively.

 

FOREIGN CURRENCY TRANSLATIONS

 

The functional currency of UAN CCC is U.S. Dollar (“USD”).

The functional currency of UAN CCC HK is Hong Kong Dollar (“HKD”).

The functional currency of UAN CCC’s branch in Taiwan (discontinued operations) and UAN Yeh CCC (discontinued operations) is New Taiwan Dollar (“TWD”).

 

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 consolidated 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 December 31, 2013, the cumulative translation adjustments of $(2,162), were classified as items of accumulated other comprehensive loss in the stockholders’ equity section of the balance sheet. Other comprehensive income (loss) was $(765) and $10,331 the years ended December 31, 2013 and 2012, respectively.

 

31
 

The exchange rates used to translate TWD amounts into USD at (1USD=TWD) as follows:

 

    Balance Sheet
Rate
  Average
Rate
December 31, 2013   30.00   29.70
December 31, 2012   29.02   29.58

 

The exchange rates used to translate HKD amounts into USD at (1USD=HKD) as follows:

 

    Balance Sheet
Rate
  Average
Rate
December 31, 2013   7.75   7.76
December 31, 2012   7.75   7.76

 

INCOME TAXES

 

The Company accounts for income taxes following the liability method pursuant to FASB ASC 740 “Income Taxes”.  Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized.  The effect on deferred taxes of a change in tax rate is recognized in income in the period that includes the enactment date.

 

The Company accounts for uncertainty in income taxes in accordance with FASB ASC 740-10 “Income Taxes-Overall”. The Company has elected to classify interest and penalties related to an uncertain position, if and when required, as part of interest expenses and other expenses, respectively, in the consolidated statements of income and comprehensive income.

 

NEW ACCOUNTING PRONOUNCEMENTS

 

In July 2013, the FASB issued ASU 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.” This standard requires that an unrecognized tax benefits, or a portion of an unrecognized tax benefit be presented on a reduction to a deferred tax asset for an NOL carryforward, a similar tax loss, or a tax credit carryforward with certain exceptions to this rule. If certain exception conditions exists, an entity should present an unrecognized tax benefit in the financial statements as a liability and should not net the unrecognized tax benefit with a deferred tax asset. This standard is effective for fiscal years and interim periods within those years beginning after December 15, 2013. The Company do not expect the adoption of the new provisions to have a material impact on our financial condition or results of operations.

 

In March 2013, the FASB issued ASU No. 2013-05, Foreign Currency Matters. This standard provides additional guidance with respect to the reclassification into income of the cumulative translation adjustment (CTA) recorded in accumulated other comprehensive income associated with a foreign entity of a parent company. The ASU differentiates between transactions occurring within a foreign entity and transactions/events affecting an investment in a foreign entity. For transactions within a foreign entity, the full CTA associated with the foreign entity would be reclassified into income only when the sale of a subsidiary or group of net assets within the foreign entity represents the substantially complete liquidation of that foreign entity. For transactions/events affecting an investment in a foreign entity (for example, control or ownership of shares in a foreign entity), the full CTA associated with the foreign entity would be reclassified into income only if the parent no longer has a controlling interest in that foreign entity as a result of the transaction/event. In addition, acquisitions of a foreign entity completed in stages will trigger release of the CTA associated with an equity method investment in that entity at the point a controlling interest in the foreign entity is obtained. This ASU is effective prospectively beginning January 1, 2014, with early adoption permitted. This ASU would impact the Company’s consolidated results of operations and financial condition only in the instance of an event/transaction as described above.

 

32
 

 

In February 2013, the FASB issued ASU No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income. Under this standard, an entity is required to provide information about the amounts reclassified out of accumulated other comprehensive income (“AOCI”) by component. In addition, an entity is required to present, either on the face of the financial statements or in the notes, significant amounts reclassified out of AOCI by the respective line items of net income, but only if the amount reclassified is required to be reclassified in its entirety in the same reporting period. For amounts that are not required to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional details about those amounts. ASU 2013-02 does not change the current requirements for reporting net income or other comprehensive income in the financial statements. For the Company, this ASU is effective beginning January 1, 2013, and interim periods within those annual periods. The adoption of this standard is not expected to have an impact on the Company’s financial results or disclosures.

 

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 4 — GOING CONCERN

 

As of December 31, 2013, the Company had incurred accumulated losses of $3,258,597 that include a net loss of $176,040 for the year ended December 31, 2013, respectively. The Company is actively pursuing additional funding and a potential merger or acquisition candidate and strategic partners, which would enhance owners’ investment. There can be no assurance the Company will be successful in its effort to secure additional equity financing. The Company’s ability to continue as a going concern is contingent upon its ability to secure financing and attain profitable operations.

 

NOTE 5 — DISCONTINUED OPERATIONS

 

On December 1, 2012, the Company ceased its art gallery business in Taiwan as it was not able to generate sufficient revenue or financing interest to continue the business. In accordance with the applicable accounting guidance for the ceased operations, the results of the Taiwan Business are presented as discontinued operations and, as such, have been excluded from both continuing operations and segment results for all periods presented.

 

The Company recognized $0 loss on the disposition of discontinued operations.

 

Summarized financial information for discontinued operations is as follow:

 

   For the Year Ended 
   December 31,
2013
   December 31,
2012
 
Discontinued Operations          
Revenues, net  $   $767,952 
           
Loss from operations of discontinued components  $   $(769,740)
Benefit (provision) for income taxes         
Loss from operations of discontinued components, net of tax  $   $(769,740)
           
Disposal          
Loss on disposal in discontinued components  $   $(11,371)
Benefit (provision) for income taxes        
Loss on disposal in discontinued components, net of tax  $   $(11,371)
           
Loss from discontinued operations, net of tax  $   $(781,111)

 

33
 

 

   December 31,
2013
   December 31,
2012
 
Assets          
Cash and equivalents  $21   $21 
Accounts receivables, net        
Inventories        
Other current assets   2,243    2,319 
Restricted cash   491    508 
Fixed assets, net        
Due from affiliated companies   19,398    20,052 
Other assets        
Total assets of discontinued operations  $22,153   $22,900 
           
Liabilities          
Accounts payables and accrued expenses  $   $ 
Notes payable        
Advances from related parties        
Other current liabilities        
Long term notes payable        
Total liabilities of discontinued operations  $   $ 

 

NOTE 6 — INCOME TAXES

 

UAN CCC was established under the laws of the State of Delaware and is subject to U.S. federal income tax and Delaware state income tax.

 

The Company has not made a provision for U.S. income taxes on undistributed earnings of oversea subsidiaries (UAN CCC HK) with which the Company intends to continue to reinvest. It is not practicable to estimate the amount of additional tax that might be payable on the foreign earnings if they were remitted as dividends, or lent to the Company, or if the Company should sell its stock in these subsidiaries.

 

UAN CCC HK was established in Hong Kong and is subject to Hong Kong tax laws. However, there is no Hong Kong based income; therefore, there is no income tax impact from Hong Kong.

 

UAN CCC has cumulative net operating tax loss carryover (the “NOL”) of approximately $3.3 million at December 31, 2013, 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 will expires in 20 years.

 

UAN CCC has foreign tax credit carryover of approximately (the “FTC”) $37,000 at December 31, 2013. The final portion of the FTC will expire in 10 years.

 

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 approximately $3.2 million and FTC in the amount of $37,000 has been reduced by a related allowance of equal amount at December 31, 2013.

 

34
 

Income/(Loss) before Income Taxes  from continuing operations for the years ended December 31, 2013 and 2012 were as follows:

 

   For the Year Ended 
   December 31,
2013
   December 31,
2012
 
United States  $(175,172)  $(226,788)
Hong Kong   (868)   (128)
Total Income (Loss) before Tax  $(176,039)  $(226,916)

 

Provisions for Income from continuing operations for the years ended December 31, 2013 and 2012 were as follows:

 

   For the Year Ended 
   December 31,
2013
   December 31,
2012
 
United States  $   $ 
Hong Kong        
Total Tax Expense  $   $ 

 

Reconciliations of statutory rates to effective tax rates from continuing operations for the years ended December 31, 2013 and 2012 were as follows:

 

   For the Year Ended 
   December 31,
2013
   December 31,
2012
 
US Federal Statutory Tax Rate   39.0%    39.0% 
Hong Kong Foreign Tax Rate   0.0%    0.0% 
US State Income Tax Rate Effected   0.0%    0.0% 
Foreign Tax Credit   0.0%    0.0% 
Tax Exemption Allowance   0.0%    0.0% 
Net Operating Loss Carryforward   -39.0%    -39.0% 
Effective Worldwide Tax Rate   0.0%    0.0% 

 

NOTE 7—COMMITMENTS & CONTINGENCIES

 

Office Space Lease

The Company entered into a month to month office space lease of the Company's office space in Michigan State for $200 a month starting December 2012. The rent expense for the year ended December 31, 2013 were $2,600, respectively.

 

Litigation

In November 2012, the Company’s prior president, chairman and director is subject to lawsuit for marketing manners used in sales of artwork in Taiwan. In accordance with Taiwan’s Law, the Company’s bank accounts in Taiwan are accordingly frozen during the litigation period. As of December 31, 2013, restricted cash for this litigation is $491.

 

35
 

NOTE 8—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 certificate of incorporation was 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 effected a one-for-ten reverse split of the Company’s Common Stock.

 

NOTE 9—RELATED PARTY TRANSACTIONS

 

At December 31, 2013, the Company has an outstanding payable of $10,119 to Yuan-Hao Chang (shareholder and consultant to the Company) for which the Company has advanced to Mr. Chang for expenses to be incurred on behalf of the Company.

 

Mr. Chang also provides various consulting and professional services to the Company for which he is compensated. Consulting and professional expense for Mr. Chang were $31,000 and $0 for year ended December 31, 2013 and 2012, respectively. At December 31, 2013, the outstanding consulting fee payable to Mr. Chang was $28,000.

 

At December 31, 2013, the Company has an outstanding payable of $2,924 to Parashar Patel (shareholder and CEO of the Company) for which Mr. Patel has paid expenses on behalf of the Company and certain unpaid consulting expenses compensation.

 

At December 31, 2013, the Company has an outstanding payable of $9,978 to Chung-Hua Yang (former CFO of the Company) for which Mr. Yang has advanced to the Company as working capital.

 

At December 31, 2013, the Company has an outstanding payable of $114,500 to Chih-Hung Cheng (Director of the Company) for which Mr. Cheng has advanced to the Company as working capital.

 

At December 31, 2013, the Company, through its discontinued Taiwan branch and subsidiary, has an outstanding receivable of $19,398 from UAN Power Corp, an affiliated company which the shareholders and the directors of the Company have certain ownership.

 

The above related parties’ amounts are due upon demand and non-interest bearing.

 

In July 2010, Mr. David Chen-Te Yen (Chairman, director, and 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 remains unpaid at December 31, 2013.

 

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%. This demand note was repaid on November 1, 2011. The related accrued interest of $27,317 was repaid in March 2012.

 

 

36
 

Item 9.    Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

There were no disagreements related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and interim periods.

Item 9A.   Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, our management evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2013.

Our management, with the participation of our chief executive officer (our principal executive officer) and our chief financial officer (our principal accounting officer and principal financial officer), evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended ( the “Exchange Act”)) as of the end of the period covered by this report. Based on this evaluation, our chief executive officer (our principal executive officer) and our chief financial officer (our principal accounting officer and principal financial officer) have concluded that, as of the end of such period, our disclosure controls and procedures were effective to ensure that information that is required to be disclosed by us in the reports we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our chief executive officer (our principal executive officer) and our chief financial officer (our principal accounting officer and principal financial officer), as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process designed by, or under the supervision of, our chief executive officer (our principal executive officer) and our chief financial officer (our principal accounting officer and principal financial officer), to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of our company are being made only in accordance with authorizations of management and directors of our company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not provide absolute assurance that a misstatement of our financial statements would be prevented or detected.

Further, the evaluation of the effectiveness of internal control over financial reporting was made as of a specific date, and continued effectiveness in future periods is subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management has conducted, with the participation of our chief executive officer (our principal executive officer) and our chief financial officer (our principal accounting officer and principal financial officer), an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2013 in accordance with the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control — Integrated Framework. Based on this assessment, management concluded that as of December 31, 2013, our company’s internal control over financial reporting was not effective based on present company activity. Our company is in the process of adopting specific internal control mechanisms with our board and officers collaboration to ensure effectiveness as we grow. We are presently engaging an outside consultant to assist in adopting new measures to improve upon our internal controls. Future controls, among other things, will include more checks and balances and communication strategies between the management and the board to ensure efficient and effective oversight over company activities as well as more stringent accounting policies to track and update our financial reporting.

37
 

This annual report does not include an attestation report from our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only the management’s report in this annual report.

Change in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our last fiscal year that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.   Other Information

Effective June 1, 2013, Tzu-Yung Hsu resigned as a director of our company and Wan-Fang Liu resigned as chairman of the board. Subsequently on June 1, 2013, we appointed Tsung-Ming Chang to our board of directors and appointed Chih-Hung Cheng as chairman of our company.

Effective November 18, 2013, Chung Hua Yang resigned as chief financial officer of our company.

Effective November 28, 2013, we appointed Yun-Mi Han as chief financial officer of our company.

Effective November 29, 2013, Syuan-Jhu Lin and Tsung-Ming Chang resigned as directors of our company.

Effective December 23, 2013, we appointed Dr. Hans C. Justice Chang as chief operating officer of our company.

The resignations of the above individuals were not the result of any disagreements with our company regarding our operations, policies, practices or otherwise.

PART III

Item 10.   Directors, Executive Officers and Corporate Governance

Our directors will serve in that capacity until our next annual shareholder meeting or until their successors are elected and qualified. Officers hold their positions at the will of our board of directors. There are no arrangements, agreements or understandings between non-management security holders and management under which non-management security holders may directly or indirectly participate in or influence the management of our affairs.

Name Position Held
with the Company
Age Date First Elected
or Appointed
Wan-Fang Liu President and Director 47 June 30, 2010
Parashar Patel Chief Executive Officer, Secretary and Director 60 June 30, 2010
Yun-Mi Han Chief Financial Officer November 28, 2013
Chih-Hung Cheng Chairman and Director 42 June 1, 2013
Hans C. Justice Chang Chief Operating Officer December 23, 2013

 

Wan-Fang Liu – President, Chairman and Director

Ms. Wan-Fang Liu has been a member of board of directors since June 30, 2010 and was appointed as president and chairman on December 1, 2012. Since 2004, Ms. Liu has served as the President of Natural Beauty Inc. of ShenZhen, China. Ms. Liu is in charge of the day-to-day operations of this company, the principal products of which are cosmetics and other beauty products. The company, headquartered in Hong Kong, is a public company listed on the Hong Kong exchange. We believe that Ms. Liu’s business and operational experience give her the qualifications and skills to serve as president, chairman and director of our company.

38
 

Parashar Patel – Chief Executive Officer, Secretary and Director

Mr. Parashar Patel has been our chief executive officer, secretary and member of our board of directors since June 30, 2010. Mr. Patel has also served as the president, chief executive officer and a director of UAN Power Corp., a shell company the common stock of which is quoted on the OTC Bulletin Board, since May 2011. Since 2008, Mr. Patel has served as chief technical director of Android Inc. in Auburn Hills, Michigan. From 2005 to 2008, he served as chief technical officer of Avanti Systems, Inc. and, while stationed in Taipei Taiwan and in Shanghai, China, he was responsible for manufacturing quality control and sequenced delivery. Mr. Patel has over 20 years of business and system development and analyses experience with an emphasis on the design, development and deployment of large-scale real-time transaction processing systems and applications. Mr. Patel was awarded a B.S. in Chemistry and Mathematics from Grand Valley State University in 1975. We believe that Mr. Patel’s extensive business, operational and management experience and, in particular his substantial information technology experience, give him the qualifications and skills to serve as chief executive officer, secretary and director of our company.

Yun-Mi Han – Chief Financial Officer

Yun-Mi Han has been our chief financial officer since November 28, 2013. Yun-Mi Han has served as financial manager of our company since 2010 with respect to our company’s previous art gallery business, where he was responsible for the support of artists and management and delivery of artwork in Taiwan.

Yun-Mi Han also was responsible for the purchase of patented product from professional industry teams and developed a department for obtaining a patented organic farm and method of planting techniques for the manufacture of nutrition bars at UAN Cultural & Creative Co., Ltd.

From 2008 to 2010, Mr. Han served as financial manager of UAN Power Corp. in Taiwan, a company presently engaged in the search and evaluation of available opportunities by effecting mergers, capital stock exchanges, asset acquisitions or other similar business combinations with an operating business.

From 2007 to 2008, Yun-Mi Han served as accounting manager of Dongxin Fishing in China, a Korean company. Dongxin Fishing is a privately held $200 million fishing sales and manufacturing company.

Chih-Hung Cheng – Chairman of the Board and Director

Mr. Chih-Hung Cheng has acted as chairman and as a director of our company since June 1, 2013. Mr. Cheng served in one of the biggest domestic insurance companies, Shin Kong Life, for over 10 years. Mr. Cheng's responsibility in this company was as Sales Manager, where his contributions lead to the increase the company’s sales volume. In 1992, Mr. Cheng joined a security company, Gen In Security as Vice President of sales where he managed the sales and marketing department. Mr. Cheng graduated from Kainan Technology College, a science and technology college in Taiwan, in 1991.

Mr. Cheng is a creative and original thinker. He has native intelligence, great curiosity about people and ideas, and plenty of common sense that he has applied to solving many problems at company. In addition, he has demonstrated excellent powers of observation, and an ability to communicate and suggest change in effective but non-threatening ways. Mr. Cheng lead the sales team with great motivation, aggressiveness and efficiency. We believe the new challenge of appointment will be very rewarding for company. Mr. Cheng's broad experience in leading large organizations and his ability to meet objectives in transparent ways qualifies him to be a welcome chairman for the company.

39
 

Dr. Hans C. Justice Chang – Chief Operating Officer

Dr. Hans C. Justice Chang has acted as our chief operating officer since December 23, 2013. Dr. Chang, earned his Master’s Degree at the Institute of Business Administration at Oklahoma City University and a Doctoral Degree in Higher Education Administration from Drake University of Iowa in August 1995. Dr. Chang was also a Visiting Scholar of Denver University of Colorado of USA in summer of 1996.

Dr. Chang has over 26 years of senior leadership experience and extensive knowledge both academically and internationally in corporate finance, administration management and commercial banking for medium to large enterprises of American, Canadian, Japanese and Taiwan corporations.

Since January 2002, Dr. Chang has worked with Ezybonds International Ltd., a Global E-Payment System of England UK., as the Executive Director in charge of structured business strategy and Asian Markets.

Previously, Dr. Chang’s work experience included lecturer of Chihlee Institute of Technology: 1987/90, President of Light-Force International Corporation of Japan: 1986/91, General Manager in Taiwan of Nato International Corporation of Canada: 1991/93, General Manager of International Commercial Bank of China in South Africa, 1986/91, Professor of Information Management Department of Nan Hau University: 1996/98, Fellowship of the British Institute of Management of U.K.: 1996/13, General Manager in Taiwan of Amkey Corporation of USA: 1999/04, Chairman of Taiwan Stock Research & Development Association 1989/91, President of Oxford Consultants Corporation: 2001-2013, General Manager in Taiwan of Chief Advisor of Essential Youths Corp. USA: 2004/07, Chairman of Taiwan Consumers Association: 2008-2011, President of Asia-Region of Tien-Shing E-Commerce Corporation: 2009/11, and CEO of Concordia International Foundation of USA.(CIF): 2013.

Significant Employees

The following consultants make significant contributions to our business.

Mr. Yuan-Hao Chang has been our public relations consultant since June 30, 2010. Because he travels a great deal, he also coordinates some of our company’s activities on behalf of our company’s officers and board of directors. Mr. Chang is an entertainer well-known as an actor and singer in Taiwan and mainland China. Since 2007, Mr. Chang has been the host of a weekly television show in Taiwan. Mr. Chang has many connections in the art and entertainment industries which we expect will be of assistance to us.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past ten years:

1.been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);
2.had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;
3.been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;
4.been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
40
 

 

5.been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
6.been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors and persons who own more than 10% of our common stock to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports that they file.

Based solely on our review of the copies of such forms received by our company, or written representations from certain reporting persons that no Form 5s were required for those persons, we believe that, during the fiscal year ended December 31, 2013, all filing requirements applicable to our officers, directors and greater than 10% beneficial owners as well as our officers, directors and greater than 10% beneficial owners of our subsidiaries were complied with, with the exception of the following:

Name Number of
Late Reports
Number of
Transactions Not
Reported on a
Timely Basis
Failure to File
Requested Forms
Chih-Hung Cheng(1) 1 1 1(2)
Hans C. Justice Chang(1) 1 1 1(2)

 

(1)the insider was late filing a Form 3, Initial Statement of Beneficial Ownership.
(2)the insider has been unable to file a Form 3, Initial Statement of Beneficial Ownership due to difficulties in getting the Form 3 notarized in Asia. The Form 3 will be filed as soon as notarization has been completed.

 

Code of Ethics

We have adopted a Code of Ethics and Business Conduct that applies to our principal executive officer, principal financial officer and principal accounting officer, or persons performing similar functions (the “Senior Officers”), as well as our directors and employees. As adopted, the Code sets forth written standards that are designed to deter wrongdoing and to promote:

·honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
·full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the SEC and in other public communications made by us;
·compliance with applicable governmental laws, rules and regulations;
41
 
·the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and
·accountability for adherence to the Code.

The Code requires that, among other things, our senior officers commit to the timely, accurate and consistent disclosure of information; maintain confidential information; and act with honesty and integrity. In addition, it emphasizes that our Senior Officers, directors and employees have a responsibility for maintaining our financial integrity, consistent with generally accepted accounting principles and federal and state securities laws. Any senior officer who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to us. Any failure to report such inappropriate or irregular conduct is to be treated as a severe disciplinary matter. It is not our policy to retaliate against any individual who reports in good faith any violation or potential violation of the Code.

The Code was included as an exhibit to our annual report on Form 10-K filed with the SEC on March 7, 2011. . Our company will provide a copy of its code of ethics to any person without charge upon written request addressed to 102 North Ave, Mt. Clemens, MI, 48043.

Other Directorships

None of our directors hold any other directorships in any company with a class of securities registered pursuant to section 12 of the Exchange Act or subject to the requirements of section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940.

Board of Directors and Director Nominees

Our board of directors consists of five directors. Our securities are not listed on a national securities exchange, or an inter-dealer quotation system that has requirements that a majority of the board of directors be independent. Under NASDAQ Rule 5605(a) (2) (A), a director is not considered to be independent if he or she also is an executive officer or employee of the corporation. Under such definition, none of our directors would be considered independent because they also serve as either executive officers or employees of our company. We are not currently required to comply with the director independence requirements of any national securities exchange. Prior to having our securities listed on any national securities exchange, we would be required to appoint directors who meet the independence requirements of the applicable exchange.

Board and Committee Meetings

Our board of directors held no formal meetings during the year ended December 31, 2013. All proceedings of the board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the General Corporation Law of the State of Delaware and our Bylaws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.

For the year ended December 31, 2013 our only standing committee of the board of directors was our audit committee which is comprised of our entire board of directors.

Audit Committee

Currently our audit committee consists of our entire board of directors. We currently do not have nominating, compensation committees or committees performing similar functions. There has not been any defined policy or procedure requirements for shareholders to submit recommendations or nomination for directors.

During the fiscal year ended December 31, 2013, aside from quarterly review teleconferences, there were no meetings held by this committee. The business of the audit committee was conducted though these teleconferences and by resolutions consented to in writing by all the members and filed with the minutes of the proceedings of the audit committee.

42
 

Audit Committee Financial Expert

We do not currently have an audit committee or a committee performing similar functions. The board of directors as a whole participates in the review of financial statements and disclosure.

Family Relationships

There are no family relationships among our officers, directors, or persons nominated for such positions.

Item 11.  Executive Compensation

The particulars of the compensation paid to the following persons:

(a)our principal executive officer;
(b)each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended December 31, 2013 and 2012; and
(c)up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended December 31, 2013 and 2012;

who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:

SUMMARY COMPENSATION TABLE
Name and Principal Position Year Salary
($)
Bonus
($)
Stock Awards
($)
Option Awards
($)
Non-Equity Incentive Plan Compensation
($)
Change in Pension Value and Non-qualified Deferred Compensation Earnings
($)
All Other Compensation
($)
Total
($)
Wan-Fang Liu(1)
President and Director
2013
2012
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Parashar Patel (2)
Chief Executive Officer, Secretary and Director
2013
2012
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
30,500
54,000
30,500
54,000
Yun-Mi Han(3)
Chief Financial Officer
2013
2012
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Chung Hua Yang(4)
Former Chief Financial Officer
2013
2012
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
David Chen-Te Yen(5)
Former President, Chairman and Director
2013
2012
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil

 

43
 

 

  (1) Ms. Wan-Fang Liu has been a director of our company since June 30, 2010 and was appointed as president and chairman on December 1, 2012.
  (2) Mr. Parashar Patel has served as our chief executive officer, secretary and director since June 30, 2010.
  (3) Mr. Yun-Mi Han has served as our chief financial officer since November 28, 2013
  (4) Mr. Chung Hua Yang resigned as our chief financial officer on November 18, 2013.
  (5) Mr. David Chen-Te Yen resigned as president, chairman and director on December 1, 2012.

 

Option Grants

We have not granted any options or stock appreciation rights to our named executive officers or directors since inception. We do not have any stock option plans.

Management Agreements

Parashar Patel, our chief executive officer and president provides his services to our company on a month to month consulting basis in consideration of a flat monthly fee of $2,500 per month. With the exception of Mr. Patel, we have no active agreements or arrangements with any our officers regarding the provision of their services to our company. All such services are provided on an as needed basis and without provision for compensation.

Compensation of Directors

Our directors did not receive any compensation for their services as directors during the fiscal year ended December 31, 2013. We have no formal plan for compensating our directors for their services in the future in their capacity as directors, although such directors are expected in the future to receive options to purchase shares of our common stock as awarded by our board of directors or by any compensation committee that may be established.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits to our directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.

Compensation Committee

We do not currently have a compensation committee of the board of directors or a committee performing similar functions. The board of directors as a whole participates in the consideration of executive officer and director compensation.

Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

At December 31, 2013, our company has an outstanding payable of $10,119 to Yuan-Hao Chang (shareholder and consultant to our company) which our company has advanced to Mr. Chang for expenses to be incurred on behalf of our company.

Mr. Chang also provides various consulting and professional services to our company for which he is compensated. Consulting and professional expenses for Mr. Chang were $31,000 and $0 for years ended December 31, 2013 and 2012, respectively. At December 31, 2013, the outstanding consulting fee payable to Mr. Chang was $28,000.

At December 31, 2013, our company has an outstanding payable of $2,924 to Parashar Patel (shareholder and chief executive officer, secretary and a director of our company) for expenses paid on behalf of our company by Mr. Patel as well as for certain unpaid consulting expenses compensation.

At December 31, 2013, our company has an outstanding payable of $9,978 to Chung-Hua Yang (former chief financial officer of our company) which Mr. Yang has advanced to our company as working capital.

44
 

At December 31, 2013, our company has an outstanding payable of $114,500 to Chih-Hung Cheng (a director and chairman of our company) which Mr. Cheng has advanced to our company as working capital.

At December 31, 2013, the Company, through its discontinued Taiwan branch and subsidiary, has an outstanding receivable of $19,398 from UAN Power Corp, an affiliated company which the shareholders and the directors of the Company have certain ownership.

The above related parties’ amounts are due upon demand and non-interest bearing.

Other than set out above, none of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans

There were no nonqualified defined contributions or other nonqualified deferred compensation plans in effect for the fiscal years ended December 31, 2013 or 2012.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth, as of April 11, 2014, certain information with respect to the beneficial ownership of our common shares by each shareholder known by us to be the beneficial owner of more than 5% of our common shares, as well as by each of our current directors and executive officers as a group. Each person has sole voting investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.

Name and Address of Beneficial Owner Amount and Nature of
Beneficial Ownership
Percentage
of Class(1)
Wan-Fang Liu (2)
102 North Ave.
Mt. Clemens, Michigan 48043
1,650,000
Common Shares
3.1%
Parashar Patel (3)
102 North Ave.
Mt. Clemens, Michigan 48043
100,000
Common Shares
*
Yun-Mi Han (4)
102 North Ave.
Mt. Clemens, Michigan 48043
Nil
Common Shares
Nil
Chih-Hung Cheng (5)
102 North Ave.
Mt Clemens, Michigan 48043
Nil
Common Shares
Nil
Hans C. Justice Chang(6)
102 North Ave.
Mt. Clemens, Michigan 48043
Nil
Common Shares
Nil
Directors and Executive Officers as a Group 1,750,000
Common Shares
3.3%

* Less than 1 percent.

45
 

(1)Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on April 11, 2014. As of April 11, 2014, there were 53,668,778 shares of our company’s common stock issued and outstanding.
(2)Wan-Fang Liu is the president and a director of our company.
(3)Parashar Patel is the chief executive officer, secretary and a director of our company.
(4)Yun-Mi Han is chief financial officer of our company.
(5)Chih-Hung Cheng is chairman and a director of our company.
(6)Hans C. Justice Chang is chief operating officer of our company.

Changes in Control

We are unaware of any contract or other arrangement or provisions of our Articles or Bylaws the operation of which may at a subsequent date result in a change of control of our company. There are not any provisions in our Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of our company.

Item 13.   Certain Relationships and Related Transactions, and Director Independence

Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended December 31, 2013, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last three completed fiscal years.

In July 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, our former president and the chairman of our board of directors, owns approximately 42.1% of our common stock. These loans were evidenced by demand promissory notes bearing interest at the rate of 8% per annum, compounded daily. The $300,000 loan from David Chen-Te Yen was repaid in December 2010; accrued interest of $8,482 remains unpaid at December 31, 2013. The $200,000 loan from Yuan-Hao Chang was repaid on November 1, 2011. The related accrued interest of $27,317 was repaid in March 2012. At December 31, 2013, our company has an outstanding payable of $10,119 to Mr. Chang (shareholder and consultant to our company) for which our company has advanced to Mr. Chang for expenses reimbursements.

At December 31, 2013, our company has an outstanding payable of $2,924 to Parashar Patel (shareholder and chief executive officer, secretary and a director of our company) for which Mr. Patel has paid expenses on behalf of our company. These advances are due upon demand and are non-interest bearing.

Each member of our board of directors (of whom, Mr. Patel is also an executive officer of our company) acquired shares or our common stock in our 2010 private placement, as follows: (i) David Chen-Te Yen, our former president, chairman and director, acquired 20,000,000 shares for $400,000; (ii) Parashar Patel, our chief executive officer, secretary and director, acquired 100,000 shares for $2,000; and (iii) Syuan-Jhu Lin, our former director, Wan-Fang Liu, our president and director, and Tzu Yung Hsu, our former director, acquired 1,500,000 shares each, for $30,000 from each director.

At December 31, 2013, our company has an outstanding payable of $9,978 to Chung-Hua Yang (former chief financial officer of our company) which Mr. Yang has advanced to our company as working capital.

At December 31, 2013, our company has an outstanding payable of $114,500 to Chih-Hung Cheng (chairman and a director of our company) which Mr. Cheng has advanced to our company as working capital.

46
 

At December 31, 2013, our company, through its discontinued Taiwan branch and subsidiary, has an outstanding receivable of $19,398 from UAN Power Corp, an affiliated company which the shareholders and the directors of our company have certain ownership.

With the exception of Parashar Patel, who received compensation for his services as our chief executive officer to our company, we did not pay compensation to any of our directors during fiscal 2013.

Review, Approval or Ratification of Transactions with Related Persons

We do not currently have formal policies and procedures for the review, approval, or ratification of transactions with related persons. However, our board carefully reviews all transactions between our company and related persons to determine whether the relationship is in the best interest of our company and that the terms of any agreement are no less favorable to our company then they would be if the relationship was with an unrelated third party.

Except as otherwise indicated herein, there have been no related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-K.

Our board of directors consists of two directors. Our securities are not listed on a national securities exchange, or an inter-dealer quotation system which has requirements that a majority of the board of directors be independent. Under NASDAQ Rule 5605(a) (2) (A), a director is not considered to be independent if he or she also is an executive officer or employee of the corporation. Under such definition, none of our directors would be considered independent as they also serve as either executive officers or employees of our company. We are not currently required to comply with the director independence requirements of any national securities exchange. Prior to having our securities listed on any national securities exchange, we would be required to appoint directors who meet the independence requirements of the applicable exchange.

Item 14.   Principal Accounting Fees and Services

The aggregate fees billed for the most recently completed fiscal years ended December 31, 2013 and December 31, 2012 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

  Year Ended
  December 31, 2013
$
December 31, 2012
$
Audit Fees 30,000 30,000
Audit Related Fees Nil Nil
Tax Fees Nil Nil
All Other Fees Nil Nil
Total 30,000 30,000

 

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before our independent auditors are engaged by us to render any auditing or permitted non-audit related service, the engagement be:

(1)approved by our audit committee (which consists of our entire board of directors); or
(2)entered into pursuant to pre-approval policies and procedures established by the board of directors, provided the policies and procedures are detailed as to the particular service, the board of directors is informed of each service, and such policies and procedures do not include delegation of the board of directors' responsibilities to management.

Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

47
 

PART IV

 

Item 15.   Exhibits, Financial Statement Schedules

 

  (a) Financial Statements

 

  (1) Financial statements for our company are listed in the index under Item 8 of this document

 

  (2) All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

 

  (b) Exhibits

 

Exhibit
Number
Description
(3) Articles of Incorporation; Bylaws
3.1 Certificate of Incorporation (incorporate by reference to our Registration Statement on Form S-1 filed on September 15, 2005)
3.2 Form of Amended and Restated Certificate of Incorporation (incorporate by reference to our Registration Statement on Form S-1 filed on September 15, 2005)
3.3 Bylaws(incorporate by reference to our Registration Statement on Form S-1 filed on September 15, 2005)
3.4 Form of Amended and Restated Bylaws (incorporate by reference to our Registration Statement on Form S-1 filed on September 15, 2005)
3.5 Amendment to Certificate of Incorporation dated January 31, 2008 (incorporated by reference to our Current Report on Form 8-K filed on February 1, 2008)
3.6 Form of Amended and Restated Certificate of Incorporation dated January 31, 2008 (incorporated by reference to our Current Report on Form 8-K filed on February 1, 2008)
3.8 Amendment to Amended and Restated Bylaws (incorporated by reference to our Current Report on Form 8-K filed on June 20, 2008)
  Certificate of Amendment of Certificate of Incorporation (incorporated by reference to our Current Report on Form 8-K filed on October 12, 2010)
(10) Material Contracts
10.1 Form of Registration Rights Agreement between our company and the Initial Security holders (incorporate by reference to our Registration Statement on Form S-1 filed on September 15, 2005)
10.2 Form of Warrant Agreement between our company and American Stock Transfer & Trust Company (incorporate by reference to our Registration Statement on Form S-1 filed on September 15, 2005)
10.3 Promissory Note dated May 12, 2009 between our company and Ralph Sheridan (incorporated by reference to our Quarterly Report on Form 10-Q filed on May 15, 2009)
10.4 Promissory Note dated May 12, 2009 between our company and Ira Scott Greenspan (incorporated by reference to our Quarterly Report on Form 10-Q filed on May 15, 2009)
10.5 Promissory Note dated May 12, 2009 between our company and William McClusky (incorporated by reference to our Quarterly Report on Form 10-Q filed on May 15, 2009)
10.6 Promissory Note dated May 12, 2009 between our company and Hummingbird Value Fund, LP (incorporated by reference to our Quarterly Report on Form 10-Q filed on May 15, 2009)
10.7 Repurchase Agreement dated June 18, 2009 between our company and HCFP Brenner Holdings, LLC (incorporated by reference to our Current Report on Form 8-K filed on June 24, 2009)
48
 

 

Exhibit
Number
Description
10.8 Common Stock Purchase Agreement dated June 18, 2009 between our company and The Tarsier Nanocap Value Fund, LP (incorporated by reference to our Current Report on Form 8-K filed on June 24, 2009)
10.9 Form of Common Stock Purchase Agreement dated November 13, 2009 (incorporated by reference to our Quarterly Report on Form 10-Q filed on November 16, 2009)
10.10 Demand Promissory Note dated July 23, 2010 between our company and David Chen-Te Yen (incorporated by reference to our Registration Statement on Form S-1 filed on October 12, 2010)
10.11 Demand Promissory Note dated July 23, 2010 between our company and Yuan-Hao Chang (incorporated by reference to our Registration Statement on Form S-1 filed on October 12, 2010)
(14) Code of Ethics
14.1 Code of Ethics (incorporated by reference to our Annual Report on Form 10-K filed on March 7, 2011)
(21) Subsidiaries of Registrant
21.1 UAN Cultural and Creative Company Limited, a Hong Kong company
(31) Rule 13a-14(a)/15d-14(a) Certifications
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) Section 1350 Certifications
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)** Interactive Data Files
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

 

* Filed herewith.
   
** Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

 

49
 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

  UAN CULTURAL & CREATIVE CO., LTD.
     
Dated: April 15, 2014 By: /s/ Parashar Patel
    Parashar Patel
    Chief Executive Officer, Secretary and Director
    (Principal Executive Officer)
     
     
Dated: April 15, 2014 By: /s/ Yun-Mi Han
    Yun-Mi Han
    Chief Financial Officer
    (Principal Financial Officer and Principal Accounting 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: April 15, 2014 By: /s/ Parashar Patel
    Parashar Patel
    Chief Executive Officer, Secretary and Director
    (Principal Executive Officer)
     
     
Dated: April 15, 2014 By: /s/ Wan-Fang Liu
    Wan-Fang Liu
    President and Director
     
     
Dated: April 15, 2014 By: /s/ Chih-Hung Cheng
    Chih-Hung Cheng
    Chairman and Director