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 |
June 30, 2014 |
|
|
☐ |
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from |
________ to _________. |
|
|
|
Commission file number |
000-54334 |
UAN Power Corp. |
(Exact name of registrant as specified in its charter) |
Delaware |
|
27-0155619 |
(State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification No.) |
850
Stevenson Hwy., Ste. 310, Troy, Michigan |
|
49083 |
(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 |
|
None |
Securities registered pursuant to Section 12(g)
of the Act:
Common Stock, $0.00001 par value per share |
(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 December 31, 2013 was $Nil based on a $Nil 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. |
78,273,000 common shares as of October 9, 2014. |
DOCUMENTS INCORPORATED BY REFERENCE
None.
UAN Power Corp.
Annual Report on Form 10-K
For the Fiscal Year Ended June 30, 2014
Table of Contents
Item 1. |
Business |
4 |
Item 1A. |
Risk Factors |
9 |
Item 1B. |
Unresolved Staff Comments |
9 |
Item 2. |
Properties |
9 |
Item 3. |
Legal Proceedings |
9 |
Item 4. |
Mine Safety Disclosures |
10 |
Item 5. |
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
10 |
Item 6. |
Selected Financial Data |
10 |
Item 7. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
11 |
Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk |
20 |
Item 8. |
Financial Statements and Supplementary Data |
20 |
Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
39 |
Item 9A. |
Controls and Procedures |
39 |
Item 9B. |
Other Information |
40 |
Item 10. |
Directors, Executive Officers and Corporate Governance |
40 |
Item 11. |
Executive Compensation |
44 |
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
46 |
Item 13. |
Certain Relationships and Related Transactions, and Director Independence |
48 |
Item 14. |
Principal Accounting Fees and Services |
49 |
Item 15. |
Exhibits, Financial Statement Schedules |
50 |
PART I
Item 1. Business
FORWARD-LOOKING STATEMENTS
This annual report contains certain
forward-looking statements. All statements other than statements of historical fact are "forward-looking statements"
for purposes of these provisions, including any projections of earnings, revenues, or other financial items; any statements of
the plans, strategies, and objectives of management for future operation; any statements concerning proposed new products, services,
or developments; any statements regarding future economic conditions or performance; statements of belief; and any statement of
assumptions underlying any of the foregoing. Such forward-looking statements are subject to inherent risks and uncertainties, and
actual results could differ materially from those anticipated by the forward-looking statements.
These forward-looking statements involve
significant risks and uncertainties, including, but not limited to, the following: competition, promotional costs and the risk
of declining revenues. Our actual results could differ materially from those anticipated in such forward-looking statements as
a result of a number of factors. These forward-looking statements are made as of the date of this filing, and we assume no obligation
to update such forward-looking statements. The following discusses our financial condition and results of operations based upon
our unaudited financial statements which have been prepared in conformity with accounting principles generally accepted in the
United States. It should be read in conjunction with our financial statements and the notes thereto included elsewhere herein.
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 consolidated 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 (US$) and all references to "common shares" refer
to the common shares in our capital stock.
As used in this annual report, the terms
“we”, “us”, “our” and “our company” mean UAN Power Corp., and our subsidiaries
UAN Lee Agricultural Technology Holding Limited, a Hong Kong company, and UAN Sheng Agricultural Technology Development Limited
Company, a People’s Republic of China company, unless otherwise indicated.
Corporate Overview
Our company was incorporated in the
State of Nevada on May 8, 2009. We completed a reincorporation of our company in Delaware under the name UAN Power Corp. on November
14, 2011.
Effective September 4, 2014, we filed
with the Delaware Secretary of State a Certificate of Amendment of Certificate of Incorporation, wherein we have increased our
authorized share capital to 420,000,000 shares of stock which includes 400,000,000 shares of common stock, having a par value of
$0.00001 per share and 20,000,000 shares of Preferred Stock, having a par value of $0.00001 per share.
The increase of authorized capital was
approved by our board of directors and by a majority of our stockholders by resolutions dated June 16, 2014.
Our company was originally organized
to seek opportunities to manage income producing commercial and residential real estate properties in Florida and the southeastern
region of the United States.
On May 23, 2011, our company and our
principal shareholders, including David Dreslin, our former president, chief financial officer and treasurer, entered into a stock
purchase agreement resulting in a change in control of our company. Pursuant to that agreement, Wan-Fang Liu, Yuan-Hao Chang and
Pei-Chi Yang purchased an aggregate of 77,775,000 outstanding shares of our company’s common stock, par value $0.00001, from
those principal shareholders for an aggregate purchase price of $200,000. On May 23, 2011, we entered into a further agreement
with Wan-Fang Liu, pursuant to which 48,275,000 shares of the common stock purchased by Ms. Liu were immediately returned to our
company in consideration of the payment of $1.00. These shares were subsequently sold in a private placement for a purchase price
of $0.01 per share and aggregate gross proceeds of $482,750 on July 25, 2011.
Immediately prior to the completion
of the stock purchase and cancellation described above, Mr. Dreslin, who owned 59,925,000 shares, or approximately 77% of the common
stock of our company, was the largest shareholder of our company. Upon completion of these transactions, Ms. Liu owned 27,500,000
shares, or approximately 91.7% of the common stock, and became the largest shareholder of our company.
Concurrent with the change of control
of our company that occurred on May 23, 2011, we abandoned our real estate business plan in order to seek the acquisition of an
operating business by merger, share exchange, asset acquisition or other business combination.
In August 2011, we entered into a technology
license and technology transfer agreement, under which we licensed the rights to develop, manufacture, market, sell and import
products which incorporate or rely upon certain “Triops” technologies and processes in Taiwan, the People’s Republic
of China, the United States, Japan and Korea, in exchange for a one-time licensing fee of $100,000. Triops are prehistoric creatures
also known as dinosaur shrimp that are brought to life by adding water to eggs that are in suspended animation. In November 2012,
we discontinued our limited business operations in Taiwan where we had entered into a technology licensing and transfer agreement
to obtain the rights to develop, manufacture, market, sell and import products which incorporate or rely upon the “Triops”
technologies and processes in Taiwan, the People’s Republic of China, the United States, Japan and Korea. Concurrent with
the discontinuation of our business operations in Taiwan, we liquidated all assets related to that business.
On May 16, 2012, we entered into a joint
venture agreement with Mr. Yuan-Hao Chang, a shareholder of our company, under which we intended to develop, own and operate an
agricultural business in the People’s Republic of China and to rely on Mr. Chang’s experience and knowledge in organic
fertilizers and farming to plant and grow various fruits in China, and to harvest and sell the produced crops and goods for a profit.
On May 31, 2012, we entered into a term
promissory note with certain shareholders and/or directors of our company for the principal sum of $350,000 with a maturity date
of May 31, 2017. The note may be paid in full or in part at the option of our company at any time prior to the maturity date without
penalty, with interest accrued as at the date of prepayment. The note bears interest at 4% per annum and shall be computed on the
basis of a year of 360 days for the number of days actually elapsed.
Effective July 3, 2012, our subsidiary,
UAN Sheng, and UAN Lee Agricultural Technology Holding Limited, entered into a partnership agreement with Jianyang City Jinxiong
Agricultural and Forestry Professional Cooperative (“Jinxiong”) to develop technology in the Greater China Region for
the cultivation of tropical peach trees in Masha Town, Taiwan and to promote tropical peaches as the region’s major agricultural
product (the “Proposition”).
Pursuant to the terms of the Proposition,
UAN Sheng would provide tree species and personnel to undertake the anticipated tree cultivation. The property, provided by Jinxiong,
consists of 300 acres of agricultural land located in Liutian Village, Masha Town, Jianyan City, Fujian Province. UAN Sheng was
to acquire 70% of the Proposition’s earnings and Jinxiong would acquire the remaining 30% of the Proposition’s earnings,
after tax deductions. In addition, the taxes allocated on the Proposition were to be distributed pro-rated to the interests of
each party, where UAN Sheng would be responsible for 70% of the taxes due and Jinxiong would be responsible for the remaining 30%
of the taxes due. Furthermore, both parties would each acquire 50% of the government agricultural subsidiary.
On July 7, 2012, UAN Sheng entered into
a transfer agreement with Guifang Chen, whereby Guifang Chen agreed to transfer a factory building and land use rights on a property
in the city of Jianyang. Guifang Chen transferred to UAN Sheng the use and rights of 7.53 acres of land located in Liangdong Village,
Shuishang Xian, Masha Town, Jianyang City and all current factory equipment, effective July 9, 2012 and until December 31, 2046.
Guifang Chen was compensated an aggregate of RMB¥650,000 by UAN Sheng, which includes a deposit of RMB¥200,000 to be paid
upon execution of the transfer agreement. The balance was paid in one payment in July, 2012. As per the terms of the transfer agreement,
UAN Sheng would be responsible for the all taxes and fees related to the transfer.
In conjunction with the partnership
agreement, on October 18, 2012, UAN Sheng entered into a concession agreement with Lin Changbin, wherein UAN Sheng agreed to lease
from Lin Changbin the rights to a property of 300 acres, containing approximately 8,800 pear trees, in Erlian Shan of Zhuzhou Village,
from October 18, 2012 to December 31, 2025. Pursuant to the terms of the concession agreement, UAN Sheng would pay a sapling fee
of an aggregate of RMB¥500,000 to Lin Changbin which included a deposit of RMB¥100,000 paid immediately upon signing of
the concession agreement. The balance was paid in one payment in October, 2012.
On May 31, 2012, we entered into promissory
note agreements to borrow $350,000 from Wan-Fang Liu, Wen-Cheng Huang, and Tsu-Yung Hsu who are shareholders and/or directors of
our company, (collectively the “Holders”) for operational and possible investment opportunities. The maturity date
of the notes is May 31, 2017 which bear interest at 4% per annum.
On December 1, 2012, our company and
the Holders entered into an amendment agreement to amend the original promissory notes dated May 31, 2012 above, to add an automatic
conversion clause to the terms of the notes.
On December 1, 2012, we entered into
a convertible note agreement with Yuan-Hao (Michael) Chang, a shareholder of our company, for the outstanding amounts of HKD 1,222,726
($157,682) which he advanced to our company as capital investment in a joint venture to develop, own, and operate an agricultural
business in China, PRC. The maturity of this note is December 1, 2017 and bears interest at 4% per annum.
On December 31, 2012, we entered into
a global amendment to the term promissory notes dated May 31, 2012, with each of the note holders. The amendment provides for the
conversion of the aggregate outstanding principal and all unpaid accrued interest due under the notes into a number of units of
common shares of our company equal to the aggregate outstanding principal and unpaid accrued interest, divided by $0.02.
The aggregate outstanding principal
and all unpaid accrued interest due under the convertible notes above shall be automatically converted in to a number of units
of common stock of our company equal to the aggregate outstanding principal and unpaid accrued interested due under the notes one
year from issuance date, divided by $0.02, subject to appropriate adjustment in the event of any unit distribution, unit reverse
split, combination, reclassification or other similar recapitalization affecting such units. The outstanding principal and all
unpaid accrued interest due has not been converted as of June 30, 2014.
Interest expenses incurred on the notes
for the year ended June 30, 2014 and 2013 was $20,308 and $17,556, respectively. Interest payable on the notes at June 30, 2014
was $39,153
Current Operations
On May 16, 2012, we entered into a joint
venture agreement with Mr. Yuan-Hao Chang, a shareholder of our company, to develop, own and operate an agricultural business in
China, PRC and to rely on Mr. Chang’s experience and knowledge in organic fertilizers and farming to plant and grow various
fruits (namely tropical peaches), in China, and to harvest and sell the produced crops and goods for a profit.
On July 2, 2012, our company (through
its director and UAN Lee) and Mr. Chang established UAN Sheng Agricultural Technology Development Limited Company (“UAN Sheng”)
in China, PRC. As at October 11, 2012, both parties completed their initial capital contribution to UAN Sheng pursuant to the joint
venture agreement. Our company contributed $320,000 to the joint venture.
In October 2014, due to lack of revenue
generated in our agricultural operations, management of our company decided to abandon our agricultural business plan through UAN
Sheng in order to seek the acquisition of an operating business by merger, share exchange, asset acquisition or other business
combination.
As at the date of this report, we have
no operations, no foreseeable prospect of revenue, and remain in the development stage. There is substantial doubt about our ability
to continue as a going concern because we will be required to obtain additional capital to continue our operations. If adequate
capital cannot be obtained on a timely basis and on satisfactory terms, our operations will be materially negatively impacted.
There can be no assurance that we will be able to raise additional capital, on terms favorable to us or at all.
Our company is currently considered
to be a “blank check” company. The 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”). 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 or acquisition. Our company
intends to comply with the periodic reporting requirements of the Exchange Act for so long as it is subject to those requirements.
Our Operating Strategy
We are actively seeking to acquire
one or more target companies or businesses seeking the perceived advantages of being a publicly held corporation. We will
continue to identify, research and negotiate the purchase of businesses that our management deems to be in the best interest
of our shareholders. Our company’s principal business objective for the next 12 months and beyond will be to achieve
long-term growth through a combination with, or acquisition of one or more businesses rather than immediate, short-term
earnings. Our company will not restrict its potential candidate target companies to any specific business, industry or
geographical location and, thus, may acquire any type of business. We cannot assure you that we will be able to locate an
appropriate target business or that we will be able to engage in a business combination with, or acquisition of a target business on favorable
terms.
The analysis of new business opportunities
will be undertaken by or under the supervision of the officers and directors of our company. Our company has not entered into any
definitive acquisition or merger agreement with any party through which our company may acquire an existing operating company or
business. Our company has unrestricted flexibility in seeking, analyzing and participating in potential business opportunities.
In its efforts to analyze potential acquisition targets, our company will consider the following factors, among others:
| (a) | Potential for growth, indicated by new technology, anticipated market expansion or new products; |
| (b) | Competitive position as compared to other firms of similar size and experience within the industry
segment as well as within the industry as a whole; |
| (c) | Strength and diversity of management, either in place or scheduled for recruitment; |
| (d) | Capital requirements and anticipated availability of required funds, to be provided by our company
or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources; |
| (e) | The cost of participation by our company as compared to the perceived tangible and intangible values
and potentials; |
| (f) | The extent to which the business opportunity can be advanced; and |
| (g) | The accessibility of required management expertise, personnel, raw materials, services, professional
assistance and other required items. |
In applying the foregoing criteria,
no one of which will be controlling, management will attempt to analyze all factors and circumstances and make a determination
based upon reasonable investigative measures and available data. Business opportunities may occur in many different industries,
and at various stages of development, all of which will make the task of comparative investigation and analysis of such business
opportunities extremely difficult and complex. Due to our company's limited capital available for investigation, our company may
not discover or adequately evaluate adverse facts about the opportunity to be acquired.
Competition
In identifying, evaluating and selecting
any additional target business, we may encounter intense competition from other entities having a business objective similar to
ours. There are numerous “public shell” companies either actively or passively seeking operating businesses with which
to merge in addition to a large number of “blank check” companies formed and capitalized specifically to acquire operating
businesses. In addition, we are subject to competition from other established operating companies looking to expand their operations
through the acquisition of a target business. Many of these entities are well established and have extensive experience identifying
and effecting business combinations directly or through affiliates. Many of these competitors possess greater technical, human
and other resources than us and our financial resources will be relatively limited when contrasted with those of many of these
competitors. Our ability to compete in acquiring certain sizable target businesses is limited by our available financial resources.
This inherent competitive limitation gives others an advantage in pursuing the acquisition of a target business. Further, our outstanding
shares and potential future dilution may not be viewed favorably by certain target businesses.
Any of these factors may place us at
a competitive disadvantage in successfully negotiating a business combination or acquisition. Our management believes, however,
that our status as a public entity and potential access to the United States public equity markets may give us a competitive advantage
over privately-held entities with a business objective similar to ours to acquire a target business on favorable terms.
If we succeed in effecting a
business combination or acquisition, there will be, in all likelihood, intense competition from competitors of the target business. Many of
our target business’ competitors are likely to be significantly larger and have far greater financial and other
resources than we will. Some of these competitors may be divisions or subsidiaries of large, diversified companies that have
access to financial resources of their respective parent companies. Our target business may not be able to compete
effectively with these companies or maintain them as customers while competing with them on other projects. In addition, it
is likely that our target business will face significant competition from smaller companies that have specialized
capabilities in similar areas. We cannot accurately predict how our target business’ competitive position may be
affected by changing economic conditions, customer requirements or technical developments. We cannot assure you that we will have the resources to compete effectively subsequent to a business combination
or acquisition.
Employees
Our company currently has 5 employees,
our chief financial officer is located in Taiwan and, 3 employees are located in China in addition to our chief executive officer,
who is located in the United States. None of these employees are covered by a collective bargaining agreement, and management considers
its relations with its employees to be good. Our company also relies on the services of independent consultants.
Item 1A. Risk
Factors
As a “smaller reporting company”,
we are not required to provide the information required by this Item.
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 850
Stephenson Hwy, Ste 310, Troy, MI 49083. We entered into a month to month lease starting December 2012 for $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.
On July 7, 2012, we entered into a transfer
agreement with Guifang Chen, whereby Guifang Chen transferred a factory building and land use rights on a property in the city
of Jianyang. Guifang Chen transferred to us the use and rights of 7.53 acres of land located in Liangdong Village, Shuishang Xian,
Masha Town, Jianyang City and all current factory equipment, effective July 9, 2012 and until December 31, 2046. Guifang Chen is
compensated an aggregate of RMB¥650,000 by us, which includes a deposit of RMB¥200,000 was paid upon execution of the transfer
agreement and the remaining balance was paid in one payment in July, 2012. As per the terms of the transfer agreement, we will
be responsible for the all taxes and fees related to the transfer.
On October 18, 2012, we entered into
a concession agreement with Lin Changbin, whereas we has agreed to lease from Lin Changbin the rights to a property of 300 acres,
containing approximately 8,800 pear trees, in Erlian Shan of Zhuzhou Village, from October 18, 2012 to December 31, 2025. Pursuant
to the terms of the concession agreement, we will pay a sapling fee of an aggregate of RMB¥500,000 to Lin Changbin which includes
a deposit of RMB¥100,000 paid immediately upon signing of the concession agreement and the balance was paid in one payment
in October, 2012.
Item 3. Legal
Proceedings
We know of no material, existing or
pending legal proceedings against our company, 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 stockholder, is
an adverse party or has a material interest adverse to our interest.
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 quoted on the OTC
Bulletin Board under the symbol "UPOW". As of October 9, 2014 there have been no trades of our common stock.
Our shares are issued in registered
form. Empire Stock Transfer Inc., 1859 Whitney Mesa Drive, Henderson, NV, 89014 (telephone: (702) 818-5898), (facsimile: (702)
974-1444), is the registrar and transfer agent for our common shares.
Holders
On October 9, 2014, the shareholder’s
list showed 28 registered shareholders and 78,273,000 common shares outstanding.
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
and Use of Proceeds
We did not sell any equity securities
which were not registered under the Securities Act during our fiscal year ended June 30, 2014.
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 fiscal year ended June 30, 2014.
Item 6. Selected
Financial Data
As a “smaller reporting company”,
we are not required to provide the information required by this Item.
Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations
The following plan of operations provides
information that management believes is relevant to an assessment and understanding of our financial condition and results of operations.
The discussion should be read along with our financial statements and notes thereto. This discussion includes a number of forward-looking
statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are
often identified by words such as “believe,” “expect,” “estimate,” “anticipate,”
“intend,” “project” and similar expressions, or words which, by their nature, refer to future events. You
should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks
and uncertainties that could cause actual results to differ materially from our predictions.
Limited Operating History
We have an extremely limited operating
history and have generated no significant independent financial history. Our business plan changed significantly in May 2011, and
we have not demonstrated that we will be able to execute that plan. We cannot guarantee that our existing ventures or our efforts
to identify and acquire one or more target companies or businesses as described above will be successful. Our business is subject
to all of the risks inherent in development-stage enterprises, including limited capital resources and possible rejection of our
business model.
Future financing may not be available
to us on acceptable terms or at all. If financing is not available or is not available on satisfactory terms, we may be unable
to continue our operations. Any equity financing that may be available will result in dilution of the interests of our existing
shareholders.
Results of Operations
For the years ended June 30, 2014
and June 30, 2013
|
|
Year Ended |
|
|
|
June 30, |
|
|
|
2014 |
|
2013 |
|
Revenue |
|
$ |
10,944 |
|
|
$ |
Nil |
|
|
|
|
|
|
|
|
|
|
Cost of Sales |
|
$ |
628,117 |
|
|
$ |
Nil |
|
Operating Expenses |
|
$ |
344,877 |
|
|
$ |
425,715 |
|
Interest Expense |
|
$ |
20,500 |
|
|
$ |
17,556 |
|
Other Income |
|
$ |
Nil |
|
|
$ |
(7,517 |
|
Exchange (Gain) / Loss |
|
$ |
3,427 |
|
|
$ |
6,483 |
|
Government Subsidy |
|
$ |
Nil |
|
|
$ |
(7,966 |
|
Loss (gain) from discontinued operations, net of tax |
|
$ |
Nil |
|
|
$ |
136,110 |
|
Net Income (Loss) |
|
$ |
(985,976) |
|
|
$ |
(570,381 |
) |
We have realized revenues of $10,944 and
$0 for the years ended June 30, 2014 and 2013.
Expenses
|
|
Year Ended |
|
|
|
June 30, |
|
|
|
2014 |
|
|
2013 |
|
Professional and Consulting fees – Related party |
|
$ |
47,500 |
|
|
$ |
52,950 |
|
Professional fees |
|
$ |
69,479 |
|
|
$ |
88,694 |
|
General and administrative expenses |
|
$ |
227,898 |
|
|
$ |
284,071 |
|
Operating expenses for year ended June
30, 2014 decreased by $80,838 or approximately 18.99% compared to operating expenses for year ended June 30, 2013, primarily as
a result of decreases in professional and consulting fees – related party, general and administrative expenses and professional
fees. We incurred wages and salaries expenses of $67,575, travel expenses of $51,237, rent expenses of $23,971 and other general
and administrative expenses of $83,662.
During the fiscal year ended June 30,
2014, we had revenue of $10,944 and cost of sales of $628,117. Expenses for the year totaled $344,877, resulting in a net loss
of $985,976.
Liquidity and Capital Resources
Working Capital
|
|
At |
|
|
At |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2014 |
|
|
2013 |
|
Current Assets |
|
$ |
48,987 |
|
|
$ |
522,646 |
|
Current Liabilities |
|
$ |
1,074,853 |
|
|
$ |
426,356 |
|
Working Capital |
|
$ |
(1,025,866) |
|
|
$ |
96,290 |
|
Cash Flows
|
|
Year Ended |
|
|
|
June 30, |
|
|
|
2014 |
|
|
2013 |
|
Net Cash provided by (used in) Operating Activities |
|
$ |
(467,630) |
|
|
$ |
(841,385 |
) |
Net Cash provided by (used in) Investing Activities |
|
$ |
(193,523) |
|
|
$ |
14,203 |
|
Net Cash provided by (used in) Financing Activities |
|
$ |
675,631 |
|
|
$ |
804,048 |
|
Net Increase (Decrease) in Cash |
|
$ |
25,071 |
|
|
$ |
(22,943 |
) |
As of June 30, 2014, we had a cash balance
of $43,141, total assets of $383,767 and total liabilities of $1,582,544, as compared to a cash balance of $18,316, total assets
of $841,437 and total liabilities of $934,047 as of June 30, 2013. Our working capital at June 30, 2014 was $(1,025,867), as compared
to a working capital of $96,290 at June 30, 2013.
Our company’s operations have
been funded through an equity financing and a series of debt transactions, primarily with shareholders, directors, and officers
of our company. These related party debt transactions have operated as informal lines of credit since the inception of our company,
and related parties have extended credit as needed which our company has repaid at its convenience. We anticipate that we will
incur operating losses in the foreseeable future and we believe we will need additional cash to support our daily operations while
we are attempting to execute our business plan and produce revenues. If our related parties are unable or unwilling to provide
additional capital, we would likely require financing from third parties. There can be no assurance that any additional financing
will be available to us, on terms we believe to be favorable or at all. The inability to obtain additional capital would have a
material adverse effect on our operations and financial condition and could force us to curtail or discontinue operations entirely
and/or file for protection under bankruptcy laws.
On May 31, 2012, three of our shareholders
and directors loaned us an aggregate of $350,000. These loans are represented by term promissory notes which are payable on May
31, 2017 and bear interest at the rate of 4% per annum. We advanced $319,896 of those loans as initial capital for the establishment
of a new business venture.
In July 2011, we completed a private
placement financing resulting in proceeds of $465,506 (net of expenses). From time to time our officers and shareholders have advanced
money to our company as working capital. For the years ended June 30, 2014 and 2013, net cash provided by financing activities
was $675,687 and $804,048, respectively.
Operating Activities
During the fiscal years ended June 30,
2014 and 2013, we used $467,630 and $841,385 in operating activities, respectively. The decrease in net cash used in operating
activities resulted from decreases in loss from continuing operations, other assets and net cash provided by discontinued operations,
offset by decreases in depreciation and amortization expense, accounts payable and accrued expenses.
We have used a total of $1,752,540 in
operating activities since inception on May 8, 2009.
Investing Activities
During the fiscal year ended
June 30, 2014 we used $193,523 whereas we received $14,203 in investing activities for the fiscal year ended June 30, 2013.
From inception on May 8, 2009 through June 30, 2014, we used $699,066 in investing activities. The increase in net cash used
in investing activities resulted from increases in fixed assets purchased and acquisition of non-controlling interest
Financing Activities
During the fiscal year ended June 30,
2014, we received proceeds from capital contribution by non-controlling interest of $34,034 and
advances from related parties and affiliated company of $641,597. As a result, we had net cash
provided by financing activities of $675,687.
During the fiscal year ended June 30,
2013, we received proceeds from notes payable - related parties of $157,691 capital contribution by non-controlling interest of
$312,830, advances from related parties and affiliated company of $333,527 and repayment to shareholders of $Nil. As a result,
we had net cash provided by financing activities of $804,048.
Our net cash provided by financing activities
since inception on May 8, 2009 was $2,442,282.
Plan of Operations
In May 2011, we commenced limited operations
under our current business model of identifying one or more businesses to merge with or acquire. As described above, in August
2011, we entered into a technology license and technology transfer agreement, under which we licensed the rights to develop, manufacture,
market, sell and import products which incorporate or rely upon certain “Triops” technologies and processes in Taiwan,
the People’s Republic of China, the United States, Japan and Korea. We began our initial operations using this license in
August 2011.
On May 16, 2012, we entered into a joint
venture agreement with Mr. Yuan-Hao Chang, a shareholder of our company, under which we intended to develop, own and operate an
agricultural business in China, PRC and to rely on Mr. Chang’s experience and knowledge in organic fertilizers and farming
to plant and grow various fruits in China, and to harvest and sell the produced crops and goods for a profit. We commenced initial
operations in July 2012.
In November 2012, we ceased our limited
business operations and disposed the assets in Taiwan where we had entered into a technology licensing and transfer agreement to
obtain the rights to develop, manufacture, market, sell and import products which incorporate or rely upon certain “Triops”
technologies and processes in Taiwan, the People’s Republic of China, the United States, Japan and Korea.
In September 2014, due to lack of revenue
generated in our agricultural operations, management of our company decided to abandon our agricultural business plan through UAN
Sheng in order to seek the acquisition of an operating business by merger, share exchange, asset acquisition or other business
combination.
We have a limited operating budget and
must maintain tight expense controls. However, we will need to obtain additional financing to effectively implement our business
plan. If we do not obtain additional financing, we will continue to operate on a reduced budget until such time as more capital
can be raised or we may be forced to curtail or discontinue operations. In addition, we are actively pursuing a new business opportunity
that would require additional funding over the next twelve months. There can be no assurance that we will be able to raise additional
capital, on terms favorable to us or at all.
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. There is still no assurance that we will be
able to maintain operations at a level sufficient for an investor to obtain a return on his investment in our common stock. Further,
we may continue to be unprofitable. We need to raise additional funds in the immediate future in order to proceed with our budgeted
expenses.
Specifically, we estimate our operating
expenses and working capital requirements for the next 12 months to be as follows:
Description |
Estimated
Completion
Date |
Estimated
Expenses
($) |
Consulting fees |
12 months |
60,000 |
Professional fees |
12 months |
90,000 |
Salaries and benefits |
12 months |
50,000 |
Other general and administrative expenses |
12 months |
300,000 |
Total |
|
500,000 |
Critical Accounting Policies
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.
The
consolidated financial statements include the accounts of our company and our subsidiaries. Significant inter-company transactions
have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements
in conformity with accounting principles generally accepted in the United States of America requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported
amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Discontinued Operations
In November 2012, our company ceased
our 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 12 - Discontinued Operations.” Unless noted otherwise, discussion
in the Notes to Consolidated Financial Statements pertain to continuing operations.
Reclassification
Certain amounts in the prior period
financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect
on reported net income or losses.
Cash and Cash Equivalents
Cash and cash equivalents are all highly
liquid instruments purchased with a maturity of three months or less to the extent the funds are not being held for investment
purposes.
Concentrations of Credit Risk
Our company's operations are carried
out in China. Accordingly, our company's business, financial condition and results of operations may be influenced by the political,
economic and legal environment in China, and by the general state of the China's economy. Our company's operations in China are
subject to specific considerations and significant risks not typically associated with companies in North America. Our company's
results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures,
currency conversion and remittance abroad, and rates and methods of taxation, among other things.
Financial instruments which potentially
subject our company to concentrations of credit risk consist principally of cash. All of our company’s cash is maintained
with state-owned banks within China of which no deposits are covered by insurance. Our company has not experienced any losses in
such accounts and believes it is not exposed to any risks on its cash in bank accounts.
Revenue Recognition
Our company is a development stage company
as such has realized no product and or directly related expenses.
Our company entered into a joint venture
agreement to develop, own and operate an agricultural business in China, PRC. Our company does not expect to generate any significant
revenues over the next twelve months.
Inventory
Our company recognizes all direct and
indirect costs of growing crops in accordance to ASC 905-330-25 "Agriculture Inventory Recognition". ASC 905-330-25 requires
all direct and indirect costs of growing crops to accumulate as inventory until the time of harvest. Some crop costs such as soil
preparation, which are incurred before planting are deferred and allocated until harvest. Growing crops consist of crop land lease,
crops for growing crops, seeds and seeding plants costs, and production fees paid to growers. Inventories are stated at the lower
of cost or market determined on a weighted average basis.
Fixed Assets
Fixed assets are recorded at cost and
are depreciated or amortized using the straight-line method over the estimated useful lives of the assets:
|
Machinery and Equipment |
10 years |
|
Electronic Equipment |
3 years |
|
Office Furniture and Others |
5 years |
Land Use Rights
Land use rights are recorded at cost
and amortized over the shorter of the estimated useful life or the expected useful life of the land use rights for thirty-four
years and six months.
Appropriation to Statutory Reserve
Pursuant to the laws applicable to the
China, PRC, entities must make appropriations from after-tax profit to the non-distributable “statutory surplus reserve fund”.
Subject to certain cumulative limits, the “statutory surplus reserve fund” requires annual appropriations of 10% of
after-tax profits until the aggregated appropriations reach 50% of the registered capital (as determined under accounting principles
generally accepted in the PRC (“PRC GAAP”) at each year-end). For foreign invested enterprises and joint ventures in
China, PRC, annual appropriations should be made to the “reserve fund”. For foreign invested enterprises, the annual
appropriation for the “reserve fund” cannot be less than 10% of after-tax profits until the aggregated appropriations
reach 50% of the registered capital (as determined under PRC GAAP at each year-end). Our company did not make any appropriations
to the reserve funds mentioned above due to lack of profits after tax in PRC since commencement of operations.
Advertising Costs
Our company’s policy regarding
advertising is to expense advertising when incurred.
Income Taxes
Our company provides for income taxes
under ASC 740, “Accounting for Income Taxes.” ASC 740 requires the use of an asset and liability approach in accounting
for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and
tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse.
Impairment of Long-Lived Assets
Our company continually monitors events
and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events
or changes in circumstances are present, our company assesses the recoverability of long-lived assets by determining whether the
carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash
flows is less than the carrying amount of those assets, our company recognizes an impairment loss based on the excess of the carrying
amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair
value less costs to sell.
Stock-Based Compensation
Our company records stock-based compensation
in accordance with ASC 718 (formerly SFAS No. 123R, “Share Based Payments”), using the fair value method. All transactions
in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the
fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.
Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based
on the fair value of the equity instruments issued.
Fair Value of Financial Instruments
The standard for “Disclosures
about Fair Value of Financial Instruments,” defines financial instruments and requires fair value disclosures of those financial
instruments. Our company adopts the standard “Fair Value Measurements,” which defines fair value, establishes a three-level
valuation hierarchy for disclosures of fair value measurement and enhances disclosures requirements for fair value measures. Current
assets and current liabilities qualified as financial instruments and management believes their carrying amounts are a reasonable
estimate of fair value because of the short period of time between the origination of such instruments and their expected realization
and if applicable, their current interest rate is equivalent to interest rates currently available. The three levels are defined
as follows:
| · | Level 1 ─ inputs to the valuation methodology are quoted prices (unadjusted) for identical
assets or liabilities in active markets. |
| · | Level 2 ─ inputs to the valuation methodology include quoted prices for similar assets and
liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially
the full term of the financial instruments. |
| · | Level 3 ─ inputs to the valuation methodology are unobservable and significant to the fair
value. |
As of the balance sheet date, the estimated
fair values of the financial instruments were not materially different from their carrying values as presented due to the short
maturities of these instruments and that the interest rates on the borrowings approximate those that would have been available
for loans of similar remaining maturity and risk profile at respective period-ends. Determining which category an asset or liability
falls within the hierarchy requires significant judgment. Our company evaluates the hierarchy disclosures each quarter.
Segment Reporting and Geographic
Information
Our company reports operations under
one business segments-Agriculture.
Geographic Information as of June 30,
2014 and for the year ended June 30, 2013 are as follows:
| |
United States of America | | |
Hong Kong, PRC | | |
China, PRC | |
Revenues | |
$ | — | | |
$ | — | | |
$ | 10,944 | |
Cost of Sales | |
| — | | |
| — | | |
| (628,117 | ) |
Expenses | |
| (160,350 | ) | |
| (1,804 | ) | |
| (206,598 | ) |
Net Income/(Loss) | |
$ | (160,350 | ) | |
$ | (1,804 | ) | |
$ | (823,771 | ) |
| |
| | | |
| | | |
| | |
Assets | |
$ | 354,981 | | |
$ | 1,105,051 | | |
$ | 337,624 | |
Liabilities | |
| 678,298 | | |
| 796,894 | | |
| 107,353 | |
Net Assets | |
$ | (323,317 | ) | |
$ | 308,157 | | |
$ | 230,271 | |
Foreign Currency Translation
The functional currency of UAN Power
operations in United States is U.S. Dollar (“USD”).
The functional currency of UAN Power’s
discontinued operations in Taiwan is New Taiwan Dollar (“TWD”).
The functional currency of UAN Lee’s
operations in Hong Kong is Hong Kong Dollar (“HKD”).
The functional currency of UAN Sheng’s
operations in China, PRC is Chinese Yuan Renminbi (“RMB”).
Transactions denominated in foreign
currencies are translated into U.S. dollars at the exchange rate in effect on the date of the transactions. Exchange gains or losses
on transactions are included in earnings.
The financial statements of 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 June 30, 2014 and 2013 the
cumulative translation adjustment was $37,891 and $23,352, respectively. For the year ended June 30, 2014 and 2013, net other
comprehensive income was $11,454 and $5,008, respectively.
The exchange rates used to translate
TWD amounts into USD at (1USD=TWD) as follows:
| |
Balance Sheet Date Rate | | |
Average Rate | |
June 30, 2013 | |
| 29.93 | | |
| 28.88 | |
June 30, 2014 | |
| 29.86 | | |
| — | |
The exchange rates used to translate HKD
amounts into USD at (1USD=HKD) as follows:
|
|
Balance Sheet
Date Rate |
|
Average
Rate |
June 30, 2013 |
|
|
7.76 |
|
|
|
7.76 |
|
June 30, 2014 |
|
|
7.75 |
|
|
|
7.76 |
|
The exchange rates used to translate RMB
amounts into USD at (1USD=RMB) as follows:
|
|
Balance Sheet
Date Rate |
|
Average
Rate |
June 30, 2013 |
|
|
6.17 |
|
|
|
6.28 |
|
June 30, 2014 |
|
|
6.16 |
|
|
|
6.14 |
|
Comprehensive Income
Our company adopted FASB Accounting
Standards Codification 220, “Comprehensive Income,” which establishes standards for reporting and presentation of comprehensive
income (loss) and its components in a full set of general-purpose financial statements. 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.
Basic (Loss) per Common Share
Basic (loss) per share is calculated
by dividing our company’s net loss applicable to common shareholders by the weighted average number of common shares during
the period. Diluted earnings per share is calculated by dividing our company’s net income available to common shareholders
by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding
is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents
outstanding as of June 30, 2014 and 2013, respectively; however, if present, a separate computation of diluted loss per share would
not have been presented, as these common stock equivalents would have been anti-dilutive due to our company’s net loss.
|
|
For the Year ended |
|
|
June 30,
2014 |
|
June 30,
2013 |
|
|
|
|
|
Net Loss attributable to UAN Power Corp. |
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
903,599 |
|
|
$ |
(356,212 |
) |
Discontinued operations |
|
$ |
Nil |
|
|
$ |
(136,110 |
) |
|
|
|
|
|
|
|
|
|
Weighted Average Shares, basic and diluted |
|
|
78,273,000 |
|
|
|
78,273,000 |
|
|
|
|
|
|
|
|
|
|
Earnings (Loss) per share |
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
0.012 |
|
|
$ |
(0.005 |
) |
Discontinued operations |
|
$ |
Nil |
|
|
$ |
(0.002 |
) |
Recently Issued Accounting Pronouncements
In August
2014, the Financial Accounting Standards Board issued ASU No. 2014-15, Presentation of Financial Statements— Going Concern
(Subtopic 205-40). This standard is intended to define management’s responsibility to evaluate whether there is substantial
doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The amendments
contained in this ASU apply to all companies and not-for-profit organizations. The amendments are effective for the annual period
ending after December 15, 2016, and for annual and interim periods thereafter. Early application is permitted. The Company is
currently assessing this ASU’s impact on the Company’s consolidated results of operations and financial condition.
In June 2014, the Financial Accounting Standards
Board issued ASU No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements,
Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The amendments in this Update remove
the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing
the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. For public
business entities, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods
therein. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the
entity’s financial statements have not yet been issued (public business entities) or made available for issuance (other entities).
Upon adoption, entities will no longer present or disclose any information required by Topic 915.
In May 2014, the FASB issued ASU No. 2014-09, Revenue
from Contracts with Customers, which provides a single comprehensive model to be used in the accounting for revenue arising
from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The
standard’s stated core principle is that an entity should recognize revenue to depict the transfer of promised goods or services
to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods
or services. To achieve this core principle the ASU includes provisions within a five step model that includes identifying the
contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating
the transaction price to the performance obligations, and recognizing revenue when (or as) an entity satisfies a performance obligation.
The standard also specifies the accounting for some costs to obtain or fulfill a contract with a customer and requires expanded
disclosures about revenue recognition. The standard provides for either full retrospective adoption or a modified retrospective
adoption by which it is applied only to the most current period presented. This ASU is effective January 1, 2017. The Company
is currently assessing this ASU’s impact on the Company’s consolidated results of operations and financial condition.
In April 2014, the FASB issued ASU No. 2014-08, Reporting
Discontinued Operations and Disclosures of Disposals of Components of an Entity, which changes the criteria for determining
which disposals can be presented as discontinued operations and modifies related disclosure requirements. This standard will have
the impact of reducing the frequency of disposals reported as discontinued operations, by requiring such a disposal to represent
a strategic shift that has or will have a major effect on an entity’s operations and financial results. However, existing
provisions that prohibit an entity from reporting a discontinued operation if it has certain continuing cash flows or involvement
with the component after disposal are eliminated by this standard. The ASU also expands the disclosures for discontinued operations
and requires new disclosures related to individually significant disposals that do not qualify as discontinued operations. This
ASU is effective prospectively beginning January 1, 2015. Early adoption is, however, permitted. This ASU would impact the
Company’s consolidated results of operations and financial condition only in the instance of a disposal as described above.
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 condition 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. Our company does not expect the adoption of the new provisions to have a material impact on our financial
condition or results of operations.
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 our financial
condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material
to our stockholders.
Item 7A. Quantitative
and Qualitative Disclosures About Market Risk
As a “smaller reporting company”,
we are not required to provide the information required by this Item.
Item 8. Financial
Statements and Supplementary Data
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the Board of Directors and Stockholders of
UAN Power Corp.
(A Development Stage Company)
We have audited the accompanying balance
sheets of UAN Power Corp. as of June 30, 2014 and 2013, and the related statements of operations, comprehensive income (loss),
stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended June 30, 2014, and for
the period from May 8, 2009 (date of inception) to June 30, 2014. UAN Power Corp.’s management is responsible for these financial
statements. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with
the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The
Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our
audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control
over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements
referred to above present fairly, in all material respects, the financial position of UAN Power Corp. as of June 30, 2014 and 2013,
and the results of operations and cash flows for each the years in the two-year ended June 30, 2014, and for the period from May
8, 2009 (date of inception) to June 30, 2014 in conformity with accounting principles generally accepted in the United States of
America.
The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the
Company has incurred accumulated deficits of $1,872,636 as of June 30, 2014. The Company incurred a net loss of $985,976 and $570,381
for the years ended June 30, 2014 and 2013, respectively. These factors raise substantial doubt about its ability to continue as
a going concern. Management’s plans concerning this matter are also described in Note 3. The accompanying financial statements
do not include any adjustments that might result from the outcome of this uncertainty.
![](image_001.gif)
Yichien Yeh, CPA
Oakland Gardens, New York
October 10, 2014
Uan Power Corp. and Subsidiaries
(A Development Stage Company)
Consolidated Balance Sheets
| |
June 30, 2014 | | |
June 30, 2013 | |
| |
(unaudited) | | |
| |
ASSETS | |
| | | |
| | |
Current Assets | |
| | | |
| | |
Cash and equivalents | |
$ | 43,141 | | |
$ | 18,316 | |
Inventory | |
| — | | |
| 500,145 | |
Other current assets | |
| 5,568 | | |
| 3,911 | |
Current assets from discontinued operations | |
| 278 | | |
| 274 | |
Total Current Assets | |
| 43,419 | | |
| 522,646 | |
| |
| | | |
| | |
Fixed assets, net | |
| 103,722 | | |
| 194,552 | |
Land use rights, net | |
| 216,478 | | |
| 109,702 | |
Other assets | |
| 14,580 | | |
| 14,537 | |
TOTAL ASSETS | |
$ | 383,767 | | |
$ | 841,437 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | |
| | | |
| | |
Current Liabilities | |
| | | |
| | |
Accounts payable and accrued expenses | |
$ | 39,437 | | |
$ | 53,128 | |
Amounts due to related parties | |
| 975,413 | | |
| 333,816 | |
Due to affiliated company | |
| 20,000 | | |
| 20,000 | |
Other current liabilities | |
| 40,003 | | |
| 19,412 | |
Total Current Liabilities | |
| 1,074,853 | | |
| 426,356 | |
| |
| | | |
| | |
Notes payable to shareholders | |
| 507,691 | | |
| 507,691 | |
Total Liabilities | |
| 1,582,544 | | |
| 934,047 | |
| |
| | | |
| | |
Commitments & contingencies | |
| — | | |
| — | |
| |
| | | |
| | |
Stockholders' Equity (Deficit) | |
| | | |
| | |
Uan Power Corp. Stockholders' Equity (Deficit) | |
| | | |
| | |
Preferred stock, $0.00001 par value, 20,000,000 shares authorized, 0 shares issued and outstanding | |
| — | | |
| — | |
Common stock, $0.00001 par value, 250,000,000 shares authorized, 78,273,000 shares issued and outstanding at September 30, 2013 and June 30, 2013, respectively. | |
| 783 | | |
| 783 | |
Additional paid-in capital | |
| 610,906 | | |
| 610,906 | |
Accumulated other comprehensive income | |
| 37,891 | | |
| 23,352 | |
Deficit accumulated during the development stage | |
| (1,872,636 | ) | |
| (969,037 | ) |
Total Uan Power Corp. Stockholders' Equity (Deficit) | |
| (1,223,056 | ) | |
| (333,996 | ) |
Noncontrolling Interest | |
| 24,279 | | |
| 241,386 | |
Total Stockholders' Equity (Deficit) | |
| (1,198,777 | ) | |
| (92,610 | ) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | |
$ | 383,767 | | |
$ | 841,437 | |
The accompanying notes are an integral part
of these financial statements.
Uan Power Corp. and Subsidiaries
(A Development Stage Company)
Consolidated Statements of Operations
(unaudited)
| |
| | |
| | |
From Inception | |
| |
For the Year Ended | | |
May 8, 2009 to | |
| |
June 30, 2014 | | |
June 30, 2013 | | |
June 30, 2014 | |
Revenues | |
$ | 10,944 | | |
$ | — | | |
| 10,944 | |
Cost of Sales | |
| 628,117 | | |
| — | | |
| 628,117 | |
Gross Margin | |
| (617,172 | ) | |
| — | | |
| (617,172 | ) |
| |
| | | |
| | | |
| | |
Operating Expenses | |
| | | |
| | | |
| | |
Professional & Consulting Fees - Related Party | |
| 47,500 | | |
| 52,950 | | |
| 201,850 | |
Professional Fees | |
| 69,479 | | |
| 88,694 | | |
| 427,996 | |
General and administrative expenses | |
| 227,898 | | |
| 284,071 | | |
| 564,879 | |
| |
| | | |
| | | |
| | |
Total Operating Expenses | |
| 344,877 | | |
| 425,715 | | |
| 1,194,725 | |
| |
| | | |
| | | |
| | |
Loss from Operation | |
| (962,049 | ) | |
| (425,715 | ) | |
| (1,811,897 | ) |
| |
| | | |
| | | |
| | |
Other Expenses | |
| | | |
| | | |
| | |
Interest Expense | |
| (20,500 | ) | |
| (17,556 | ) | |
| (39,223 | ) |
Other Income | |
| — | | |
| 7,517 | | |
| 7,517 | |
Exchange Gain (Loss) | |
| (3,427 | ) | |
| (6,483 | ) | |
| (9,910 | ) |
Government Subsidy | |
| — | | |
| 7,966 | | |
| 7,966 | |
| |
| | | |
| | | |
| | |
Total other expenses | |
| (23,927 | ) | |
| (8,555 | ) | |
| (33,650 | ) |
| |
| | | |
| | | |
| | |
Loss from continuing operations before income tax | |
| (985,976 | ) | |
| (434,271 | ) | |
| (1,845,547 | ) |
| |
| | | |
| | | |
| | |
Provision for income tax | |
| — | | |
| — | | |
| — | |
| |
| | | |
| | | |
| | |
Net Loss from continuing operations | |
| (985,976 | ) | |
| (434,271 | ) | |
| (1,845,547 | ) |
| |
| | | |
| | | |
| | |
Income (Loss) from discontinued operations, net of tax | |
| — | | |
| (136,110 | ) | |
| (187,526 | ) |
| |
| | | |
| | | |
| | |
Net Loss | |
| (985,976 | ) | |
| (570,381 | ) | |
| (2,033,073 | ) |
| |
| | | |
| | | |
| | |
Less: Net loss attributable to noncontrolling interest | |
| (82,377 | ) | |
| (78,059 | ) | |
| (160,436 | ) |
| |
| | | |
| | | |
| | |
Net loss attributable to Uan Power Corp. | |
$ | (903,599 | ) | |
$ | (492,322 | ) | |
$ | (1,872,637 | ) |
| |
| | | |
| | | |
| | |
Amounts attributable to Uan Power Corp. | |
| | | |
| | | |
| | |
Net loss from continuing operations | |
$ | (903,599 | ) | |
$ | (356,212 | ) | |
$ | (1,685,111 | ) |
Loss from discontinued operations | |
| — | | |
| (136,110 | ) | |
| (187,526 | ) |
Net loss from discontinued operations | |
| — | | |
| (136,110 | ) | |
| (187,526 | ) |
Net loss attributable to Uan Power Corp. | |
$ | (903,599 | ) | |
$ | (492,322 | ) | |
$ | (1,872,637 | ) |
| |
| | | |
| | | |
| | |
Weighted Average Number of Common Shares Outstanding, basic and diluted | |
| 78,273,000 | | |
| 78,273,000 | | |
| | |
| |
| | | |
| | | |
| | |
Net loss per share attributable to Uan Power Corp. | |
| | | |
| | | |
| | |
Continuing Operations, basic and diluted | |
$ | (0.012 | ) | |
$ | (0.005 | ) | |
| | |
Discontinued Operations, basic and diluted | |
$ | — | | |
$ | (0.002 | ) | |
| | |
Total | |
$ | (0.012 | ) | |
$ | (0.006 | ) | |
| | |
The accompanying notes are an integral part
of these financial statements.
Uan Power Corp. and Subsidiaries
(A Development Stage Company)
Consolidated Statements of Comprehensive
Income (Loss)
(unaudited)
| |
For the Year | | |
For the Year | | |
From Inception | |
| |
Ended | | |
Ended | | |
May 8, 2009 to | |
| |
June 30, 2014 | | |
June 30, 2013 | | |
June 30, 2014 | |
Net Loss | |
$ | (985,976 | ) | |
$ | (570,381 | ) | |
$ | (2,033,073 | ) |
Other Comprehensive Loss, net of tax | |
| | | |
| | | |
| | |
Cumulative Translation Adjustment | |
| 11,454 | | |
| 5,008 | | |
| 41,421 | |
Total Other Comprehensive Loss, net of tax | |
| 11,454 | | |
| 5,008 | | |
| 41,421 | |
Comprehensive Loss | |
| (974,522 | ) | |
| (565,373 | ) | |
| (1,991,652 | ) |
Less: Comprehensive Loss attributable to Noncontrolling Interest | |
| (85,462 | ) | |
| (71,444 | ) | |
| (156,906 | ) |
Comprehensive Loss attributable to Uan Power Corp. | |
$ | (889,060 | ) | |
$ | (493,929 | ) | |
$ | (1,834,746 | ) |
The accompanying notes are an integral part
of these financial statements.
Uan Power Corp. and Subsidiaries
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity (Deficit)
From May 8, 2009 (Inception) to June 30, 2014
| |
Uan Power Corp. Shareholders' | | |
| | |
| |
| |
| | |
| | |
| | |
| | |
Deficit | | |
| | |
| | |
| |
| |
| | |
| | |
| | |
| | |
Accumulated | | |
Accumulated | | |
| | |
| |
| |
| | |
| | |
Stock | | |
Additional | | |
During | | |
Other | | |
| | |
| |
| |
Common Stock | | |
Subscription | | |
Paid-In | | |
Development | | |
Comprehensive | | |
Noncontrolling | | |
| |
| |
Shares | | |
Amount | | |
Receivable | | |
Capital | | |
Stage | | |
Income (Loss) | | |
Interest | | |
Total | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Balance, May 8, 2009 - Inception | |
| — | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Issuance of common stock on May 8, 2009 for cash at $0.0000033 per share | |
| 60,000,000 | | |
| 600 | | |
| | | |
| (400 | ) | |
| | | |
| | | |
| | | |
| 200 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Stock Subscription Receivable | |
| | | |
| | | |
| (200 | ) | |
| | | |
| | | |
| | | |
| | | |
| (200 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Issuance of common stock on May 19, 2009 for cash at $0.00333 per share | |
| 12,000,000 | | |
| 120 | | |
| | | |
| 39,880 | | |
| | | |
| | | |
| | | |
| 40,000 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net Loss for the period from inception to June 30, 2009 | |
| | | |
| | | |
| | | |
| | | |
| (38,846 | ) | |
| | | |
| | | |
| (38,846 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance, June 30, 2009 | |
| 72,000,000 | | |
$ | 720 | | |
$ | (200 | ) | |
$ | 39,480 | | |
$ | (38,846 | ) | |
$ | — | | |
$ | — | | |
$ | 1,154 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Issuance of common stock on July 1, 2009 in exchange for legal services at $0.00333 per share | |
| 75,000 | | |
| 1 | | |
| | | |
| 249 | | |
| | | |
| | | |
| | | |
| 250 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Issuance of common stock during September 2009 for cash at $0.00333 per share | |
| 198,000 | | |
| 2 | | |
| | | |
| 658 | | |
| | | |
| | | |
| | | |
| 660 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Collection of stock subscription receivable on September 23, 2009 | |
| | | |
| | | |
| 200 | | |
| | | |
| | | |
| | | |
| | | |
| 200 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Issuance of common stock on December 1, 2009 for cash at a price of $0.00333 per share | |
| 6,000,000 | | |
| 60 | | |
| | | |
| 19,940 | | |
| | | |
| | | |
| | | |
| 20,000 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net Loss for the period from July 1, 2009 to June 30, 2010 | |
| | | |
| | | |
| | | |
| | | |
| (60,065 | ) | |
| | | |
| | | |
| (60,065 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance, June 30, 2010 | |
| 78,273,000 | | |
$ | 783 | | |
$ | — | | |
$ | 60,327 | | |
$ | (98,911 | ) | |
$ | — | | |
$ | — | | |
$ | (37,801 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Loan forgiveness - Related Parties on March 31, 2011 | |
| | | |
| | | |
| | | |
| 51,625 | | |
| | | |
| | | |
| | | |
| 51,625 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Cancellation of Shares on May 23, 2011 | |
| (48,275,000 | ) | |
| (483 | ) | |
| | | |
| 483 | | |
| | | |
| | | |
| | | |
| — | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net Loss for the period from July 1, 2010 to June 30, 2011 | |
| | | |
| | | |
| | | |
| | | |
| (125,414 | ) | |
| | | |
| | | |
| (125,414 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance, June 30, 2011 | |
| 29,998,000 | | |
$ | 300 | | |
$ | — | | |
$ | 112,435 | | |
$ | (224,325 | ) | |
$ | — | | |
$ | — | | |
$ | (111,590 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Issuance of common stock on July 25, 2011, net of costs, for cash at a price of $.01 per share | |
| 48,275,000 | | |
| 483 | | |
| | | |
| 465,023 | | |
| | | |
| | | |
| | | |
| 465,506 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Loan forgiveness - Related Parties on March 31, 2011 | |
| | | |
| | | |
| | | |
| 33,448 | | |
| | | |
| | | |
| | | |
| 33,448 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net Loss for the period from July 1, 2011 to June 30, 2012 | |
| | | |
| | | |
| | | |
| | | |
| (252,390 | ) | |
| | | |
| | | |
| (252,390 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Foreign currency translation | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 24,958 | | |
| | | |
| 24,958 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance, June 30, 2012 | |
| 78,273,000 | | |
$ | 783 | | |
$ | — | | |
$ | 610,906 | | |
$ | (476,715 | ) | |
$ | 24,958 | | |
$ | — | | |
$ | 159,932 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Capital contribution | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 312,830 | | |
| 312,830 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net Loss for the period from July 1, 2012 to June 30, 2013 | |
| | | |
| | | |
| | | |
| | | |
| (492,322 | ) | |
| | | |
| (78,059 | ) | |
| (570,381 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Foreign currency translation | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (1,606 | ) | |
| 6,615 | | |
| 5,009 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance, June 30, 2013 | |
| 78,273,000 | | |
$ | 783 | | |
$ | — | | |
$ | 610,906 | | |
$ | (969,037 | ) | |
$ | 23,352 | | |
$ | 241,386 | | |
$ | (92,610 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Capital contribution | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 34,034 | | |
| 34,034 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Acquisition of non-controlling interest | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (165,679 | ) | |
| (165,679 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net Loss for the period from July 1, 2013 to June 30, 2014 | |
| | | |
| | | |
| | | |
| | | |
| (903,599 | ) | |
| | | |
| (82,377 | ) | |
| (985,976 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Foreign currency translation | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 14,539 | | |
| (3,085 | ) | |
| 11,454 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance,
June 30, 2014 | |
| 78,273,000 | | |
$ | 783 | | |
$ | — | | |
$ | 610,906 | | |
$ | (1,872,636 | ) | |
$ | 37,891 | | |
$ | 24,279 | | |
$ | (1,198,777 | ) |
The accompanying notes are an integral part
of these financial statements.
Uan Power Corp. and Subsidiaries
(A Development Stage Company)
Consolidated Statements of Cash Flows
(unaudited)
| |
For the Year | | |
For the Year | | |
From Inception | |
| |
Ended | | |
Ended | | |
May 8, 2009 to | |
| |
June 30, 2014 | | |
June 30, 2013 | | |
June 30, 2014 | |
| |
| | |
| | |
| |
OPERATING ACTIVITIES | |
| | | |
| | | |
| | |
Net loss including noncontrolling interest | |
$ | (985,976 | ) | |
$ | (570,381 | ) | |
$ | (2,033,072 | ) |
Less: Loss from discontinued operations | |
| — | | |
| (136,110 | ) | |
| (187,526 | ) |
Loss from continuing operations | |
| (985,976 | ) | |
| (434,271 | ) | |
| (1,845,546 | ) |
Adjustments to reconcile net loss attributable Uan Power Corp. to net cash provided by or used in operating activities: | |
| | | |
| | | |
| | |
Depreciation and amortization | |
| 12,758 | | |
| 6,257 | | |
| 19,015 | |
Common stock issued for legal services | |
| — | | |
| — | | |
| 250 | |
Expenses paid by related party on the Company's behalf | |
| — | | |
| — | | |
| 19,125 | |
Changes in assets and liabilities | |
| | | |
| | | |
| | |
Inventory | |
| 500,145 | | |
| (500,145 | ) | |
| — | |
Other current assets | |
| (1,657 | ) | |
| 3,188 | | |
| (5,568 | ) |
Other assets | |
| (43 | ) | |
| (14,537 | ) | |
| (14,580 | ) |
Accounts payable and accrued expenses | |
| (13,691 | ) | |
| 28,298 | | |
| 39,437 | |
Other current liabilities | |
| 20,591 | | |
| 18,245 | | |
| 40,003 | |
Net cash used in operating activities of continued operations | |
| (467,873 | ) | |
| (892,965 | ) | |
| (1,747,864 | ) |
Net cash provided by operating activities of discontinued operations | |
| 242 | | |
| 51,580 | | |
| 5,323 | |
Net cash used in operating activities | |
| (467,631 | ) | |
| (841,385 | ) | |
| (1,742,541 | ) |
| |
| | | |
| | | |
| | |
INVESTING ACTIVITIES | |
| | | |
| | | |
| | |
Fixed assets purchased | |
| (27,844 | ) | |
| (194,397 | ) | |
| (222,241 | ) |
Land use rights | |
| — | | |
| (111,296 | ) | |
| (111,296 | ) |
Acquisition of non-controlling interest, net | |
| (165,679 | ) | |
| — | | |
| (165,679 | ) |
Advanced prepayments | |
| — | | |
| 319,896 | | |
| — | |
Net cash provided by (used in) investing activities of continued operations | |
| (193,523 | ) | |
| 14,203 | | |
| (499,216 | ) |
Net cash used in investing activities of discontinued operations | |
| — | | |
| — | | |
| (199,850 | ) |
Net cash provided by (used in) investing activities | |
| (193,523 | ) | |
| 14,203 | | |
| (699,066 | ) |
| |
| | | |
| | | |
| | |
FINANCING ACTIVITIES | |
| | | |
| | | |
| | |
Proceeds from notes payable - related parties | |
| — | | |
| 157,691 | | |
| 541,191 | |
Payments on notes payable - related parties | |
| — | | |
| — | | |
| (1,000 | ) |
Net proceeds from common stock issuance | |
| — | | |
| — | | |
| 526,366 | |
Capital contribution - noncontrolling interest | |
| 34,034 | | |
| 312,830 | | |
| 346,864 | |
Advance from related parties and affiliated company | |
| 641,597 | | |
| 333,527 | | |
| 1,090,771 | |
Repayment to shareholders | |
| — | | |
| — | | |
| (95,358 | ) |
Net cash provided by financing activities of continued operations | |
| 675,631 | | |
| 804,048 | | |
| 2,408,834 | |
Net cash provided by financing activities of discontinued operations | |
| — | | |
| | | |
| 33,448 | |
Net cash provided by financing activities | |
| 675,631 | | |
| 804,048 | | |
| 2,442,282 | |
| |
| | | |
| | | |
| | |
EFFECT OF EXCHANGE RATE ON CASH | |
| 10,594 | | |
| 191 | | |
| 42,712 | |
| |
| | | |
| | | |
| | |
NET INCREASE (DECREASE) IN CASH | |
| 25,071 | | |
| (22,943 | ) | |
| 43,387 | |
| |
| | | |
| | | |
| | |
CASH | |
| | | |
| | | |
| | |
Beginning of period | |
| 18,316 | | |
| 41,501 | | |
| — | |
End of period | |
| 43,387 | | |
| 18,558 | | |
| 43,387 | |
Less: cash and cash equivalents of discontinued operations at end of year | |
| 246 | | |
| 242 | | |
| 246 | |
CASH AT END OF PERIOD | |
$ | 43,141 | | |
$ | 18,316 | | |
$ | 43,141 | |
| |
| | | |
| | | |
| | |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | |
CASH PAID FOR: | |
| | | |
| | | |
| | |
Interest | |
$ | — | | |
$ | — | | |
$ | — | |
Income Taxes | |
$ | — | | |
$ | — | | |
$ | — | |
| |
| | | |
| | | |
| | |
NON-CASH ACTIVITIES: | |
| | | |
| | | |
| | |
Related party debt forgiveness | |
$ | — | | |
$ | — | | |
$ | 85,073 | |
Common Stock Issued for Services | |
$ | — | | |
$ | — | | |
$ | 250 | |
Legal fees paid by shareholders | |
$ | — | | |
$ | — | | |
$ | 75,000 | |
The accompanying notes are an integral part
of these financial statements.
UAN Power Corp. and Subsidiaries
(A Development Stage
Company)
Notes to Consolidated Financial Statements
NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS
Nature of Business
UAN Power Corp. (“UAN Power”),
formerly known as Gulf Shores Investments, Inc., was originally incorporated in the State of Nevada on May 8, 2009. UAN Power completed
a reincorporation in Delaware under the name UAN Power Corp. on November 14, 2011.
UAN Power was originally intended to serve
as a vehicle to effect a merger, capital stock exchange, asset acquisition or other similar business combination with an operating
business.
On May 11, 2012, UAN Power through its director,
established UAN Lee Agricultural Technology Holding Limited (“UAN Lee”) in Hong Kong in pursue of a possible joint
venture.
On May 16, 2012, UAN Power officially entered
into a joint venture agreement with Mr. Yuan-Hao Chang, a shareholder of UAN Power, to develop, own and operate an agricultural
business in China, PRC (the “Joint Venture”). UAN Power will rely on Mr. Chang’s experience and knowledge in
organic fertilizers and farming to plant and grow various fruits in China, and to harvest and sell the produced crops and goods
for a profit.
On July 2, 2012, UAN Power (through its director
and UAN Lee) and Mr. Chang established UAN Sheng Agricultural Technology Development Limited Company (“UAN Sheng”)
in China, PRC. As at October 11, 2012, both parties have completed their initial capital contribution to UAN Sheng pursuant to
the Joint Venture agreement.
As at October 16, 2012, UAN Lee became wholly
owned subsidiary of UAN Power with 3,510,000 capital shares authorized at HKD1.00 par value and 3,510,000 shares issued and outstanding.
UAN Power and its subsidiaries – UAN
Lee and UAN Sheng shall be collectively referred throughout as the “Company”.
The Company’s business operation is to
develop, own, and operate an agricultural business. The Company has not yet generated revenues from its planned principal operation
and is considered a development stage company in accordance with ASC Topic 915-15.
NOTE 2 - 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.
The consolidated
financial statements include the accounts of the Company and its subsidiaries. Significant inter-company transactions have been
eliminated in consolidation.
Use of Estimates
The preparation of financial statements in
conformity with accounting principles generally accepted in the United States of America requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported
amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Discontinued Operations
In November 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 12 - Discontinued Operations.” Unless noted otherwise, discussion in
the Notes to Consolidated Financial Statements pertain to continuing operations.
Reclassification
Certain amounts in the prior period financial
statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported
net income or losses.
Cash and Cash Equivalents
Cash and cash equivalents are all highly liquid
instruments purchased with a maturity of three months or less to the extent the funds are not being held for investment purposes.
Concentrations of Credit Risk
The Company's operations are carried out in
China. Accordingly, the Company's business, financial condition and results of operations may be influenced by the political, economic
and legal environment in China, and by the general state of the China's economy. The Company's operations in China are subject
to specific considerations and significant risks not typically associated with companies in North America. The Company's results
may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures,
currency conversion and remittance abroad, and rates and methods of taxation, among other things.
Financial instruments which potentially subject
the Company to concentrations of credit risk consist principally of cash. All of the Company’s cash is maintained with state-owned
banks within China of which no deposits are covered by insurance. The Company has not experienced any losses in such accounts and
believes it is not exposed to any risks on its cash in bank accounts.
Revenue Recognition
The Company is a development stage company
as such has realized no product and or directly related expenses.
The Company entered into a joint venture agreement
to develop, own and operate an agricultural business in China, PRC. The Company does not expect to generate any significant revenues
over the next twelve months.
Inventory
The Company recognizes all direct and indirect
costs of growing crops in accordance to ASC 905-330-25 "Agriculture Inventory Recognition". ASC 905-330-25 requires all
direct and indirect costs of growing crops to accumulate as inventory until the time of harvest. Some crop costs such as soil preparation,
which are incurred before planting are deferred and allocated until harvest. Growing crops consist of crop land lease, crops for
growing crops, seeds and seeding plants costs, and production fees paid to growers. Inventories are stated at the lower of cost
or market determined on a weighted average basis.
Fixed Assets
Fixed assets are recorded at cost and are depreciated
or amortized using the straight-line method over the estimated useful lives of the assets:
|
Machinery and Equipment |
10 years |
|
Electronic Equipment |
3 years |
|
Office Furniture and Others |
5 years |
Land Use Rights
Land use rights are recorded at cost and amortized
over the shorter of the estimated useful life or the expected useful life of the land use rights for thirty-four years and six
months.
Appropriation to Statutory Reserve
Pursuant to the laws applicable to the China,
PRC, entities must make appropriations from after-tax profit to the non-distributable “statutory surplus reserve fund”.
Subject to certain cumulative limits, the “statutory surplus reserve fund” requires annual appropriations of 10% of
after-tax profits until the aggregated appropriations reach 50% of the registered capital (as determined under accounting principles
generally accepted in the PRC (“PRC GAAP”) at each year-end). For foreign invested enterprises and joint ventures in
China, PRC, annual appropriations should be made to the “reserve fund”. For foreign invested enterprises, the annual
appropriation for the “reserve fund” cannot be less than 10% of after-tax profits until the aggregated appropriations
reach 50% of the registered capital (as determined under PRC GAAP at each year-end). The Company did not make any appropriations
to the reserve funds mentioned above due to lack of profits after tax in PRC since commencement of operations.
Advertising Costs
The Company’s policy regarding advertising
is to expense advertising when incurred.
Income Taxes
The Company provides for income taxes under
ASC 740, “Accounting for Income Taxes.” ASC 740 requires the use of an asset and liability approach in accounting for
income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax
bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse.
Impairment of Long-Lived Assets
The Company continually monitors events and
changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or
changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying
value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is
less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount
over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value
less costs to sell.
Stock-based compensation
The Company records stock-based compensation
in accordance with ASC 718 (formerly SFAS No. 123R, “Share Based Payments”), using the fair value method. All transactions
in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the
fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.
Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based
on the fair value of the equity instruments issued.
Fair Value of Financial Instruments
The standard for “Disclosures about Fair
Value of Financial Instruments,” defines financial instruments and requires fair value disclosures of those financial instruments.
The Company adopts the standard “Fair Value Measurements,” which defines fair value, establishes a three-level valuation
hierarchy for disclosures of fair value measurement and enhances disclosures requirements for fair value measures. Current assets
and current liabilities qualified as financial instruments and management believes their carrying amounts are a reasonable estimate
of fair value because of the short period of time between the origination of such instruments and their expected realization and
if applicable, their current interest rate is equivalent to interest rates currently available. The three levels are defined as
follows:
| · | Level 1 ─ inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active
markets. |
| · | Level 2 ─ inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets,
and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the
financial instruments. |
| · | Level 3 ─ inputs to the valuation methodology are unobservable and significant to the fair value. |
As of the balance sheet date, the estimated
fair values of the financial instruments were not materially different from their carrying values as presented due to the short
maturities of these instruments and that the interest rates on the borrowings approximate those that would have been available
for loans of similar remaining maturity and risk profile at respective period-ends. Determining which category an asset or liability
falls within the hierarchy requires significant judgment. The Company evaluates the hierarchy disclosures each quarter.
Segment Reporting and Geographic Information
The Company reports operations under one business segments-Agriculture.
Geographic Information as of June 30, 2014 and for the year ended
June 30, 2014 and 2013 as follows:
For the year ended June 30, 2014 | |
| | |
| | |
| |
| |
United States of America | | |
Hong Kong,
PRC | | |
China,
PRC | |
Revenues | |
$ | — | | |
$ | — | | |
$ | 10,944 | |
Cost of Sales | |
| — | | |
| — | | |
| (628,117 | ) |
Expenses | |
| (160,350 | ) | |
| (1,804 | ) | |
| (206,598 | ) |
Net Income/(Loss) | |
$ | (160,350 | ) | |
$ | (1,804 | ) | |
$ | (823,771 | ) |
For the year ended June 30, 2014 | |
| | |
| | |
| |
| |
United States of America | | |
Hong Kong,
PRC | | |
China,
PRC | |
Revenues | |
$ | — | | |
$ | — | | |
$ | — | |
Expenses | |
| (204,454 | ) | |
| (233 | ) | |
| (229,585 | ) |
Net Income/(Loss) | |
$ | (204,454 | ) | |
$ | (233 | ) | |
$ | (229,585 | ) |
As of June 30, 2014 | |
| | |
| | |
| |
| |
United States of America | | |
Hong Kong, PRC | | |
China, PRC | |
Assets | |
$ | 354,981 | | |
$ | 1,105,051 | | |
$ | 337,624 | |
Liabilities | |
| 678,298 | | |
| 796,950 | | |
| 107,353 | |
Net Assets | |
$ | (323,317 | ) | |
$ | 308,101 | | |
$ | 230,271 | |
Foreign Currency Translation
The functional currency of UAN Power operations
in United States is U.S. Dollar (“USD”).
The functional currency of UAN Power’s
discontinued operations in Taiwan is New Taiwan Dollar (“TWD”).
The functional currency of UAN Lee’s
operations in Hong Kong is Hong Kong Dollar (“HKD”).
The functional currency of UAN Sheng’s
operations in China, PRC is Chinese Yuan Renminbi (“RMB”).
Transactions denominated in foreign currencies
are translated into U.S. dollars at the exchange rate in effect on the date of the transactions. Exchange gains or losses on transactions
are included in earnings.
The financial statements of the Company are
translated into U.S. dollars in accordance with the standard, “Foreign Currency Translation,” codified in ASC 830,
using rates of exchange at the end of the period for assets and liabilities, and average rates of exchange for the period for revenues,
costs, and expenses and historical rates for equity. Translation adjustments resulting from the process of translating the local
currency combining financial statements into U.S. dollars are included in determining comprehensive income.
At June 30, 2014 and 2013, the cumulative translation
adjustment was $37,891 and $23,352, respectively. For the year ended June 30, 2014 and 2013, net other comprehensive income was
$11,454 and $5,008, respectively.
The exchange rates used to translate
TWD amounts into USD at (1USD=TWD) as follows:
|
|
Balance Sheet
Date Rate |
|
Average
Rate |
June 30, 2013 |
|
|
29.93 |
|
|
|
28.88 |
|
June 30, 2014 |
|
|
29.86 |
|
|
|
- |
|
The exchange rates used to translate HKD
amounts into USD at (1USD=HKD) as follows:
|
|
Balance Sheet
Date Rate |
|
Average
Rate |
June 30, 2013 |
|
|
7.76 |
|
|
|
7.76 |
|
June 30, 2014 |
|
|
7.75 |
|
|
|
7.76 |
|
The exchange rates used to translate RMB
amounts into USD at (1USD=RMB) as follows:
|
|
Balance Sheet
Date Rate |
|
Average
Rate |
June 30, 2013 |
|
|
6.17 |
|
|
|
6.28 |
|
June 30, 2014 |
|
|
6.16 |
|
|
|
6.14 |
|
Comprehensive Income
The Company adopted FASB Accounting Standards
Codification 220, “Comprehensive Income,” which establishes standards for reporting and presentation of comprehensive
income (loss) and its components in a full set of general-purpose financial statements. The Company has chosen to report comprehensive
income (loss) in the statements of income and comprehensive income. Comprehensive income (loss) is comprised of net income and
all changes to stockholders’ equity except those due to investments by owners and distributions to owners.
Basic (Loss) per Common Share
Basic (loss) per share is calculated by dividing
the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period.
Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted
weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the
basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents
outstanding as of June 30, 2014 and 2013, respectively; however, if present, a separate computation of diluted loss per share would
not have been presented, as these common stock equivalents would have been anti-dilutive due to the Company’s net loss.
| |
For the Year Ended | |
| |
June 30, 2014 | | |
June 30, 2013 | |
| |
| | |
| |
Net Loss attributable to Uan Power Corp. | |
| | | |
| | |
Continuing operations | |
$ | (903,599 | ) | |
$ | (356,212 | ) |
Discontinued operations | |
$ | — | | |
$ | (136,110 | ) |
| |
| | | |
| | |
Weighted Average Shares, basic and diluted | |
| 78,273,000 | | |
| 78,273,000 | |
| |
| | | |
| | |
Earnings (Loss) per share | |
| | | |
| | |
Continuing operations | |
$ | (0.012 | ) | |
$ | (0.005 | ) |
Discontinued operations | |
$ | — | | |
$ | (0.002 | ) |
Recently Issued Accounting Pronouncements
In August 2014, the Financial Accounting Standards
Board issued ASU No. 2014-15, Presentation of Financial Statements— Going Concern (Subtopic 205-40). This standard is
intended to define management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability
to continue as a going concern and to provide related footnote disclosures. The amendments contained in this ASU apply to all companies
and not-for-profit organizations. The amendments are effective for the annual period ending after December 15, 2016, and for annual
and interim periods thereafter. Early application is permitted. The Company is currently assessing this ASU’s impact on the
Company’s consolidated results of operations and financial condition.
In June 2014, the Financial Accounting Standards
Board issued ASU No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements,
Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The amendments in this Update remove
the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing
the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. For public
business entities, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods
therein. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the
entity’s financial statements have not yet been issued (public business entities) or made available for issuance (other entities).
Upon adoption, entities will no longer present or disclose any information required by Topic 915.
In May 2014, the FASB issued ASU No. 2014-09, Revenue
from Contracts with Customers, which provides a single comprehensive model to be used in the accounting for revenue arising
from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The
standard’s stated core principle is that an entity should recognize revenue to depict the transfer of promised goods or services
to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods
or services. To achieve this core principle the ASU includes provisions within a five step model that includes identifying the
contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating
the transaction price to the performance obligations, and recognizing revenue when (or as) an entity satisfies a performance obligation.
The standard also specifies the accounting for some costs to obtain or fulfill a contract with a customer and requires expanded
disclosures about revenue recognition. The standard provides for either full retrospective adoption or a modified retrospective
adoption by which it is applied only to the most current period presented. This ASU is effective January 1, 2017. The Company
is currently assessing this ASU’s impact on the Company’s consolidated results of operations and financial condition.
In April 2014, the FASB issued ASU No. 2014-08, Reporting
Discontinued Operations and Disclosures of Disposals of Components of an Entity, which changes the criteria for determining
which disposals can be presented as discontinued operations and modifies related disclosure requirements. This standard will have
the impact of reducing the frequency of disposals reported as discontinued operations, by requiring such a disposal to represent
a strategic shift that has or will have a major effect on an entity’s operations and financial results. However, existing
provisions that prohibit an entity from reporting a discontinued operation if it has certain continuing cash flows or involvement
with the component after disposal are eliminated by this standard. The ASU also expands the disclosures for discontinued operations
and requires new disclosures related to individually significant disposals that do not qualify as discontinued operations. This
ASU is effective prospectively beginning January 1, 2015. Early adoption is, however, permitted. This ASU would impact the
Company’s consolidated results of operations and financial condition only in the instance of a disposal as described above.
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 condition 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 does not expect
the adoption of the new provisions to have a material impact on our financial condition or results of operations.
The Company believes that there were no other
accounting standards recently issued that had or are expected to have a material impact on our financial position or results of
operations.
NOTE 3 - GOING CONCERN
These financial statements have been prepared
on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the
normal course of business.
For the year ended June 30, 2014, the Company
had a net loss of $985,976; and had an accumulated deficit of $1,872,636 as of June30, 2014.
The continuation of the Company as a going
concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing,
and the attainment of profitable operations from the Company’s business. These factors raise substantial doubt regarding
the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability
and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable
to continue as a going concern.
NOTE 4 - STOCKHOLDERS’ EQUITY
The stockholders’ equity section of the
Company’s balance sheet contains the following classes of capital stock as of June 30, 2014:
Preferred stock, $0.00001 par value,
20,000,000 shares authorized 0 shares issued and outstanding.
Common Stock, $0.00001 par value, 250,000,000
shares authorized 78,273,000 shares issued and outstanding.
NOTE 5 – INVENTORY
The balances of inventory are as follows:
| |
June 30, 2014 | | |
June 30, 2013 | |
Raw materials | |
$ | — | | |
$ | 18,646 | |
Growing crops | |
| — | | |
| 481,499 | |
Havested crops | |
| — | | |
| — | |
Less: Obsolete/write-down | |
| — | | |
| — | |
Inventory, net | |
$ | — | | |
$ | 500,145 | |
NOTE 6 – FIXED ASSET
The balances of fixed assets are as follows:
| |
June 30, 2014 | | |
June 30, 2013 | |
Equipment & furnitures | |
| 90,487 | | |
| 29,967 | |
Construction in progress | |
| 24,113 | | |
| 167,590 | |
Less: Accumulated amortization and depreciation | |
| (10,878 | ) | |
| (3,005 | ) |
Fixed assets, net | |
$ | 103,722 | | |
$ | 194,552 | |
The depreciation for the year ended June 30,
2014 and 2013 were $7,878 and $2,978, respectively.
Depreciation were allocated as follows:
| |
For the Year Ended | |
| |
June 30, 2014 | | |
June 30, 2013 | |
General & administrative Expenses | |
$ | 1,633 | | |
$ | 1,588 | |
Growing crops | |
| 6,245 | | |
| 1,390 | |
Total depreciation expense | |
$ | 7,878 | | |
$ | 2,978 | |
NOTE 7 – LAND USE RIGHTS
The balances of intangible assets are as follows:
| |
June 30, 2014 | | |
June 30, 2013 | |
Land use rights | |
$ | 222,986 | | |
$ | 112,980 | |
Less: Accumulated amortization | |
| (6,508 | ) | |
| (3,279 | ) |
Land use rights, net | |
$ | 216,478 | | |
$ | 109,702 | |
The amortization for the year ended June 30,
2014 and 2013 were $4,880 and $3,279, respectively.
NOTE 8 - RELATED PARTY TRANSACTIONS
As of June 30,
2014, Parashar Patel, (Chief Executive Officer and Director of the Company), had an outstanding receivable amount of $4,550 from
the Company which he has advanced the amount to the Company to pay administrative and operating expenses. Mr.
Patel provides various consulting and professional services to the Company for which he is compensated. The consulting and professional
fees were $24,000 and $37,950 for the year ended June 30, 2014 and 2013, respectively.
As of June 30, 2014, Syuan Jhu Lin (Shareholder
of the Company) has an outstanding receivable amount of $72,940 from the Company which she has advanced the amount to the Company
to pay administrative and operating expenses.
As of June 30, 2014, Yuan-Hao (Michael) Chang
(Shareholder of the Company) has an outstanding receivable amount of $28,475 from the Company which he has advanced the amount
to the Company to pay administrative and operating expenses.
As of June 30, 2014, Mr. Chang has an outstanding
receivable amount of $221,456 from the Company which he has advanced the amount to the Company as capital investment in a joint
venture to develop, own, and operate an agricultural business in China, PRC (Refer to Note 9 &10).
Mr. Chang also provides various public relation
and professional services to the Company for which he is compensated. The public relation and professional fees were $23,500 and
$15,000 for the year ended June 30, 2014 and 2013 respectively. As of June 30, 2014, the outstanding public relation and professional
fees payable to Mr. Chang was $23,500.
As of June 30, 2014, the Company has an outstanding
payable amount of $100,480 to Mr. Chang (Non-Controlling Interest Owner of Uan Sheng, PRC Operating Company) which he has advanced
the amount to the Company as working capital Company to pay administrative and operating expenses.
As of June 30, 2014, Wan-Fang Liu (Director
of the Company) has an outstanding receivable amount of $417,747 from the Company which she has advanced the amount to the Company
as capital investment in a joint venture to develop, own, and operate an agricultural business in China, PRC and to acquire additional
24% non-controlling interest. (Refer to Note 9 & 10).
As of June 30, 2014, Ms. Liu has an outstanding
receivable amount of $53,764 from the Company which she has advanced the amount to the Company to pay administrative and operating
expenses.
As of June 30, 2014, the Company has an outstanding
payable amount of $20,000 to UAN Cultural & Creative Co., Ltd, an affiliated company which the shareholders and directors of
the Company have certain ownership.
As of June 30, 2014, Mr. Chi-Hung Cheng
(Prior Director of the Company) has an outstanding receivable amount of $52,500 from the Company which he has advanced the
amount to the Company to pay administrative and operating expenses.
The amounts above are due on demand and non-interest
bearing.
NOTE 9 – CONVERTIBLE NOTES PAYABLE
– RELATED PARTIES
On May 31, 2012, the Company entered into Promissory
Note agreements for the outstanding amount of $350,000 with Wan-Fang Liu, Wen-Cheng Huang, and Tsu-Yung Hsu who are Shareholders
and/or Directors of the Company, collectively the “Holders” for operational and possible investment opportunities.
The maturity of the Notes is May 31, 2017 and bear interest at 4% per annum.
On December 1, 2012, the Company and the Holders
entered into an amendment agreement to amend the Original Promissory Notes dated May 31, 2012 above, to add an automatic conversion
clause to the terms of the Notes.
On December 1, 2012, the Company entered into
a convertible note agreement with Yuan-Hao (Michael) Chang (Shareholder of the Company) for the outstanding amounts of HKD 1,222,726
($157,691) which he has advanced the amount to the Company as capital investment in a joint venture to develop, own, and operate
an agricultural business in China, PRC (Refer to Note 10). The maturity of this Note is December 1, 2017 and bear interest at 4%
per annum.
The aggregate outstanding principal and all
unpaid accrued interest due under the Convertible Notes above shall be automatically converted in to a number of units of Common
Stock of the Company equal to (i) the aggregate outstanding principal and unpaid accrued interested due under the Note one year
from issuance date, divided by $0.02 (Two cents), subject to appropriate adjustment in the event of any unit distribution, unit
reverse split, combination, reclassification or other similar recapitalization affecting such units.
Interest expenses incurred on the notes for
the year ended June 30, 2014 and 2013 was $20,308 and $17,679, respectively. Interest payable on the Notes at June 30, 2014 was
$39,153.
NOTE 10 – COMMITMENTS & CONTINGENCIES
Joint Venture Agreement
On May 16, 2012, the Company entered into a
Joint Venture Agreement with Mr. Yuan-Hao Chang (Shareholder of the Company) to develop, own, and operate an agricultural business
in China, PRC. The Company will exploit Mr. Chang’s unique experience, skills, knowledge, and techniques in organic fertilizer
and farming to plant and grow various fruits in China, and to harvest and sell the produced crops and goods for profits.
Pursuant to the agreement, the Company will
own 66% and shall contribute $462,000 as initial capital before October 31, 2012. By October 16, 2012, the Company has contributed
$462,000 and the State Administration of Industry and Commerce (SAIC) of China has
issued the Joint Venture’s Capital Contribution Verification Report, Business License and Permits for the establishment of
the Joint Venture.
On December 1, 2013, the Company acquired additional
interests and increased its ownership to 90%.
Office Space Lease
In June 2012, the Company entered into a six-year
operating lease for a facility in China to meet its needs under the Joint Venture Agreement.
In August 2012, the Company entered into a
one-year operating lease for a facility in China to meet its needs under the Joint Venture Agreement. The lease agreement has not
been extended and the Company does not intend to extend the lease agreement. The Company is currently leasing the facility on a
month to month basis.
Future lease commitments are as follows:
Year Ending | |
Amounts | |
6/30/2015 | |
| 5,069 | |
6/30/2016 | |
| 5,069 | |
6/30/2017 | |
| 5,069 | |
6/30/2018 | |
| 5,069 | |
| |
$ | 20,276 | |
Farm Land Lease
In October 2012, the Company entered into a
20 years land lease consisting of 13.97 acres of land for its agricultural business in China. The lease expires on December 26,
2032. The land is separated into 3 sections consisting of 6.13 acres for Section A, 4.55 acres for Section B, and 3.29 acres for
Section C.
Future lease commitments are payable on October
31st of each year as follows:
Section A is based on the current
year’s national market purchase price of approximately 551lbs (250kg) of grains.
Section B is based on the current
year’s national market purchase price of approximately 441lbs (200kg) of grains.
Section C is based on the current
year’s national market purchase price of approximately 331lbs (150kg) of grains.
In November 2012, the Company entered into
a 13 years land and housing facility lease consisting of 13.97 acres of land for its agricultural business in China. The lease
expires on December 26, 2032. Future lease commitments are payable on August 1st of each year based on the market purchase price
of approximately 49,604lbs (22,500kg) of grains.
In December 2012, the Company entered into
a month to month office space lease in Michigan State for $200 a month.
Total rent expenses for the leases above were
$23,971 and $7,010 for year ended June 30, 2014 and 2013, respectively.
NOTE 11 – INCOME TAXES
UAN Power 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 Lee and UAN Sheng 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 Lee 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 Sheng was established in China and is subject
to China tax laws. However, there is no income tax for agricultural business in China.
At June 30, 2014, the Company has cumulative
U.S. federal net operating loss carry forwards of approximately $936,000 available to offset future taxable income. These net operating
losses are not likely to be fully realized, and consequently a full valuation allowance has been established relating to such deferred
tax assets. This cumulative tax loss expires as early as June 30, 2029.
NOTE 12 – DISCONTINUED OPERATIONS
In November 2012, the Company ceased its limited
business operations in Taiwan where the Company had entered into a Technology Licensing & Transfer Agreement to obtain the
rights to develop, manufacture, market, sell and import products which incorporate or rely upon certain “Triops” technologies
and processes in Taiwan, The People’s Republic of China, the United States, Japan and Korea (the “Taiwan 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.
Summarized financial information for discontinued
operations is as follow:
| |
June 30, 2014 | | |
June 30, 2013 | |
Assets | |
| | | |
| | |
Cash and equivalents | |
$ | 246 | | |
$ | 242 | |
Other current assets | |
| 32 | | |
| 32 | |
Fixed assets, net | |
| — | | |
| — | |
License rights, net | |
| — | | |
| — | |
Other assets | |
| — | | |
| — | |
Total assets of discontinued operations | |
$ | 278 | | |
$ | 274 | |
| |
| | | |
| | |
Liabilities | |
| | | |
| | |
Accounts payables and accrued expenses | |
$ | — | | |
$ | — | |
Other current liabilities | |
| — | | |
| — | |
Total liabilities of discontinued operations | |
$ | — | | |
$ | — | |
| |
For the Year Ended | |
| |
June 30, 2014 | | |
June 30, 2013 | |
Discontinued Operations | |
| | | |
| | |
Revenues, net | |
$ | — | | |
$ | 79,154 | |
| |
| | | |
| | |
Loss from operations of discontinued components | |
$ | — | | |
$ | (24,020 | ) |
Benefit (provision) for income taxes | |
| — | | |
| — | |
Loss from operations of discontinued components, net of tax | |
$ | — | | |
$ | (24,020 | ) |
| |
| | | |
| | |
Disposal | |
| | | |
| | |
Loss on disposal in discontinued components | |
$ | — | | |
$ | (112,090 | ) |
Benefit (provision) for income taxes | |
| — | | |
| — | |
Loss on disposal in discontinued components, net of tax | |
$ | — | | |
$ | (112,090 | ) |
| |
| | | |
| | |
Total loss from discontinued operations, net of tax | |
$ | — | | |
$ | (136,110 | ) |
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
We maintain disclosure controls and
procedures that are designed to ensure that the information disclosed in the reports we file with the Securities and Exchange Commission
under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and
Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our chief executive officer
(our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer),
as appropriate, to allow timely decisions regarding required disclosure.
Management, including our chief executive
officer (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting
officer), evaluated the effectiveness of our disclosure controls and procedures, as of June 30, 2014, in accordance with Rules
13a-15(b) and 15d-15(b) of the Securities and Exchange Act of 1934, as amended are not effective to ensure the information required
to be disclosed by us in the reports that we file or submit under the Securities and Exchange Act of 1934, as amended is recorded,
processed, summarized and reported within the time period specified in SEC rules and forms.
Our management, including our chief
executive officer (our principal executive officer) and our chief financial officer (our principal financial officer and principal
accounting officer), do not expect that our disclosure controls, and procedures or internal controls will prevent all possible
error and fraud. Our disclosure controls and procedures are, however, designed to provide reasonable assurance of achieving their
objectives, and our chief executive officer (our principal executive officer) and our chief financial officer (our principal financial
officer and principal accounting officer) have concluded that our financial controls and procedures are not effective at that reasonable
assurance level.
Management's Annual Report on Internal
Control over Financial Reporting
Our management is responsible for establishing
and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is the process
designed by and under the supervision of our chief executive officer (our principal executive officer) and our chief financial
officer (our principal financial officer and principal accounting officer), or the persons performing similar functions, to provide
reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external
reporting in accordance with accounting principles generally accepted in the United States of America. These officers have evaluated
the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal Control over Financial Reporting - Guidance for Smaller Public Companies.
Our chief executive officer (our principal
executive officer) and our chief financial officer (our principal financial officer and principal accounting officer) have assessed
the effectiveness of our internal control over financial reporting as of June 30, 2014, and concluded that it was effective based
on those criteria.
This annual report does not include
an attestation report of 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 temporary rules of the Commission that
permit our company to provide only management's report in this annual report.
Changes in Internal Controls
During the period covered by this report
there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
Item 9B. Other Information
Effective November 18, 2013, Chung Hua
Yang resigned as chief financial officer of our company. The resignation was not the result of any disagreements with our company
regarding our operations, policies, practices or otherwise.
Effective November 28, 2013, we appointed
Yun-Mi Han as chief financial officer of our company.
Effective November 29, 2013, Syuan-Jhu
Lin resigned as chairman and as a director of our company and Li-Feng Lee resigned as a director of our company. Their resignations
were not the result of any disagreements with our company regarding our operations, policies, practices or otherwise.
Effective November 29, 2013, we appointed
our director, Wan-Fang Liu, as chairman of our company.
Effective December 23, 2013, we appointed
Dr. Hans C. Justice Chang as chief operating officer of our company.
PART III
Item 10. Directors, Executive Officers and Corporate
Governance
The following individuals serve as the
directors and executive officers of our company as of the date of this annual report. All directors of our company hold office
until the next annual meeting of our shareholders or until their successors have been elected and qualified. The executive officers
of our company are appointed by our board of directors and hold office until their death, resignation or removal from office.
Name |
Position Held
with our company |
Age |
Date First Elected or
Appointed |
Parashar Patel |
President, Chief Executive Officer and Director |
61 |
May 23, 2011 |
Wan-Fang Liu |
Director and Chairman |
47 |
May 23 2011 |
Chih-Wei Chuang |
Director |
30 |
July 10, 2012 |
Yun-Mi Han |
Chief Financial Officer |
31 |
November 28, 2013 |
Hans C. Justice Chang |
Chief Operating Officer |
|
December 23, 2013 |
Business Experience
The following is a brief account of
the education and business experience during at least the past five years of each director, executive officer and key employee
of our company, indicating the person’s principal occupation during that period, and the name and principal business of the
organization in which such occupation and employment were carried out.
Parashar Patel – President,
Chief Executive Officer and Director
Parashar Patel has served as president,
chief executive officer and a director of our company since May 23, 2011. Mr. Patel has also served as the chief executive officer
and member of the board of directors of UAN Cultural & Creative Co., Ltd. since 2010. 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. Our board of directors concluded that
Mr. Patel is uniquely qualified to serve as a director and as president and chief executive officer based on his past and current
leadership and executive roles, financial skills and business judgment.
Wan-Fang Liu – Director
and Chairman
Wan-Fang Liu has served
as a director of our company since May 23, 2011 and was appointed as Chairman of our company on November 29, 2013. Ms. Liu has
been a member of the board of directors of UAN Cultural & Creative Co., Ltd. since June 2010. Since 2004, Ms. Liu has served
as the president of Natural Beauty Inc. of ShenZhen, China, the principal products of which are cosmetics and other beauty products.
Natural Beauty is listed on the Hong Kong exchange. Our board of directors has concluded that Ms. Liu is qualified to serve as
a director based on her experience with day-to-day business operations and service as a director of another publicly listed company.
Chih-Wei
Chuang – Director
Chih-Wei
Chuang has served as a director of our company since July 10, 2012. Mr. Chuang has served as a sales manager of Ta
Fung Pharmaceutical Co., Ltd., a pharmaceutical corporation, for more than five years, where he has contributed to the increase
in the company’s sales. Mr. Chuang is a graduate of the University of Southern Taiwan, Tainan, where he majored in pharmacy
and science. Our board of directors has concluded that Mr. Chuang is qualified to serve as a director based on his prior
experience and on his particular skills in the area of sales and sales management.
Yun-Mi Han – Chief Financial
Officer
Yun-Mi Han has served as chief financial
officer of our company since November 28, 2013. From 2008 to 2010, Mr. Han served as financial manager of our company in Taiwan.
Yun-Mi Han has served as financial manager of UAN Cultural & Creative Co., Ltd. since 2010 with respect to the 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 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. Mr. Han earned a bachelor’s degree from
Beijing Normal University, graduating in 2008, where he specialized in Chinese and minor in accounting.
Dr. Hans C. Justice Chang
– Chief Operating Officer
Dr. Hans C.
Justice Chang has served as chief operating officer of our company 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.
Board Committees
Our board of directors has not established
audit, nominating or compensation committees. Due to our company’s extremely limited operations at the present time, the
board of directors believes such committees are unnecessary and currently has no plans to establish these or any other committees
of the board.
Terms of Office
Our directors are appointed for one-year
terms to hold office until the next annual meeting of our shareholders or until they resign or are removed from office in accordance
with our by-laws. Our officers are appointed by our Board of directors and hold office until they resign or are removed by the
board.
Family Relationships
There are no family relationships between
any of our directors, executive officers and proposed directors or executive officers.
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; |
| 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. |
Conflicts of Interest
There are no conflicts of interest.
Further, we have not established any policies to deal with possible future conflicts of interest. -
Audit Committee Financial Expert
We do not have an audit committee financial
expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert
at this time is prohibitive. Further, because we have no operations, at the present time, we believe the services of a financial
expert are not warranted.
Section 16(a) Beneficial Ownership
Compliance
Section 16(a) of the Securities Exchange
Act requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding
ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of
those filings. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting
persons, we believe that during the year ended April 30, 2014, all filing requirements applicable to its officers, directors and
greater than 10% percent beneficial owners 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 |
Yun-Mi Han |
1 |
0 |
0 |
Hans C. Justice Chang |
1 |
0 |
1 |
| (1) | The named officer, director or greater than 10% stockholder, as applicable,
filed a late Form 3 – Initial Statement of Beneficial Ownership of Securities. |
Code of Ethics
We have adopted a Code of Ethics that
applies to, among other persons, our company’s principal executive officers and senior financial executives, as well as persons
performing similar functions. As adopted, our Code of Ethics sets forth written policies 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 all reports and documents that the
Corporation files with, or submits to, the Securities and Exchange Commission ("SEC") and in other public communications
made by the Corporation that are within the Senior Officer’s area of responsibility; |
| · | compliance with applicable governmental laws, rules and regulations; |
| · | the prompt internal reporting of violations of the Code; and |
| · | accountability for adherence to the Code. |
Our Code of Ethics was filed with the
Securities and Exchange Commission as Exhibit 14.1 to our annual report on Form 10-K on October 15, 2012. We will provide a copy
of the Code of Ethics to any person without charge, upon request. Requests can be sent to: UAN Power Corp., 102 North Avenue, Mount
Clemens, Michigan 48043.
Item 11. Executive Compensation
The particulars of the compensation
paid to the following persons:
| (a) | our principal executive officer; |
| (b) | our principal financial officer; |
| (c) | each of our three most highly compensated executive officers who were serving as executive officers
at the end of the years ended June 30, 2014 and 2013; and |
| (d) | 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 June 30, 2014 and 2013, |
whom 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
Nonqualified
Deferred
Compensation
Earnings
($) |
All
Other
Compensation
($) |
Total
($) |
Parashar Patel(1)
President, Chief Executive Officer and Director |
2014
2013 |
Nil
Nil |
Nil
Nil |
Nil
Nil |
Nil
Nil |
Nil
Nil |
Nil
Nil |
$24,000
$37,950 |
$24,000
$37,950 |
Chung Hua Yang(2)
Former Chief Financial Officer |
2014
2013 |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
Yun-Mi Han(3)
Chief Financial Officer |
2014
2013 |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
| (1) | Parashar has acted as our president, chief executive officer and a
director since May 23, 2011. |
| (2) | Chung Hua Yang resigned as chief financial officer of our company
on November 18, 2013. |
| (3) | Yun-Mi Han has acted as our chief financial officer since November
28, 2013. |
Narrative Disclosure to Summary Compensation
Table
There are no employment contracts, compensatory
plans or arrangements, including payments to be received from our company with respect to any executive officer, that would result
in payments to such person because of his or her resignation, retirement or other termination of employment with our company, or
its subsidiaries, any change in control, or a change in the person’s responsibilities following a change in control of our
company. -
Stock Option Plan
Currently, we do not have a stock option
plan in favor of any director, officer, consultant or employee of our company.
Stock Options/SAR Grants
During our fiscal year ended June 30,
2014 there were no options granted to our named officers or directors.
Outstanding Equity Awards at Fiscal
Year End
No equity awards were outstanding as
of the year ended June 30, 2014.
Long-Term Incentive Plan Awards
No awards under any long-term incentive
plan were made from inception through June 30, 2014 to any of the executive officers named in the Summary Compensation Table.
Director Compensation
Directors are permitted to receive fixed
fees and other compensation for their services as directors. The board of directors has the authority to fix the compensation of
directors. No amounts have been paid to, or accrued to, directors in such capacity.
We have determined that none of our
directors are independent directors, as that term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange
Act of 1934, as amended, and as defined by Rule 4200(a)(15) of the NASDAQ Marketplace Rules.
Employment Agreements
We do not currently have employment
agreements in place with any of our officers.
Pension, Retirement or Similar Benefit
Plans
There are no arrangements or plans in
which we provide pension, retirement or similar benefits for 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.
Indebtedness of Directors, Senior
Officers, Executive Officers and Other Management
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.
Item 12. Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth certain
information concerning the number of shares of our common stock owned beneficially as of October 9, 2014, by: (i) each of our directors;
(ii) each of our named executive officers; and (iii) each person or group known by us to beneficially own more than 5% of our outstanding
shares of common stock. Unless otherwise indicated, the shareholders listed below possess sole voting and investment power with
respect to the shares they own.
Name and Address of Beneficial Owner |
Amount and Nature of
Beneficial Ownership (1) |
Percentage
of Class |
Parashar Patel(2)
102 North Avenue, Mount Clemens, Michigan, 48043 |
150,000 Common |
* |
Wan-Fang Liu(5)
102 North Avenue, Mount Clemens, Michigan, 48043 |
27,500,000 Common |
35.13% |
Chih-Wei Chuang(4)
102 North Avenue, Mount Clemens, Michigan, 48043 |
2,005,000 Common |
2.56% |
Yun-Mi Han(5)
102 North Avenue, Mount Clemens, Michigan, 48043 |
Nil |
0% |
Hans C. Justice Chang(6)
102 North Avenue, Mount Clemens, Michigan, 48043 |
Nil |
0% |
Directors and Executive Officers as a Group |
33,405,000 Common |
45.68% |
* Less than 1 percent.
| (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 October 9, 2014.
As of October 9, 2014, there were 78,273,000 shares of our company’s common stock issued and outstanding. |
| (2) | Parashar has acted as our president, chief executive officer and a director since May 23, 2011. |
| (3) | Wan-Fang Liu has acted as a director of our company since May 23, 2011 and was appointed as Chairman
of our company on November 29, 2013. |
| (4) | Chih-Wei Chuang has acted as a director of our company since July 10, 2012. |
| (5) | Yun-Mi Han has acted as our chief financial officer since November 28, 2013. |
| (6) | Dr. Hans C. Justice Chang has acted as our chief operating officer since December 23, 2013. |
To our knowledge, there are no arrangements,
including any pledge by any person of our common stock that may result in a change in control of our company at a future date.
Item 13. Certain Relationships and Related Transactions,
and Director Independence
Related-Party Transactions
Transactions with related parties, including,
but not limited to, members of our board of directors, are reviewed and approved by all members of the board of directors. In the
event a transaction with a member of the board is contemplated, the director having a beneficial interest in the transaction is
not allowed to participate in the decision-making and approval process. The policies and procedures surrounding the review, approval
or ratification of related party transactions are not in writing, nevertheless, such reviews, approvals and ratifications of related
party transactions are documented in the minutes of the meetings of the board of directors as appropriate and any such transactions
are committed to writing between the related party and our company in an executed engagement agreement.
As of June 30, 2014, Parashar Patel,
our chief executive officer and director, had an outstanding receivable amount of $4,550 from our company which he has advanced
the amount to our company to pay administrative and operating expenses. Mr. Patel provides various consulting and professional
services to our company for which he is compensated. The consulting and professional fees were $24,000 and $37,950 for the years
ended June 30, 2014 and 2013, respectively.
As of June 30, 2014, Syuan Jhu Lin,
our former chairman of the board of directors and a director of our company, has an outstanding receivable amount of $72,490 from
our company which she has advanced the amount to our company to pay administrative and operating expenses.
As of June 30, 2014, Yuan-Hao (Michael)
Chang, a shareholder of our company, has an outstanding receivable amount of $28,475 from our company which he has advanced the
amount to our company to pay administrative and operating expenses.
As of June 30, 2014, Mr. Chang has an
outstanding receivable amount of $221,456 from our company which he has advanced the amount to our company as capital investment
in a joint venture to develop, own, and operate an agricultural business in China, PRC.
Mr. Chang also provides various public
relation and professional services to our company for which he is compensated. The public relation and professional fees were $23,500and
$15,000 for the years ended June 30, 2014 and 2013 respectively. As of June 30, 2014, the outstanding public relation and professional
fees payable to Mr. Chang was $23,500.
As of June 30, 2014, our company has
an outstanding payable amount of $100,480 to
Mr. Chang, joint venture of our company which he has advanced the amount to our company as working capital for our company to
pay administrative and operating expenses.
As of June 30, 2014, Wan-Fang Liu (Director
of the Company) has an outstanding receivable amount of $417,747 from the Company which she has advanced the amount to the Company
as capital investment in a joint venture to develop, own, and operate an agricultural business in China, PRC and to acquire additional
24% non-controlling interest. (Refer to Note 9 & 10).
As of June 30, 2014, Ms. Liu has an outstanding
receivable amount of $53,764 from the Company which she has advanced the amount to the Company to pay administrative and operating
expenses.
As of June 30, 2014, our company has
an outstanding payable amount of $20,000 to UAN Cultural & Creative Co., Ltd, an affiliated company which the shareholders
and directors of our company have certain ownership.
As of June 30, 2014, Mr. Chi-Hung Cheng
(Prior Director of the Company) has an outstanding receivable amount of $52,500 from the Company which he has advanced the
amount to the Company to pay administrative and operating expenses.
The amounts above are due on demand and non-interest
bearing.
Independence of the Board of Directors
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 six
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,one of our directors, Chih-Wei Chuang, would be considered independent. 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 year ended June 30, 2014 and for fiscal year ended June 30, 2013 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
June 30,
2014 |
Year Ended
June 30,
2013 |
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 |
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.
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 |
Corporate Charter (incorporated by reference to our Registration Statement on Form S-1 filed on September 28, 2009). |
3.2 |
Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1 filed on September 28, 2009). |
3.3 |
Bylaws (incorporated by reference to our Registration Statement on Form S-1 filed on September 28, 2009). |
3.4 |
Certificate of Amendment (incorporated by reference to our Current Report on Form 8-K filed on September 5, 2014) |
(10) |
Material Contracts |
10.1 |
Stock Purchase Agreement dated May 23, 2011 between our company and David Dreslin, Entrust of Tampa Bay FBO Edward G. Mass, and Entrust of Tampa Bay FBO Van Nguyen and Michael Toups (incorporate by reference to our Current Report on Form 8-K filed on May 24, 2011). |
10.2 |
Return to Treasury Agreement dated May 23, 2011 between our company and Wan-Fang Liu (incorporate by reference to our Current Report on Form 8-K filed on May 24, 2011). |
10.3 |
Stock Purchase Agreement dated May 23, 2011 between our company and David Dreslin, Entrust of Tampa Bay FBO Edward G. Mass, and Entrust of Tampa Bay FBO Van Nguyen and Michael Toups (incorporated by reference to our General Statement of Acquisition of Beneficial Ownership on Schedule 13D filed on June 7, 2011). |
10.4 |
Form of Subscription Agreement (incorporated by reference to our Current Report on Form 8-K filed on July 28, 2011). |
10.5 |
License and Technology Transfer Agreement dated September 14, 2011 between our company and Professor S.H. Hsu (incorporated by referenced to our Quarterly Report on Form 10-K filed on November 21, 2011). |
10.6. |
Tenancy Agreement dated August 25, 2011 between Ideal Development Enterprise Co., Ltd. (incorporated by referenced to our Quarterly Report on Form 10-K filed on November 21, 2011). |
10.7 |
Agent Contract dated September 23, 2011 between our company and Uan Biotech Co., Ltd. (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 17, 2012). |
10.8 |
Sales Contract dated September 8, 2011 between our company and Asia News Network Co., Ltd. (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 17, 2012). |
10.9 |
Promissory Note dated May 31, 2012 between our company and Wan-Fang Liu (incorporated by reference to our Annual Report on Form 10-K filed on October 15, 2012). |
10.10 |
Promissory Note dated May 31, 2012 between our company and Wen-Cheng Huang (incorporated by reference to our Annual Report on Form 10-K filed on October 15, 2012). |
10.11 |
Promissory Note dated May 31, 2012 between our company and Tzu-Yung Hsu (incorporated by reference to our Annual Report on Form 10-K filed on October 15, 2012). |
10.12 |
Joint Venture Agreement dated May 16, 2012 between our company and Yuan-Hao Chang (incorporated by reference to our Annual Report on Form 10-K filed on October 15, 2012). |
10.14 |
Concession Agreement dated October 18, 2012 between UAN Sheng (Fujian) Agricultural Technology Co. Ltd. and Lin Changbin (incorporated by reference to our Current Report on Form 8-K filed on December 31, 2012). |
10.16 |
Renting Agreement dated July 2, 2012 between UAN Sheng (Fujian) Agricultural Technology Co. Ltd. and Jianyang City Construction Supervision Team Masha Squadron (incorporated by reference to our Current Report on Form 8-K filed on December 31, 2012). |
Exhibit
Number |
Description |
10.17 |
Lease Agreement dated August 8, 2012 between UAN Sheng (Fujian) Agricultural Technology Co. Ltd. and Yongliang Yang (incorporated by reference to our Current Report on Form 8-K filed on December 31, 2012). |
10.18 |
Convertible Promissory Note dated December 1, 2012 between our company and Yuan-Hao (Michael) Chang (incorporated by reference to our Current Report on Form 10-Q filed on March 18, 2013). |
10.19 |
Global Amendment to Term Promissory Notes dated December 1, 2012 between our company and each of Wan-Fang Liu, Wen-Cheng Huang and Tsu-Yung Hsu. (incorporated by reference to our Current Report on Form 10-Q filed on March 18, 2013). |
(14) |
Code of Ethics |
14.1 |
Code of Ethics (incorporated by reference to our Annual Report on Form 10-K filed on October 15, 2012). |
(21) |
Subsidiaries of Registrant |
21.1 |
UAN Lee Agricultural Technology Holding
Limited in Hong Kong.
UAN Sheng Agricultural Technology Development
Limited Company in China, People’s Republic of China. |
(31) |
Rule 13a-14(a)/15d-14(a) Certifications |
31.1* |
Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
31.2* |
Certification of the Principal Financial Officer and Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
(32) |
Section 1350 Certifications |
32.1* |
Certification of the Principal 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 Principal Financial Officer and Principal Accounting 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. |
SIGNATURES
In accordance with Section 13 or 15(d) of the
Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
UAN POWER CORP. |
Dated: October 14, 2014 |
By: |
/s/ Parashar Patel |
|
|
Parashar Patel |
|
|
President, Chief Executive Officer and Director |
|
|
(Principal Executive Officer) |
Dated: October 14, 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: October 14, 2014 |
By: |
/s/ Parashar Patel |
|
|
Parashar Patel |
|
|
President, Chief Executive Officer and Director |
|
|
(Principal Executive Officer) |
Dated: October 14, 2014 |
By: |
/s/ Wan-Fang Liu |
|
|
Wan-Fang Liu |
|
|
Chairman and Director |
Dated: October 14, 2014 |
By: |
/s/ Chih-Hung Cheng |
|
|
Chih-Hung Cheng |
|
|
Director |
EXHIBIT 31.1
CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Parashar Patel, certify that:
| 1. | I have reviewed this Annual Report on Form 10-K of UAN Power Corp.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this report; |
| 4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures
to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being
prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented
in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant's internal control over financial reporting
that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial
reporting; and |
| 5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize
and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant's internal control over financial reporting. |
Date: October 14, 2014
/s/ Parashar Patel
Parashar Patel
President, Chief Executive Officer and Director
(Principal Executive Officer)
EXHIBIT 31.2
CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Yun-Mi Han, certify that:
| 1. | I have reviewed this Annual Report on Form 10-K of UAN Power Corp.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this report; |
| 4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures
to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being
prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented
in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant's internal control over financial reporting
that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial
reporting; and |
| 5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize
and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant's internal control over financial reporting. |
Date: October 14, 2014
/s/ Yun-Mi Han
Yun-Mi Han
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT
TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Parashar Patel, hereby certify, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | the Annual Report on Form 10-K of UAN Power Corp. for the year ended June 30, 2014 (the "Report")
fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | the information contained in the Report fairly presents, in all material respects, the financial
condition and results of operations of UAN Power Corp. |
Dated: October 14, 2014 |
|
|
|
|
|
|
|
|
|
|
/s/ Parashar Patel |
|
|
|
|
Parashar Patel |
|
|
President, Chief Executive Officer and Director |
|
|
(Principal Executive Officer) |
|
|
UAN Power Corp. |
A signed original of this written statement
required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed
form within the electronic version of this written statement required by Section 906, has been provided to UAN Power Corp. and
will be retained by UAN Power Corp. and furnished to the Securities and Exchange Commission or its staff upon request.
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT
TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Yun-Mi Han, hereby certify, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | the Annual Report on Form 10-K of UAN Power Corp. for the year ended June 30, 2014 (the "Report")
fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | the information contained in the Report fairly presents, in all material respects, the financial
condition and results of operations of UAN Power Corp. |
Dated: October 14, 2014 |
|
|
|
|
|
|
|
|
|
|
/s/ Yun-Mi Han |
|
|
|
|
Yun-Mi Han |
|
|
Chief Financial Officer |
|
|
(Principal Financial Officer and Principal Accounting Officer) |
|
|
UAN Power Corp. |
A signed original of this written statement
required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed
form within the electronic version of this written statement required by Section 906, has been provided to UAN Power Corp. and
will be retained by UAN Power Corp. and furnished to the Securities and Exchange Commission or its staff upon request.
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