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EX-16 - UAN Power Corpex16-1.htm




Washington, D.C. 20549




(Amendment No. 1)


Current Report Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of Earliest Event Reported): January 12, 2012




(Exact name of Registrant as Specified in its Charter)



(State or Other Jurisdiction of Incorporation)


000-54334   27-0155619
(Commission File Number)   (I.R.S. Employer Identification Number)


1021 Hill Street, Suite 200

Three Rivers, Michigan 49093

(Address of Principal Executive Offices, including Zip Code)


(586) 530-5605

(Registrant’s Telephone Number, including Area Code)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 



EXPLANATORY NOTE – UAN Power Corp. is filing this Amendment No. 1 on Form 8-K/A to its current report on Form 8-K, which was filed on January 24, 2012, to include additional information required under Item 4.01 and to provide an updated Exhibit 16.1.



Item 4.01.    Changes in Registrant’s Certifying Accountant


On January 13, 2012, UAN Power Corp. (the “Company”) dismissed Seale and Beers, CPAs, LLC (“Seale and Beers”) as our independent registered public accounting firm effective as of such date. On January 13, 2012, our Board of Directors selected Yichien Yeh, an independent certified public accountant, to serve as the auditor for the fiscal year ending June 30, 2012. The decision to change independent registered public accountants was approved by our Board of Directors.


Seale and Beers, CPAs, LLC (“Seale and Beers”) audited our balance sheets as of June 30, 2011 and 2010, and our statements of operations, stockholders’ equity (deficit) and cash flows for the fiscal years ended June 30, 2011 and 2010, and from inception on May 8, 2009 through June 30, 2011. The audit reports of Seale and Beers on our financial statements for those periods contained an explanatory paragraph related to the Company’s ability to continue as a going concern. Except for this “going concern” qualification, Seale and Beers’ reports with respect to those fiscal periods did not contain any adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.


During the fiscal years ended June 30, 2011 and 2010 and through January 13, 2012, there were no disagreements with Seale and Beers on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure that, if not resolved to Seale and Beers’s satisfaction, would have caused Seale and Beers to make reference to the subject matter of the disagreement in connection with its audit reports nor were there any “reportable events” (as that term is described in Item 304(a)(1)(v) of Regulation S-K).


Seale and Beers has issued a letter dated January 25, 2012 addressed to the Securities and Exchange Commission stating that Seale and Beers agrees with the above statements. That letter is included as Exhibit 16.1 to this report.


During our two most recent fiscal years and the subsequent interim period prior to engaging Yichien Yeh, we have not consulted with Mr. Yeh with respect to: (i) the application of accounting principles to a specified transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered on our financial statements; or (iii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).



Item 9.01.    Financial Statements and Exhibits


(d)     Exhibits


Exhibit No. Description
16.1 Letter from Seale and Beers, LLP, dated January 25, 2012, regarding change in certifying accountant




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






By: /s/Parashar Patel     

Parashar Patel

Chief Executive Officer





Date: January 26, 2012