UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

(Amendment No. 1)

 

☒

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011

 

or

 

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________________ to __________________

 

 

Commission File Number 000-15341

 

UAN CULTURAL & CREATIVE CO., LTD.

(Exact name of registrant as specified in its charter)

 

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

 

 

1021 Hill Street, Suite 200, Three Rivers, Michigan	49093
(Address of principal executive offices)	(Zip Code)

 

Registrant's telephone number, including area code (586) 530-5605

 

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

 

Title of each class		Name of each exchange on which registered
None		N/A

 

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

 

 

(Title of Class)

Common Stock, $.0001 par value

Series A Units

Class W Warrants

Class Z Warrants

 

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

 

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

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 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 (ss. 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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

	Large accelerated filer. ☐	Accelerated filer ☐
	Non-accelerated filer ☐ (Do not check if a smaller reporting company)	Smaller reporting company ☒

 

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

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the 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. As of June 30, 2011, the aggregate market value of the common stock of the registrant held by non-affiliates (excluding shares held by directors, officers and others holding more than 5% of the outstanding shares of the class) was $75,506,076, based upon a closing sale price of $2.90 on June 29, 2011.

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of April 11, 2012, the registrant had outstanding 53,668,778 shares of Common Stock.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

None

 

EXPLANATORY PARAGRAPH

 

 

This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends our Annual Report on Form 10-K for the fiscal year ended December 31, 2011, originally filed on April 13, 2012 (the “Original Filing”). We are filing this Amendment to include the information required by Part III and not included in the Original Filing as we will not file our definitive proxy statement within 120 days of our fiscal year ended December 31, 2011. In addition, in connection with the filing of this Amendment and pursuant to Rules 12b-15 and 13a-14 under the Exchange Act, we are including with this Amendment currently dated certifications. Except as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and we have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Filing.

 

 

PART III

 

ITEM 10.   DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

We experienced a change in control on June 30, 2010, both at the stockholder and director levels as the result of the purchase of 35,095,100 (pre-reverse split) shares of our Common Stock, approximately 95.6 percent of our Common Stock which was issued and outstanding on that date, by eight persons and the simultaneous reconstitution of our Board of Directors. On June 30, 2010, upon the closing of these transactions, pursuant to the terms of a stock purchase agreement executed in connection with the sale and purchase of the subject shares, our Board of Directors, which then consisted of Ralph Sheridan, Paul Sonkin and John Mallon, appointed David Chen-Te Yen, Wan-Fang Liu, Tzu-Yung Hsu, Syuan-Jhu Lin and Parashar Patel to our Board of Directors, effective upon the resignation of Messrs. Sheridan, Sonkin and Mallon as members of our Board of Directors. David Chen-Te Yen and Parashar Patel were appointed to serve as Class I members of the Board of Directors; Syuan-Jhu Lin and Wan-Fang Liu were appointed to serve as Class II members of the Board of Directors; and Tzu Yung Hsu was appointed to serve as a Class III member of the Board of Directors.

 

Our new Board of Directors appointed David Chen-Te Yen as our President and the Chairman of our Board of Directors and Parashar Patel as our Chief Executive Officer and Secretary. I-Kai Su was subsequently appointed our Chief Financial Officer. Mr. Su resigned effective as of January 10, 2012 and the Board of Directors appointed Chung Hua Yang as Chief Financial Officer effective as of January 12, 2012.

 

The biographies of our Directors and Executive Officers are as follows:

 

Name		Age		Positions and Offices
Mr. David Chen-Te Yen		46		President, Chairman and Director
Mr. Parashar Patel		58		Chief Executive Officer, Secretary and Director
Mr. Chung Hua Yang		43		Chief Financial Officer
Ms. Syuan-Jhu Lin		51		Director and Taiwan Branch Office Manager
Ms. Wan-Fang Liu		45		Director
Mr. Tzu-Yung Hsu		41		Director

 

Mr. David Chen-Te Yen has been our President and the Chairman of our Board of Directors since June 30, 2010. Since July, 2007, Mr. Yen has served as the Chief Executive Officer (Asian Division) of Mineral Mining Corporation (a Colorado public company listed on the Frankfurt Exchange) where his responsibilities include overseeing the company’s Asian operations, including mergers and acquisitions, business development, planning, and administration. From 2003 to 2007, Mr. Yen served as the Chief Executive Officer of De Yi Biotech Ltd., which manufactures environmental friendly containers and kitchen equipment such as disposable bowls and dishes). In addition to his responsibilities for day-to-day operations of the company, Mr. Yen focused on business development and research and development. From 1992 to 2003, he served as the Chief Operating Officer of Long Yen Funeral Services, which is the largest crematory company in Taiwan, where he was responsible for day-to- day operations. Mr. Yen was awarded a B. S. Degree from Taipei College of Maritime Technology. The Company believes that Mr. Yen’s extensive business, operational and management experience and his significant business connections in both the United States and East Asia give him the qualifications and skills to serve as a director of the Company.

 

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

 

Ms. Syuan-Jhu Lin has been a member of our Board of Directors since June 30, 2010. Ms. Lin serves as the manager of the branch office we recently formed in Taiwan. Since 2004, Ms. Lin has served as the Chief Executive Officer of Espoir Nature, Inc., a cosmetic and herbal medicine company based in Taiwan where she is responsible for the day-to-day operations of the company. She was awarded a B.S. in accounting from National Open University in Taiwan. The Company believes that Ms. Lin’s business and operational experience give her the qualifications and skills to serve as a director of the Company.

 

Ms. Wan-Fang Liu has been a member of Board of Directors since June 30, 2010. Since 2004, Ms. Liu has served as the President of Natural Beauty Inc. of ShenZhen, China. Ms. Liu is in charge of the day-to-day operations of this company, the principal products of which are cosmetics and other beauty products. The company, headquartered in Hong Kong, is a public company listed on the Hong Kong exchange. The Company believes that Ms. Liu’s business and operational experience give her the qualifications and skills to serve as a director of the Company.

 

Mr. Tzu-Yung Hsu has been a member of Board of Directors since June 30, 2010. Since 1998, Mr. Hsu has served as the Chief Executive Officer of Guo-Xun Marketing Consultant, Inc. The main focus of the company is web design, information technology services, marketing and consulting for small and medium-sized companies from various industries in Taiwan. The Company believes that Mr. Hsu’s business experience and, in particular his substantial experience in sales and marketing, gives him the qualifications and skills to serve as a director of the Company.

 

Mr. Chung Hua Yang has been our Chief Financial Officer since January 12, 2012. Mr. Yang has served in both domestic and foreign corporations over the past 20 years, including Kestronics Electronics Co., Casio Factory Automation, Woo-up Digital Technology, Joytown Bio-tech, Mineral Mining Corp. and Chung Hwa Asset Management Company. Mr. Yang’s responsibilities in these companies have varied from sales and marketing, operations, internal consulting and direct management. In certain of these positions, Mr. Yang had direct responsibility for company or division-level financial results. Mr. Yang is a graduate of the Technology and Science Institute of Northern Taiwan, Taipei. Mr. Yang also holds Corporation Lecturer Certificate from the Taiwan Academy of Banking and Finance and is pursuing an Executive MBA degree at the National Taiwan University.

 

The following consultants make significant contributions to our business.

 

Mr. Yung Chien Wu has been our Chief Art Consultant since August 2010. From 2006 to July 2010, Mr. Wu has served as representative of Yoken Corporation Identity Co., Ltd. in Shanghai (a consulting firm specializing in creation and maintenance of corporate branding and images) where his responsibilities included overseeing the firm’s operations, planning, and administration. From 2004 to 2005, Mr. Wu served as an adviser to MD Corporation Identity Co., Ltd. where his responsibilities included brand management and developing and maintaining the corporation’s image. He also was responsible for specific projects. Mr. Wu also owns and operates a consulting firm, Yong Jian Corporate Image Planning & Consulting Ltd. Mr. Wu designed “Hai-Bao,” the mascot of the Shanghai Expo, the 2010 world’s fair. Mr. Wu has also taught art and design in several well-known universities in China. Through teaching, Mr. Wu has developed relationships with university staff and many young artists. Mr. Wu is well-known as a designer and artist in mainland China and Taiwan.

 

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

 

Information Concerning the Board of Directors, Board Committees and Corporate Governance

 

Board Composition

 

Our Board of Directors consists of five directors. Our securities are not listed on a national securities exchange, or an inter-dealer quotation system that has requirements that a majority of the board of directors be independent. Under NASDAQ Rule 5605(a) (2) (A), a director is not considered to be independent if he or she also is an executive officer or employee of the corporation. Under such definition, our directors David Chen-Te Yen, Parashar Patel, Syuan-Jhu Lin and Tzu-Yung Hsu would not be considered independent because they also serve as either executive officers or employees of the Company. Our director Wan-Fang Liu 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.

 

Committees of the Board

 

Since our Common Stock is quoted on the OTC Bulletin Board, our Board of Directors has no immediate plans or need to establish an audit committee with a financial expert or a compensation committee to determine guidelines for determining the compensation of its executive officers or directors. For similar reasons, we have not adopted a written policy for considering recommendations from stockholders for candidates to serve as directors or with respect to communications from stockholders.

 

Board Meetings and Stockholder Communications

 

The Board of Directors conducted all of its business and approved all corporate actions during the year ended December 31, 2011 by the unanimous written consent of its members, in lieu of holding formal board meetings. Holders of the Company’s securities can send communications to the Board via mail or telephone to the Chief Executive Officer at the Company’s principal executive offices. The Company has not yet established a policy with respect to Board members’ attendance at the annual meetings. A stockholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our Chief Executive Officer at the address appearing on the first page of this annual report.

 

Family Relationships

 

None. 

 

Conflicts of Interest

 

We are not aware of any current conflicts of interest between our officers and directors, and us. However, certain potential conflicts of interests may arise in the future.

 

From time to time, one or more of our affiliates may form or hold an ownership interest in and/or manage other businesses both related and unrelated to the type of business that we own and operate. These persons may continue to form, hold an ownership interest in and/or manage additional other businesses which may compete with ours with respect to operations, including financing and marketing, management time and services and potential customers. These activities may give rise to conflicts between or among the interests of us and other businesses with which our affiliates are associated. Our affiliates are in no way prohibited from undertaking such activities, and neither we nor our stockholders will have any right to require participation in such other activities.

 

Further, because we may transact business with some of our officers, directors and affiliates, as well as with firms in which some of our officers, directors or affiliates have a material interest, potential conflicts may arise between the respective interests of us and these related persons or entities. We believe that such transactions will be effected on terms at least as favorable to us as those available from unrelated third parties.

 

Term of Office

 

Our directors are appointed for staggered three-year terms. Our officers are appointed by our Board of Directors and hold office until removed by the Board. All officers and directors listed above will remain in office until their successors have been duly elected and qualified. There are no agreements with respect to the election of directors.

 

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our securities to file reports of ownership and changes in ownership with the SEC. Based solely on a review of copies of such forms submitted to the Company, we believe that all persons subject to the requirements of Section 16(a) filed such reports on a timely basis in 2011, with the exception of Mr. Chung Hua Yang, who filed his initial report on Form 3 on January 31, 2012 with respect to his ownership of shares of our Common Stock as of January 12, 2012, the date of his appointment as our Chief Financial Officer.

 

Code of Ethics

 

The Company has adopted a written code of ethics that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer and any persons performing similar functions. The Company will provide a copy of its code of ethics to any person without charge upon written request addressed to 1021 Hill Street, Suite 200, Three Rivers, Michigan 49093.

 

ITEM 11.   EXECUTIVE COMPENSATION

 

The following table shows for the years ended December 31, 2011 and 2010, respectively, certain compensation awarded or paid to, or earned by, our Chief Executive Officer, our President and our Chief Financial Officer. None of our executive officers earned more than $100,000 in salary and bonus for 2011 or 2010. We did not grant options to acquire shares of our Common Stock during the periods indicated.

 

Executive Officers

 

Summary Compensation Table

 

Name and Principal Position		Year Ended December 31,				Salary ($)				Bonus ($)				Stock Awards ($)				All Other Compensation ($)				Total ($)
Parashar Patel (1)			2011			$	54,000			$	—			$	—			$	—			$	54,000
Chief Executive
Officer, Secretary			2010				13,500				—				—				—				13,500
and Director
David Chen-Te Yen (2)			2011			$	—			$	—			$	—			$	—			$	—
President,
Chairman and			2010				—				—				—				—				—
Director
I-Kai Su (3)			2011			$	7,844			$	—			$	—			$	—			$	7,844
Chief Financial
Officer			2010				—				—				—				—				—

 

(1)     Mr. Patel has served as our Chief Executive Officer since June 30, 2010.

(2)     Mr. Yen has served as our President since June 30, 2010.

(3)     Mr. Su served as our Chief Financial Officer from June 30, 2010 through January 10, 2012. Salary reflects the U.S. dollar equivalent of Mr. Su’s compensation of NTD238,276, at the exchange rate prevailing as of December 31, 2011.

 

Director Compensation

 

The following table shows information regarding the compensation earned during the years ended December 31, 2011 and 2010 by members of our Board of Directors.

 

 

Director		Year			Fees Earned or Paid in Cash		Stock Awards		Option Awards		Non- Equity Incentive Plan Compensation		Change in Pension Value and Nonqualified Deferred Compensation Earnings		All Other Compensation				Total
David Chen-Te Yen			2011 2010													— —				— —
Parashar Patel (1)			2011 2010													54,000 13,500				54,000 13,500
Syuan-Jhu Lin (1)(2)			2011 2010													5,926 10,000				5,926 10,000
Wan-Fang Liu			2011 2010													— —				—  —
Tzu-Yung Hsu (1)(3)			2011 2010													10,370 10,000				10,370 10,000

 

 

(1)     The compensation listed herein relates to services rendered to the Company by the named individuals unrelated to their services as members of the Company’s Board of Directors.

(2)     Compensation reflects the U.S. dollar equivalent of Ms. Lin’s compensation of NTD180,000, at the exchange rate prevailing as of December 31, 2011.

(3)     Compensation reflects the U.S. dollar equivalent of Mr. Hsu’s compensation of NTD315,000, at the exchange rate prevailing as of December 31, 2011.

 

Incentive Plans

 

We have not adopted a stock incentive or similar plan.

 

Pension Benefits

 

There were no pension benefit plans in effect in 2011 or 2010.

 

Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans

 

There were no nonqualified defined contributions or other nonqualified deferred compensation plans in effect in 2011 or 2010.

 

Option Grants in Last Fiscal Year

 

We did not grant to the any of the executive officers named in the table above, or any other person, options to purchase shares of our Common Stock in 2011 or 2010.

 

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values

 

None of our officers held options to purchase shares of our Common Stock during 2011 or 2010.

 

Employment Agreements

 

We have entered into employment agreements with Mr. Yang, our Chief Financial Officer, and Ms. Lin, who serves as the manager of the branch office we recently formed in Taiwan. Mr. Yang’s salary is approximately $1,200 and Ms. Lin’s salary ranges from approximately $1,200 to $1,500 per month. Mr. Yang and Ms. Lin are each eligible for bonus payments as may be determined in the sole discretion of the Company’s Board of Directors. Their employment may be terminated on one month’s notice or the payment of one month’s salary in lieu of notice. Mr. Hsu had a similar employment agreement under which he was paid $2,500 per month. Mr. Hsu’s employment agreement was terminated when he stepped down as manager of the branch in September 2011. We have entered into employment agreements with each of our other employees, other than our Chief Executive Officer and President. Each of these agreements may be terminated on 30-days’ notice by either party. The highest fixed salary paid to any employee of the Company is $4,500 per month, which is paid to our Chief Executive Officer.

 

Director Compensation

 

We have not compensated our Board members for their participation on the Board and do not have any standard or other arrangements for compensating them for such services. We may issue shares of our Common Stock or options to acquire shares of our Common Stock to members of our Board of Directors in consideration for their services as members of our Board of Directors. We do reimburse Directors for expenses incurred in connection with their attendance at meetings of the Board of Directors.

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MENAGEMENT AND RELATED STOCKHOLDER MATTERS

 

The following table sets forth, as of April 11, 2012, certain information regarding the ownership of our voting securities by each stockholder known to our management to be (i) the beneficial owner of more than 5 percent of our outstanding Common Stock, (ii) our Directors, (iii) our named executive officers, and (iv) all executive officers and directors as a group. We believe that, except as otherwise indicated, the beneficial owners of the Common Stock listed below, based on information furnished by such owners, have sole investment and voting power with respect to such shares. Percentage of ownership is based on 53,668,778 shares of Common Stock issued and outstanding at April 11, 2012, plus, as to the holder thereof only and no other person, the number of shares of Common Stock which may be acquired on conversion of our preferred stock or are subject to options, warrants and convertible debentures exercisable or convertible within 60 days of March 31, 2102 by that person.

 

Name and Address of Beneficial Owner (1)		Number of Shares of Beneficial Owner			Percent of Class
David Chen-Te Yen (2)		22,570,000			42.1	%
Parashar Patel (3)		100,000			*	%
Syuan-Jhu Lin (4)		1,650,000			3.1	%
Wan-Fang Liu (5)		1,650,000			3.1	%
Tzu Yung Hsu (6)		1,650,000			3.1	%
Chung Hua Yang (7)		-0-			-0-
All directors and executive officers as a group (6 persons):		27,620,000			51.5	%

 

_____________________

 

* Less than 1 percent.

 

(1)     The business address of the stockholders named in the table above is in care of UAN Cultural & Creative Co., Ltd., 1021 Hill Street, Suite 200, Three Rivers, Michigan 49093.

(2)     David Chen-Te Yen is the Company’s President and Chairman of the Board.

(3)     Parashar Patel is the Company’s Chief Executive Officer, Secretary and a Director.

(4)     Syuan-Jhu Lin is a Director of the Company and serves as the manager of our branch office in Taiwan.

(5)     Wan-Fang Liu is a Director of the Company.

(6)     Tzu Yung Hsu is a Director of the Company.

(7)     Chung Hua Yang is the Company’s Chief Financial Officer.

 

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

In July 2010, two of our stockholders, David Chen-Te Yen and Yuan-Hao Chang, loaned us $300,000 and $200,000, respectively. David Chen-Te Yen is our President and the Chairman of our Board of Directors, and owns approximately 42.1% of our Common Stock. These loans were evidenced by demand promissory notes bearing interest at the rate of 8% per annum, compounded daily. The $300,000 loan from David Chen-Te Yen was repaid in December 2010; accrued interest of $8,482 remains unpaid at December 31, 2011. The $200,000 loan from Yuan-Hao Chang was repaid on November 1, 2011; accrued interest of $20,077 remains unpaid at December 31, 2011.

 

At December 31, 2011, David Chen-Te Yen and Mr. Yuan-Hao Chang, our Public Relations Consultant, had advanced the Company $32,744 and $63,964, respectively, to support our operations in Taiwan; and Mr. Patel had advanced the Company $3,283. These advances are due upon demand and are non-interest bearing.

 

Each member of our Board of Directors (two of whom, Mr. Patel and Mr. Yen are also executive officers of the Company) acquired shares or our Common Stock in our 2010 private placement, as follows: (i) David Chen-Te Yen, 20,000,000 shares for $400,000; (ii) Parashar Patel, 100,000 shares for $2,000; and (iii) Syuan-Jhu Lin, Wan-Fang Liu and Tzu Yung Hsu, 1,500,000 shares each, for $30,000 from each director.

 

We have entered into employment agreements with Mr. Yang, our Chief Financial Officer, and Ms. Lin, who serves as the manager of the branch office we recently formed in Taiwan. Each of these agreements may be terminated on 30-days’ notice by either party. Mr. Hsu had a similar employment agreement that was terminated when he stepped down as manager of the branch in September 2011.

 

We paid compensation to three of our directors during 2011, which information is disclosed herein in the chart appearing under the caption “Director Compensation”.

 

For the year ended December 31, 2011, Mr. Chang, our consultant, purchased $978 of art work from the Company.

 

Review, Approval or Ratification of Transactions with Related Persons

 

We do not currently have formal policies and procedures for the review, approval, or ratification of transactions with related persons. However, our Board carefully reviews all transactions between the Company and related persons to determine whether the relationship is in the best interest of the Company and that the terms of any agreement are no less favorable to the 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 five 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, our directors, David Chen-Te Yen, Parashar Patel, Syuan-Jhu Lin and Tzu-Yung Hsu would not be considered independent as they also serve as either executive officers or employees of the Company. Our director Wan-Fang Liu 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

 

Our Board of Directors was directly responsible for interviewing and retaining our independent accountant, Yichien Yeh, CPA, and his predecessor, Gruber and Company, LLC, considering the accounting firms’ independence and effectiveness, and pre-approving the engagement fees and other compensation to be paid to, and the services to be conducted by, the independent accountants. Our Board did not delegate these responsibilities. During 2011 and 2010, our Board of Directors pre-approved all of the services described below.

 

During the years ended December 31, 2011 and 2010, the aggregate fees we paid to or were billed by Yeh CPA and Gruber for professional services were as follows:

 

		Yeh CPA
		Year Ended December 31,
		2011				2010
Audit Fees – (1)		$	38,000			$	14,000
Audit-Related Fees (2)			0				0
Tax Fees (3)			0				0
All Other Fees			0				0
Total		$	38,000			$	14,000

 

 

 

 

		Gruber
		Year Ended December 31,
		2011				2010
Audit Fees – (1)		$	500			$	7,250
Audit-Related Fees (2)			0				0
Tax Fees (3)			0				0
All Other Fees			0				0
Total		$	500			$	7,250

 ___________________

 

(1) Fees for services to perform an audit or review in accordance with generally accepted auditing standards and services that generally only our independent registered public accounting firm can reasonably provide, such as the audit of our consolidated financial statements, the review of the financial statements included in our quarterly reports on Form 10-Q, and for services that are normally provided by independent registered public accounting firms in connection with statutory and regulatory engagements.

 

(2) Fees, if any, for assurance and related services that are traditionally performed by our independent registered public accounting firm, such as audit attest services not required by statute or regulation, and consultation concerning financial accounting and reporting standards.

 

(3) Fees for tax compliance. Tax compliance generally involves preparation of original and amended tax returns, claims for refunds and tax payment planning services.

 

SIGNATURES

 

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

 

	UAN CULTURAL & CREATIVE CO., LTD.
Dated: April 19, 2012	By:	/s/ Parashar Patel
		Parashar Patel
		Chief Executive Officer

 

 

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

 

Dated: April 19, 2012	/s/ Parashar Patel
	Parashar Patel
	Chief Executive Officer and Director
	(Principal Executive Officer)
Dated: April 19, 2012	/s/ Chung Hua Yang
	Chung Hua Yang
	Chief Financial Officer
	(Principal Accounting and Principal Financial Officer)
Dated: April 19, 2012	/s/ David Chen-Te Yen
	David Chen-Te Yen
	Director, Chairman and President
Dated: April 19, 2012	/s/ Syuan-Jhu Lin
	Syuan-Jhu Lin
	Director and Manager, Taiwan Branch Office
Dated: April 19, 2012	/s/ Wan-Fang Liu
	Wan-Fang Liu
	Director
Dated: April 19, 2012	/s/ Tsu-Yung Hsu
	Tzu-Yung Hsu
	Director