UAN Power Corp - FORM 10-K - October 15, 2012

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EXCEL - IDEA: XBRL DOCUMENT - UAN Power Corp	Financial_Report.xls
EX-32 - UAN Power Corp	ex32-2.htm
EX-10 - UAN Power Corp	ex10-9.htm
EX-10 - UAN Power Corp	ex10-8.htm
EX-31 - UAN Power Corp	ex31-2.htm
EX-32 - UAN Power Corp	ex32-1.htm
EX-14 - UAN Power Corp	ex14-1.htm
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EX-10 - UAN Power Corp	ex10-11.htm

U.S. 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, 2012


☐		TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the transition period from to

Commission File No. 000-54334

UAN Power Corp.

(Name of small business issuer in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

27-0155619

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

1021 Hill Street, Suite 200, Three Rivers, Michigan

(Address of principal executive offices)

49093

(Zip Code)

Issuer’s telephone number (586) 530-5605

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

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

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

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ No ☒

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company in Rule 12b-2 of the Act (Check one):

☐ Large Accelerated Filer	☐ Accelerated Filer
☐ Non-accelerated Filer (do not check if a smaller reporting company)	☒ Smaller reporting company

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

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

UAN Power Corp.

Annual Report on Form 10-K

For the Fiscal Year Ended June 30, 2012

Table of Contents

	Part I

ITEM 1.	BUSINESS	-	4
ITEM 1A.	RISK FACTORS	-	8
ITEM 1B.	UNRESOLVED STAFF COMMENTS	-	8
ITEM 2.	PROPERTIES	-	8
ITEM 3.	LEGAL PROCEEDINGS	-	8
ITEM 4.	MINE SAFETY DISCLOSURES	-	8

	Part II

ITEM 5.	MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	-	8
ITEM 6.	SELECTED FINANCIAL DATA	-	9
ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	-	9
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	-	11
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	-	11
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	-	11
ITEM 9A.	CONTROLS AND PROCEDURES	-	12
ITEM 9B.	OTHER INFORMATION	-	12

	Part III

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERANCE	-	13
ITEM 11.	EXECUTIVE COMPENSATION	-	15
ITEM 12.	SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS	-	16
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	-	17
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	-	17

	Part IV

ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	-	18

FORWARD-LOOKING STATEMENTS

Certain statements made in this Annual Report on Form 10-K are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of UAN Power Corp. to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company’s plans and objectives are based, in part, on assumptions involving the continued expansion of its business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Forward-looking statements, which involve assumptions and describe the Company’s future plans, strategies and expectations, are generally identifiable by use of words “may,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved. Except as required by applicable laws, the Company undertakes no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

PART I

ITEM 1. BUSINESS

Overview

UAN Power Corp., formerly known as Gulf Shores Investments, Inc. (the “Company, “we,” “our” or “us”), was originally incorporated in the State of Nevada on May 8, 2009. We completed the reincorporation of the Company in Delaware under the name UAN Power Corp. on November 14, 2011.

The registration statement for our initial public offering was declared effective by the United States Securities and Exchange Commission (the “SEC” or the “Commission”) on July 14, 2010. Pursuant to that registration statement, certain shareholders sold 498,000 shares of our common stock for gross proceeds of $165,000. We did not receive any of the proceeds of those sales. The Company will not voluntarily send an annual report to shareholders. The Company files reports with the SEC and the public may read a copy of any materials we file with the Commission. You may obtain copies of these reports directly from us or from the SEC at the SEC's Public Reference Room at 100 F. Street, N.E. Washington, D.C. 20549, and you may obtain information about obtaining access to the Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains information for electronic filers at its website http://www.sec.gov.

The Company was originally organized to seek opportunities to manage income producing commercial and residential real estate properties. The Company’s initial focus was on Florida and the southeastern region of the United States, particularly where it perceived there to be the potential to manage undervalued and distressed properties.

With the change in control on May 23, 2011 (described below), however, we stopped pursuing that business. The Company’s new business is to serve as a vehicle to effect a merger, capital stock exchange, asset acquisition or other business combination with one or more entities that have operating businesses. Except as described below, we are not targeting any specific industry. We seek businesses that are profitable, with positive cash flow, with significant growth potential and that can benefit from (i) the advantages that typically accrue to a public company, such as greater visibility, greater ability to finance growth through acquisition, and greater ability to attract talent by offering incentive and contingent compensation, and (ii) the strategic, financial and operational expertise and experience our management can offer on an ongoing basis.

The 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, the 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. The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long as it is subject to those requirements.

Recent Developments

On May 23, 2011, the Company and its principal shareholders, including David Dreslin, who was the President, Chief Financial Officer and Treasurer of the Company at the time, entered into a stock purchase agreement resulting in a change in control of the 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 the Company’s common stock, par value $0.00001, of the Company from those principal shareholders for an aggregate purchase price of $200,000. The source of the funds for the purchase of the common stock was from the individual purchasers. Because this transaction was among individual shareholders, the transaction is not reflected in the financial statements of the Company.

On May 23, 2011, the Company entered into a further agreement with Ms. Liu, pursuant to which 48,275,000 shares of the common stock purchased by Ms. Liu were immediately retired in consideration of the payment of $1.00.

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 the Company, was the largest shareholder of the 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 the Company.

Upon the completion of these transactions, Mr. Dreslin resigned as the sole member of the Company’s Board of Directors and as its President, Chief Financial Officer and Treasurer, and Sanjiv Matta resigned as the Vice President and Secretary. There were no disagreements between either Mr. Dreslin or Mr. Matta and the Company. Parashar Patel was appointed as Chief Executive Officer and the sole member of the Board of Directors, and I-Kai Su was appointed as Chief Financial Officer of the Company. The other current members of our Board of Directors - Wen-Cheng Huang, Wan-Fang Liu, Tzu-Yung Hsu, Chih-Hung Cheng and Li-Ying Tseng – were elected shortly thereafter.

On July 25, 2011, the Company sold 48,275,000 shares of common stock in a private placement for a purchase price of $0.01 per share and aggregate gross proceeds of $482,750 (or net proceeds of $465,506 after expenses of the offering).

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. We have not yet begun significant operations using this license.

In connection with the license, we also entered into a tenancy agreement under which we leased space in Taiwan for a two-year period. The tenancy agreement requires rental payments of approximately $5,000 per month. In addition, we provided the landlord with a deposit of $13,800 upon the execution of the lease.

In September 2011, we entered into our first sales agency agreement related to the Triops technology and we purchased $99,850 of leasehold improvements associated with the tenancy agreement described above.

We completed the reincorporation of the Company in Delaware under the name UAN Power Corp. on November 14, 2011.

In December 2011, we established a Taiwan Branch of UAN Power Corp.

On May 16, 2012, we entered into a joint venture agreement with Mr. Yuan-Hao Chang, a shareholder of the Company, under which we intend to develop, own and operate an agricultural business in China, PRC. We intend 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 have made an advance prepayment of approximately $320,000 as capital to establish the joint venture, but have not yet begun operations or generated any revenue from this business. There can be no assurance that we will generate any revenues from this joint venture.

Our Operating Strategy

The Company’s current plan is 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 management deems to be in the best interest of our shareholders. The Company’s principal business objective for the next 12 months and beyond will be to achieve long-term growth through a combination with one or more businesses rather than immediate, short-term earnings. The 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 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 the Company. Although we have licensed the rights related to the “Triops” technologies and have entered into the agricultural joint venture agreement, each as described above, as of this date, the Company has not entered into any definitive acquisition or merger agreement with any party through which the Company may acquire an existing operating company or business. The Company has unrestricted flexibility in seeking, analyzing and participating in potential business opportunities. In its efforts to analyze potential acquisition targets, the 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 the 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 the 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 the Company's limited capital available for investigation, the Company may not discover or adequately evaluate adverse facts about the opportunity to be acquired.

Competition

We believe that our 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, gives us exclusivity in those territories. However, we understand that Triops are part of a larger market that may include educational toys, pets, recreation, hobbies and other sectors. In this extremely broad market, we have a vast number of competitors and potential competitors, many of which are well established and have greater resources and experience than we do. There can be no assurance that we will be able to compete successfully with existing or new competitors or that our Triops business will be successful.

We expect that our agricultural business in China will face competition from a vast number of concerns ranging from small family farms to large state-run enterprises. Many of these competitors and potential competitors are well established and have greater resources and experience than we do. There can be no assurance that we will be able to compete successfully with existing or new competitors or that our agricultural business will be successful.

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. 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, 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, subsequent to a business combination, we will have the resources to compete effectively.

Current 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 have not yet begun significant operations using this license. Further, in May 2012, we entered into a joint venture agreement, described above, under which we intend to develop, own, and operate an agricultural business in China, PRC. We have made an advance prepayment of approximately $320,000 as capital to establish the joint venture, but have not yet begun operations or generated any revenue from this business. There can be no assurance that we will generate any revenues from this joint venture.

Employees

The Company currently has six employees, all of whom are located in Taiwan, 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. The Company also relies on the services of independent consultants.

ITEM 1A. RISK FACTORS

Not applicable for a smaller reporting company.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable for a smaller reporting company.

ITEM 2. PROPERTIES

Our principal executive office is located at 1021 Hill Street, Suite 200, Three Rivers, Michigan 49093, and our telephone number is (586) 530-5605. Office space is provided by our Chief Executive Officer at no charge. We also entered into a tenancy agreement under which we leased space in Taiwan for a two-year period commencing in August 2011. The tenancy agreement requires rental payments of approximately $5,000 per month. In addition, we provided the landlord with a deposit of $13,800 upon the execution of the agreement.

ITEM 3. LEGAL PROCEEDINGS

From time to time, we could become involved in various lawsuits and legal proceedings, which can arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not a party to any such legal proceedings and are not aware of any claims that we believe will have a material adverse effect on our business, financial condition or operating results.

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". We are not aware of any trading of our common stock and there can be no assurance that a public market will develop.

Security Holders

At October 15, 2012, there were 28 holders of record of our common stock.

Securities Authorized For Issuance Under Equity Compensation Plans

The 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

During the fiscal year ended June 30, 2012 there were no sales of unregistered securities.

Dividend Policy

The Company has not declared or paid any cash dividends on its Common Stock and does not intend to declare or pay any cash dividends in the foreseeable future. The payment of dividends, if any, is within the discretion of the Board of Directors and will depend on the Company’s earnings, if any, its capital requirements and financial condition and such other factors as the Board of Directors may consider.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable for a smaller reporting company.

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

During the fiscal year ended June 30, 2012, we realized revenues of $175,474. The revenue was attributable to service fees we received under the sales agency agreement we entered into in September 2011 in connection with our technology license. The agreement requires the payment of service fees of no less than $20,000 per month for a 12-month period starting October 2011. The Company is currently negotiating the extension of the sales agency agreement. If these negotiations are unsuccessful, we do not expect to continue to receive these service fees after October 2012.

Cost of sales, which consisted of amortization of the license fee and other one-time expenses for the year, totaled $33,836. Gross margin was approximately 81%.

Operating expenses for the year totaled $392,900 and other expenses totaled $1,128 resulting in a net loss of $252,390. Operating expenses consisted of consulting fees-related party of $41,500, professional fees of $139,635, salaries and related expense of $45,454, rent expenses of $54,222, amortization and depreciation expenses of $41,960, and other general and administrative expenses of $70,129. The increase was due principally to the expenses incurred as we began to explore new business opportunities described in the plan of operations below and the commencement of our operations in Taiwan.

During the fiscal year ended June 30, 2011, we had no revenue. Expenses for the year totaled $125,414 resulting in a net loss of $125,414. Operating expenses consisted of consulting fees-related party of $17,000, professional fees of $92,254 and general and administrative expenses of $16,160.

Liquidity and Capital Resources

As of June 30, 2012, we had $87,614 of cash on hand, total assets of $570,324, and total liabilities of $443,840, as compared to no cash on hand, total assets of $12,500 and total liabilities of $124,090 as of June 30, 2011. Our working capital at June 30, 2012 was $354,868, as compared to a working capital deficit of $124,090 at June 30, 2011.

The Company’s operations have been funded through an equity financing and a series of debt transactions, primarily with shareholders, directors, and officers of the Company. These related party debt transactions have operated as informal lines of credit since the inception of the Company, and related parties have extended credit as needed which the 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.

On July 25, 2011 we completed a private placement of common stock generating gross proceeds of $482,750.

Operating Activities

During the fiscal years ended June 30, 2012 and 2011, we used $171,194 and $142,096 in operating activities, respectively. The increase in net cash used in operating activities resulted from commencing our initial operations under the technology license which resulted in increased spending of operating expenses.

We have used a total of $380,201 in operating activities since inception on May 8, 2009.

Investing Activities

During the fiscal years ended June 30, 2012, we used $519,746 in investing activities. From inception on May 8, 2009 through June 30, 2011, we did not pursue any investing activities. The significant increase in spending resulted from commencing our initial operations under the technology license, which resulted in the acquisition of the license for a one-time fee of $100,000 and the purchase of fixed assets for $99,850. In addition, the Company advanced a total of $319,896 as initial capital for the establishment of a new business venture.

Financing Activities

During the fiscal year ended June 30, 2012, we received proceeds from notes payable - related parties of $350,000 and on July 25, 2011, we completed a private placement of common stock for gross proceeds of $482,750 (or net proceeds of $465,506 after expenses of the offering). We repaid $95,358 to shareholders who advanced to the Company to pay its expenses. As a result, we had net cash provided by financing activities of $753,595.

During the fiscal year ended June 30, 2011, we received proceed from notes payable – related parties of $25,000 (net repayment of $1,000) and advances from shareholders of $115,647. As a result, we had net cash provided by financing activities of $140,647.

Our net cash provided by financing activities since inception on May 8, 2009 was $962,603.

Plan of Operations

We will evaluate our performance over the next twelve months of operations as we attempt to emerge from the development stage on several criteria, including the following:

a. Expense Management: We have a limited operating budget and must maintain tight expense controls. Over the next twelve months, we anticipate our minimum need for additional funding is $300,000 to implement our business plan over that period. We anticipate operating expenses to be at least $300,000 for the next twelve months of operations.

b. Achieving Positive Cash Flow: We anticipate being cash flow positive within six months of acquiring a target business, if not sooner. Over the next twelve months, we anticipate our minimum cash needs to be approximately $300,000.

Critical Accounting Policies

Our significant accounting policies are described in detail in Note 2 to our unaudited financial statements included herein. However, certain of our accounting policies require the application of significant judgment by our management, and such judgments are reflected in the amounts reported in our condensed financial statements. In applying these policies, our management uses our judgment to determine the appropriate assumptions to be used in the determination of estimates. Actual results may differ significantly from the estimates contained in our condensed consolidated financial statements.

Off-Balance Sheet Arrangements

A significant shareholder has indicated a willingness to cover any cash shortfalls of the Company, although there is no written agreement or guarantee to that effect. As of June 30, 2012, we did not have any other off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable for a smaller reporting company.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

For information required with respect to this Item 8, see Item 15 and the Company’s financial statements beginning on page F-1 of this annual report on Form 10-K.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our chief executive officer and chief financial officer, who are responsible for all financial and accounting matters during this reporting period, have concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2012. These controls and procedures are meant to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms and to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

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 and chief financial 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 and chief financial officer have assessed the effectiveness of our internal control over financial reporting as of June 30, 2012, 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 the Company to provide only management's report in this annual report.

Evaluation of Changes in Internal Control over Financial Reporting

Our chief executive officer and chief financial officer have evaluated changes in our internal controls over financial reporting that occurred during the year ended June 30, 2012. Based on that evaluation, our chief executive officer and chief financial officer did not identify any change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Important Considerations

The effectiveness of our disclosure controls and procedures and our internal control over financial reporting is subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the soundness of our systems, the possibility of human error, and the risk of fraud. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and the risk that the degree of compliance with policies or procedures may deteriorate over time. Because of these limitations, there can be no assurance that any system of disclosure controls and procedures or internal control over financial reporting will be successful in preventing all errors or fraud or in making all material information known in a timely manner to the appropriate levels of management.

ITEM 9B. OTHER INFORMATION

Ms. Li-Yin Tseng resigned from the Board of Directors of the Company effective July 6, 2012. The Company does not believe Ms. Tseng’s resignation was caused, in whole or in part, by any disagreement relating to the Company’s operations, policies or practices. Mr. Chih-Wei Chuang was appointed to the Board of Directors on July 10, 2012. Please see Item 10 for a brief description of Mr. Chuang’s background and business experience.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The table below sets for the names, ages and positions of our executive officers and directors as of October 15, 2012. There are no family relationships between any of our executive officers and directors.

Name	Age	Position

Parashar Patel	59	President, Chief Executive
		Officer and Director
Chung Hua Yang	45	Chief Financial Officer
Wen-Cheng Huang	55	Chairman of the Board of Directors
Wan-Fang Liu	45	Director
Tzu-Yung Hsu	41	Director
Chih-Hung Cheng	38	Director
Chih-Wei Chuang	28	Director

Set forth below is a brief description of the background and business experience of our current executive officers and directors for the past five years.

PARASHAR PATEL, President, Chief Executive Officer and Director

Mr. Patel has been President, Chief Executive Officer and a Director of the Company since May 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 has 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.

CHUNG-HUA YANG, Chief Financial Officer

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.

WEN-CHENG HUANG, Chairman of the Board of Directors

Mr. Huang has served as Chairman of the Board of Directors since June 2011. In 2003, Mr. Huang established Sekitar Co., Ltd., a travel agency. He has served as Chairman of Sekitar Co., Ltd. since its establishment and oversees its finance, human resources, administration and marketing activities. Our Board of Directors has concluded that Mr. Huang is qualified to serve as Chairman of the Board based on his experiences in business management.

WAN-FANG LIU, Director

Ms. Liu has served as a Director since June 2011. 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.

TZU-YUNG HSU, Director

Mr. Hsu has served as a Director since June 2011. Mr. Hsu served as Branch Manager of UAN Cultural & Creative Co., Ltd. from 2010 to September 2011, where he oversaw marketing strategy development and managed the sales team. From 1998 to 2010, Mr. Hsu served as Chief Executive Officer of Guo-Xun Marketing Consultant Inc., a company engaged in the business of website design and information technology services. Our Board of Directors has concluded that Mr. Hsu is qualified to serve as a director based on his prior experiences as the chief executive officer of a business enterprise and on his particular skills in the area of marketing strategy development.

CHIH-HUNG CHENG, Director

Mr. Cheng has served as a Director since June 2011. Mr. Cheng has served as a Division Manager in the sales department of Xin-Shi Insurance Broker Co., Ltd. since 2007. Prior to 2007, he served as a Branch Manager in the sales department of Ching-Ying Security Ltd. He has substantial experiences in market management. Our Board of Directors has concluded that Mr. Cheng is qualified to serve as a director based on his prior business experience and on his particular skills in the area of sales and sales management.

CHIH-WEI CHUANG, Director

Mr. Chuang has served as a Director since July 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.

Board Committees

The Board of Directors has not established audit, nominating or compensation committees. Due to the 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.

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 fiscal 2012.

Code of Ethics

We have adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The code of ethics has been filed as Exhibit 14.1 to this Annual Report.

ITEM 11. EXECUTIVE COMPENSATION

The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers by us during the fiscal years ended June 30, 2012 and June 30, 2011.

SUMMARY COMPENSATION TABLE

													Pension
													Value and
											Non-Equity		Nonqualified
Name and											Incentive		Deferred
Principal	Fiscal						Stock		Option		Plan		Compensation		All Other
Position	Year Ended		Salary		Bonus		Awards		Awards		Compensation		Earnings		Compensation		Totals


Parashar Patel (1)		2012	$	0	$	0	$	0	$	0	$	0	$	0	$	41,500	$	41,500
President,		2011	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Chief Executive
Officer and
Director

I-Kai Su (2)		2012	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Chief Financial		2011	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Officer

Chung-Hua Yang (3)		2012	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Chief Financial Officer		2011	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0


David Dreslin (4)		2012	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
President,		2011	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Chief Executive
Officer, Chief
Financial Officer,
Treasurer

__________

(1)

Mr. Patel was appointed President and Chief Executive Officer on May 23, 2011.

(2)

Mr. Su served as our Chief Financial Officer from May 23, 2011 to January 12, 2012.

(3)

Mr. Yang was appointed Chief Financial Officer on January 12, 2012.

(4)

Mr. Dreslin served as President and Chief Executive Officer during the fiscal year ended June 30, 2010 and through May 23, 2011. In fiscal 2010, Dreslin Financial Services, a company of which Mr. Dreslin is the sole shareholder, was paid $25,900 in accounting and consulting fees related to the Company's audit and the filing of a registration statement with the SEC. Dreslin Financial Services provides similar services to other clients at rates similar to those paid by the Company. Mr. Dreslin was not paid any salary, bonus or other compensation in his role as an officer or director of the Company in fiscal 2010 or 2011.

Grants of Plan-Based Awards

The Company has not adopted any stock option or other equity-based incentive plans. There were no grants of common stock or options to purchase our common stock to any of the executive officers named in the Summary Compensation Table from inception through June 30, 2012.

Option Exercises and Fiscal Year-End Option Value

No stock options were exercised from inception through June 30, 2012 by any of the executive officers named in the Summary Compensation Table.

Long-Term Incentive Plan Awards

No awards under any long-term incentive plan were made from inception through June 30, 2012 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.

Employment Agreements

We do not currently have employment agreements in place with any of our officers.

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

The following table sets forth the beneficial ownership of shares of our common stock, as of October 12, 2012, of (i) each person known to us to beneficially own 5% or more of such shares; (ii) each of our current directors and executive officers named in the Summary Compensation Table; and (iii) all of our current executive and directors as a group. Except as otherwise indicated, all shares are owned beneficially, and the persons named as owners possess sole voting and investment power with respect to the shares shown.

	Number of
	Shares
	Beneficially		Percent of
Name of Beneficial Owner (1)	Owned		Class(2)

Parashar Patel		150,000		*
Chung-Hua Yang		0		*
Wen-Cheng Huang		3,750,000		4.8%
Wan-Fang Liu		27,500,000		35.1%
Tzu-Yung Hsu		3,750,000		4.8%
Chih-Hung Cheng		3,750,000		4.8%
Chih-Wei Chuang		2.005,000		2.6%
All executive officers and
directors as a group (7 persons)		40,905,000		52.3%

_______________

* Less than 1 percent.

(1)

Ms. Liu’s business address is 11F., No. 185, Minyou 11th St., Taoyuan City, Taoyuan County 330, Taiwan (R.O.C.). The business address of all other stockholders named in the table above is in care of UAN Power Corp., 1021 Hill Street, Suite 200, Three Rivers, Michigan 49093.

(2)

Based on 78,273,000 shares of common stock outstanding as of June 30, 2012.

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 the Company in an executed engagement agreement.

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

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

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

As of June 30, 2012, Yuan-Hao Chang, a shareholder of the Company, had an outstanding receivable of $20,000 from the Company which was advanced to the Company to pay administrative and operating expenses.

On May 31, 2012, Wan-Fang Liu, Wen-Cheng Huang and Tzu-Yung Hsu, each of whom is a member of our Board of Directors and a shareholder, loaned us $200,000, $100,000 and $50,000, respectively. 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.

On May 16, 2012, we entered into a joint venture agreement with Mr. Yuan-Hao Chang, a shareholder of the Company, under which we intend to develop, own and operate an agricultural business in China, PRC. We advanced a total of $319,896 of those funds to Ms. Liu, as an agent of the Company, to be used as initial capital for the establishment of the joint venture.

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 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 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, five of our directors, Wen-Cheng Huang, Wan-Fang Liu, TsuYung Hsu, Chih-Hung Cheng, and 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

Audit Fees

We incurred audit fees of $12,000 for the fiscal year ended June 30, 2012 from Yichien Yeh, CPA. We incurred audit fees of $5,250 for the fiscal year ended June 30, 2011 from Searle and Beers, CPAs, LLC. Such fees include professional services from the audit of the financial statements included in this Form 10-K and for services that are normally provided by the principal accountant in connection with regulatory filings or engagements.

Tax Fees

We did not incur any tax fees for tax compliance or other tax services from Yichien Yeh, CPA, or Searle and Beers, CPAs, in the fiscal years ended June 30, 2012 and June 30, 2011.

All Other Fees

We did not incur any other fees from Yichien Yeh, CPA, or Searle and Beers, CPAs, during the fiscal years ended June 30, 2012 and June 30, 2011.

We intend to continue using Yichien Yeh, CPA, solely for audit and audit-related services.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

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

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

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

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

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

Notes to the Financial Statements

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

None

(a)(3) Exhibits

The following of exhibits are filed with this report:

Exhibit
Number	Description

3.1 (1)	Certificate of Incorporation of UAN Power Corp.

3.2 (1)	By-Laws of UAN Power Corp.

10.1 (2)	Stock Purchase Agreement among Gulf Shores Investments, Inc., David Dreslin, Michael Toups, Entrust of Tampa Bay FBO Edward G. Mass, Entrust of Tampa Bay FBO Van Nguyen, Wan-Fang Liu, Yuan-Hao, Chang and Pei-Chi Yang, dated May 23, 2011.

10.2 (2)	Return to Treasury Agreement between Gulf Shores Investments, Inc. and Wan-Fang Liu, dated May 23, 2011.

10.3 (3)	Form of Subscription Agreement with respect to private placement of common stock.

10.4 (4)	License and Technology Transfer Agreement dated September 14, 2011, between Professor S. H. Hu and Gulf Shores Investments, Inc. (doing business as UAN Power),

10.5 (4)	Tenancy Agreement dated August 25, 2011, between Ideal Development Enterprise Co., Ltd. and Gulf Shores Investments, Inc. (doing business as UAN Power).

10.6 (5)	Agent Contract dated September 23, 2011, between UAN Power Co., Ltd. and UAN Biotech Co., Ltd.

10.7 (5)	Sales Contract dated September 8, 2011, between UAN Power Co., Ltd. and Asia News Network Co., Ltd.

10.8 (6)	Term Promissory Note dated May 31, 2012, in the principal amount of $200,000, payable to Wan-Fang Liu.

10.9 (6)	Term Promissory Note dated May 31, 2012, in the principal amount of $100,000, payable to Wen-Cheng Huang.

10.10 (6)	Term Promissory Note dated May 31, 2012, in the principal amount of $50,000, payable to Tzu-Yung Hsu.

10.11 (6)	Joint Venture Agreement dated as of May 16, 2012 between UAN Power Corp. and Yuan-Hao Chang.

14.1 (6)	Code of Ethics.

31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Certification of the Chief Executive Officer Pursuant to 18 U.S.C. 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2	Certification of the Chief Financial Officer Pursuant to 18 U.S.C. 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS	XBRL Instance Document

101.SCH	XBRL Taxonomy Extension Schema Document

101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB	XBRL Taxonomy Extension Label Linkbase Document

101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

_______________

(1)

Filed as an Exhibit to the Company’s Definitive Information Statement, filed with the Securities and Exchange Commission on October 5, 2011, and incorporated herein by reference.

(2)

Filed as an Exhibit to the Company’s Current Report on Form 8-K dated May 23, 2011 and filed on May 24, 2011.

(3)

Filed as an Exhibit to the Company’s Current Report on Form 8-K dated July 25, 2011 and filed on July 28, 2011.

(4)

Filed as an Exhibit to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2011.

(5)

Filed as an Exhibit to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2011.

(6)

Filed herewith.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

UAN Power Corp. fka Gulf Shores Investments, Inc.

(A Development Stage Company)

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

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

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

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

Yichien Yeh, CPA

Oakland Gardens

October 11, 2012

F-1

SEALE AND BEERS, CPAs

PCAOB & CPAB REGISTERED AUDITORS

www.sealebeers.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

UAN Power fka Gulf Shores Investments, Inc.

(A Development Stage Company)

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

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

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

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

/s/ Seale and Beers, CPAs

Seale and Beers, CPAs

Las Vegas, Nevada

November 9, 2011

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

F-2

UAN POWER CORP

fka Gulf Shores Investments, Inc.

(A Development Stage Company)

Balance Sheets

	June 30, 2012			June 30, 2011
ASSETS
Current Assets
Cash	$	87,614		$	—
Advanced prepayments		319,896			—
Prepaid expenses		7,751			—
Total Current Assets		415,260			—

Fixed assets, net		57,890			—
License rights, net		83,333			—
Other assets		13,842			12,500
TOTAL ASSETS	$	570,324		$	12,500


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts Payable and Accrued Expenses	$	38,673		$	8,443
Amounts due to officers & shareholders		20,289			115,647
Other current liabilities		1,431			—
Total Current Liabilities		60,392			124,090

Notes payable to shareholders		350,000			—

Commitments & contingencies		—			—

Stockholders' Equity (Deficit)
Preferred stock, $0.00001 par value, 20,000,000 shares authorized, 0 shares issued and outstanding		—			—
Common stock, $0.00001 par value, 250,000,000 shares authorized, 78,273,000 and 29,998,999 shares issued and outstanding at June 30, 2012 and June 30, 2011, respectively.		783			300
Additional paid-in capital		610,906			112,435
Accumulated other comprehensive income		24,958			—
Deficit accumulated during the development stage		(476,715	)		(224,325	)
Total Stockholders' Equity (Deficit)		159,931			(111,590	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	570,324		$	12,500

The accompanying notes are an integral part of these financial statements

F-3

UAN POWER CORP

fka Gulf Shores Investments, Inc.

(A Development Stage Company)

Statements of Operations and Comprehensive Income (Loss)

	For the Year			For the Year			From Inception
	Ended			Ended			May 8, 2009 to
	June 30, 2012			June 30, 2011			June 30, 2012

REVENUES	$	175,474		$	—		$	175,474

COST OF SALES		33,836			—			33,836

GROSS MARGIN		141,638			—			141,638

OPERATING EXPENSES
Consulting Fees - Related Party		41,500			17,000			101,400
Professional Fees		139,635			92,254			279,139
General and administrative expenses		211,765			16,160			236,686

Total Operating Expenses		392,900			125,414			617,225

INCOME (LOSS) FROM OPERATIONS		(251,262	)		(125,414	)		(475,587	)

OTHER EXPENSES
Interest Expense		(1,128	)		—			(1,128	)

Total other income		(1,128	)		—			(1,128	)

LOSS BEFORE INCOME TAXES		(252,390	)		(125,414	)		(476,715	)

Income tax expense		—			—			—

NET LOSS	$	(252,390	)	$	(125,414	)	$	(476,715	)

COMPREHENSIVE LOSS
Net Loss	$	(252,390	)	$	(125,414	)	$	(476,715	)
Foreign currency translation		24,958			—			—
Total comprehensive loss		(227,432	)		(125,414	)		(476,715	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		75,045,702			73,379,370

BASIC INCOME (LOSS) PER COMMON SHARE	$	(0.00	)	$	(0.00	)

The accompanying notes are an integral part of these financial statements

F-4

UAN POWER CORP

fka Gulf Shores Investments, Inc.

(A Development Stage Company)

Statements of Stockholders' Equity (Deficit)

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

													Deficit
													Accumulated			Accumulated
							Stock			Additional			During			Other
	Common Stock						Subscription			Paid-In			Development			Comprehensive
	Shares			Amount			Receivable			Capital			Stage			Income (Loss)		Total

Balance, May 8, 2009 - Inception		-		$	-		$	-		$	-		$	-		$	-	$	-

Issuance of common stock on May 8, 2009 for cash at $0.0000033 per share		60,000,000			600						(400	)							200
Stock Subscription Receivable								(200	)										(200	)
Issuance of common stock on May 19, 2009 for cash at $0.00333 per share		12,000,000			120						39,880								40,000
Net Loss for the period from inception to June 30, 2009														(38,846	)				(38,846	)
Balance, June 30, 2009		72,000,000		$	720		$	(200	)	$	39,480		$	(38,846	)	$	-	$	1,154

Issuance of common stock on July 1, 2009 in exchange for legal services at $0.00333 per share		75,000			1						249								250
Issuance of common stock during September 2009 for cash at $0.00333 per share		198,000			2						658								660
Collection of stock subscription receivable on September 23, 2009								200											200
Issuance of common stock on December 1, 2009 for cash at a price of $0.00333 per share		6,000,000			60						19,940								20,000
Net Loss for the period from July 1, 2009 to June 30, 2010														(60,065	)				(60,065	)
Balance, June 30, 2010		78,273,000		$	783		$	-		$	60,327		$	(98,911	)	$	-	$	(37,801	)

Loan forgiveness - Related Parties on March 31, 2011											51,625								51,625
Cancellation of Shares on May 23, 2011		(48,275,000	)		(483	)					483								-
Net Loss for the period from July 1, 2010 to June 30, 2011														(125,414	)				(125,414	)
Balance, June 30, 2011		29,998,000		$	300		$	-		$	112,435		$	(224,325	)	$	-	$	(111,590	)

Issuance of common stock on July 25, 2011, net of costs, for cash at a price of $.01 per share		48,275,000			483						465,023								465,506
Loan forgiveness - Related Parties on March 31, 2011											33,448								33,448
Net Loss for the period from July 1, 2011 to June 30, 2012														(252,390	)				(252,390	)
Foreign currency translation																	24,958		24,958
Balance, June 30, 2012		78,273,000		$	783		$	-		$	610,906		$	(476,715	)	$	24,958	$	159,931

The accompanying notes are an integral part of these financial statements

F-5

UAN POWER CORP

fka Gulf Shores Investments, Inc.

(A Development Stage Company)

Statements of Cash Flows

	For the Year			For the Year			From Inception
	Ended			Ended			May 8, 2009 to
	June 30, 2012			June 30, 2011			June 30, 2012

OPERATING ACTIVITIES
Net loss	$	(252,390	)	$	(125,414	)	$	(476,715	)
Amortization expense		58,627			—			58,627
Common stock issued for legal services		—			—			250
Expenses paid by related party on the Company's behalf		—			19,125			19,125
Adjustments to reconcile net loss to net cash used by operating activities:
Prepaid expenses		(7,751	)		—			(7,751	)
Other assets		(1,342	)		(12,500	)		(13,842	)
Accounts payable and accrued expenses		30,230			(23,307	)		38,673
Other current liabilities		1,431			—			1,431
Net cash used in operating activities		(171,194	)		(142,096	)		(380,201	)

INVESTING ACTIVITIES
Fixed assets purchased		(99,850	)		—			(99,850	)
License Rights acquisition		(100,000	)		—			(100,000	)
Advanced prepayments		(319,896	)		—			(319,896	)
Net cash used in investing activities		(519,746	)		—			(519,746	)

FINANCING ACTIVITIES
Proceeds from notes payable - related parties		350,000			26,000			383,500
Payments on notes payable - related parties		—			(1,000	)		(1,000	)
Net proceeds from common stock issuance		465,506			—			526,366
Advance from shareholders		33,448			115,647			149,095
Repayment to shareholders		(95,358	)		—			(95,358	)
Net cash provided by financing activities		753,596			140,647			962,603

EFFECT OF EXCHANGE RATE ON CASH		24,959			—			24,959

NET INCREASE (DECREASE) IN CASH		87,614			(1,449	)		87,614

CASH AT BEGINNING OF PERIOD		—			1,449			—

CASH AT END OF PERIOD	$	87,614		$	—		$	87,614

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

NON-CASH ACTIVITIES:
Related party debt forgiveness	$	33,448		$	51,625		$	85,073
Common Stock Issued for Services	$	—		$	—		$	250
Legal fees paid by shareholder	$	—		$	75,000		$	75,000

The accompanying notes are an integral part of these financial statements

F-6

UAN POWER CORP.

fka Gulf Shores Investments, Inc.

(A Development Stage Company)

Notes to Condensed Financial Statements

NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS

Nature of Business

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Reclassification

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

Cash and Cash Equivalents

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

Revenue Recognition

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

Fixed Assets

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

F-7

License Rights

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

Advertising Costs

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

Income Taxes

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

Impairment of Long-Lived Assets

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

Stock-based compensation

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

Fair Value of Financial Instruments

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

	·	Level 1 ─ inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

	·	Level 2 ─ inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

	·	Level 3 ─ inputs to the valuation methodology are unobservable and significant to the fair value.

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

F-8

Segment Reporting and Geographic Information

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

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

	United States			Taiwan
Revenues	$	59,946		$	115,528
Expenses		(264,601	)		(163,263	)
Net Income/(Loss)	$	(204,655	)	$	(47,735	)

Assets	$	578,995		$	60,606
Liablities		396,286			109,608
Net Assets	$	182,709		$	(49,003	)

Foreign Currency Translation

The functional currency of the Company’s operations in Taiwan is the New Taiwan Dollar (“TWD”) and its reporting currency is the U.S. dollar. Transactions denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the date of the transactions. Exchange gains or losses on transactions are included in earnings.

The financial statements of the Company are translated into U.S. dollars in accordance with the standard, “Foreign Currency Translation,” codified in ASC 830, using rates of exchange at the end of the period for assets and liabilities, and average rates of exchange for the period for revenues, costs, and expenses and historical rates for equity. Translation adjustments resulting from the process of translating the local currency combining financial statements into U.S. dollars are included in determining comprehensive income. At June 30, 2012, the cumulative translation adjustment was $24,958. For the years ended June 30, 2012 and 2011, other comprehensive loss was $24,958 and $0, respectively.

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

Comprehensive Income

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

Basic (Loss) per Common Share

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

	For the Years Ended
	June 30, 2012			June 30, 2011

Net (Loss)	$	(252,390	)	$	(125,414	)
Weighted Average Shares		75,045,702			73,379,370
Net (Loss) Per Share	$	(0.00	)	$	(0.00	)

F-9

Recently Issued Accounting Pronouncements

In June 2011, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2011-05, “Presentation of Comprehensive Income.” This standard requires entities to present items of net income and other comprehensive income either in a single continuous statement, or in separate, but consecutive, statements of net income and other comprehensive income. The new requirements do not change which components of comprehensive income are recognized in net income or other comprehensive income, or when an item of other comprehensive income must be reclassified to net income. Also, the earnings per share computation does not change. However, the current option under existing standards to report other comprehensive income and its components in the statement of changes in equity is eliminated. In addition, the previous option to disclose reclassification adjustments in the notes to the financial statements is also eliminated, as reclassification adjustments will be required to be shown on the face of the statement under the new standard. For the Company, this ASU is effective retrospectively beginning January 1, 2012, with early adoption permitted. Since this standard impacts disclosure requirements only, its adoption did not have a material impact on the Company’s consolidated results of operations or financial condition.

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

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

NOTE 3 - GOING CONCERN

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

NOTE 4 – ADVANCED PREPAYMENT

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

NOTE 5 - STOCKHOLDERS’ EQUITY

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

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

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

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

F-10

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

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

NOTE 6 – FIXED ASSETS

The balances of fixed assets are as follows:

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

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

NOTE 7 – INTANGIBLE ASSETS

The balances of intangible assets are as follows:

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

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

NOTE 8 - RELATED PARTY TRANSACTIONS

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

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

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

NOTE 9 – NOTES PAYABLE – RELATED PARTIES

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

F-11

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

NOTE 10 – COMMITMENTS & CONTINGENCIES

License Rights

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

Office Space Lease

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

Future lease commitments are as follows:

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

Joint Venture Agreement

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

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

NOTE 11 – INCOME TAXES

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

Reconciliation of statutory rates to effective tax rates as follows:

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

F-12

SIGNATURES

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

	UAN Power Corp.

Dated: October 15, 2012	By:	/s/ Parashar Patel
		Parashar Patel
		President & Chief Executive Officer

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

Dated: October 15, 2012		/s/ Parashar Patel
		Parashar Patel
		President, Chief Executive Officer and Director
		(Principal Executive Officer)


Dated: October 15, 2012		/s/ Chung-Hua Yang
		Chung-Hua Yang
		Chief Financial Officer
		(Principal Accounting and Principal
		Financial Officer)

Dated: October 15, 2012		/s/ Wan-Fang Liu
		Wan-Fang Liu
		Director


Dated: October 15, 2012		/s/ Tzu-Yung Hsu
		Tzu-Yung Hsu
		Director


Dated: October 15, 2012		/s/ Wen-Cheng Huang
		Wen-Cheng Huang
		Director


Dated: October 15, 2012		/s/ Chih-Hung Cheng
		Chih-Hung Cheng
		Director


Dated: October 15, 2012		__________________________
		Chih-Wei Chuang
		Director

UAN Power Corp - FORM 10-K - October 15, 2012

Attached files

UAN Power Corp Reports