UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

[X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended

June 30, 2013

or

[  ]

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

to

Commission File Number

000-51693

UAN Cultural & Creative Co., Ltd.

(Exact name of registrant as specified in its charter)

Delaware

20-3303304

(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)

102 North Avenue, Mt. Clemens, Michigan

48043

(Address of principal executive offices)

(Zip Code)

(586) 530-5605

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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.

[X]

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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

[  ]

YES

[ X]

NO

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

Large accelerated filer

[  ]

Accelerated filer

[  ]

Non-accelerated filer

[  ]

(Do not check if a smaller reporting company)

Smaller reporting company  [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act

[X]

YES

[  ]

NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.

[  ]

YES

[  ]

NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

53,668,778 common shares issued and outstanding as of August 19, 2013.

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION		3
Item 1.	Financial Statements	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Result of Operations	18
Item 3.	Quantitative and Qualitative Disclosure About Market Risks	27
Item 4.	Controls and Procedures	27
PART II - OTHER INFORMATION		27
Item 1.	Legal Proceedings	27
Item 1A.	Risk Factors	27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 3.	Defaults Upon Senior Securities	28
Item 4.	Mine Safety Disclosures	28
Item 5.	Other Information	28
Item 6.	Exhibits	28
SIGNATURES		31

 

 

PART I – FINANCIAL INFORMATION

Item 1.   Financial Statements

 

Our unaudited interim financial statements for the three and six month periods ended June 30, 2013 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.

 

UAN Cultural & Creative Co., Ltd. and Subsidiaries

(A Development Stage Company)

Consolidated Balance Sheets

 

		June 30, 2013				December 31, 2012
		(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents		$	4,171			$	15,131
Due from officer & shareholder (Note 10)			—				8,451
Current assets from discontinued operations (Note 5)			2,255				2,340
Total current assets			6,426				25,922
Other assets from discontinued operations (Note 5)			19,949				20,560
Total assets		$	26,375			$	46,482
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable		$	33,953			$	31,103
Accrued expenses			19,332				45,832
Due to officer & shareholder (Note 10)			77,797				—
Current liabilties from discontinued operations (Note 5)			—				—
Total current liabilities			131,082				76,935
Other liabilities from discontinued operations (Note 5)			—				—
Total liabilities			131,082				76,935
Commitments & Contingencies (Note 7)			—				—
Stockholders' Deficit (Notes 2,  8 and 9):
Preferred stock, $.0001 par value, 5,000 shares authorized, 0 shares issued			—				—
Common stock, $.0001 par value, 100,000,000 shares authorized, 53,672,708 shares issued and  outstanding on June 30, 2013 and December 31, 2012.			5,367				5,367
Common stock, Class B, $.0001 par value,12,000,000 shares authorized, 0 shares issued and outstanding			—				—
Additional paid-in-capital			3,048,134				3,048,134
Accumulated deficit			(2,977,102	)			(2,977,102	)
Accumulated deficit under development stage			(178,994	)			(105,455	)
Accumulated other comprehensive gain/(loss)			(2,112	)			(1,397	)
Total stockholders' deficit			(104,707	)			(30,453	)
Total liabilities and stockholders' deficit		$	26,375			$	46,482

 

See accompanying notes to financial statements.

 

UAN Cultural & Creative Co., Ltd. and Subsidiaries

(A Development Stage Company)

Consolidated Statements of Operations and Comprehensive Income (Loss)

(Unaudited)

 

																		From Inception
																		December 1,
		For the Three Months Ended								For the Six Months Ended								2012 to
		June 30, 2013				June 30, 2012				June 30, 2013				June 30, 2012				June 30, 2013
Revenue		$	—			$	—			$	—			$	—			$	—
Cost of Sales			—				—				—				—				—
Gross Profit (Loss)			—				—				—				—				—
Operating expenses:
Selling, general & administrative expenses			43,877				72,937				73,560				113,642				135,055
Total operating expenses			43,877				72,937				73,560				113,642				135,055
Income (Loss) from operations			(43,877	)			(72,937	)			(73,560	)			(113,642	)			(135,055	)
Other income/(expenses)
Interest income/(expense), net			1				16				21				(7,165	)			21
Total other income (expenses)			1				16				21				(7,165	)			21
Income (Loss) before provision for income taxes			(43,876	)			(72,921	)			(73,539	)			(120,807	)			(135,034	)
Provision for income taxes (Note 6)			—				—				—				—				—
Loss from continuing operations			(43,876	)			(72,921	)			(73,539	)			(120,807	)			(135,034	)
Income (Loss) from discontinued operations, net of tax			—				(198,924	)			—				(416,182	)			(43,960	)
Net Income (Loss)		$	(43,876	)		$	(271,845	)		$	(73,539	)		$	(536,989	)		$	(178,994	)
Weighted average number of common shares outstanding, basic			53,672,708				53,672,708				53,672,708				53,672,708
Net Income (Loss) per share, basic
Continuing operations		$	(0.001	)		$	(0.001	)		$	(0.001	)		$	(0.002	)
Discontinued operations		$	—			$	(0.004	)		$	—			$	(0.008	)
Weighted average number of common shares outstanding, diluted			53,672,708				53,672,708				53,672,708				53,672,708
Net Income (Loss) per share, diluted
Continuing operations		$	(0.001	)		$	(0.001	)		$	(0.001	)		$	(0.002	)
Discontinued operations		$	—			$	(0.004	)		$	—			$	(0.008	)
Comprehensive Income (Loss)
Net income (loss)		$	(43,876	)		$	(271,845	)		$	(73,539	)		$	(536,989	)
Foreign currency translation gain (loss)			(667	)			(7,678	)			(715	)			4,424
Comprehensive income (loss)		$	(44,543	)		$	(279,523	)		$	(74,254	)		$	(532,565	)

 

See accompanying notes to financial statements.

 

UAN Cultural & Creative Co., Ltd. and Subsidiaries

(A Development Stage Company)

Consolidated Statement of Cash Flows

(Unaudited)

 

										December 1,
		For the Six Months Ended								2012 to
		June 30, 2013				June 30, 2012				June 30, 2013
Cash Flows from Operating Activities
Net income (loss)		$	(73,539	)		$	(536,989	)		$	(178,994	)
Less: Income (Loss) from discontinued operations			—				(416,182	)			(43,960	)
Loss from continuing operations			(73,539	)			(120,807	)			(135,034	)
Adjustments to reconcile net (loss) to net cash used in operating activities:
Non-cash items:
Increase in other current assets			—				(40,793	)			5,802
Increase (Decrease) in accounts payable & accrued expenses			(23,650	)			(60,801	)			95
Net cash used in operating activities of continuing operations			(97,189	)			(222,401	)			(129,137	)
Net cash provided by operating activities of discontinued operations			—				156,525				46,897
Net cash used in operating activities			(97,189	)			(65,876	)			(82,240	)
Cash Flows from Investing Activities
Net cash provided by investing activities of discontinued operations			—				(96,875	)			(20,052	)
Net cash provided by (used in) investing activities			—				(96,875	)			(20,052	)
Cash Flows from Financing Activities
(Repayment)/Proceeds of advances from shareholders & officers			86,248				(78,761	)			86,757
Net cash provided by financing activities of continuing operations			86,248				(78,761	)			86,757
Net cash provided by financing activities of discontinued operations			—				690				(7,224	)
Net cash provided by financing activities			86,248				(78,071	)			79,533
Effect of exchange rate change on cash			2				4,423				317
Net increase (decrease) in cash and cash equivalents			(10,939	)			(236,399	)			(22,442	)
Cash and cash equivalents
Beginning of period			15,131				364,328				26,592
End of period			4,192				127,929				4,150
Less: cash and cash equivalents of discontinued operations at end of year			21				103,635				21
Cash and cash equivalents of continuing operations at end of year		$	4,171			$	24,294			$	4,171
Supplemental disclosure of cash flow information:
Interest paid		$	—			$	27,317			$	—
Income taxes paid		$	—			$	—			$	—

 

See accompanying notes to financial statements.

 

 

UAN CULTURAL & CREATIVE CO., LTD. AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1—ORGANIZATION AND BUSINESS OPERATIONS

 

UAN Cultural & Creative Co., Ltd. (formerly named Good Harbor Partners Acquisition Corp.) (“UAN CCC”) was incorporated in Delaware on August 10, 2005 to serve as a vehicle to effect a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business in the security industry. The registration statement for UAN CCC’s initial public offering (the “Offering”) was declared effective on March 8, 2006. The net proceeds of the offering were segregated in a trust account and the Company was obligated to return the segregated funds to the investors in the event it did not complete a business combination within 18 months (24 months, under certain circumstances). On November 15, 2007, UAN CCC announced the termination of its previously announced letters of intent for business combinations in the security industry. Because UAN CCC had not completed any business combination within the required time period, UAN CCC liquidated the segregated funds held in the trust account, returned the funds to the investors, redeemed the Class B Common Stock the investors acquired in the Offering and reconstituted UAN CCC as an ongoing business corporation. As a result of the foregoing, the Company became a public shell company.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

 

 

 

NOTE 2—OFFERING

 

In the Offering, effective March 8, 2006, the Company sold to the public an aggregate of 57,500 Series A Units and 529,000 Series B Units at a price of $85 and $101 per unit, respectively. Proceeds from the initial public offering totaled approximately $54.9 million, which was net of approximately $3.4 million in underwriting and other expenses. Each Series A Unit consists of two shares of the Company's common stock, and ten Class Z Warrants (a “Class Z Warrant”). Each Series B Unit consists of two shares of the Company's Class B common stock, and two Class W Warrants (a “Class W Warrant”).

 

The Class Z Warrants expired on March 7, 2013 or earlier upon redemption. The Class W Warrants expired on March 7, 2011. The Company may redeem the outstanding Class Z Warrants with the prior consent of HCFP/Brenner Securities LLC (“HCFP”), the representative of the underwriters of the Offering, in whole and not in part, at a price of $0.50 per warrant at any time after the warrants become exercisable, upon a minimum of 30 days' prior written notice of redemption, and if, and only if, the last sale price of the Company’s common stock equals or exceeds $87.50 per share for a Class Z Warrant for any 20 trading days within a 30 trading day period ending three business days before the Company sent the notice of redemption.

 

At the closing of this offering, the Company sold to HCFP the underwriters for an aggregate of $100, an option (the “Underwriter's Purchase Option” or “UPO”) to purchase up to a total of 2,500 additional Series A Units and/or 23,000 additional Series B Units. The UPO expired on March 7, 2011.

 

The exercise price and number of shares of Common Stock issuable on exercise of the Class W warrants and Class Z warrants may be adjusted in certain circumstances including in the event of a stock dividend, or our recapitalization, reorganization, merger or consolidation. Such adjustment occurred as a result of the one-for-ten reverse split of the Company’s Common Stock effected on August 27, 2010 (the “Reverse Split”) and the number of shares of Common Stock purchasable under the Class Z warrants reduced tenfold and the exercise prices increased tenfold. However, the Class Z warrants will not be adjusted for issuances of Common Stock at a price below their respective exercise prices.

 

NOTE 3—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

INTERIM FINANCIAL STATEMENTS

 

The accompanying unaudited condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission and should be read in conjunction with the Company’s audited financial statements and footnotes thereto for the year ended December 31, 2012, included in the Company’s Form 10-K filed on May 16, 2013. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. The financial statements reflect all adjustments (consisting primarily of normal recurring adjustments) that are, in the opinion of management necessary for a fair presentation of the Company’s financial position and results of operations. The operating results for the three and six months ended June 30, 2013 are not necessarily indicative of the results to be expected for any other interim period of a future year.

 

BASIS OF PRESENTATION

 

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

 

RECLASSIFICATION

 

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

 

 

DISCONTINUED OPERATIONS

 

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

 

USE OF ESTIMATES

 

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

 

CASH AND CASH EQUIVALENTS

 

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

 

CONCENTRATION OF CREDIT RISK

 

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

 

COMPREHENSIVE INCOME

 

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

 

EARNINGS (LOSS) PER SHARE

 

Basic earnings (loss) per share is computed by dividing income (loss) available to common stockholders by the weighted average common shares outstanding for the period and Class B common stock outstanding prior to its redemption. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. The average market price of the common shares is below the exercise price of the outstanding warrants therefore not included in the calculation for dilutive share.

 

 

The computation of basic and diluted earnings (loss) per share for the three and six months ended June 30, 2013 and 2012 as follows:

 

		For the Three Months Ended								For the Six Months Ended
		June 30, 2013				June 30, 2012				June 30, 2013				June 30, 2012
Numerator:
Net Income/(Loss) from continuing operation		$	(43,876	)		$	(72,921	)		$	(73,539	)		$	(120,807	)
Net income/(loss) from discontinued operation		$	—			$	(198,924	)		$	—			$	(416,182	)
Denominator
Weighted average common shares outstanding – basic			53,672,708				53,672,708				53,672,708				53,672,708
Dilution associated with W and Z warrants			—				—				—				—
Weighted average common share outstanding – diluted			53,672,708				53,672,708				53,672,708				53,672,708
Basic earnings (loss) per share
Continuing operations		$	(0.001	)		$	(0.001	)		$	(0.001	)		$	(0.002	)
Discontinuing operations		$	—			$	(0.004	)		$	—			$	(0.008	)
Diluted earnings (loss) per share
Continuing operations		$	(0.001	)		$	(0.001	)		$	(0.001	)		$	(0.002	)
Discontinuing operations		$	—			$	(0.004	)		$	—			$	(0.008	)

 

FAIR VALUE OF FINANCIAL INSTRUMENTS

 

FASB ASC Topic 820, “Fair Value measurement and Disclosures”, an Accounting Standard Update. In September 2009, the FASB issued this Update to amendments to Subtopic 820-10, “Fair Value Measurements and Disclosures”. Overall, for the fair value measurement of investments in certain entities that calculates net asset value per share (or its equivalent). The amendments in this Update permit, as a practical expedient, a reporting entity to measure the fair value of an investment that is within the scope of the amendments in this Update on the basis of the net asset value per share of the investment (or its equivalent) if the net asset value of the investment (or its equivalent) is calculated in a manner consistent with the measurement principles of Topic 946 as of the reporting entity’s measurement date, including measurement of all or substantially all of the underlying investments of the investee in accordance with Topic 820. The amendments in this Update also require disclosures by major category of investment about the attributes of investments within the scope of the amendments in this Update, such as the nature of any restrictions on the investor’s ability to redeem its investments at the measurement date, any unfunded commitments (for example, a contractual commitment by the investor to invest a specified amount of additional capital at a future date to fund investments that will be made by the investee), and the investment strategies of the investees. The major category of investment is required to be determined on the basis of the nature and risks of the investment in a manner consistent with the guidance for major security types in GAAP on investments in debt and equity securities in paragraph 320-10-50-lB. The disclosures are required for all investments within the scope of the amendments in this Update regardless of whether the fair value of the investment is measured using the practical expedient. The amendments in this Update apply to all reporting entities that hold an investment that is required or permitted to be measured or disclosed at fair value on a recurring or non-recurring basis and, as of the reporting entity’s measurement date, if the investment meets certain criteria The amendments in this Update are effective for the interim and annual periods ending after December 15, 2009. Early application is permitted in financial statements for earlier interim and annual periods that have not been issued.

 

REVENUES

 

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

 

 

ADVERTISING COSTS

 

Advertising costs are expensed as incurred and included in selling, general and administrative expenses. The Company has not incurred any advertising expense for the three and six months ended June 30, 2013 and 2012, respectively.

 

FOREIGN CURRENCY TRANSLATIONS

 

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

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

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

 

Transactions denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the date of the transactions. Exchange gains or losses on transactions are included in earnings.

 

The consolidated financial statements of the Company are translated into U.S. dollars in accordance with the standard, “Foreign Currency Translation,” codified in ASC 830, using rates of exchange at the end of the period for assets and liabilities, and average rates of exchange for the period for revenues, costs, and expenses and historical rates for equity. Translation adjustments resulting from the process of translating the local currency combining financial statements into U.S. dollars are included in determining comprehensive income.

 

At June 30, 2013, the cumulative translation adjustments of $(2,112), were classified as items of accumulated other comprehensive loss in the stockholders’ equity section of the balance sheet. Other comprehensive income (loss) was $(667) and $(7,678) for three months ended; and $(715) and $4,424 for the six months ended June 30, 2013 and 2012, respectively.

 

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

 

		Balance Sheet Rate		Average Rate
June 30, 2013		29.93		29.48
December 31, 2012		29.02
June 30, 2012				29.71

 

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

 

		Balance Sheet Rate		Average Rate
June 30, 2013		7.76		7.76
December 31, 2012		7.75
June 30, 2012		N/A		N/A

 

INCOME TAXES

 

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

 

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

 

NEW ACCOUNTING PRONOUNCEMENTS

 

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

 

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

 

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

 

In July 2012, the FASB issued ASU No. 2012-02, Testing Indefinite-Lived Intangible Assets for Impairment. Under this standard, entities testing long-lived intangible assets for impairment now have an option of performing a qualitative assessment to determine whether further impairment testing is necessary. If an entity determines, on the basis of qualitative factors, that the fair value of the indefinite-lived intangible asset is more-likely-than-not less than the carrying amount, the existing quantitative impairment test is required. Otherwise, no further impairment testing is required. For the Company, this ASU is effective beginning January 1, 2013, with early adoption permitted under certain conditions. The adoption of this standard is not expected to have a material impact on the Company’s consolidated results of operations or financial condition.

 

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

 

NOTE 4 — GOING CONCERN

 

As of June 30, 2013, the Company had incurred accumulated losses of $3,156,096 that include a net loss of $43,876 and $73,539 for the three and six months ended June 30, 2013, respectively. The Company is actively pursuing additional funding and a potential merger or acquisition candidate and strategic partners, which would enhance owners’ investment. There can be no assurance the Company will be successful in its effort to secure additional equity financing. The Company’s ability to continue as a going concern is contingent upon its ability to secure financing and attain profitable operations.

 

 

NOTE 5 — DISCONTINUED OPERATIONS

 

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

 

The Company recognized $11,371 loss on the disposition of discontinued operations.

 

Summarized financial information for discontinued operations is as follow:

 

		For the Three Months Ended								For the Six Months Ended
		June 30, 2013				June 30, 2012				June 30, 2013				June 30, 2012
Discontinued Operations
Revenues, net		$	—			$	339,929			$	—			$	575,069
Loss from operations of discontinued components		$	—			$	(198,042	)		$	—			$	(415,300	)
Benefit (provision) for income taxes			—				(882	)			—				(882.00	)
Loss from operations of discontinued components, net of tax		$	—			$	(198,924	)		$	—			$	(416,182	)
Disposal
Loss on disposal in discontinued components		$	—			$	—			$	—			$	—
Benefit (provision) for income taxes			—				—				—				—
Loss on disposal in discontinued components, net of tax		$	—			$	—			$	—			$	—
Loss from discontinued operations, net of tax		$	—			$	(198,924	)		$	—			$	(416,182	)

 

		June 30, 2013				December 31, 2012
Assets
Cash and equivalents		$	21			$	21
Accounts receivables, net			—				—
Inventories			—				—
Other current assets			2,249				2,319
Restricted cash			492				508
Fixed assets, net			—				—
Due from affiliated companies			19,442				20,052
Other assets			—				—
Total assets of discontinued operations		$	22,204			$	22,900
Liabilities
Accounts payables and accrued expenses		$	—			$	—
Notes payable			—				—
Advances from related parties			—				—
Other current liabilities			—				—
Long term notes payable			—				—
Total liabilities of discontinued operations		$	—			$	—

 

 

NOTE 6 — INCOME TAXES

 

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

 

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

 

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

 

UAN CCC has cumulative net operating tax loss carryover (the “NOL”) of approximately $3.0 million at June 30, 2013, which are not likely to be fully realized and consequently a full valuation allowance has been established relating to this deferred tax assets. The final portion of the NOL will expires in 20 years.

 

UAN CCC has foreign tax credit carryover of approximately (the “FTC”) $37,000 at June 30, 2013. The final portion of the FTC will expire in 10 years.

 

Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts and are based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred income tax assets to the amount expected to be realized. The deferred income tax asset related to the above noted NOL in the amount of approximately $3.0 million and FTC in the amount of $37,000 has been reduced by a related allowance of equal amount at June 30, 2013.

 

Income/(Loss) before Income Taxes  from continuing operations for the three and six months ended June 30, 2013 and 2012 were as follows:

 

		For the Three Months Ended								For the Six Months Ended
		June 30, 2013				June 30, 2012				June 30, 2013				June 30, 2012
United States		$	(43,876	)		$	(72,921	)		$	(73,500	)		$	(120,807	)
Hong Kong			—				—				(39	)			—
Total Income (Loss) before Tax		$	(43,876	)		$	(72,921	)		$	(73,539	)		$	(120,807	)

 

Provisions for Income from continuing operations for the three and six months ended June 30, 2013 and 2012 were as follows:

 

For the Three Months Ended

For the Six Months Ended

June 30, 2013

June 30, 2012

June 30, 2013

June 30, 2012

United States

$

—

$

—

$

—

$

—

Hong Kong

—

—

—

—

Total Tax Expense

$

—

$

—

$

—

$

—

 

 

Reconciliations of statutory rates to effective tax rates from continuing operations for the six months ended June 30, 2013 and 2012 were as follows:

 

		For the Three Months Ended								For the Six Months Ended
		June 30, 2013				June 30, 2012				June 30, 2013				June 30, 2012
US Federal Statutory Tax Rate			39.0%				39.0%				39.0%				39.0%
Hong Kong Foreign Tax Rate			0.0%				0.0%				0.0%				0.0%
US State Income Tax Rate Effected			0.0%				0.0%				0.0%				0.0%
Foreign Tax Credit			0.0%				0.0%				0.0%				0.0%
Tax Exemption Allowance			0.0%				0.0%				0.0%				0.0%
Net Operating Loss Carryforward			-39.0%				-39.0%				-39.0%				-39.0%
Effective Worldwide Tax Rate			0.0%				0.0%				0.0%				0.0%

 

NOTE 7—COMMITMENTS & CONTINGENCIES

 

Office Space Lease

The Company entered into a month to month office space lease of the Company's office space in Michigan state for $200 a month starting December 2012. The rent expense for the three and six months ended June 30, 2013 were $600 and $1,200, respectively.

 

Solicitation Services

The Company has engaged HCFP, on a non-exclusive basis, to act as its agent for the solicitation of the exercise of the Company’s Class W Warrants and Class Z Warrants. In consideration for solicitation services, the Company will pay HCFP a commission equal to 5% of the exercise price for each Class W Warrant and Class Z Warrant exercised after March 8, 2007 if the exercise is solicited by HCFP. No solicitation services have been provided to date.

 

Litigation

In November 2012, the Company’s prior president, chairman and director is subject to lawsuit for marketing manners used in sales of artwork in Taiwan. In accordance with Taiwan’s Law, the Company’s bank accounts in Taiwan are accordingly frozen during the litigation period. As of June 30, 2013, restricted cash for this litigation is $492.

 

NOTE 8—CAPITAL STOCK

 

Preferred Stock

 

The Company is authorized to issue up to 5,000 shares of Preferred Stock with such designations, voting, and other rights and preferences as may be determined from time to time by the Board of Directors.

 

Common Stock and Class B Common Stock

 

The Company’s certificate of incorporation was amended to increase the authorization to issue shares of common stock from 80,000,000 to 100,000,000 on August 27, 2010. This amendment also effected a one-for-ten reverse split of the Company’s Common Stock.

 

On November 1, 2010 the Company completed an “offshore” private offering of its common stock to investors who qualified as “Non U.S. Persons” under Regulation S of the Securities Act of 1933. This offering for 50,000,000 shares of Common Stock at a price of $0.02 per share has generated gross proceeds to the Company of $999,718. David Chen-Te Yen, Director, at the time of this transaction owned approximately 42.0% of our common stock,

 

As of June 30, 2013, there are 44,150,490 shares of common stock available for future issuance, after appropriate reserves for the issuance of common stock in connection with the Class Z Warrants, the Underwriters Purchase Option and the officer’s and director’s Class Z Warrants. The Company currently has no commitments to issue any shares of common stock.

 

 

NOTE 9—WARRANTS AND OPTION TO PURCHASE COMMON STOCK

 

Class W Warrants

 

Each Class W warrant entitles the registered holder to purchase one share of our Common Stock at a price of $50 per share. The Class W warrants expired on March 7, 2011.

 

Class Z Warrants

 

Each Class Z warrant entitles the registered holder to purchase one share of our Common Stock at a price of $50 per share, subject to adjustment as discussed below, at any time commencing on the later of:

 

•

the completion of a Business Combination as further described in the IPO registration statement; and

 

•

March 8, 2007.

 

The Class Z warrants expired on March 7, 2013.

 

The exercise price and number of shares of Common Stock issuable on exercise of the Class Z warrants may be adjusted in certain circumstances including in the event of a stock dividend, or our recapitalization, reorganization, merger or consolidation. Such adjustment occurred as a result of the one-for-ten reverse split of the Company’s Common Stock effected on August 27, 2010 (the “Reverse Split”) and the number of shares of Common Stock purchasable under the Class Z warrants reduced tenfold and the exercise prices increased tenfold. However, the Class Z warrants will not be adjusted for issuances of Common Stock at a price below their respective exercise prices.

 

No warrants will be exercisable unless at the time of exercise a prospectus relating to Common Stock issuable upon exercise of the warrants is current and the Common Stock has been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Under the terms of the warrant agreement, we have agreed to meet these conditions and to maintain a current prospectus relating to Common Stock issuable upon exercise of the warrants until the expiration of the warrants. However we have not done so, since we do not believe it to be likely that the warrants will be exercised given the current price of our Common Stock is significantly below the exercise price of the warrants.

 

No fractional shares will be issued upon exercise of the Class Z warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round up to the nearest whole number the number of shares of Common Stock to be issued to the warrant holder.

 

NOTE 10—RELATED PARTY TRANSACTIONS

 

At June 30, 2013, the Company has an outstanding payable of $10,119 to Yuan-Hao Chang (shareholder and consultant to the Company) for which the Company has advanced to Mr. Chang for expenses to be incurred on behalf of the Company.

 

Mr. Chang also provides various consulting and professional services to the Company for which he is compensated. Consulting and professional expense for Mr. Chang were $7,500 and $0 for the three months ended, and $7,500 and $0 for the six months ended June 30, 2013 and 2012, respectively. At June 30, 2013, the outstanding consulting fee payable to Mr. Chang was $13,000.

 

At June 30, 2013, the Company has an outstanding payable of $2,700 to Parashar Patel (shareholder and CEO of the Company) for which Mr. Patel has paid expenses on behalf of the Company and certain unpaid consulting expenses compensation.

 

At June 30, 2013, the Company has an outstanding payable of $9,978 to Chung-Hua Yang (CFO of the Company) for which Mr. Yang has advanced to the Company as working capital.

 

 

At June 30, 2013, the Company has an outstanding payable of $42,000 to Chih-Hung Cheng (Director of the Company) for which Mr. Cheng has advanced to the Company as working capital.

 

At June 30, 2013, the Company, through its discontinued Taiwan branch and subsidiary, has an outstanding receivable of $19,442 from UAN Power Corp, an affiliated company which the shareholders and the directors of the Company have certain ownership.

 

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

 

In July 2010, Mr. David Chen-Te Yen (Chairman, director, and shareholder of the Company) loaned the Company $300,000 in demand notes bearing interest at 8%. This demand note was repaid on December 3, 2010. The related accrued interest of $8,482 remains unpaid at June 30, 2013.

 

In July 2010, Mr. Yuan-Ho Chang (shareholder and consultant to the Company) loaned the Company $200,000 in demand notes bearing interest at 8%. This demand note was repaid on November 1, 2011. The related accrued interest of $27,317 was repaid in March 2012.

 

Item 2.   Management's Discussion and Analysis of Financial Condition and Result of Operations

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "could", "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

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

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

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

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

Description of Business

Background

We were incorporated on August 10, 2005 under the laws of the State of Delaware to serve as a vehicle to effect a merger, capital stock exchange, asset acquisition or other similar business combination with an entity that has an operating business in the security industry. Our principal executive offices are located at 102 North Ave, Mt. Clemens, Michigan 48043. Our telephone number is (586) 430-5605.

We completed an initial public offering on March 15, 2006 based on that business plan. Stockholder funds raised in the offering were segregated in a trust account and we were obligated to return the segregated funds to the investors in the event that we did not complete a business combination within 18-months (24 months, under certain circumstances). By the end of the 18-month period we had not engaged in any operations, generated any revenues, or incurred any debt or expenses other than in connection with the initial public offering. Since we were not able to consummate our business plan and no business combination was completed within the required time period, we liquidated the segregated funds held in the trust account, returned the funds to the investors in the offering, redeemed the Class B common stock the investors acquired in the offering and reconstituted our company as an ongoing business corporation. As a result of the foregoing, we became a public shell company.

The securities issued in our initial public offering consisted of Class A common stock, which is now regular common stock; Class W warrants; Class Z warrants; Class B common stock, which was redeemed from the stockholders when the funds raised in the initial public offering were returned to them and is no longer outstanding; Class A units, which consisted of two shares of Class A common stock and ten Class Z warrants; and Class B units, which consisted of two shares of Class B common stock and two Class W warrants. The Class W and Class Z warrants have expired.

We experienced a change in control on June 30, 2010, both at the stockholder and director levels, as the result of the purchase of 35,095,100 shares of our common stock, approximately 95.6% of our common stock which was issued and outstanding on that date, by eight persons and the simultaneous reconstitution of our board of directors. Our new board of directors created a new business plan and initiated a business involving the sale and appraisal of authentic and high quality works of art, primarily paintings, initially in Taiwan.

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

In October and November 2010, we completed an “offshore” private placement of 50,000,000 shares of common stock at a price of $0.02 per share, which generated gross proceeds of $1,000,000.

We used the funds from these loans and from our private placement to initiate and further our art business plan. We hope to fund continuing operations and grow our business with the income we generate from operations. However, there can be no assurance that we will not incur operating losses in the future, in which case additional funds may be required for us to continue as a going concern. We cannot predict the amount of additional funds that we may require.

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

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

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

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

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

Our Current Business

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

 

Results of Operations

Three Months Ended June 30, 2013 and June 30, 2012

		Three Months Ended June 30,
		2013			2012
Revenue	$	Nil		$	Nil
Cost of Sales	$	Nil		$	Nil
Operating Expenses	$	43,877		$	72,937
Interest (Income) Expense	$	(1)		$	(16)
Provision for Income Tax	$	-		$	-
Net Income (Loss)	$	(43,876)		$	(72,921)

 

Revenues

 

We discontinued our art gallery business on December 1, 2012 and did not recognize any revenues from operations.

Operating Expenses

Our operating expenses for the three months ended June 30, 2013 consisted of selling, general and administrative expenses, which include bank service charges, printing costs, legal and accounting fees, rent, telephone, travel expense, consulting fees, media relations fees, transfer agency fees and other miscellaneous administrative expenses. Our selling, general and administrative expenses were $43,877 during the three months ended June 30, 2013 compared to $72,937 during the same period in 2012. Our company reduced its spending in legal and accounting fee as a result from management effective cost cutting strategy.

Other Income/(Expenses)

We earned nominal income of $1 from interest during the three months ended June 30, 2013 compared to $16 of interest income during the three month ended June 30, 2012. The decrease in income during the second quarter of fiscal 2013 resulted primarily from lower cash balance in the bank.

Provision for Income Tax

To date we have made no provisions for income tax. Our company has certain deferred tax asset such as net operating loss carryover and foreign tax credit to offset future income.

Net Income (Loss)

We had a net loss from operations of $43,876 for the three months ended June 30, 2013, compared to our net loss of $72,921 incurred in the three months ended June 30, 2012. Our net loss of $43,876 was attributable to the discontinuation of our art gallery business and management effective cost cutting strategy for the three months ended June 30, 2013.

 

Six Months Ended June 30, 2013 and June 30, 2012

		Six Months Ended June 30,
		2013			2012
Revenue	$	Nil		$	Nil
Cost of Sales	$	Nil		$	Nil
Operating Expenses	$	73,560		$	113,642
Interest (Income) Expense	$	(21)		$	7,165
Provision for Income Tax	$	Nil		$	Nil
Net Income (Loss)	$	(73,539)		$	(120,807)

 

Operating Expenses

 

Our operating expenses for the six months ended June 30, 2013 consisted of selling, general and administrative expenses, which include bank service charges, printing costs, legal and accounting fees, rent, telephone, travel expense, consulting fees, media relations fees, transfer agency fees and other miscellaneous administrative expenses. Our selling, general and administrative expenses were $73,560 during the six months ended June 30, 2013 compared to $113,642 during the same period in 2012. Our company reduced its spending in legal and accounting fee as a result from management effective cost cutting strategy.

Other Income/(Expenses)

We earned nominal income of $21 from interest during the six months ended June 30, 2013 compared to $7,165 of interest expense incurred during the three month ended June 30, 2012. The decrease in expense during the second quarter of fiscal 2013 resulted primarily from repayment of outstanding related party loans and as a result decrease in accrued interest expenses.

Net Income (Loss)

We had a net loss from operations of $73,539 for the six months ended June 30, 2013, compared to our net loss of $120,807 incurred in the six months ended June 30, 2012. Our net loss of $73,539 was attributable to the discontinuation of our art gallery business and management effective cost cutting strategy for the six months ended June 30, 2013.

Liquidity and Capital Resources

Working Capital

		At				At
		June 30,				December 31,
		2013				2012
Current Assets		$	6,426			$	25,922
Current Liabilities		$	131,082			$	76,935
Working Capital (Deficit)		$	(124,656	)		$	(51,013	)

 

 

Cash Flows

 

		Six Months				Six Months
		Ended				Ended
		June 30,				June 30,
		2013				2012
Net Cash used in Operating Activities		$	(97,189	)		$	(65,876	)
Net Cash provided by (used in) Investing Activities		$	Nil			$	(96,875	)
Net Cash provided by (used in) Financing Activities		$	86,248			$	(78,071	)

 

As of June 30, 2013 we had total assets of $26,375, total liabilities of $131,082, and shareholders’ deficit of $104,707, compared to total assets of $868,502, total liabilities of $433,827 and shareholders’ equity of $434,675 as of June 30, 2012. Our current assets as at June 30, 2013 were $6,426, including cash and cash equivalents of $4,171 and assets from discontinued operations of $2,255. As at June 30, 2012 we had current assets of $506,158 including cash and cash equivalents of $24,294, other current assets of $40,793, and current assets from discontinued operations of $441,071.

Cash and cash equivalents as of June 30, 2013 decreased by $10,939 from December 31, 2012. Our working capital deficit was $124,656 as at June 30, 2013 compared to a working capital of $245,932 as at June 30, 2012.

Net cash used in our operating activities during the six months ended June 30, 2013 was $97,189, as compared to net cash used in operating activities of $65,876 for the six months ended June 30, 2012.

Net cash provided by investing activities in the six months ended June 30, 2013 was $Nil, compared to $96,875 used in investing activities during the six months ended June 30, 2012. The net cash used in investing activities in 2012 is attributable to discontinued operations.

Net cash provided by financing activities in the six months ended June 30, 2013 was $86,248, compared to $78,071 used in financing activities in the six months ended June 30, 2012. The net increase in cash provided by financing activities in 2013 resulted primarily from proceeds of advances from shareholders and officers.

Critical Accounting Policies

Interim Financial Statements

The accompanying unaudited condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission and should be read in conjunction with our company’s audited financial statements and footnotes thereto for the year ended December 31, 2012, included in our company’s Form 10-K filed on May 16, 2013. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. However, our company believes that the disclosures are adequate to make the information presented not misleading. The financial statements reflect all adjustments (consisting primarily of normal recurring adjustments) that are, in the opinion of management necessary for a fair presentation of our company’s financial position and results of operations. The operating results for the three and six months ended June 30, 2013 are not necessarily indicative of the results to be expected for any other interim period of a future year.

Basis of Presentation

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

 

Reclassification

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

Discontinued Operations

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

Use of Estimates

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

Cash and Cash Equivalents

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

Concentration of Credit Risk

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

Comprehensive Income

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

Earnings (Loss) Per Share

Basic earnings (loss) per share is computed by dividing income (loss) available to common stockholders by the weighted average common shares outstanding for the period and Class B common stock outstanding prior to its redemption. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. The average market price of the common shares is below the exercise price of the outstanding warrants therefore not included in the calculation for dilutive share.

 

The computation of basic and diluted earnings (loss) per share for the six months ended June 30, 2013 and 2012 as follows: 

		For the Six Months Ended
		June 30, 2013				June 30, 2012
Numerator:
Net Income/(Loss) from continuing operation		$	(43,876	)		$	(72,921	)
Net income/(loss) from discontinued operation		$	Nil	l		$	(198,924	)
Denominator
Weighted average common shares outstanding – basic			53,672,708				53,672,708
Weighted average common share outstanding – diluted			53,672,708				53,672,708
Basic earnings (loss) per share
Continuing operations		$	(0.001	)		$	(0.002	)
Discontinuing operations		$	Nil			$	(0.008	)
Diluted earnings (loss) per share
Continuing operations		$	(0.001	)		$	(0.002	)
Discontinuing operations		$	Nil			$	(0.008	)

Fair Value of Financial Instruments

FASB ASC Topic 820, “Fair Value measurement and Disclosures”, an Accounting Standard Update. In September 2009, the FASB issued this Update to amendments to Subtopic 820-10, “Fair Value Measurements and Disclosures”. Overall, for the fair value measurement of investments in certain entities that calculates net asset value per share (or its equivalent). The amendments in this Update permit, as a practical expedient, a reporting entity to measure the fair value of an investment that is within the scope of the amendments in this Update on the basis of the net asset value per share of the investment (or its equivalent) if the net asset value of the investment (or its equivalent) is calculated in a manner consistent with the measurement principles of Topic 946 as of the reporting entity’s measurement date, including measurement of all or substantially all of the underlying investments of the investee in accordance with Topic 820. The amendments in this Update also require disclosures by major category of investment about the attributes of investments within the scope of the amendments in this Update, such as the nature of any restrictions on the investor’s ability to redeem its investments at the measurement date, any unfunded commitments (for example, a contractual commitment by the investor to invest a specified amount of additional capital at a future date to fund investments that will be made by the investee), and the investment strategies of the investees. The major category of investment is required to be determined on the basis of the nature and risks of the investment in a manner consistent with the guidance for major security types in GAAP on investments in debt and equity securities in paragraph 320-10-50-lB. The disclosures are required for all investments within the scope of the amendments in this Update regardless of whether the fair value of the investment is measured using the practical expedient. The amendments in this Update apply to all reporting entities that hold an investment that is required or permitted to be measured or disclosed at fair value on a recurring or non-recurring basis and, as of the reporting entity’s measurement date, if the investment meets certain criteria The amendments in this Update are effective for the interim and annual periods ending after December 15, 2009. Early application is permitted in financial statements for earlier interim and annual periods that have not been issued.

Revenues

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

Advertising Costs

Advertising costs are expensed as incurred and included in selling, general and administrative expenses. Our company has not incurred any advertising expense for the three and six months ended June 30, 2013 and 2012, respectively.

 

Foreign Currency Translations

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

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

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

Transactions denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the date of the transactions. Exchange gains or losses on transactions are included in earnings.

The consolidated financial statements of our company are translated into U.S. dollars in accordance with the standard, “Foreign Currency Translation,” codified in ASC 830, using rates of exchange at the end of the period for assets and liabilities, and average rates of exchange for the period for revenues, costs, and expenses and historical rates for equity. Translation adjustments resulting from the process of translating the local currency combining financial statements into U.S. dollars are included in determining comprehensive income.

At June 30, 2013, the cumulative translation adjustments of $(2,112), were classified as items of accumulated other comprehensive loss in the stockholders’ equity section of the balance sheet. For the six months ended June 30, 2013 and 2012, other comprehensive income (loss) was $(715) and $4,424, respectively.

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

				Balance Sheet Rate				Average Rate
	June 30, 2013				29.93				29.48
	December 31, 2012				29.02				N/A
	June 30, 2012				N/A				29.71

 

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

				Balance Sheet Rate				Average Rate
	June 30, 2013				7.76				7.76
	December 31, 2012				7.75				N/A

Income Taxes

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

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

 

New Accounting Pronouncements

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

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

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

In July 2012, the FASB issued ASU No. 2012-02, Testing Indefinite-Lived Intangible Assets for Impairment. Under this standard, entities testing long-lived intangible assets for impairment now have an option of performing a qualitative assessment to determine whether further impairment testing is necessary. If an entity determines, on the basis of qualitative factors, that the fair value of the indefinite-lived intangible asset is more-likely-than-not less than the carrying amount, the existing quantitative impairment test is required. Otherwise, no further impairment testing is required. For our company, this ASU is effective beginning January 1, 2013, with early adoption permitted under certain conditions. The adoption of this standard is not expected to have a material impact on our company’s consolidated results of operations or financial condition.

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

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.

 

Item 3.    Quantitative and Qualitative Disclosure About Market Risks

We are a smaller reporting company and are not required to provide the information under this item.

Item 4.    Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.

As of the end of our quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our chief executive officer (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.

Changes in Internal Controls

During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1.    Legal Proceedings

In November 2012, our company’s prior president, chairman and director is subject to lawsuit for marketing manners used in sales of artwork in Taiwan. In accordance with Taiwan’s Law, our company’s bank accounts in Taiwan are accordingly frozen during the litigation period. As of June 30, 2013, restricted cash for this litigation is $507.

Item 1A.    Risk Factors

We are a smaller reporting company and are not required to provide the information under this item.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 3.    Defaults Upon Senior Securities

None.

Item 4.    Mine Safety Disclosures

Not applicable.

 

Item 5.    Other Information

Effective June 1, 2013, our board of directors accepted the resignations of Tzu-Yung Hsu as a director of our company and Wan-Fang Liu as chairman of the board of our company. Wan-Fang Liu remains as president and a member of our board of directors of our company. The resignations of Tzu-Yung Hsu and Wan-Fang Liu were not due to any disagreements with our company.

Subsequently on June 1, 2013, we appointed Tsung-Ming Chang to our board of directors and Chih-Hung Cheng as chairman of the board of our company.

Item 6.    Exhibits

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

 

Exhibit Number	Description
10.9	Form of Common Stock Purchase Agreement dated November 13, 2009 (incorporated by reference to our Quarterly Report on Form 10-Q filed on November 16, 2009)
10.10	Tenancy Agreement dated August 25, 2010 LP (incorporated by reference to our Current Report on Form 8-K filed on October 12, 2010)
10.12	Demand Promissory Note dated July 23, 2010 between our company and David Chen-Te Yen (incorporated by reference to our Registration Statement on Form S-1 filed on October 12, 2010)
10.13	Demand Promissory Note dated July 23, 2010 between our company and Yuan-Hao Chang (incorporated by reference to our Registration Statement on Form S-1 filed on October 12, 2010)
10.14	Tenancy Agreement dated April 5, 2012 between our company and the landlord April 5, 2012 (incorporated by reference to our Annual Report on Form 10-K filed on April 13, 2012)
10.16	Car Lease Agreement dated May 28, 2012 between our company and Taiwan Life Insurance Co., Ltd. (incorporated by reference to our Quarterly Report on Form 10-Q filed on August 20, 2012)
(14)	Code of Ethics
14.1	Code of Ethics (incorporated by reference to our Annual Report on Form 10-K filed on March 7, 2011)
(21)	Subsidiaries of Registrant
21.1	UAN Cultural and Creative Company Limited, a Hong Kong company UAN Yeh Cultural and Creative Company Limited Taiwan, a Taiwan company
(31)	Rule 13a-14(a)/15d-14(a) Certifications
31.1*	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(32)	Section 1350 Certifications
32.1*	Certification of the Chief Executive Officer Pursuant to 18 U.S.C. 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of the Chief Financial Officer Pursuant to 18 U.S.C. 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(101)**	Interactive Data Files
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

 

*	Filed herewith.

 

**	To be filed by amendment.

 

 

SIGNATURES

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

 

		UAN Cultural & Creative Co., Ltd.
Dated:  August 19, 2013		By:	/s/ Parashar Patel
			Parashar Patel
			Chief Executive Officer, Secretary and Director
			(Principal Executive Officer)
Dated:  August 19, 2013		By:	/s/ Chung Hua Yang
			Chung Hua Yang
			Chief Financial Officer
			(Principal Financial Officer and Chief Accounting Officer)