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EX-32 - ANALYTICA BIO-ENERGY CORPexhibit2032.htm



Washington, D.C. 20549


(Mark One)


OF 1934

For the fiscal year ended December 31, 2013


ACT OF 1934

For the transition period from_________ to____________

Commission file number: 333-127170


(Name of small business issuer in its charter)



(State or other jurisdiction                                       (I.R.S. Employer

                     of incorporation or organization)

           Identification No.)

1896 Stoneybrook Court,

Mississauga, ON L5L 3W2

 (Address of principal executive offices) (Zip Code)

Issuer's telephone number: (905) 824-6200

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

Securities registered under Section 12(g) of the Exchange Act:


(Title of class)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 [X] No [ ]

Check if no disclosure of delinquent filers in response to Item 405 of Regulation S-B is contained in this form, and no disclosure will 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. [X]

State issuer's revenues for its most recent fiscal year: $67,216.

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days: $36,000 as of March 31, 2014.

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 29,180,294 as of March 31, 2014.

Transitional Small Business Disclosure Format (Check one): Yes [X ] No [ ]




Certain statements contained in this Annual Report on Securities and Exchange Commission ("SEC") Form 10-K constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements 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 than any expressed or implied by these forward-looking statements. These statements may be contained in our filings with the Securities and Exchange Commission, press releases, and written or oral presentations made by our representatives to analysts, rating agencies, stockholders, news organizations and others. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "intend", "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "continue," or the negative of these terms or other comparable terminology. Although we believe that the expectations in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements


Uniwell Electronic Corporation formerly Nitar Tech. Corp. is a Delaware corporation organized January 12, 2004. 

From 1995 to the end of December 1999 Luiz O. Brasil and Jose Gustavo Brasil operated Labtech Systems as sole proprietors developing Internet Technology to enhance productivity for various clients. In January 2000 Luiz and Gustavo Brasil jointly transferred their Technology into Labtech Systems Inc., a corporation registered in the Province of Ontario, Canada. Labtech had two (2) lines of business operational; System Consulting and Customized Software Design and Development

On July 22, 2004, Nitar entered into an agreement with Labtech whereby Nitar exchanged 7,030,000 of its shares for all of Labtech’s issued and outstanding stock. As part of this agreement Labtech transferred and assigned to Nitar all of its products and existing consulting contracts. Currently Nitar’s sources of revenue are “System Consulting” (customized software design).

On December 22nd of 2004 NITAR signed a Letter of Intent to acquire Connect Education Systems Inc. Connect Education Systems Inc. owns the software EducationOnTime. This software was developed in Brasil where it is distributed exclusively by Cenecte Educacao of Sao Paulo Brazil with more the 300,000 subscriber. Effective March 6, 2006, Issuer terminated the said Letter of Intent to acquire Connect Education Systems, Inc. Pursuant to the applicable provisions of the said LOI, all content of the Education On Time educational software had to be translated from Portuguese to English before the closing of the LOI. NITAR came to the conclusion that the translation cannot be accomplished at the time that would satisfy the LOI. NITAR did not incur any cost related to the termination of the LOI.

On August 11, 2009, Winscon Electronics Co. Ltd. (“Winscon”), formerly Nitar Tech Corp., negotiated a settlement with Murjan Investments LLC (“Murjan”), whereby Murjan has agreed to accept 13,750,000 restricted common

shares of Winscon as settlement in full regarding $385,000, plus accumulated interests and costs, owed to Murjan, resulting from a contractual obligation entered into on July 6, 2005.

In August 2009 the Company entered into an exchange agreement with Winscon Electronics (Huizhou) Co., Ltd, ("Winscon") to acquire 80% of the assets of Winscon in exchange for 6,000,000 shares of Nitar.

On November 11, 2009, Winscon Electronics Co. Ltd. (“Winscon”) formerly Nitar Tech, Corp., negotiated a settlement with Visionary Investment Group Inc. (“Visionary”)whereby Visionary has agreed to accept 4,600,000 restricted common shares of Winscon as settlement in full regarding $180,000, plus accumulated interest and costs, owed to Visionary, resulting from a contractual obligation entered into on August 9, 2006.  

Winscon Electronics Co. Ltd. (“Winscon”) entered into a Letter of Intent to Purchase, dated January 14, 2010, with Cotronic Manufacturing Co. Ltd. (“Cotronic”), a Taiwan corporation; for the purpose of setting forth the terms and conditions upon which Winscon Electronics Co. Ltd. (“Winscon”) will acquire from Cotronic 100% of all the assets and equity of Cotronic.  

In May 2010 the Company effectively sold off all of its assets and paid all of its liabilities at that time.

The Company has entered into a Definitive Agreement for the Exchange of Common Stock with Uniwell (Chong’s) International Holdings Ltd. The agreement will become effective as of July 30, 2010.  

On July 27, 2010, the Company changed its name to Uniwell Electronic Corporation.

Effective September 15, 2010, Uniwell Electronic Corporation (formerly Winscon Electronics Co. Ltd.) terminated the Letter of Intent to Purchase, dated January 14, 2010, with Cotronic Manufacturing Co. Ltd. (“Cotronic”), a Taiwan corporation. There is no material relationship between the registrant or its affiliates and any of the parties other than in respect of the material definitive agreement.  

Subsequent to May 2010 the Company has been actively seeking a new acquisition to bring a viable business into it.

On September 30, 2013, the Company did a reverse merger with Analytical Bio-Energy Corp out of Taiwan and also changed its name to correspond with the merger to Analytica Bio-Energy Crop.  The purchase price consisted of 8,000,000 shares of common stock of the Company to satisfy the merger.  These shares were issued in February 2014.

The Company changed its year end to December 31, 2013 to correspond to the year end of its subsidiary.

Analytica Bio-Energy Corp. has developed new patented technology; technology that removes all toxic and hazardous chemicals prior to disposal.  The system is described below:

NH3-N wastewater treatment process is ultrafiltration, microfiltration, reverse osmosis, EDI and other different membrane processes that work together organically, to achieve an efficient NH3-N removal NH3-N wastewater treatment process. Treated effectively it can directly meet boiler feed water, process water, electronic ultra-pure water, reusable water and other requirements in the system. The process has been successfully used in the semiconductor industry, LED PCB solar photovoltaic industry, electric power, metallurgy, petrochemical and other fields. The process is the key technology of EDI systems electro dialysis (ED) and ion exchange technology (DI) in the combination, operation, easy maintenance, and no emissions. In the special membrane processing system, used as an ultrafiltration pretreatment, generally hollow fibers with a diameter of 1mm, are used in the raw water to remove suspended solids, and colloids. UF pretreatment is the biggest problem polluting the membrane and membrane clogging of this is often set in front of polluting the pre-screening program to remove large particle of suspended solids in the pre-filter before adding flocculants. Control system uses IPC program control, automatic start and stop, rinse, and automatic monitoring various operating parameters for production management. The further removal of NH3-N recovery into a valuable chemical feedstock recycling.

Item 2. Properties

At this time there are no properties in the name of the Company.

Item 3. Legal Proceedings


Item 4. Mining Safety Disclosures

Not applicable

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchasers of Equity Securities

The Company trades under the symbol ABEC on the OTCQB. No dividends have been declared or paid on the Company's securities, and it is not anticipated that any dividends will be declared or paid in the foreseeable future.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Note Regarding Forward Looking Statements.

This annual report on Form 10-K of ANALYTICA BIO-ENERGY CORP.  for the period ended December 31, 2013, contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. To the extent that such statements are not recitations of historical fact, such statements constitute forward-looking statements which, by definition, involve risks and uncertainties. In particular, statements under the Sections; Description of Business, Management's Discussion and Analysis of Financial Condition and Results of Operations contain forward-looking statements. Where, in any forward-looking statement, the Company expresses an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will result or be achieved or accomplished.

The following are factors that could cause actual results or events to differ materially from those anticipated, and include but are not limited to: general economic, financial and business conditions; changes in and compliance with governmental regulations; changes in tax laws; and the costs and effects of legal proceedings.



an abrupt economic change resulting in an unexpected downturn in demand;



governmental restrictions or excessive taxes on land;



over-abundance of companies developing commercial properties to lease space or sell the developed building;



economic resources to support the development of our projects;



expansion plans, access to potential clients, and advances in technology; and



lack of working capital that could hinder the land acquisition for development of our projects.

Financial information provided in this Form 10-K, for periods subsequent to December 31, 2013, is preliminary and remains subject to audit. As such, this information is not final or complete, and remains subject to change, possibly materially.

The following management’s discussion, analysis of financial condition should be read in conjunction with our financial statements and notes thereto contained elsewhere in this report.

Results of Operations



During the period ended December 31, 2013 which covers the period from August 1, 2013 to December 31, 2013 there were sales of $67,216 generated by its subsidiary.  In the prior twelve months ended July 31, 2013 the Company generated no revenues. The reason was the result of the discontinuation of the business in May 2010 and subsequent acquisition of Analytica which had revenue.

Cost of Revenues

The Company incurred cost of sales of $41,002 for the period August 1, 2013 to December 31, 2013 generated by its subsidiary. The Company incurred no cost of revenues for the twelve month period ended July 31, 2013.  The reason was the result of the discontinuation of the business in May 2010 and subsequent acquisition of Analytica which had revenue.

General and Administrative

In the period August 1, 2013 to December 31, 2013 costs incurred were $127,165 as compared to $90,000 for the twelve month period ended July 31, 2013.

Reduction in Accounts Payable and Credit to Income

The Company had in prior periods set up a provision for consulting fees, filing fees and other costs that were owed to a shareholder.  The shareholder had decided to forego his right to collect such amounts from the Company.  As a result accounts payable in relation to the amounts set up has been reversed and the amounts so expensed in prior periods has been credited to current period expenses.

Income Taxes

During the period from August 1, 2013 to December 31, 2013, we incurred no tax benefit nor had to record a provision for income taxes as the Company has significant loss carry forwards available to offset current net income results.  

Liquidity and Capital Resources

The Company anticipates that its cash needs over the next 12 months will be met by primarily from a combination of and shareholder loans and investment banking.

If the Company is unable to obtain additional funding sources of debt and equity capital, then the failure to obtain this funding could have a material adverse effect on the Company’s business and this may force the Company to reorganize, or to reduce the cost of all operations to a lower level of expenditure which may have the effect of reducing the Company’s expected revenues and net income for the fiscal year 2014.

Item 8 Financial Statements and Supplementary Data.

Below are the financial statements for the Company:

Our financial statements included in this Form 10-K are as follows:

Consolidated Balance Sheet as of  and December 31,  2013 and Unconsolidated Balance Sheet as of July 31, 2013 (unaudited);


Consolidated Statements of Operations for the period ended December 31, 2013 and twelve months ended July 31, 2013 (unaudited)


Consolidated Statement of Stockholders’ Equity from July 31, 2008 to December 31, 2013 (unaudited);

Consolidated Statements of Cash Flows for the period ended December 31, 2013 and the twelve months ended July 31, 2013(unaudited);

Notes to Consolidated Financial Statements;



DECEMBER 31, 2013

Consolidated Balance Sheets (Unaudited)




(all in USD)























Current Assets








Cash and Cash Equivalents




 $                40,748

 $                        -   


Accounts receivable







Value-added tax credit














Total Current Assets




 $              101,340

 $                        -   

















Other Assets








Intangible assets - other







Deferred tax assets






















Total Assets





 $              205,002

 $                        -   









Current Liabilities







Accounts Payable and Accrued Liabilities


 $                55,466

 $              292,500


Witholding taxes payable







Advances by shareholders







Due to related parties














Total Current Liabilities






















Shareholders' Equity







Common Stock, $0.001 par value 50,000,000 shares authorized




- 21,180,294 shares issued and outstanding September 30, 2013 and





 $                21,180

 $                21,180


    July 31, 2013








Common shares issuable(8,000,000)








Additional Paid In Capital







Retained Earnings







Accumulated Comprehensive Income













Total Shareholders' Equity




 $             (412,456)

 $             (292,500)









Total Liabilities and Shareholders' Equity


 $              205,002

 $                        -   









The accompanying notes are an integral part of these financial statements.













Statement of Operations (unaudited)




(all in USD)













JULY 31,















Net Revenues:












 $                              -   








 Total Net Revenues














 Cost of Revenues and Operating Expenses:




 Cost of Sales







 General and Administrative







 Other items





-                       902









 Total Operating Expenses














 Operating (Loss) Income from Operations











   Reversal of prior years' accounts payable




 (Loss) Income Before Income Taxes












 (Benefit From) Provision for Income Taxes














 Net (Loss) Income













 Comprehensive Income






 Foreign Currency Translation Income














 Total Comprehensive Income (Loss)












 Net (Loss) Income Per Share - Basic and Diluted


 $                    0.01

 $                         (0.00)








 Weighted Average Shares Outstanding - Basic and Diluted










The accompanying notes are an integral part of these financial statements.




Statement of Cash Flows (unaudited)



(all in USD)














JULY 31,









 Net Income (Loss)



 $              204,649

 $                       (90,000)

   Items not requiring a current outlay of cash









        Deferred tax expense




 Changes in Operating Assets and Liabilities





   Accounts receivable










   Accounts Payable & Accrued Liabilities



















   Due to related parties




   Advances by shareholders














    Acquisition of company - net




























 $                40,748

 $                                -   














Interest Paid



 $                        -   

 $                                -   

Income Taxes Paid



 $                        -   

 $                                -   











Contributed Services by Stockholders



 $                        -   

 $                        90,000






The accompanying notes are an integral part of these financial statements.







Statements of Consolidated Stockholders' Equity (unaudited)




(all in USD)















Common Stock








Additional Paid in Capital

Accumulated Deficit

Accumulated Other Comprehensive Income


 Balance, July 31, 2008


 $       21,180

 $    1,774,313

 $         (1,397,681)

 $            144,448

 $      542,260

 Capital contribution during the year






 Net loss for the year







 Currency translation adjustment







 Balance, July 31, 2009







 Capital contribution during the year







 Net loss for the year







 Balance, July 31, 2010







 Capital contribution during the year







 Net loss for the year







 Balance, July 31, 2011














Net loss - July 31, 2012














Balance, July 31, 2012














Net loss - July 31, 2013














Balance, July 31, 2013







Acquisition of company







Adjustment to acquisition







Other comprehensive income







Net loss - December 31, 2013














Balance - December 31, 2013


 $       21,180

 $    4,119,067

 $         (4,690,167)

 $            129,464









The accompanying notes are an integral part of these financial statements.


Notes to Financial Statements

DECEMBER 31, 2013




Analytica Bio-Energy Corp formerly Uniwell Electronic Corporation, (“Company”) was incorporated as a Sino-American joint venture with a limited liability in People’s Republic of China on September 30, 2005. The Company is located in Huizhou, Guangdong and principally engaged in manufacturing various printed flexible circuits.  The Company ceased operations in May 2010 and has been looking to acquire an active viable business.

In July 2013, the Company changed its name to Analytica Bio-Energy Corp.

 As reflected in the accompanying combined financial statements, the Company has accumulated deficits of $4,690,167 at December 31, 2013. The Company’s owners have funded the losses and cash shortfalls allowing management to develop sales and contingencies plans. The Company is also arranging for additional funding. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.




Basis of Preparation

The accompanying financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America ("US GAAP").   

In the opinion of the management, the financial statements reflect all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position of the Company as of December 31, 2013, and the results of operations and cash flows for the period ended December 31, 2013.



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. 


Use of Estimates

In preparing these financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the year reported. Actual results may differ from these estimates. The Company regularly evaluates estimates and assumptions related to obsolete inventory, useful life and recoverability of long lived assets, and goodwill. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.


Fair Value of Financial Instruments

The Company adopted the standard “Fair Value Measurements”, codified with ASC 820 and effective January 1, 2008.  The provisions of ASC 820 are to be applied prospectively.

ASC 820 clarifies that fair value is an estimate of the exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants (i.e., the exit price at the measurement date).  Under ASC 820, fair value measurements are not adjusted for transaction cost.  ASC 820 provides for use of a fair value hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three levels:

Level 1:

Unadjusted quoted prices in active markets for identical assets or liabilities

Level 2:

Input other than quoted market prices that are observable, either directly or indirectly, and reasonably available.  Observable inputs reflect the assumptions market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the Company.

Level 3:

Unobservable inputs.  Unobservable inputs reflect the assumptions that the Company develops based on available information about what market participants would use in valuing the asset or liability.

An asset or liability’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.  Availability of observable inputs can vary and is affected by a variety of factors.  The Company uses judgment in determining fair value of assets and liabilities and Level 3 assets and liabilities involve greater judgment than Level 1 and Level 2 assets or liabilities.


Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, demand deposits with banks and liquid investments with an original maturity of three months or less.


Comprehensive income

The standard, “Reporting Comprehensive Income”, codified with ASC 220, requires disclosure of all components of comprehensive income and loss on an annual and interim basis. Comprehensive income and loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources.  The comprehensive income arose from the effect of foreign currency translation adjustments.  


Revenue recognition

The Company generates revenues from the sales of printed flexible circuits.  Sales are recognized when the following four revenue criteria are met: persuasive evidence of an arrangement exists, delivery has occurred, the selling price is fixed or determinable, and collectability is reasonably assured.  Sales are presented net of value added tax (VAT). No return allowance is made as products returns are insignificant based on historical experience.


Income taxes

The Company accounts for income taxes in accordance with the standard, "Accounting for Income Taxes.",  codified with ASC 740, requires an asset and liability approach for financial accounting and reporting for income taxes and allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years.  Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.  A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Group is able to realize their benefits, or that future deductibility is uncertain.


Foreign currency translation

The Company’s financial information is presented in US dollars. The functional currency of the Company is New Taiwan Dollars (“TWD” or "TN"), the currency of the ROC. Transactions at the Company which are denominated in currencies other than TWD are translated into TWD at the exchange rate prevailing at the dates of the transactions. Exchange gains and losses resulting from transactions denominated in a currency other than that TWD are included in the statements of operation as exchange gains or loss. For financial reporting purpose, TWD has been translated into USD as the reporting currency in accordance with FASB ASC 830, “Foreign Currency Matters”. The financial information is first prepared in TWD and then is translated into USD at period-end exchange rates as to assets and liabilities and average exchange rates as to revenue and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred. The effects of foreign currency translation adjustments are included as a component of accumulated other comprehensive income in shareholders’ equity.

The exchange rates used for foreign currency translation were as follows (USD$1 = TWD):


Year end TWD: USD exchange rate


Annual average TWD: USD exchange rate    29.754423

 At December 31, 2013 and July 31, 2013, the cumulative translation adjustments of $129,464 and $144,573, respectively, were classified as items of accumulated other comprehensive income in the owners’ equity section of the balance sheet.


Related parties

A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company.  Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.


Recently issued accounting pronouncements

Accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption.


Intangible Assets

Intangible assets are carried at cost. Amortization is calculated on a straight-line basis over the estimated useful life of the assets or a statutory period subscripted by the local law, without residual value. The percentages or amortizable life applied are:


20 years


Impairment of Long-life Assets

Long-lived assets and certain identifiable intangibles are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.


Income Taxes

The Company accounts for income taxes in accordance with FASB ASC Topic 740 which requires that deferred tax assets and liabilities be recognized for future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. In Addition, FASB ASC 740 requires recognition of future tax benefits, such as carry forwards, to the extent that realization of such benefits is more likely than not and that a valuation allowance be provided when it is more likely than not that some portion of the deferred tax asset will not be realized.

The Company accounts for income taxes in interim periods in accordance with FASB ASC 740-270, "Interim Reporting". The Company has determined an estimated annual effect tax rate. The rate will be revised, if necessary, as of the end of each successive interim period during the Company’s fiscal year to its best current estimate. The estimated annual effective tax rate is applied to the year-to-date ordinary income (or loss) at the end of the interim period.


Value-added Tax ("VAT")

Sales revenue represents the invoiced value of goods, net of a value-added tax (VAT). All of the Company’s products that are sold in ROC are subject to a value-added tax at a rate of 5% of the gross sales price or at a rate approved by the ROC local government. This VAT may be offset by VAT paid on purchase of raw materials included in the cost of producing the finished goods. The Company presents VAT on a net basis.



Due to related parties represent temporally short-term loans from officers, directors, and majority shareholders, to finance the Company’s operation due to lack of cash resources. There are no written loan agreements for these loans. These loans are unsecured, non-interest bearing and have no fixed terms of repayment, therefore, deemed payable on demand. Cash flows from due to related parties are classified as from financing activities. We borrowed $16,653 from a related part in the year ended December 31, 2013, and subsequently paid back this loan in February 2014.



Based on the ROC company laws, all capital contribution must be subject to the local government's approval. In order to finance the company's operation, the Board of Directors approved to accept capital contribution from investor. Based on the discretion of the Board of Directors, the Company will submit the capital contribution to the local government for approval. Before the capital contribution is approved by the local government, the investors can withdraw their investment fund as they wish. The investment fund bears no interest.

On July 10, 2013, the Board of Directors authorized Mr. Wu, Kevin (Guoquan), CEO of the Company, to seek capital funding in the over sea capital markets, such as the US capital market. The Company intends to merger with a US company, which will issue common stocks to acquire the Company via share exchange with the Company’s shareholders and investors.

On August 5, 2013, Kevin Wu, representing the Company and Shareholders of the Company (hereinafter referred to as “The Sellers") entered into a Letter of Intent with Analytical Bio-Energy Corp. (a Delaware Corporation) with its office located at 1896 Stoneybrook Court, Mississauga, Ontario, Canada L5L 3W2 (formally Uniwell Electronic Corporation) (hereinafter referred to as “The

Buyer"). Pursuant to the Letter of Intent, the Buyer will transfer common stocks to the Sellers to acquire 100% of the Company. The transaction was subsequently closed on February 28, 2014. The Buyer transferred 8,000,000 share of restricted common shares to the Sellers to acquire 100% of the Company. Originally the transaction called for 6,000,000 shares of restricted common stock. It was amended to 8,000,000 shares and the adjustment will be reflected in the 2014 financial statements of the consolidated entities. These shares were then assigned to the Company’s shareholders, investors, and Management. The Company is working on the application of change of shareholders with the local government as of the date of release of these financial statements.



Under the rules of the Income Tax Law of the ROC, a company with its tax return certified by a Certified Public Accountant can carry forward its net loss as tax credits for the next 10 years. As of December 31, 2013, the Company's wholly owned subsidiary had accumulated losses eligible for refund of approximately $279,000 which give rise to deferred tax assets of $47,467.



Reference is made to the disclosures below under Item 9A(T) Controls and Procedures.


Item 9A(T).     Controls and Procedures.


Disclosure Controls and Procedures


 Our President being the sole member of our management, in his capacity as our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report (July 31, 2013), as is defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Our disclosure controls and procedures are intended to ensure that the information we are required to disclose in the reports that we file or submit under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and (ii) accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as the principal executive and financial officers, respectively, to allow timely decisions regarding required disclosures. 


Based on that evaluation, our President concluded that, as of the end of the period covered by this Annual Report, our disclosure controls and procedures were ineffective.


Our management has concluded that the financial statements included in this Form 10-K present fairly, in all material respects our financial position, results of operations and cash flows for the periods presented in conformity with generally accepted accounting principles.



Management’s Annual Report on Internal Control Over Financial Reporting


Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles.


Our President conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) as set forth in Internal Control - Integrated Framework. Based on our evaluation under the framework in Internal Control - Integrated Framework, our management concluded that our internal control over financial reporting was adequate

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

 Our management’s report was not subject to audit or attestation by a registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this annual report.


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


Evaluation of Changes in Internal Control over Financial Reporting


Our President also conducted an evaluation of our internal control over financial reporting to determine whether any change occurred during the fourth quarter of 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Based on that evaluation, our management concluded that there were no changes.  

We acknowledge that the failure to perform management’s assessment adversely affects the company’s and its shareholders ability to avail themselves of rules and forms that are predicated on the current or timely filing of Exchange Act reports





Directors do not receive compensation but are reimbursed for their expenses for each meeting of the board meeting that they attend.




Item 15. Exhibits






In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Dated: August 4, 2014

s/s Luiz Brasil

Luiz Brasil, President

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.







Chairman, President,

Secretary and

Chief Executive Officer

/s/ Luiz Brasil

(Principal Executive


and Accounting Officer)

August 4, 2014

Luiz Brasil