reprint of the 10K
Can someone who is knowledgeable of financial reports determine what the strike price is for both GHBAW and GHBAZ warrants?
UAN CULTURAL & CREATIVE CO., LTD.
NOTES TO FINANCIAL STATEMENTS
September 30, 2010
NOTE 1—ORGANIZATION AND BUSINESS OPERATIONS
UAN Cultural & Creative Co., Ltd (formerly named Good Harbor Partners Acquisition Corp). (the “Company”) 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 (a “Target Business”). All activity from inception (August 10, 2005) through the Company’s initial public offering on March 15, 2006 was related to the Company's formation and capital raising activities. Activities since the Company’s initial public offering and prior to June 30, 2010 related to the identification and investigation of a Target Businesses. The company’s plan had been to identify a quality investment opportunity in an operating business, not limited to the security industry, which could benefit from a reverse merger transaction to become a publicly traded company and to subsequently utilize the public equity markets to finance its growth strategy.
The Company is considered to be a development stage company and as such the financial statements presented herein are presented in accordance with FASB ASC topic regarding Accounting and Reporting by Development State Enterprises.
Organization
The registration statement for the Company’s initial public offering (“Offering”) was declared effective on March 8, 2006. The Company consummated the Offering of 500,000 series A Units (the “Series A Units” or a “Series A Unit”) and 4,600,000 Series B Units (the “Series B Units” or a “Series B Unit”) on March 15, 2006. On March 20, 2006, the Company consummated the closing of an additional 75,000 Series A Units and 690,000 Series B Units which were subject to the over-allotment option. The Offering generated total net proceeds of approximately $54.9 million of which $53,429,000 was placed in Trust. The Company’s management had broad authority with respect to the application of the proceeds of such offering although substantially all of the proceeds of such offering were intended to be applied generally toward consummating a merger, capital stock exchange, asset acquisition or other similar transaction with a Target Business (a “Business Combination”). Pending such a Business Combination, substantially all of the proceeds of any initial public offering would be held in trust (“Trust Fund”) to be returned to the holders of Class B common stock if a Business Combination was not contracted in 18 months (September 15, 2007), or consummated in 24 months (March 15, 2008), subsequent to the initial public offering (the “Target Business Acquisition Period).
Both the Company’s common stock and Class B common stock had one vote per share. However, the Class B stockholders could, and the common stockholders could not, vote in connection with a Business Combination. Since a Business Combination was not consummated during the Target Business Acquisition Period, the Trust Fund was distributed pro-rata to all of the Class B common stockholders and their Class B common shares were cancelled and returned to the status of authorized but unissued shares. Common stockholders did not receive any of the proceeds from the Trust Fund.
On November 15, 2007, the Company announced its termination of its previously announced letters of intent for business combinations in the security industry. As a result the Company instituted plans to distribute the amount held in the Trust Fund to its Class B stockholders and $11,270,801 of Class B common stock subject to conversion (including accretion of $326,188 during 2007) was reclassified to current liabilities.
At a Special Meeting held on January 31, 2008, the Company’s stockholders voted to distribute the Trust Fund for the benefit of its Class B Common Stockholders of record as of January 31, 2008 as soon as possible. The vote had the automatic effect of immediately canceling all Class B shares and converting them into rights to receive a pro rata share of the Trust Fund distribution. Accordingly, the Company’s Class B Units were mandatorily separated into their component parts: two warrants to purchase Common Stock and rights to receive the distribution on two Class B shares. On February 7, 2008, an amount of $56,660,364 comprised of $53,429,000 of proceeds from the Company’s initial public offering placed in Trust and $3,231,364 of interest earned thereon, ($5.36 per Class B share) was distributed to Class B shareholders. Effective as of the close of business February 8, 2008, the Company’s Class B Common Stock and Class B Units were no longer quoted on the OTC BB and were no longer traded or be tradable.
7
--------------------------------------------------------------------------------
In addition, the Company’s remaining Common stockholders voted to remove the blank check company restrictions from the Company’s charter, allowing the Company to continue its corporate existence beyond its scheduled termination date of March 15, 2008.
On June 30, 2010, a change of control of the Company occurred. Pursuant to a Stock Purchase Agreement (the “SPA”), Ralph S. Sheridan, the President and a Director of the Company, Paul Sonkin, the Secretary and a Director of the Company, and other persons each who were the beneficial owners of 10% or more of the outstanding Common Stock of the Company sold a total of 35,095,100 pre-Reverse Split shares of Common Stock of the Company (the “Transactions”) to eight individuals (the “Purchasers”). Pursuant to the terms of the Stock Purchase Agreement, the Sellers sold an aggregate of 35,095,100 pre-Reverse Split shares of the Company’s outstanding Common Stock for an aggregate purchase price of $450,000. As a condition to the closing of the Transaction, Promissory Notes and related interest accruals were cancelled and certain fees and expenses in an aggregate amount of up to approximately $ 151,000 were paid by the Sellers. One of the Purchasers, David Chen-Te Yen, acquired 25,700,000 pre-Reverse Split shares or approximately 71.5% of the Company’s outstanding common stock. Pursuant to the SPA, the Purchasers acquired an aggregate of approximately 95.6% of the outstanding voting Common Stock of the Company.
In connection with the transactions, under the terms of the SPA, we experienced a change in our Board of Directors. On June 30, 2010, upon the closing of the Transactions, our board of directors, which then consisted of Ralph Sheridan, Paul Sonkin and John Mallon, appointed David Chen-Te Yen, Wan-Fang Liu, Tzu-Yung Hsu, Ming-Cheng Lin, Syuan-Jhu Lin and Parsh Patel to our Board of Directors, effective upon the resignation of Ralph S. Sheridan, Paul Sonkin and John C. Mallon as members of our Board of Directors. David Chen-Te Yen and Parsh Patel were appointed to serve as Class I members of the Board of Directors of the Company. Syuan-Jhu Lin and Wan-Fang Liu were appointed to serve as Class II members of the Board of Directors of the Company. Tzu Yung Hsu was appointed to serve as a Class III member of the Board of Directors of the Company.
Ralph Sheridan, who was our President, Chief Executive Officer, Secretary and a Director, John Mallon, who was a Director and Paul Sonkin, who was a Director, thereupon resigned from their respective Director and Officer positions. Because of the change in the composition of our Board of Directors and the sale of securities pursuant to the SPA, there was a change of control of our Company on June 30, 2010.
Our new Board of Directors appointed David Chen-Te Yen as our President and the Chairman of our Board of Directors and Parsh Patel as our Chief Executive Officer and Secretary.
Under the direction of our new Board of Directors, the Company has initiated a business involving the sale and appraisal of authentic and high quality works of art, including paintings, sculptures, and antiques initially in Taiwan, and subsequently in other locations in South East Asia.
On August 27, 2010 the company approved the change of it’s name to UAN Cultural & Creative Co., Ltd.. In addition, amendments of the company’s Amended and Restated Certificate of Incorporation were approved to effect a ten-for-one reverse split of the issued and outstanding shares of common stock and to repeal a provision which prohibits stockholders of the Company from taking any action by written consent in lieu of a meeting.
Going concern consideration
At September 30, 2010, the Company had $518,709 in cash and a working capital deficit of ($395,582). While the Company has raised $1,000,000 in a private placement of its Common Stock since September 30, 32010, the Company has incurred and expects to continue to incur expenses in excess of operating revenue for the foreseeable future. These factors, among others, indicate that the Company may be unable to continue operations as a going concern unless further financing is consummated. There is no assurance that the Company will be able to raise additional capital if it becomes necessary to do so.
8
--------------------------------------------------------------------------------
Interim financial statements
The accompanying unaudited condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the Company’s audited financial statements and footnotes thereto for the year ended December 31, 2009 included in the Company’s Form 10-K filed on March 31, 2010. Certain information and footnote disclosures normally included in the 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 months ended September 30, 2010 and the nine month period ended September 30, 2010 are not necessarily indicative of the results to be expected for any other interim period of any future year.
NOTE 2—OFFERING
In the Offering, effective March 8, 2006, the Company sold to the public an aggregate of 575,000 Series A Units and 5,290,000 Series B Units at a price of $8.50 and $10.10 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 will expire on March 7, 2013 or earlier upon redemption. The Company may redeem the outstanding Class W Warrants and/or 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 $.05 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 $75.00 per share and $87.50 per share, for a Class W Warrant and Class Z Warrant, respectively, 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 25,000 additional Series A Units and/or 230,000 additional Series B Units.
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 1 for 10 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 W and Class Z warrants reduced tenfold and the exercise prices increased tenfold. However, the Class W warrants and 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
CASH AND CASH EQUIVALENTS —Included in cash and cash equivalents are deposits with 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.
INVESTMENTS HELD IN TRUST —The Company’s restricted investments held in the Trust Fund had been comprised of Commonwealth of Virginia or Commonwealth of Maryland securities with maturities of up to 30 days. Such securities generate current income which is exempt from federal income tax and the income tax imposed by the Commonwealth of Virginia or Commonwealth of Maryland and therefore no provision for income taxes has been required for the three month periods ended September 30, 2010 and 2009 or the period from inception (August 10, 2005) to September 30, 2010. The Trust Fund was liquidated on February 7, 2008.
9
--------------------------------------------------------------------------------
NET INCOME PER SHARE —Net income (loss) per share is computed based on the weighted average number of shares of common stock and, prior to its redemption, Class B common stock outstanding.
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. Basic net income per share, subject to possible conversion, is calculated by dividing accretion relating to Class B common stock subject to possible conversion by the number of Class B common shares outstanding subject to possible conversion. 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. Since the effect of outstanding warrants to purchase common stock and the UPO are antidilutive, they have been excluded from the Company’s computation of net income per share.
As a result of the Company’s distribution of the Trust Fund to the Class B Common Stockholders as discussed in Note 1, all amounts in the Trust Fund were returned to the Class B Common Stockholders including all interest income earned thereon on February 7, 2008. Due to the distribution to Class B common shareholders and the inclusion therein of $3,231,364 of interest earned on the Trust Fund the amounts disclosed as earnings (loss) per share on the statements of operations are not representative of the actual per share earnings (loss) of the common stock Class B (10,580,000 shares) and common stock (1,150,100 shares) since inception. Such amounts would be $0.31 net income per share of common stock Class B (based on $3,231,364 interest on Trust Fund since the Offering) and $1.73 net loss per share of common stock (based on net loss since inception of $1,986,625 excluding interest on Trust Fund) for the 10,580,000 and 1,150,100 shares respectively.
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 82010, “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.
LEASEHOLD IMPROVEMENTS – Leasehold improvements are recorded at cost and are amortized over the length of the lease which is a two year period beginning in August 2010.
INVENTORY – Consists principally of art pieces held for sale. These are recorded at the lower of cost or net realizable value at September 30, 2010.
REVENUES – The Company has two principal sources of revenue. Revenues related to the direct sale of art pieces and commissions on sale of art pieces on consignment. The company recognizes revenues at the time goods are delivered to the customers. All revenues in year 2010 were for art pieces sold on consignment.
10
--------------------------------------------------------------------------------
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.
NEW ACCOUNTING PRONOUNCEMENTS — The adoption of these accounting standards had the following impact on the Company’s statements of income and financial condition:
? FASB ASC Topic 855, “Subsequent Events” . In May 2009, the FASB issued FASB ASC Topic 855, which establish general standards of accounting and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. In particular, this Statement sets forth : (i) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, (iii) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. This FASB ASC Topic should be applied to the accounting and disclosure of subsequent events. This FASB ASC Topic does not apply to subsequent events or transactions that are within the scope of other applicable accounting standards that provide different guidance on the accounting treatment for subsequent events or transactions. This FASB ASC Topic was effective for interim and annual periods ending after June 15, 2009, which was June 30, 2009 for the Corporation. The adoption of this Topic did not have a material impact on the Company’s financial statements and disclosures.
? FASB ASC Topic 105, “The FASB Accounting Standard Codification and the Hierarchy of Generally Accepted Accounting Principles”. In June 2009, the FASB issued FASB ASC Topic 105, which became the source of authoritative GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of this FASB ASC Topic, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other non-SEC accounting literature not included in the Codification will become non-authoritative. This FASB ASC Topic identify the sources of accounting principles and the framework for selecting the principles used in preparing the financial statements of nongovernmental entities that are presented in conformity with GAAP. Also, arranged these sources of GAAP in a hierarchy for users to apply accordingly. In other words, the GAAP hierarchy will be modified to include only two levels of GAAP: authoritative and non-authoritative. This FASB ASC Topic was effective for financial statements issued for interim and annual periods ending after September 15, 2009. The adoption of this topic did not have a material impact on the Company’s disclosure of the financial statements.
? FASB ASC Topic 320, “Recognition and Presentation of Other-Than-Temporary Impairments”. In April 2009, the FASB issued FASB ASC Topic 320 amended the other-than-temporary impairment guidance in GAAP for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. This FASB ASC Topic did not amend existing recognition and measurement guidance related to other-than-temporary impairments of equity securities. The FASB ASC Topic was effective for interim and annual reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. Earlier adoption for periods ending before March 15, 2009, is not permitted. This FASB ASC Topic does not require disclosures for earlier periods presented for comparative purposes at initial adoption. In periods after initial adoption, this FASB ASC Topic requires comparative disclosures only for periods ending after initial adoption. The adoption of this Topic did not have a material impact on the Company’s financial statements and disclosures.
11
--------------------------------------------------------------------------------
? FASB ASC Topic 860, “Accounting for Transfer of Financial Asset”., In June 2009, the FASB issued additional guidance under FASB ASC Topic 860, “ Accounting for Transfer and Servicing of Financial Assets and Extinguishment of Liabilities" , which improves the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets. The Board undertook this project to address (i) practices that have developed since the issuance of FASB ASC Topic 860, that are not consistent with the original intent and key requirements of that statement and (ii) concerns of financial statement users that many of the financial assets (and related obligations) that have been derecognized should continue to be reported in the financial statements of transferors. This additional guidance requires that a transferor recognize and initially measure at fair value all assets obtained (including a transferor’s beneficial interest) and liabilities incurred as a result of a transfer of financial assets accounted for as a sale. Enhanced disclosures are required to provide financial statement users with greater transparency about transfers of financial assets and a transferor’s continuing involvement with transferred financial assets. This additional guidance must be applied as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. Earlier application is prohibited. This additional guidance must be applied to transfers occurring on or after the effective date. The adoption of this Topic did not have a material impact on the Company’s financial statements and disclosures.
? FASB ASC Topic 810, “Variables Interest Entities ”. In June 2009, the FASB issued FASB ASC Topic 810, which requires an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a variable interest entity. This analysis identifies the primary beneficiary of a variable interest entity as the enterprise that has both of the following characteristics: (i)The power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance and (ii)The obligation to absorb losses of the entity that could potentially be significant to the variable interest entity or the right to receive benefits from the entity that could potentially be significant to the variable interest entity. Additionally, an enterprise is required to assess whether it has an implicit financial responsibility to ensure that a variable interest entity operates as designed when determining whether it has the power to direct the activities of the variable interest entity that most significantly impact the entity’s economic performance. This FASB Topic requires ongoing reassessments of whether an enterprise is the primary beneficiary of a variable interest entity and eliminate the quantitative approach previously required for determining the primary beneficiary of a variable interest entity, which was based on determining which enterprise absorbs the majority of the entity’s expected losses, receives a majority of the entity’s expected residual returns, or both. This FASB ASC Topic shall be effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. Earlier application is prohibited. The adoption of this Topic did not have a material impact on the Company’s financial statements and disclosures.
? FASB ASC Topic 740 , “ Income Taxes ”, an Accounting Standard Update. In September 2009, the FASB issued this Update to address the need for additional implementation guidance on accounting for uncertainty in income taxes. The guidance answers the following questions: (i) Is the income tax paid by the entity attributable to the entity or its owners? (ii) What constitutes a tax position for a pass-through entity or a tax-exempt not-for-profit entity? (iii) How should accounting for uncertainty in income taxes be applied when a group of related entities comprise both taxable and nontaxable entities? In addition, this Updated decided to eliminate the disclosures required by paragraph 740-10-50-15(a) through (b) for nonpublic entities. The implementation guidance will apply to financial statements of nongovernmental entities that are presented in conformity with GAAP. The disclosure amendments will apply only to nonpublic entities as defined in Section 740-10-20. For entities that are currently applying the standards for accounting for uncertainty in income taxes, the guidance and disclosure amendments were effective for financial statements issued for interim and annual periods ending after September 15, 2009. The adoption of this Topic did not have a material impact on the Company’s financial statements and disclosures.
The Company is evaluating the impact that the following recently issued accounting pronouncements may have on its financial statements and disclosures.
? In February 2010, FASB issued ASU 2010-9 Subsequent Events (Topic 855) Amendments to Certain Recognition and Disclosure Requirements ("ASU 2010-9"). ASU 2010-9 amends disclosure requirements within Subtopic 855-10. An entity that is an SEC filer is not required to disclose the date through which subsequent events have been evaluated. This change alleviates potential conflicts between Subtopic 855-10 and the SEC's requirements. ASU 2010-9 is effective for interim and annual periods ending after June 15, 2010. The Company does not expect the adoption of ASU 2010-09 to have a material impact on its consolidated results of operations or financial position.
12
--------------------------------------------------------------------------------
? In January 2010, FASB issued ASU 2010-6 Improving Disclosures about Fair Measurements ("ASU 2010-6"). ASU 2010-6 provides amendments to subtopic 820-10 that require separate disclosure of significant transfers in and out of Level 1 and Level 2 fair value measurements and the presentation of separate information regarding purchases, sales, issuances and settlements for Level 3 fair value measurements. Additionally, ASU 2010-6 provides amendments to subtopic 820-10 that clarify existing disclosures about the level of disaggregation and inputs and valuation techniques. ASU 2010-6 is effective for financial statements issued for interim and annual periods ending after December 15, 2010. The Company does not expect the adoption of ASU 2010-06 to have a material impact on its consolidated results of operations or financial position.
? In April 2010, the FASB issued ASU No. 2010-17, Milestone Method of Revenue Recognition— a consensus of the FASB Emerging Issues Task Force that recognizes the milestone method as an acceptable revenue recognition method for substantive milestones in research or development arrangements. This standard would require its provisions be met in order for an entity to recognize consideration that is contingent upon achievement of a substantive milestone as revenue in its entirety in the period in which the milestone is achieved. In addition, this ASU would require disclosure of certain information with respect to arrangements that contain milestones. For the Company, this standard would be required prospectively beginning January 1, 2011. The Company is currently evaluating the impact of this standard on its consolidated results of operations and financial condition.
? In April 2010, the Financial Accounting Standard Board (“FASB”) issued Accounting Standards Update (“ASU”) 2010-13, Compensation – Stock Compensation (Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades. ASU 2010-13 provides guidance on the classification of a share-based payment award as either equity or a liability. A share-based payment that contains a condition that is not a market, performance, or service condition is required to be classified as a liability. ASU 2010-13 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010 and is not expected to have a significant impact on the Company’s financial statements.
? In July 2010, the FASB issued an accounting standards update to require further disaggregated disclosures that improve financial statement users’ understanding of (1) the nature of an entity’s credit risk associated with its financing receivables and (2) the entity’s assessment of that risk in estimating its allowance for credit losses as well as changes in the allowance and the reasons for those changes. This update will be effective for the Company in the second quarter of fiscal 2011, except for the disclosures relating to activity that occurred during a reporting period which is effective for the Company in the third quarter of fiscal 2011. Since this update addresses only disclosures related to credit quality of financing receivables and the allowance for credit losses, it is not expected that the adoption of this update will have a material impact on the Company’s financial position, results of operations or cash flows.
Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the Company’s financial statements
NOTE 4—TAXES
Income Taxes
No provisions for federal income taxes has been made since the Company’s interest income is earned from investments in Commonwealth of Virginia and Commonwealth of Maryland securities which are exempt from federal and Virginia state taxation. Therefore the Company has cumulative tax losses of approximately $2.0 million which are not likely to be realized and consequently a full valuation allowance has been established relating to such deferred tax assets.
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.
Franchise taxes incurred in the State of Delaware of $2,300 and $0 for the three month periods ended September 30, 2010 and 2009, respectively and $122,604 for the period from inception (August 10, 2005) to September 30, 2010 are included in operating expenses.
13
--------------------------------------------------------------------------------
NOTE 5—COMMITMENTS
Administrative Services
Commencing on March 8, 2006, the effective date of the offering, the Company was obligated to pay an affiliate of certain security holders, $7,500 per month for office, secretarial and administrative services. This arrangement was terminated in November 2007. Included in the Company’s general and administrative expenses are $0 for both the three month periods ended September 30, 2010 and 2009 and $155,806 for the period from inception (August 10, 2005) to September 30, 2010.
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.
Operating Leases
In August 23, 2010 the company entered into two year a real estate lease for it’s initial gallery location. Aggregate rent payments will be $12,600, $35,600, and $23,000 in years 2010, 2011, and 2012, respectively.
NOTE 6—PROMISSORY NOTES - STOCKHOLDERS
On June 13, 2008, HCFP and Ralph S. Sheridan, our director and then-Chief Executive Officer and Secretary, each loaned the Company $60,000. The Company issued promissory notes (each a “Note” and together, the “Notes”) to HCFP and Mr. Sheridan, pursuant to which the principal amounts thereunder were due and payable on February 28, 2009 (the “Maturity Date”). The terms of the Note provided that HCFP and Mr. Sheridan would have the option of converting the unpaid balance of their respective Notes into shares of Common Stock at a conversion price equal to $.05 per share, subject to adjustment upon certain events at any time prior to the payment in full of the entire balance of the Notes.
On October 23, 2008, pursuant to the terms and conditions of the Notes, the Company received conversion notices from HCFP and Mr. Sheridan. Pursuant to the Notes, the outstanding principal amounts owed to HCFP and Mr. Sheridan were converted into an aggregate of 2,400,000 pre-Reverse Split shares of the Company’s stock at a purchase price of $0.05 per share.
On May 12, 2009, three individuals and Ralph S. Sheridan, each loaned the Company $6,000 (total proceeds $24,000). The Company issued promissory notes (each a “Note” and together, the “Notes”) to the individuals and Mr. Sheridan, pursuant to which the principal and interest amounts thereunder are due and payable on May 12, 2017 (the “Maturity Date”). The notes bear interest of 10% annually.
On June 30, 2010 the above noted $24,000 promissory notes and related accrued interest were cancelled as part of the Stock Purchase Agreement outlined in Note 1 – Organization and Business Operations.
On July 23, 2010, two shareholders, one of which, David Chen-Te Yen which at the time owned approximately 71.5% of our common stock, lent the Company an aggregate of $500,000 ($300,000 of which was from David Chen-Te Yen)which amounts are evidenced by demand promissory notes bearing interest at the rate of 8% per annum, compounded daily.
NOTE 7—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.
14
--------------------------------------------------------------------------------
Common Stock and Class B Common Stock
The Company’s articles of incorporate were 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 1 for 10 Reverse Split of the Company’s Common Stock. As a result of the Reverse Split, as of September 30 2010, there are 3,595,010 shares of the Company's common stock issued and outstanding and 120,000 shares of common stock held in treasury.
As of September 30, 2010, there are 94,150,490 shares of common stock available for future issuance, after appropriate reserves for the issuance of common stock in connection with the Class W Warrants and Class Z Warrants, the Underwriters Purchase Option and the officer’s and director’s Class W Warrants and Class Z Warrants. The Company currently has no commitments to issue any shares of common stock except as noted in Note 9 – Subsequent Event Review.
On October 20, 2008 the Company raised $120,000 through the sale of 2,400,000 pre-Reverse Split shares of common stock at a face value of $0.05 per share and a par value of $.0001 per share. The proceeds of this sale were received in August 2008 under a subscription agreement. The Company applied the funds raised to working capital and general corporate purposes.
As discussed in Note 6, in October 2008 the Company converted the outstanding principal amounts owed to the holders under certain promissory notes into an aggregate of 2,400,000 pre-Reverse Split shares of the Company’s common stock at a purchase price of $0.05 per share.
On June 18, 2009 the Company raised $30,000 through the sale of 1,200,000 pre-Reverse Split shares of common stock at a face value of $0.025 per share and a par value of $.0001 per share. The Company applied these funds to the repurchase of common shares noted below.
On June 18, 2009 the Company repurchased an aggregate of 1,200,000 pre-Reverse Split shares of its common stock, par value of $.0001 per share from HCFP Brenner Holdings, LLC for an aggregate purchase price of $30,000. Payment of $27,918 ($30,000 net of expenses) related to this repurchase was made in July 2009 and was recorded as a current liability as of June 30, 2009. These 120,000 post-Reverse Split shares are now held as treasury shares at September 30, 2010.
On November 13, 2009, the Company offered and sold an aggregate of 30,000,000 pre-Reverse Split shares of Common Stock for an aggregate purchase price equal to $30,000, to Ralph S. Sheridan, an officer and director of the Company and three of the Company's current shareholders, William McCluskey, The Tarsier Nanocap Value Fund, LP and FI Investment Group, LLC pursuant to the terms and conditions set forth in the common stock purchase agreement. The Company sold these shares of Common Stock under the exemption from registration provided by Section 4(2) of the Securities Act and Regulation D promulgated thereunder.
See Note 9 – Subsequent Events for additional information on capital stock.
NOTE 8—WARRANTS AND OPTION TO PURCHASE COMMON STOCK
In addition to shares of Common Stock common outstanding as of July 31, 2010, the following shares of Common Stock, which take into account the Reverse Split, are reserved for issuance pursuant to outstanding warrants:
• 1,633,000 shares of Common Stock underlying the outstanding Class W and Class Z warrants sold in the IPO. Specifically, these shares of Common Stock reserved for issuance relate to 575,000 shares underlying the Class Z warrants and 1,058,000 shares underlying the Class W warrants. We refer to these warrants as the “IPO Warrants.”
• 495,000 shares of Common Stock underlying the outstanding Class W and Class Z warrants issued to former officers and directors of the Company. Specifically, an aggregate of 247,500 Class W warrants and 247,500 Class Z warrants were sold to former officers and directors for an aggregate of $247,500 (or a purchase price of $.05 per warrant). These warrants have the same terms as the other Class Z and Class W warrants, including an exercise price of $50 per share. We refer to these warrants as the “Affiliate Warrants.”
15
--------------------------------------------------------------------------------
• 122,000 shares of Common Stock underlying the outstanding IPO underwriter’s purchase option. The terms of this option, which we refer to as the “Underwriter’s Purchase Option,” are described in more detail below.
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, 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 W warrants will expire 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 will expire on March 7, 2013.
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 1 for 10 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 W and Class Z warrants reduced tenfold and the exercise prices increased tenfold. However, the Class W warrants and 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 W warrants or 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 9 —SUBSEQUENT EVENTS REVIEW
The Company has evaluated all subsequent events through November 12, 2010.
The Company has completed the “off-shore” private offering of its common stock to investors who qualify 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 $1,000,000.
16
--------------------------------------------------------------------------------
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward Looking Statement Notice
Certain statements made in this Current Report on Form 8-K are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of UAN Cultural & Creative Co., Ltd. (the “Company”, “we”, “our”, or “us”) to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company's plans and objectives are based, in part, on assumptions involving the continued expansion of its business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Forward-looking statements, which involve assumptions and describe the Company’s future plans, strategies and expectations, are generally identifiable by use of words "may," "should," "expect," "anticipate," "estimate," "believe," "intend" or "project" or the negative of these words or other variations on these words or comparable terminology. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved. Except as required by applicable laws, the Company undertakes no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.
The following discussion should be read in conjunction with the Company’s unaudited condensed financial statements and footnotes thereto contained in this Quarterly Report filed on Form 10-Q and the Company’s audited financials statements and footnotes thereto for the year ended December 31, 2009 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2010 and the Company’s Current Report on Form 8-K filed with the SEC on October 12, 2010.
Description of Business
PRELUDE
The Company formerly was a shell company.
The Company has initiated operations, and is no longer a shell company.
BACKGROUND
We were formed 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 entity that has an operating business in the security industry (collectively, a “Business Combination”).
We completed an initial public offering (“IPO”) on March 15, 2006 based on that business plan. Stockholder funds raised in the IPO were segregated in a trust account and we were obligated to return the segregated funds to the investors in the event the Business Combination was not completed 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 our IPO. Since we were not able to consummate our business plan and the Business Combination was not completed within the required time period, we liquidated the segregated funds held in the trust account, returned the funds to the investors in the IPO, redeemed the Class B Common Stock the investors acquired in the IPO and reconstituted the company as an ongoing business corporation. As a result of the foregoing, we became a public shell company.
The securities issued in our IPO 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 IPO 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.
17
--------------------------------------------------------------------------------
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 percent of our Common Stock which was issued and outstanding on that date, by 8 persons and the simultaneous reconstitution of our Board of Directors (collectively, the “Transaction”). Our new Board of Directors have created a new business plan and we have initiated that business involving the sale and appraisal of authentic and high quality works of art, primarily paintings, initially in Taiwan.
On August, 2010, we amended our Certificate of Incorporation (the “Certificate”) to change our name to UAN Cultural & Creative Co., Ltd. and effect a one for ten reverse stock split of our Common Stock.
Since the closing of the Transition, our management has been preparing to initiate operations. On July 23, 2010, two of our stockholders, one of which, David Chen-Te Yen, is our president, chairman and owns approximately 42.11% of our common stock, loaned us an aggregate of $500,000 ($300,000 of which was from David Chen-Te Yen) which loans are payable on demand and bear interest at the rate of 8% per annum. These funds have been used to initiate our business. Additional funds will be required for us to be successful.
On August 20, 2010, we signed a lease for our initial art gallery which is located in Luzhu Township, Taiwan. We also acquired furniture, fixtures and improvements, at a cost of $250,000, such that the gallery would provide a showcase from which to initiate our operations. The gallery is now open and provides an elegant and comfortable setting from which we sell our artworks and conduct art shows, exhibitions, private showings, meetings, cocktail parties and other gatherings for the benefit of both our customers and featured artists. We are now conducting business.
The gallery currently opens on weekends during which sell our artworks and conduct art shows and exhibitions that we advertise to potential customers in the geographic area close to the galley as well as to potential customers in surrounding cities who our sales force has identified as potential purchases of our art works. During Monday thru Friday, the gallery opens on an appointment basis for private showings of our artwork to potential customers. With this approach, we are able to control our operating expenses.
We also are offering customized paintings to our customers through our sales representatives, which include commutative portraits painted by student-artists who we retain at a low cost to us. In addition, our website, http://www.uanusa.com/main.php , is now operational. It contains a statement of our mission, identifies certain of our feature artists, as well as pictures of certain paintings that we are currently offering for sale at our gallery. We are also offering memberships in a club we have organized called UAN Club. Members can join UAN Club by registering on-line.
We will be subject to numerous risks inherent in developing a new business and new operations and will be subject to of high levels of risks inherent to the new business. Certain of those risks are described in our Current Report on Form 8-K filed with the SEC on October 12, 2010.
Results of Operations
Results of Operations
We are a development stage company. From inception, August 10, 2005, to September 30, 2010, we have sustained accumulated operating losses of $2,271,344. Included in the loss were general and administrative expenses as well as professional fees not associated with the operation of our business.
Selling, general and administrative expenses amounted to $62,088 for the three months ended September 30, 2010, compared to $6,382 for the three months ended September 30, 2009, an increase of $55,706. The increase in selling, general and administrative expenses for the three months ended September 30, 2010, is predominately due to initial expenses related to the start-up of our business including salaries, rent, amortization of leasehold improvements and fees related to our operations as a public company.
General and administrative expenses amounted to $75,753 for the nine months ended September 30, 2010, compared to $18,947 for the nine months ended September 30, 2009, an increase of $56,806. The increase in general and administrative expenses for the three and nine months ended September 30, 2010, is predominately due to the items referred to in the paragraph above.
18
--------------------------------------------------------------------------------
Balance Sheet Discussion
As of September 30, 2010 and December 31, 2009
As of September 30, 2010, our total assets were $1,012,689, total liabilities were $1,171,291 and shareholders’ deficit was $(158,602) compared to $15,575, $12,112 and $(20,537), respectively, as of December 31, 2009. Current assets at September 30, 2010 were $775,709 including cash and cash equivalents of $518,709 and inventory of $252,000 compared to $15,575, $0 and $(20,537), respectively, at December 31, 2009. Included in total assets as of September 30, 2010 are leasehold improvements, net of amortization, of $236,980 and other assets of $5,000.
As of September 30, 2010, our total liabilities and our current liabilities were $1,171,292 consisting of notes payable to shareholders of $500,000, advances to shareholders of $69,428, and accounts payable and accrued expenses of $601,863. At December 31, 2009, total liabilities and current liabilities were $24,000 consisting of accounts payable and accrued expenses of $12,112 and a loan of $24,000.
The significant increase in our liabilities for the nine months ending September 30, 2010 compared to December 31, 2009 resulted from leasing and opening our art gallery in Taiwan, expenses related to the commencement of our business, expenses related to the Transactions and loans and advances from shareholders to fund the foregoing .
The net cash used in our operating activities in the nine month period ending September 30, 2010 was $183,705, an increase of $250,244 from that used in the nine month period ending September 30, 2009, which net increase was affected primarily by various items related to our business, i.e., inventory acquisitions and accounts payable.
Cash and cash equivalents for the nine months ending September 30, 2010, increased by $503,134, as compared to December 31, 2009. Net cash provided by financing activities in the nine month period ended September 30, 2010 was $319,428, compared to $26,082 from the nine month period ended September 30, 2009, the increase in which resulted from loans and advances from shareholders offset in part by costs related to the purchase of leasehold improvements.
Liquidity and Capital Resources
As of September 30, 2010, the Company had total assets of $1,012,689 including cash and cash equivalents of $518,709. This compares with assets of $15,575, comprised of cash and cash equivalents as of December 31, 2009. The Company’s current liabilities as of September 30, 2010 totaling $1,171,291 is comprised of accrued expenses of $601,863 and $569,428 in loans and advances from certain of our stockholder. This compares to the Company’s current liabilities as of December 31, 2009 of $36,112, comprised of accrued expenses of $12,112 and a $24,000 loan. The Company can provide no assurance that it can continue to satisfy its cash requirements for at least the next twelve months.
On July 23, 2010, two shareholders, one of which is, David Chen-Te Yen, our President and Chairman of our Board of Directors, lent the Company an aggregate of $500,000 ($300,000 of which was from David Chen-Te Yen) which amounts are evidenced by demand promissory notes bearing interest at the rate of 8% per annum, compounded daily. A portion of these funds is being used to initiate out new business plan. In order for the Company to successfully engage in this or any business, we may need to raise additional capital, which there is no assurance can be accomplished.
Critical Accounting Policies
We believe the following accounting policies involve the most significant judgments and estimates used in the preparation of our financial statements: Cash and Cash Equivalents, Investments, Net Income (loss) Per Share and Use of Estimates and Assumptions. These significant accounting policies are described in detail in Note 3 to our third quarter unaudited condensed financial statements included herein.
19
--------------------------------------------------------------------------------
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Contractual Obligations
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
Item 4T. 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 pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules, regulations and related forms, and that such information is accumulated and communicated to our sole officer to allow timely decisions regarding required disclosure.
As of September 30, 2010, we carried out an evaluation, under the supervision and with the participation of our sole officer as of September 30, 2010 of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.
Changes in Internal Controls
There have been no changes in our internal controls over financial reporting during the quarter ended June 30, 2010 that have materially affected or are reasonably likely to materially affect our internal controls.
PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
To the best knowledge of our officers and directors, the Company is not a party to any legal proceeding or litigation.
Item 1A. Risk Factors.
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Removed and Reserved.
20
--------------------------------------------------------------------------------
Item 5. Other Information.
None
Item 6. Exhibits.
(a) Exhibits required by Item 601 of Regulation S-K.
Exhibit Number Description
*****3.1 Amended and Restated Certificate of Incorporation
**3.2 By-laws
****3.3 Certificate of Amendment of Certificate of Incorporation filed August 27, 2010
****10.1 Lease Agreement dated August 25, 2010 between the Company and the landlord with respect to the art gallery located in Luzhu Township, Taiwan.
****10.2 Contract of sale dated August 20, 2010 between the Company and Cheng Ban Interior Design Ltd. with respect to furniture and fixtures and other items to be used in the gallery.
****10.3 Contract of sale dated August 20, 2010 between the Company and Mr. Yung Chien Wu for the purchase of seven paintings.
****10.4 Consignment Sale Agreement dated August 1, 2010 between the Company and Mr. Yung Chien Wu with respect to ten paintings.
****10.5 Form of Employment Agreement between the Company and various employees.
***14 Code of Ethics
****16.1 Letter from Accountants.
*31.1 Certification of Parsh Patel, Chief Executive Officer and Secretary.
*31.1 Certification of I-Kai Su, Chief Financial Officer.
*32.1 Certification of Parsh Patel, Chief Executive Officer and Secretary, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*32.2 Certification of I-Kai Su, Chief Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.
21
--------------------------------------------------------------------------------
* Filed herewith.
** Filed as an exhibit to the Company’s registration statement on Form S-1, as filed with the Securities and Exchange Commission on February 1, 2006 and incorporated herein by this reference.
*** Incorporated by reference to the Company’s Registration Statement and available on the Company’s website, www.goodharborpartners.com.
**** Filed as an exhibit to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 12, 2010 and incorporated herein by this reference.
***** Filed as an exhibit to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 12, 2010 and incorporated herein by this reference.
22
--------------------------------------------------------------------------------
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.
Dated: November 12, 2010
UAN CULTURAL & CREATIVE CO., LTD.
By: /s/ Parsh Patel
Chief Executive Officer and Secretary
By: /s/ I-Kai Su
Chief Financial Officer
23
--------------------------------------------------------------------------------
News 
Market Data 
Discover 
PDF 
RTF 
HTML 
XLS
AI
