UAN CULTURAL & CREATIVE CO., LTD.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

[X]

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

For the quarterly period ended

September 30, 2012

[ ]

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

For the transition period from

Commission File Number

000-51693

UAN Cultural & Creative Co., Ltd.

(Exact name of registrant as specified in its charter)

Delaware

20-3303304

(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)

1021 Hill Street, Suite 200, Three Rivers, Michigan

49093

(Address of principal executive offices)

(Zip Code)

(586) 530-5605

(Registrant’s telephone number, including area code)

N/A

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[X]

YES

[ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

[X]

YES

[ ]

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

Large accelerated filer

[ ]

Accelerated filer

[ ]

Non-accelerated filer

[ ]

(Do not check if a smaller reporting company)

Smaller reporting company

[X]

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

[ ]

YES

[X]

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

[ ]

YES

[ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

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

53,672,708 common shares issued and outstanding as of November 21, 2012.

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013

~~EXPLANATORY NOTE~~or

In[ ~~connection~~] ~~with~~TRANSITION ~~the~~REPORT ~~filing~~UNDER ofSECTION ~~this Quarterly~~13 ~~Report~~OR ~~on Form 10-Q for the quarter ended September 30, 2012, UAN Cultural & Creative Co., Ltd. is relying on Release No. 68224 issued by the Securities and Exchange Commission~~ 15(~~the “SEC”~~d), ~~titled~~OF ~~“Order~~THE ~~Under Section~~SECURITIES ~~17A~~EXCHANGE ~~and~~ACT ~~Section~~OF 361934 ofFor the ~~Securities~~transition ~~Exchange~~period ~~Act of 1934 Granting Exemptions~~ from ~~Specified~~_____________________ ~~Provisions of the Exchange Act and Certain Rules Thereunder,” which provides that filings by registrants unable~~ to meeting filing deadlines due to Hurricane Sandy and its aftermath shall be considered timely so long as the filing is made on or before November 21, 2012, and the conditions contained therein are satisfied. The Company’s independent registered public accounting firm and other advisers are located in the greater New York area, and were adversely impacted by the lack of communications, transportation, electricity and facilities, and accordingly the Company was unable to file this Report by November 14, 2012 due to disruptions caused by Hurricane Sandy.________________________

~~UAN~~Commission ~~CULTURAL~~File &Number ~~CREATIVE CO., LTD.~~000-51693

UAN Cultural & Creative Co., Ltd.
(Exact name of registrant as specified in its charter)
Delaware							20-3303304
(State or other jurisdiction of incorporation or organization)							(IRS Employer Identification No.)

102 North Avenue, Mt. Clemens, Michigan							48043
(Address of principal executive offices)							(Zip Code)

(586) 530-5605
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
[X]		YES	[ ]	NO
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
[X]		YES	[ ]	NO
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer						[ ]		Accelerated filer [ ]
Non-accelerated filer						[ ]		Smaller reporting company[X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act
[ ]	YES		[X]		NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
[ ]		YES	[ ]		NO
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
53,668,778 common shares issued and outstanding as of May 17, 2013.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION 3 Item 1. Financial Statements 3 Item 2. Management's Discussion and Analysis of Financial Condition and Result of Operations 17 Item 3. Quantitative and Qualitative Disclosure About Market Risks 28 Item 4. Controls and Procedures 28 PART II - OTHER INFORMATION 28 Item 1. Legal Proceedings 28 Item 1A. Risk Factors 28 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 28 Item 3. Defaults Upon Senior Securities 28 Item 4. Mine Safety Disclosures 28 Item 5. Other Information 28 Item 6. Exhibits 29 SIGNATURES 30

PART I – FINANCIAL INFORMATION		3
	Item 1. Financial Statements	3
	Item 2. Management's Discussion and Analysis of Financial Condition and Result of Operations	20
	Item 3. Quantitative and Qualitative Disclosure About Market Risks	28
	Item 4. Controls and Procedures	28
PART II - OTHER INFORMATION		28
	Item 1. Legal Proceedings	28
	Item 1A. Risk Factors	28
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	28
	Item 3. Defaults Upon Senior Securities	28
	Item 4. Mine Safety Disclosures	28
	Item 5. Other Information	29
	Item 6. Exhibits	30
SIGNATURES		32

2See accompanying notes to financial statements.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Our unaudited interim financial statements for the three and nine month periods ended September 30, 2012 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.

UAN Cultural & Creative Co., Ltd. and Subsidiaries

(A Development Stage Company)

Consolidated Balance Sheets

	September 30, 2012			December 31, 2011
	March 31, 2013			December 31, 2012
	(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	~~120~~9,~~172~~806		$	~~441~~15,~~448~~131
Accounts and notes receivable		260,433			307,793
Due from officer & shareholder (Note 10)		-			8,451
Inventory		2,194			441,607
Current assets from discontinued operations (Note 5)		2,335			2,340
Other current assets		81,081			118,933
Total current assets		12,141			25,922
Total current assets		463,880			1,309,781
Other assets from discontinued operations (Note 5)		20,517			20,560
Fixed assets, net (Note 4)		—			74,900
Total assets	$	32,658		$	46,482
Other assets		105,502			68,268
LIABILITIES AND STOCKHOLDERS' DEFICIT
Total assets	$	569,382		$	1,452,949
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable	$	5643,~~372~~174		$	9331,~~206~~103
Accrued expenses		3849,~~178~~032			~~123~~45,~~974~~832
Notes payable		69,855			39,645
Due to officer & shareholder (Note 10)		616			-
Deposit from customers		—			31,925
Current liabilities from discontinued operations (Note 5)		-			-
Other payables		2,627			6,457
Total current liabilities		92,822			76,935
Due to officer & shareholder (Note 9)		25,322			99,991
Other liabilities from discontinued operations (Note 5)		-			-
Income Taxes Payable (Note 5)		2,591			31,510
Total liabilities		92,822			76,935
Total current liabilities		194,945			426,708
Commitments & Contingencies (Note 7)		-			-
Long Term Notes Payable		75,676			58,998
Stockholders' Deficit (Notes 2, 8 and 9):
Total liabilities		270,621			485,706
Preferred stock, $.0001 par value, 5,000 shares authorized, 0 shares issued		-			-
Commitments & Contingencies (Note 6)		—			—
Common stock, $.0001 par value, 100,000,000 shares authorized, 53,672,708 shares issued and outstanding on March 31, 2013 and December 31, 2012.		5,367			5,367
Stockholders' Equity (Notes 2, 7 and 8):
Common stock, Class B, $.0001 par value,12,000,000 shares authorized, 0 shares issued and outstanding		-			-
Preferred stock, $.0001 par value, 5,000 shares authorized, 0 shares issued		—			—
Common stock, $.0001 par value, 100,000,000 shares authorized, 53,672,708 shares issued and outstanding on December 31, 2011 and December 31, 2010.		5,367			5,367
Common stock, Class B, $.0001 par value,12,000,000 shares authorized, 0 shares
issued and outstanding		—			—
Additional paid-in-capital		3,048,134			3,048,134
Accumulated deficit		(2,~~756~~977,~~087~~102	)		(2,~~074~~977,~~530~~102	)
Accumulated other comprehensive income (loss)		1,347			(11,728	)
Accumulated deficit under development stage		(135,118	)		(105,455	)
Total stockholders' equity		298,761			967,243
Accumulated other comprehensive income (loss)		(1,445	)		(1,397	)
Total liabilities and stockholders' equity	$	569,382		$	1,452,949
Total stockholders' deficit		(60,164	)		(30,453	)
Total liabilities and stockholders' deficit	$	32,658		$	46,482

See accompanying notes to financial statements.

UAN Cultural & Creative Co., Ltd. and Subsidiaries

(A Development Stage Company)

Consolidated Statements of Operations and Comprehensive Income (Loss)

(Unaudited)

	For the Three Months Ended						For the Nine Months Ended
							From Inception
	September 30, 2012			September 30, 2011			September 30, 2012			September 30, 2011
	For the Three Months Ended						December 1, 2012 to
Revenue	$	183,035		$	760,769		$	758,104		$	1,834,345
	March 31, 2013			March 31, 2012			March 31, 2013
Cost of Sales		66,192			339,523			578,292			747,657
Revenue	$	-		$	-		$	-
Gross Profits		116,843			421,246			179,812			1,086,688
Cost of Sales		-			-			-
Operating expenses:
Gross Profit		-			-			-
Selling, general & administrative expenses		336,156			288,447			930,839			694,492
Operating expenses:
Total operating expenses		336,156			288,447			930,839			694,492
Selling, general & administrative expenses		29,683			40,705			91,178
Income (Loss) from operations		(219,313	)		132,799			(751,027	)		392,196
Total operating expenses		29,683			40,705			91,178
Other income/(expenses)
Loss from operations		(29,683	)		(40,705	)		(91,178	)
Interest income/(expense), net		28			(3,459	)		(6,597	)		(11,299	)
Other income/(expenses)
Other gains, net		(4	)		—			2,229			—
Interest income(expense), net		20			(7,181	)		20
Gain on disposal of fixed assets		77,265			—			77,265			—
Total other income (expenses)		20			(7,181	)		20
Total other income (expenses)		77,289			(3,459	)		72,896			(11,299	)
Loss before provision for income taxes		(29,663	)		(47,886	)		(91,158	)
Income (Loss) before provision for income taxes		(142,024	)		129,340			(678,131	)		380,897
Provision for income taxes (Note 6)		-			-			-
Provision for income taxes (Note 5)		2,543			55,313			3,424			124,770
Loss from continuing operations		(29,663	)		(47,886	)		(91,158	)
Net Income (Loss)	$	(144,567	)	$	74,028		$	(681,555	)	$	256,127
Loss from discontinued operations, net of tax		-			(217,258	)		(43,960	)
Weighted average number of common shares outstanding, basic		53,672,708			53,672,708			53,672,708			53,672,708
Net Loss	$	(29,663	)	$	(265,144	)	$	(135,118	)
Net Income (Loss) per share, basic	$	(0.003	)	$	0.001		$	(0.013	)	$	0.005
Weighted average number of common shares outstanding, basic		53,672,708			53,672,708
Weighted average number of common shares outstanding, diluted		53,672,708			53,672,708			53,672,708			53,672,708
Net Loss per share, basic
Net Income (Loss) per share, diluted	$	(0.003	)	$	0.001		$	(0.013	)	$	0.005
Continuing operations	$	(0.001	)	$	(0.001	)
Comprehensive Income (Loss)
Discontinued operations	$	-		$	(0.004	)
Net income (loss)	$	(144,567	)	$	74,028		$	(681,555	)	$	256,127
Weighted average number of common shares outstanding, diluted		53,672,708			53,672,708
Foreign currency translation gain (loss)		7,882			19,214			13,074			22,077
Net Loss per share, diluted
Comprehensive income (loss)	$	(136,684	)	$	93,242		$	(668,481	)	$	278,204
Continuing operations	$	(0.001	)	$	(0.001	)
Discontinued operations	$	-		$	(0.004	)
Comprehensive Loss
Net loss	$	(29,663	)	$	(265,144	)
Foreign currency translation gain loss		(48	)		12,102
Comprehensive loss	$	(29,711	)	$	(253,042	)

See accompanying notes to financial statements.

UAN Cultural & Creative Co., Ltd. and Subsidiaries

(A Development Stage Company)

Consolidated Statement of Cash Flows

(Unaudited)

	For the Nine Months Ended
							From Inception
	September 30, 2012			September 30, 2011
	For the Three Months Ended						December 1, 2012 to
Cash Flows from Operating Activities
	March 31, 2013			March 31, 2012			March 31, 2013
Net income (loss) for the period	$	(681,555	)	$	256,127
Cash Flows from Operating Activities
Depreciation and amortization expense		95,753			102,381
Net loss	$	(29,663	)	$	(265,144	)	$	(135,118	)
Gain on disposal of fixed assets		(77,265	)
Less: Loss from discontinued operations		-			(217,258	)		(43,960	)
Adjustments to reconcile net (loss) to net cash used in operating activities:
Loss from continuing operations		(29,663	)		(47,886	)		(91,158	)
Changes in operating assets and liabilities:
Adjustments to reconcile net loss to net cash used in operating activities:
Increase in accounts and notes receivable		47,360			(312,934	)
Non-cash items:
(Increase) Decrease in inventory		439,413			(14,805	)
Increase in other current assets		-			(7,055	)		5,802
Increase in other assets		618			(88,186	)
Increase (Decrease) in accounts payable & accrued expenses		15,271			(49,387	)		39,016
Increase (Decrease) in accounts payable & accrued expenses		(122,630	)		358,746
Net cash used in operating activities of continued operations		(14,392	)		(104,328	)		(46,341	)
Increase in notes payable		46,888			—
Net cash provided by operating activities of discontinued operations		-			129,926			46,897
Decrease in deposit from customers		(31,925	)		—
Net cash used in operating activities		(14,392	)		25,598			556
Decrease in other payables		(3,830	)		—
Cash Flows from Investing Activities
Increase in income tax payables		(28,919	)		—
Net cash provided by investing activities of discontinued operations		-			(96,875	)		(20,052	)
Net cash provided by (used in) operating activities		(316,092	)		301,329
Net cash provided by (used in) investing activities		-			(96,875	)		(20,052	)
Cash Flows from Investing Activities
Cash Flows from Financing Activities
Disposal of fixed assets		161,564			—
(Repayment)/Proceeds of advances from shareholders & officers		9,067			(75,060	)		9,576
Purchase of leasehold improvements		(105,154	)		—
Net cash provided by financing activities of continued operations		9,067			(75,060	)		9,576
Net cash provided by investing activities		56,410			—
Net cash provided by financing activities of discontinued operations		-			1,162			(7,224	)
Cash Flows from Financing Activities
Net cash provided by financing activities		9,067			(73,898	)		2,352
Repayment of advances from shareholders & officers		(74,669	)		—
Effect of exchange rate change on cash		21			12,101			337
Net cash used in financing activities		(74,669	)		—
Net increase (decrease) in cash and cash equivalents		(5,304	)		(133,074	)		(16,807	)
Effect of exchange rate change on cash		13,075			(22,077	)
Cash and cash equivalents
Net increase (decrease) in cash and cash equivalents		(321,276	)		279,252
Beginning of period		15,131			364,328			26,592
Cash and cash equivalents
End of period		9,827			231,254			9,785
Beginning of period		441,448			377,433
Less: cash and cash equivalents of discontinued operations at end of year		21			110,168			21
End of period	$	120,172		$	656,685
Cash and cash equivalents of continuing operations at end of year	$	9,806		$	121,086		$	9,806
Supplemental disclosure of cash flow information:
Interest paid	$	~~27,317~~-		$	—27,317		$	-
Income taxes paid	$	—		$	—

See accompanying notes to financial statements.

UAN CULTURAL & CREATIVE CO., LTD. AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1—ORGANIZATION AND BUSINESS OPERATIONS

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

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

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

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

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

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

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

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

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

NOTE 2—OFFERING

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

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

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

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

NOTE 3—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

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

INTERIM FINANCIAL STATEMENTS

The accompanying unaudited ~~consolidated~~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, ~~2011~~2012, included in the Company’s Form 10-K filed on ~~April~~May 1316, ~~2012~~2013. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. The financial statements reflect all adjustments (consisting primarily of normal recurring adjustments) that are, in the opinion of management necessary for a fair presentation of the Company’s financial position and results of operations. The operating results for the three ~~and six~~ months ended ~~June~~March 3031, ~~2012~~2013 are not necessarily indicative of the results to be expected for any other interim period of a future year.

BASIS OF PRESENTATION

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

RECLASSIFICATION

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

DISCONTINUED OPERATIONS

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

USE OF ESTIMATES

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

CASH AND CASH EQUIVALENTS

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

ACCOUNTS AND NOTES RECEIVABLE

These amounts represent sales to customers in the ordinary course of business. Ninety percent of the notes receivable are due within 90 days and the remainder balance within one year.

INVENTORY

Inventory consists principally of finished art pieces held for sale valued at the specific-cost to purchase each piece. The Company accounts for inventory at the lower of the specifically-identified-cost of each piece (or average cost per piece when purchased in lots of two or greater) or net realizable value. As art is sold, amounts removed from inventory are the same specific cost values at the time of purchase.

FIXED ASSETS, NET

Leasehold improvements are recorded at cost and are amortized over the length of lease which is a two-year period beginning in August 2010. Machinery and equipment are amortized on a straight-line basis over a two to five year period.

IMPAIRMENT OF LONG-LIVED ASSETS

The Company evaluates its long-lived assets for impairment by comparison of the carrying amounts to future net undiscounted cash flows expected to be generated by such assets when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Should an impairment exist, the impairment loss would be measured based on the excess carrying value of the asset over the asset’s fair value or estimates of future discounted cash flows. The Company has not identified any such impairment losses to date.

NOTES PAYABLE

Notes payable are amounts due to vendors or service providers which are classified into current and non-current portion based on its maturity date. These notes are non-interest.

CONCENTRATION OF CREDIT RISK

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

COMPREHENSIVE INCOME

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

EARNINGS (LOSS) PER SHARE

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

The computation of basic and diluted earnings (loss) per share for the three months ended March 31, 2013 and 2012 as follows:

	For the Three Months Ended
	March 31, 2013			March 31, 2012

Numerator:
Net Income/(Loss) from continuing operation	$	(29,663	)	$	(47,886	)
Net income/(loss) from discontinued operation	$	-		$	(217,258	)
Denominator
Weighted average common shares outstanding – basic		53,672,708			53,672,708
Weighted average common share outstanding – diluted		53,672,708			53,672,708
Basic earnings (loss) per share
Continuing operations	$	(0.001	)	$	(0.001	)
Discontinuing operations	$	-		$	(0.004	)
Diluted earnings (loss) per share
Continuing operations	$	(0.001	)	$	(0.001	)
Discontinuing operations	$	-		$	(0.004	)

FAIR VALUE OF FINANCIAL INSTRUMENTS

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

REVENUES

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

ADVERTISING COSTS

Advertising costs are expensed as incurred and included in selling, general and administrative expenses. The Company has not incurred any advertising expense for the three months ended March 31, 2013 and 2012, respectively.

~~The~~FOREIGN ~~computation~~CURRENCY ~~of basic and diluted earnings (loss) per share for the three and nine months ended September 30, 2012 and 2011 is as follows:~~TRANSLATIONS

	For the three months ended					For the nine months ended
	September 30, 2012			September 30, 2011		September 30, 2012			September 30, 2011
Numerator:
Net Income/(Loss)	$	(144,567	)	$	74,028	$	(681,555	)	$	256,127
Weighted average common shares outstanding – basic		53,672,708			53,552,708		53,672,708			53,552,708
Dilution associated with W and Z warrants		—			—		—			—
Weighted average common share outstanding – diluted		53,672,708			53,552,708		53,672,708			53,552,708
Basic earnings (loss) per share	$	(0.003	)	$	0.001	$	(0.013	)	$	0.005
Diluted earnings (loss) per share	$	(0.003	)	$	0.001	$	(0.013	)	$	0.005

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

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

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

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

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

At March 31, 2013, the cumulative translation adjustments of $(1,445), were classified as items of accumulated other comprehensive loss in the stockholders’ equity section of the balance sheet. For the three months ended March 31, 2013 and 2012, other comprehensive income (loss) was $(48) and $12,102, respectively.

NOTE 3—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

INTERIM FINANCIAL STATEMENTS

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

BASIS OF PRESENTATION

RECLASSIFICATION

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

DISCONTINUED OPERATIONS

USE OF ESTIMATES

CASH AND CASH EQUIVALENTS

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

CONCENTRATION OF CREDIT RISK

COMPREHENSIVE INCOME

EARNINGS (LOSS) PER SHARE

The computation of basic and diluted earnings (loss) per share for the three months ended March 31, 2013 and 2012 as follows:

	For the Three Months Ended
	March 31, 2013			March 31, 2012

Numerator:
Net Income/(Loss) from continuing operation	$	(29,663	)	$	(47,886	)
Net income/(loss) from discontinued operation	$	—		$	(217,258	)
Denominator
Weighted average common shares outstanding – basic		53,672,708			53,672,708
Weighted average common share outstanding – diluted		53,672,708			53,672,708
Basic earnings (loss) per share
Continuing operations	$	(0.001	)	$	(0.001	)
Discontinuing operations	$	—		$	(0.004	)
Diluted earnings (loss) per share
Continuing operations	$	(0.001	)	$	(0.001	)
Discontinuing operations	$	—		$	(0.004	)

FAIR VALUE OF FINANCIAL INSTRUMENTS

REVENUES

The Company ~~has~~is ~~two~~a ~~principal~~development ~~sources~~stage ~~of revenue.~~company ~~Revenues~~as ~~related~~such tohas ~~the~~not ~~direct~~realized ~~sale~~any ~~of art pieces from inventory and commissions on sale of art pieces sold on a consignment basis. The Company recognizes~~ revenues ator ~~the~~directly ~~time~~related ~~goods are delivered to the customers~~expenses.

For the nine months ended September 30, 2012, three hundred ninety three (393) pieces of arts were sold from the inventory.

ADVERTISING COSTS

Advertising costs are expensed as incurred and included in selling, general and administrative expenses. The Company has not incurred any advertising expense ~~of $157,657 and $5,921~~ for the three months ended ~~September~~March 3031, ~~2012~~2013 and ~~2011, respectively, and $264,432 and $10,698 for the nine months ended September 30,~~ 2012 ~~and 2011~~, respectively.

SEGMENT REPORTING AND GEOGRAPHIC INFORMATION

The Company reports all operations under one business segment, the sale of works of art. Two customers accounted for 92% of the Company’s revenues for nine months ended September 30, 2012. The Company generated 73% of revenues for the nine months ended September 30, 2011 through one Taiwan distributor. All sales revenues were generated in Taiwan. The following table sets forth information as to the revenue derived from those customers that accounted for more than 10% of our revenue for the nine months ended September 30, 2012 and 2011:

	2012				2011
Largest Customers
Espoir	$	307,331	41	%	$	1,347,492	73	%
Andwin		16,023	2	%		131,428	7	%
Roundex		383,634	51	%		160,000	9	%
Others		51,115	7	%		195,425	11	%
Total revenues	$	758,104	100	%	$	1,834,345	100	%

FOREIGN CURRENCY TRANSLATIONS

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

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

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

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

At ~~September~~March 3031, ~~2012~~2013, the cumulative translation adjustments of $(1,~~347~~445), were classified as items of accumulated other comprehensive ~~income~~loss in the stockholders’ equity section of the balance sheet. For the three months ended ~~September~~March 3031, ~~2012~~2013 and ~~2011~~2012, other comprehensive income (loss) ~~income~~ was $~~7,882~~(48) and $1912,~~214~~102, respectively. ~~For the nine months ended September 30, 2012 and 2011, other comprehensive income was $13,074 and $22,077 respectively.~~

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

		Balance Sheet Rate	~~Balance~~Average ~~Sheet~~ Rate		~~Average Rate~~
	December 31, 2011			30.54		—
March 31, 2013		29.08	29.48
	September 30, 2011			—		29.21
December 31, 2012		29.02
	September 30, 2012			29.17		29.72
March 31, 2012			29.71

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

		Balance Sheet Rate	~~Balance~~Average ~~Sheet~~ Rate		~~Average Rate~~
	September 30, 2012			7.75		7.76
March 31, 2013		7.76	7.76
December 31, 2012		7.75

INCOME TAXES

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

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

NEW ACCOUNTING PRONOUNCEMENTS

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

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

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

In May 2011, the FASB issued ASU No. 2011-04, “Fair Value Measurement: Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs." This standard clarifies guidance on how to measure fair value and is largely consistent with existing fair value measurement principles. The ASU also expands existing disclosure requirements for fair value measurements and makes other amendments. For the Company, this ASU is effective prospectively beginning January 1, 2012. The adoption of this standard did not have a material impact on the Company’s consolidated results of operations or financial condition.

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

In December 2011, the FASB issued ASU No. 2011-11, “Disclosures About Offsetting Assets and Liabilities,” which creates new disclosure requirements regarding the nature of an entity’s rights of setoff and related arrangements associated with its financial instruments and derivative instruments. Certain disclosures of the amounts of certain instruments subject to enforceable master netting arrangements or similar agreements would be required, irrespective of whether the entity has elected to offset those instruments in the statement of financial position. The ASU is effective January 1, 2013 with retrospective application required. Since this standard impacts disclosure requirements only, its adoption will not have a material impact on the Company’s results of operations or financial condition.

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

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

12NOTE 4 — GOING CONCERN

~~NOTE~~As 4of –March ~~FIXED~~31, ~~ASSETS~~2013, ~~NET~~the Company had incurred accumulated losses of $3,112,220 that include a net loss of $29,663 for the three months ended March 31, 2013. The Company is actively pursuing additional funding and a potential merger or acquisition candidate and strategic partners, which would enhance owners’ investment There can be no assurance the Company will be successful in its effort to secure additional equity financing. The Company’s ability to continue as a going concern is contingent upon its ability to secure financing and attain profitable operations.

~~The~~NOTE ~~balances~~5 of— ~~fixed~~DISCONTINUED ~~assets are as follows:~~OPERATIONS

	September 30, 2012		December 31, 2011
Leasehold Improvements	$	—	$	250,000
Machinery & Equipment		—		534
		—		250,534
Accumulated Depreciation & Amortization		—		(175,634	)
Net Fixed Assets	$	—	$	74,900

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

The ~~depreciation~~Company ~~and~~recognized ~~amortization expense for the three and nine months ended September 30, 2012 and 2011 were~~ $2511,~~330,~~371 loss ~~$28,405,~~on ~~$95,753~~the ~~and~~disposition ~~$102,381,~~of ~~respectively~~discontinued operations.

~~On August 31, 2012, the Company disposed its fixed assets and recognized a gain of $77,265.~~ 11

~~NOTE~~Summarized 5financial —information ~~INCOME~~for ~~TAXES~~discontinued operations is as follow:

	For the Three Months Ended
	March 31, 2013		March 31, 2012
Discontinued Operations
Revenues, net	$	-	$	235,140

Loss from operations of discontinued components	$	-	$	(217,258	)
Benefit (provision) for income taxes		-		-
Loss from operations of discontinued components, net of tax	$	-	$	(217,258	)

Disposal
Loss on disposal in discontinued components	$	-	$	-
Benefit (provision) for income taxes		-		-
Loss on disposal in discontinued components, net of tax	$	-	$	-

Loss from discontinued operations, net of tax	$	-	$	(217,258	)

	March 31, 2013		December 31, 2012
Assets
Cash and equivalents	$	21	$	21
Accounts receivables, net		-		-
Inventories		-		-
Other current assets		2,314		2,319
Restricted cash		507		508
Fixed assets, net		-		-
Due from affiliated companies		20,010		20,052
Other assets		-		-
Total assets of discontinued operations	$	22,852	$	22,900

Liabilities
Accounts payables and accrued expenses	$	-	$	-
Notes payable		-		-
Advances from related parties		-		-
Other current liabilities		-		-
Long term notes payable		-		-
Total liabilities of discontinued operations	$	-	$	-

NOTE 6 — INCOME TAXES

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

The Company has not made a provision for U.S. income taxes on undistributed earnings of oversea subsidiaries (UAN CCC’s ~~Taiwan~~HK) ~~Branch~~with ~~operation~~which ~~in Taiwan~~the ~~and~~Company intends to continue to reinvest. It is ~~subject~~not practicable to ~~Taiwan~~estimate ~~tax~~the ~~laws.~~amount ~~The~~of ~~income~~additional tax ~~rate~~that inmight ~~Taiwan~~be ispayable ~~17%~~on the foreign earnings if they were remitted as dividends, or lent to the Company, or if the Company should sell its stock in these subsidiaries.

The Company has not made a provision for U.S. income taxes on undistributed earnings of oversea subsidiaries (UAN CCC HK and UAN Yeh CCC) with which the Company intends to continue to reinvest. It is not practicable to estimate the amount of additional tax that might be payable on the foreign earnings if they were remitted as dividends, or lent to the Company, or if the Company should sell its stock in these subsidiaries.12

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

UAN ~~Yeh~~ CCC ~~was~~has ~~established~~cumulative innet ~~Taiwan~~operating tax loss carryover (the “NOL”) of approximately $3.1 million at March 31, 2013, which are not likely to be fully realized and isconsequently ~~subject~~a full valuation allowance has been established relating to ~~Taiwan~~this deferred tax ~~laws~~ assets. The ~~income~~final ~~tax~~portion ~~rate~~of inthe NOL ~~Taiwan~~will isexpires ~~17%~~in 20 years.

UAN CCC has ~~cumulative~~foreign ~~net~~tax ~~operating~~credit ~~tax~~carryover ~~loss~~of ~~carryover~~approximately (the “~~NOL~~FTC”) ~~of approximately~~ $~~2.7~~37,000 ~~million~~ at ~~September~~March 3031, ~~2012, which are not likely to be fully realized and consequently a full valuation allowance has been established relating to this deferred tax assets~~2013. The final portion of the ~~NOL~~ FTC will ~~expires~~expire in 2010 years.

~~UAN~~Deferred ~~CCC~~income ~~has~~tax ~~foreign~~assets ~~tax~~and ~~credit~~liabilities are ~~carryover~~computed for differences between the financial statement and tax bases of assets and liabilities that will result in future ~~approximately~~taxable (or deductible amounts and are based on enacted tax laws and rates applicable to the ~~“FTC”)~~periods ~~$37,000~~in atwhich ~~September,~~the ~~2012~~differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred income tax assets to the amount expected to be realized. The ~~final~~deferred ~~portion~~income oftax asset related to the ~~FTC~~above ~~will~~noted ~~expire~~NOL in 10the amount ~~years~~of approximately $3.0 million and FTC in the amount of $37,000 has been reduced by a related allowance of equal amount at March 31, 2013.

~~Deferred~~Income/(Loss) ~~income~~before ~~tax~~Income ~~assets and liabilities~~Taxes from ~~are~~continuing ~~computed~~ operations for ~~differences between~~ the ~~financial~~three ~~statement~~months ~~and~~ended ~~tax~~March ~~bases~~31, of2013 ~~assets~~ and ~~liabilities~~2012were ~~that~~as will result in future taxable or deductible amounts and are based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred income tax assets to the amount expected to be realized. The deferred income tax asset related to the above noted NOL in the amount of approximately $2.7 million and FTC in the amount of $37,000 has been reduced by a related allowance of equal amount at September 30, 2012.follows:

Income/(Loss) before Income Taxes for the nine months ended September 30 were as follows:

	For the Three Months Ended
	March 31, 2013			March 31, 2012
United States	$	(29,624	)	$	(47,886	)
Hong Kong		(39	)		-
Total Income (Loss) before Tax	$	(29,663	)	$	(47,886	)

	For the nine months ended
	September 30, 2012			September 30, 2011
United States	$	(188,947	)	$	(336,799	)
Hong Kong		(128	)		—
Taiwan		(489,056	)		717,696
Total Income (Loss) before Tax	$	(678,131	)	$	380,897

Provisions for Income from continuing operations for the three months ended March 31, 2013 and 2012 were as follows:

		For the Three Months Ended
		March 31, 2013		March 31, 2012
United States	$	-	$	-
Hong Kong		-		-
Total Tax Expense	$	-	$	-

Reconciliations of statutory rates to effective tax rates from continuing operations for the three months ended March 31, 2013 and 2012 were as follows:

	For the Three Months Ended
	March 31, 2013		March 31, 2012
US Statutory Tax Rate		39.0%		39.0%
Hong Kong Foreign Tax Rate		0.0%		0.0%
US State Income Tax Rate Effected		0.0%		0.0%
Foreign Tax Credit		0.0%		0.0%
Net Operating Loss Carryforward		-39.0%		-39.0%
Effective Worldwide Tax Rate		0.0%		0.0%

NOTE 7—COMMITMENTS & CONTINGENCIES

~~Provisions~~Office ~~for~~Space ~~Income Taxes for the nine months ended September 30 were as follows:~~Lease

	For the nine months ended
	September 30, 2012		September 30, 2011
United States	$	—	$	2,762
Hong Kong		—		—
Taiwan		3,424		122,008
Total Tax Expense	$	3,424	$	124,770

The Company entered into a month to month office space lease of the Company's office space in Michigan state for $200 a month starting December 2012. The rent expense for the three months ended March 31, 2013 was $600.

Reconciliations of statutory rates to effective tax rates for the nine months ended September 30 were as follows:

	For the nine months ended
	September 30, 2012
US Statutory Tax Rate		39.0	%
TW Foreign Tax Rate		17.0	%
Hong Kong Foreign Tax Rate		0.0	%
US State Income Tax Rate Effected		0.0	%
Foreign Tax Credit		-17.0	%
Net Operating Loss Carryforward		-39.0	%
Effective Worldwide Tax Rate		0.0	%

NOTE 6—COMMITMENTS & CONTINGENCIES

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~~ Litigation

In ~~August~~November ~~2010~~2012, the Company’s ~~entered~~prior president, ~~into~~chairman ~~a two-year~~and ~~real~~director ~~estate~~is ~~operating~~subject ~~lease~~to lawsuit for ~~its~~marketing ~~initial~~manners ~~gallery~~used ~~location~~in sales of artwork in Taiwan. ~~which~~In ~~expired~~accordance with Taiwan’s Law, the Company’s bank accounts in ~~August~~Taiwan ~~2012~~are accordingly frozen during the litigation period. As of March 31, 2013, restricted cash for this litigation is $507.

InNOTE ~~November~~8—CAPITAL ~~2011, the Company entered into an office space lease agreement for additional space located in Taiwan.~~STOCK

In January 2012, the Company entered into a two year lease for its second gallery location in Tainan, Taiwan.

The leases above were cancelled when the Company disposed its property in August 2012.

In September 2012, the Company entered into an office space lease agreement in Zhongli, Taiwan.

Rent expenses incurred were $18,567 and $8,233 for the three months ended September 30, 2012 and 2011, respectively. Rent expenses incurred were $48,210, and $27,190 for the nine months ended September 30, 2012 and 2011, respectively.

On October 7, 2011, the Company entered into a three years automobile lease agreement. The lease is cancelled on August 31, 2012.

On June 5, 2012, the Company entered into a three years automobile lease agreement.

Automobile lease expenses incurred were $21,782 and $0 for the three months ended September 30, 2012 and 2011, respectively; and $43,763 and $0 for nine months ended September 30, 2012 and 2011, respectively.

Future aggregate minimum office lease payments and automobile lease payments will be as follows:

Year		Amounts
2012		$ 20,035
2013		75,854
2014		69,855
2015		29,106
Total		$ 194,850

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.

Common Stock and Class B Common Stock

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

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

As of ~~September~~March 3031, ~~2012~~2013, there are 44,150,490 shares of common stock available for future issuance, after appropriate reserves for the issuance of common stock in connection with the Class Z Warrants, the Underwriters Purchase Option and the officer’s and director’s Class Z Warrants. The Company currently has no commitments to issue any shares of common stock.

NOTE 89—WARRANTS AND OPTION TO PURCHASE COMMON STOCK

In addition to shares of Common Stock common outstanding as of September 30, 2012, the following shares of Common Stock, which take into account the Reverse Split, are reserved for issuance pursuant to outstanding warrants:

• 575,000 shares of Common Stock underlying the outstanding Class Z warrants sold in the IPO on March 8, 2006. We refer to these warrants as the “IPO Warrants.”

• 247,500 shares of Common Stock underlying the outstanding 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 $0.50 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.”

Class W Warrants

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

Class Z Warrants

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

•

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

•

March 8, 2007.

~~The Class Z warrants will expire on March 7, 2013. There are 822,500 shares of Common Stock underlying the outstanding Class Z warrants as of September 30, 2012.~~14

The Class Z warrants expired on March 7, 2013.

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

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

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

NOTE 910—RELATED PARTY TRANSACTIONS

At ~~September~~March 3031, ~~2012~~2013, ~~David Chen-Te Yen (Chairman, director and shareholder of~~ the Company) has an outstanding receivable of $349,~~283~~881 from Yuan-Hao Chang (shareholder and consultant to the Company) for which ~~was~~the Company has advanced to ~~commence~~Mr. ~~the~~Chang ~~Taiwan~~for ~~operations~~expenses to be incurred on behalf of the Company.

AtMr. ~~September~~Chang ~~30,~~also ~~2012,~~provides ~~Yuan-Hao~~various ~~Chang (shareholder~~consulting and ~~consultant~~professional services to the Company) ~~has~~for anwhich ~~outstanding~~he ~~payable~~is ofcompensated. Consulting and professional expense for Mr. Chang were $107,~~374~~500 and to$0 for the ~~Company~~three months ended March 31, 2013 and 2012 respectively. At March 31, 2013, the outstanding consulting fee payable to Mr. Chang was $7,500.

At ~~September~~March 3031, ~~2012~~2013, ~~Parashar Patel (shareholder and CEO of~~ the Company) has an outstanding payable ~~receivable~~ of $~~1,414~~519 ~~from~~to Parashar Patel (shareholder and CEO of the Company) for which Mr. Patel ~~advanced~~has topaid ~~the~~expenses ~~Company~~on tobehalf ~~pay certain~~of ~~Company’s~~the ~~expenses~~Company.

At March 31, 2013, the Company has an outstanding payable of $9,978 to Chung-Hua Yang (CFO of the Company) for which Mr. Yang has advanced to the Company as working capital.

At March 31, 2013, the Company, through its discontinued Taiwan branch and subsidiary, has an outstanding receivable of $20,010 from UAN Power Corp, an affiliated company which the shareholders and the directors of the Company have certain ownership.

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

In July 2010, Mr. David Chen-Te Yen (Chairman, director, and shareholder of the Company) loaned the Company $300,000 in demand notes bearing interest at 8%. This demand note was repaid on December 3, 2010. The related accrued interest of $8,482 remains unpaid at ~~September~~March 3031, ~~2012~~2013.

In July 2010, Mr. Yuan-Ho Chang (shareholder and consultant to the Company) loaned the Company $200,000 in demand notes bearing interest at 8%. This demand note was repaid on November 1, 2011. ~~Interest expenses incurred on the notes were $7,241 and $11,835 for the nine months ended September 30, 2012 and 2011, respectively.~~ The related accrued interest of $27,317 was repaid in March 2012.

1615

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

FORWARD-LOOKING STATEMENTS

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

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

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

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

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

Description of Business

Background

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

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

The securities issued in our initial public offering consisted of Class A common stock, which is now regular common stock; Class W warrants; Class Z warrants; Class B common stock, which was redeemed from the stockholders when the funds raised in the initial public offering were returned to them and is no longer outstanding; Class A units, which consisted of two shares of Class A common stock and ten Class Z warrants; and Class B units, which consisted of two shares of Class B common stock and two Class W warrants.16

17The securities issued in our initial public offering consisted of Class A common stock, which is now regular common stock; Class W warrants; Class Z warrants; Class B common stock, which was redeemed from the stockholders when the funds raised in the initial public offering were returned to them and is no longer outstanding; Class A units, which consisted of two shares of Class A common stock and ten Class Z warrants; and Class B units, which consisted of two shares of Class B common stock and two Class W warrants. The Class W and Class Z warrants have expired.

We experienced a change in control on June 30, 2010, both at the stockholder and director levels, as the result of the purchase of 35,095,100 shares of our common stock, approximately 95.6% of our common stock which was issued and outstanding on that date, by eight persons and the simultaneous reconstitution of our board of directors. Our new board of directors has 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.

In July 2010, two of our stockholders, David Chen-Te Yen and Yuan-Hao Chang, loaned us $300,000 and $200,000, respectively. David Chen-Te Yen, is our ~~President~~former ~~and~~president ~~the~~and the chairman of our board of directors, ~~and~~ owns approximately 42.1% of our common stock. These loans were evidenced by demand promissory notes bearing interest at the rate of 8% per annum, compounded daily. The $300,000 loan from David Chen-Te Yen was repaid in December 2010; accrued interest of $8,482 remains unpaid at ~~September 30~~March 31, ~~2012~~2013. The $200,000 loan from Yuan-Hao Chang was repaid on November 1, 2011;. The related accrued interest of $27,317 was ~~paid~~repaid ~~prior~~in to March 2012.In AtAugust ~~September 30~~2010, ~~2012,~~we ~~the~~changed ~~outstanding~~our ~~working~~name ~~capital~~to ~~advances~~UAN ~~payable~~Cultural to& Creative ~~shareholders~~Co., Ltd. and ~~officers~~effected ~~were~~a ~~$35,697~~1 new for 10 old reverse stock split of our common stock. We commenced operations in August 2011.

In August 2010, we changed our name to UAN Cultural & Creative Co., Ltd. and effected a one-for-ten reverse stock split of our common stock. We commenced operations in August 2011.

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

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

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

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

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

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

Effective December 1, 2012, David Chen-Te Yen resigned as president, chairman and director of our company. The resignation was not the result of any disagreements with our company regarding our operations, policies, practices or otherwise.

Concurrently with Mr. Yen’s resignation, we appointed Wan-Fang Liu as president and chairman of our company, effective December 1, 2012.

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

Also effective December 1, 2012, our company decreased the number of directors on our board of directors to five.

Our board of directors now consists of Parashar Patel, Chung Hua Yang, Tzu-Yung Hsu, Syuan-Jhu Lin and Wan-Fang Liu.

Our Current Business

~~Recently,~~As weat ~~have~~December ~~changed our~~1, ~~distribution~~2012 ~~practice~~and asthe ~~our~~date of ~~business~~this ~~was~~report, ~~negatively~~we ~~impacted~~are ~~due~~a toshell ~~the~~company ~~economic~~as ~~downturn~~that interm ~~Taiwan.~~is ~~We have~~defined ~~closed~~in ~~our~~Rule ~~art~~12b-2 ~~galleries~~of ~~and sold~~ the ~~underlying~~Exchange ~~assets~~act. WeOur ~~currently~~management ~~offer~~is onpresently ~~a selective basis high value~~engaged ~~collection paintings to our customers~~ in ~~antique~~the orsearch ~~art~~and ~~auction~~evaluation ~~events~~of ~~through~~available ~~various~~opportunities ~~brokers.~~to Wepreserve ~~continue~~our tobusiness ~~offer~~as on a ~~selective~~ ~~basis~~going ~~customized~~concern ~~paintings~~and to ~~our~~create ~~customers~~shareholder ~~through our sales representatives, which include commemorative~~value ~~portraits painted~~ by ~~student~~effecting ~~artists whom we retain as independent contractors at~~ a ~~low cost to us. In addition~~merger, wecapital ~~offer paintings~~stock ~~for sale through our website~~exchange, ~~www.uanusa.com.~~asset Weacquisition ~~expect~~or ~~our~~other ~~new~~similar ~~distribution~~business ~~practice~~combination ~~will~~with ~~cut~~an ~~our~~operating ~~overhead costs and improve profits~~business.

In July 2010, we commenced our operation when we opened our initial art gallery 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 of our arts collections. We commenced operations from this location because most of our officers and directors live nearby, are familiar with the area, and believe it to have an excellent market potential for our artworks. On March 23, 2012, we opened our second gallery in Tainan, Taiwan. We also acquired furniture, fixtures and improvements, at a cost of approximately $100,000. We also rented approximately 100 square feet of wall space in an art gallery in Chicago, in which we displayed a small number of artworks for a period of approximately 90 days.

Our galleries provided elegant and comfortable settings from which we sold our artworks and conducted art shows, exhibitions, private showings, meetings, cocktail parties and other gatherings for the benefit of both our customers and featured artists. We generally offered for sale paintings that we purchased for resale and paintings we hold for sale on a consignment basis.

In August 2012, we have closed our art galleries and sold the underlying assets.

To date we have sold approximately 1,900 paintings from inventory and seven paintings on consignment. Our sale prices for the paintings we hold in inventory are typically recommended by our chief art consultant, Mr. Yung Chien Wu, who also recommends the paintings we acquire and the prices we pay to the artists. Our profit margin with respect to the paintings we sell from inventory varies from painting to painting. We generally pay the artist 50% of the amount we realize on consignment sales.

Results of Operations

Three Months Ended ~~September~~March 3031, ~~2012~~2013 and ~~September 30,~~March ~~2011~~31, 2012

		~~Three Months Ended~~				Three Months Ended
		September 30,
						March 31,
		2012			2011
						2013		2012
Revenue	$	~~183,085~~		$	~~760,769~~	$	Nil	$	Nil
Cost of Sales	$	~~66,192~~		$	~~339,523~~	$	Nil	$	Nil
Operating Expenses	$	~~336,156~~		$	~~288,447~~	$	29,683	$	40,705
Interest Expense (Income)	$	28		$	(3,459	)
Interest Income (Expense)						$	20	$	(7,181)	`
Other gains, net	$	(4	)	$	Nil
Provision for Income Tax						$	Nil	$	Nil
Gain on disposal of fixed assets	$	77,265		$	Nil
Net Income (Loss)						$	(29,663)	$	(265,144)
Provision for Income Tax	$	2,543		$	55,312
Net Income (Loss)	$	(144,567	)	$	74,028

Sales revenues for the three months ended September 30, 2012 and 2011 were $183,085 and $760,769, respectively, a decrease of $577,684 or approximately 75.9%. Our sales decline during the period was attributable to an economic downturn in Taiwan, which has significantly affected our business. We have changed our distribution practice to increase our sales and to cut cost.

Cost of Sales and Gross Profit

Cost of sales for the three months ended September 30, 2012 and 2011 were $66,192 and $339,523, respectively, a decrease of $273,330. Our gross profit for the three months ended September 30, 2012 and 2011 were $116,843 and $421,246, respectively. Gross margin for the three months ended September 30, 2012 and 2011 were approximately 63.8% and 55.4%, respectively. The increase in gross profit is primarily due to our new distribution practice.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended September 30, 2012 and 2011 were $336,156 and $288,447, respectively, an increase of $47,709 or approximately 16.5%. Our major operating expenses for the three months ended September 30, 2012 consisted of advertising expenses of $157,657, salaries and related expenses of $33,721, rent expenses in the amount of $40,349, professional fees in the amount of $9,772 and leasehold improvement amortization of $25,330, compared to advertising expenses of $5,921, salaries and related expenses of $40,985, rent in the amount of $8,233, professional fees in the amount of $55,981, and leasehold improvement amortization of $28,405 for the three months ended September 30, 2011. We increased our advertising expenses, payroll related expenses and rent expenses primarily as a result of opening our second gallery in Tainan, Taiwan.

Other Income/(Expenses)

Other income for the three months ended September 30, 2012 amounted to $77,289, as compared to other expenses $3,459 for the three months ended September 30, 2011. These income and expenses consist of interest income /(expense), other gains and gain on disposal of fixed assets.

Provision for Income Tax

Income tax provision for the three months ended September 30, 2012 was $2,543, compared to $55,313 for the three months ended September 30, 2011, a decrease of $52,770. . We have certain tax deferred assets such as net operating loss and foreign tax credit.

Net Income (Loss)

We had a net loss from operations of $144,547 for the three months ended September 30, 2012, compared to net income of $74,028 incurred in the three months ended September 30, 2011. Our net loss was attributable to lower sales revenue and the increase in our selling, general and administrative expenses.

Nine Months Ended September 30, 2012 and September 30, 2011

		Nine Months Ended
		September 30,
		2012			2011
Revenue	$	758,104		$	1,834,345
Cost of Sales	$	578,292		$	747,657
Operating Expenses	$	930,839		$	694,492
Interest Expense (Income)	$	(6,597	)	$	(11,299	)
Other Gains, net	$	2,229		$	Nil
Gains on Disposal of Fixed Assets	$	77,265		$	Nil
Provision for Income Tax	$	3,424		$	124,770
Net Income (Loss)	$	(681,555	)	$	256,127

Revenues

~~Sales~~We ~~revenues~~discontinued ~~for~~our ~~the~~art ~~six~~gallery months ended September 30, 2012 and 2011 were $758,204 and $1,834,345, respectively, a decrease of $1,076,241 or approximately 58.7%. Our sales decline during the period was attributable primarily to an economic downturn in Taiwan, which has significantly affected our business~~. The~~ ~~decrease~~ in ~~revenues was also attributable to a decline in sales during the first quarter of~~ December 2012, ~~because relatively little commerce is conducted in Taiwan during Chinese New Year, which is celebrated over a two-week period commencing in late January or early February,~~ and todid ~~the~~not ~~redecoration~~recognize ofany ~~the~~revenues ~~gallery~~from ~~space for exhibits of the artworks during the first quarter of 2012, which resulted in delay of sales activities~~operations.

~~Cost~~Operating ~~of Sales and Gross Profit~~Expenses

~~Cost~~Our ofoperating ~~sales~~expenses for the three ~~nine~~ months ended ~~September~~March 3031, ~~2012~~2013 ~~and~~consisted ~~2011~~of ~~were $578~~selling,~~292~~ general and ~~$747,657,~~administrative ~~respectively~~expenses, awhich ~~decrease~~include ofbank ~~$169,365.~~service ~~Our gross profit for the nine~~charges, ~~months~~printing ~~ended September 30~~costs, ~~2012~~legal and ~~2011~~accounting ~~were~~fees, ~~$179~~rent,~~812~~ ~~and $1~~telephone,~~086,688,~~ ~~respectively.~~travel ~~Gross~~expense, ~~margin~~consulting ~~for~~fees, ~~the~~media ~~nine~~relations ~~months~~fees, ~~ended~~transfer ~~September~~agency ~~30,~~fees ~~2012~~ and ~~2011~~other ~~were~~miscellaneous ~~approximately~~administrative 23expenses.7% ~~and~~Our ~~59.2%~~selling, ~~respectively.~~general ~~The~~and ~~decrease~~administrative inexpenses ~~gross~~were ~~profit~~$29,683 ~~reflects~~during the three ~~sale~~months ofended ~~ten~~March ~~high-value paintings~~31, ~~below~~2013 ~~our~~compared ~~cost~~to $40,705 during the ~~nine~~same ~~months~~period ~~ended~~in ~~September 30,~~ 2012. ~~These~~Our ~~paintings~~company ~~were~~reduced ~~sold~~its atspending ~~negative~~in ~~gross~~legal and ~~margin~~accounting ~~of approximately~~fee ~~14%~~as ~~and~~a ~~accounted~~result ~~for~~from ~~approximately~~management ~~42%~~effective ofcost ~~gross~~cutting ~~sales~~strategy.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the nine months ended September 30, 2012 and 2011 were $930,839 and $694,492, respectively, an increase of $236,347 or approximately 34%. Our major operating expenses for the nine months ended September 30, 2012 consisted of advertising expenses of $264,432, salaries and related expenses of $116,008, rent expenses in the amount of $91,973, professional fees in the amount of $95,005 and leasehold improvement amortization and depreciation of $95,273, compared to advertising expenses of $10,698, salaries and related expenses of $106,240, rent in the amount of $27,190, professional fees in the amount of $160,969, and leasehold improvement amortization of $102,381 for the nine months ended September 30, 2011. We increased our advertising expenses, payroll related expenses, and rent expenses primarily as a result of opening our second gallery in Tainan, Taiwan.

Other Income/(Expenses)

~~Other~~We earned nominal income ~~for~~of $20 from interest during the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013 ~~amounted~~compared to $727,~~896,~~181 asof ~~compared~~interest ~~to other~~ expense ~~$11,299 for~~incurred during the ~~nine~~three ~~months~~ month ended ~~September~~March 3031, ~~2011~~2012. ~~These~~The ~~expenses~~decrease ~~consist~~in expense during the first quarter of ~~interest~~fiscal ~~income/(expense),~~2013 ~~other~~resulted ~~gains,~~primarily ~~gain~~from onrepayment ~~disposal~~ of ~~fixed~~outstanding related ~~assets.~~party loans and as a result decreased in accrued interest expenses.

Provision for Income Tax

~~Income~~To ~~tax~~date ~~provision~~we ~~for~~have ~~the~~made ~~nine~~no ~~months~~provisions ~~ended~~for ~~September~~income ~~30,~~tax. ~~2012~~Our ~~was~~company ~~$3,424~~has ~~compared to $124,770 for the nine months ended September 30, 2011, a decrease of $121,346. . We have~~ certain ~~tax~~ deferred ~~assets~~tax asset such as net operating loss carryover and foreign tax credit to offset future income.

Net Income (Loss)

We had a net loss from operations of $~~681~~29,~~555~~663 for the three ~~nine~~ months ended ~~September~~March 3031, ~~2012~~2013, compared to our net ~~income~~loss of $~~256~~265,~~127~~144 incurred in the ~~nine~~three months ended ~~September~~ 30March 31, ~~2011~~2012. Our net loss of $217,258 was attributable to to the ~~sales~~discontinuation of ~~ten high-value paintings below~~ our ~~cost,~~art ingallery ~~addition~~business tofor ~~lower sales revenue and~~ the ~~increase~~three inmonths ~~our~~ended ~~selling,~~March ~~general and administrative expenses~~31, 2012.

Liquidity and Capital Resources

Working Capital

		At			At	At
		September 30,			December 31,
		March 31,				December 31,
		2012			~~2011~~	2012
Current Assets	$	~~463,880~~$	12,141	$	~~1,309,781~~	$	25,922
Current Liabilities	$	~~194,945~~$	92,822	$	~~426,708~~	$	76,935
Working Capital (Deficit)	$	~~268,935~~$	(80,681	$)	~~883,073~~	$	(51,013	)

Cash Flows

		Nine Months			Nine Months
						Three Months			Three Months
		~~Ended~~			~~Ended~~	Ended			Ended
		September 30,			September 30,
						March 31,			March 31,
		2012			2011
						2013			2012
Net Cash used in Operating Activities	$	(316,092	)	$	301,329
Net Cash provided by (used in) Operating Activities						$	(14,392	)	$	25,598
Net Cash provided by (used in) Investing Activities	$	~~56,410~~		$	~~Nil~~	$	Nil		$	(96,875	)
Net Cash provided by Financing Activities	$	74,669		$	Nil
Net Cash provided by (used in) Financing Activities						$	9,067		$	(73,898	)

As of ~~September~~March 3031, ~~2012,~~2013 ~~our~~we had total assets ~~were~~of $~~569~~32,~~382~~658, total liabilities ~~were~~of $~~270~~92,~~621~~822, and shareholders’ ~~equity~~deficit ~~was~~of $~~298~~60,~~761~~164, compared to total assets of $146,~~452~~842,~~949,~~ total liabilities of $~~485~~76,~~706~~935 and shareholders’ deficit of $~~967~~30,~~243, respectively,~~453 as of ~~December~~March 31, ~~2011~~2012. ~~Current~~Our current assets as at ~~September~~March 3031, ~~2012~~2013 were $~~463~~12,~~880~~141, including cash and cash equivalents of $~~120~~9,~~172,~~806 ~~accounts~~and ~~receivables~~assets offrom ~~$260,433,~~discontinued operations ~~and inventory~~ of $2,~~194,~~335. ~~compared~~As toat ~~$441~~March 31,~~448, $307,793~~ ~~and~~2012 ~~$441,607,~~we ~~respectively,~~had atcurrent ~~December~~assets 31of $25,922 ~~2011.~~including ~~Included~~cash inand ~~total~~cash ~~assets~~equivalents as of ~~September 30~~$15,131, assets ~~2012~~from ~~are~~discontinued ~~other~~operations ~~assets~~ of $812,~~081~~340, ~~compared~~and toa receivable of $~~118~~8,~~933~~451 asdue offrom ~~December~~an ~~31,~~officer ~~2011~~and shareholder.

AsCash ofand ~~September~~cash ~~30,~~equivalents ~~2012,~~as ~~total liabilities were $270,621, consisting~~ of ~~accounts~~March ~~payable of $56~~31,~~372,~~ ~~accrued~~2013 ~~expenses of $38,178, notes payable of $69,855,~~decreased ~~other~~by ~~payables of~~ $25,~~627,~~325 ~~due~~from ~~to officer and shareholder of $25,322 and income taxes payable of $2,591. As of~~ December 31, ~~2011, total~~2012. ~~liabilities~~Our ~~were~~working ~~$485,706,~~capital ~~consisting~~deficit ofwas ~~accounts payable of~~ $9380,~~206,~~681 ~~accrued~~as ~~expenses~~at ofMarch ~~$123,974, notes payable of $39,645, deposit from customers of $~~31,~~925,~~ ~~other~~2013 ~~payables~~compared ~~of $6,457, due~~ to ~~officer~~a ~~and~~deficit ~~shareholder~~ of $9951,~~991~~013 as ~~and~~at ~~income~~March ~~taxes payable of $~~31,~~510~~ 2012.

~~Cash~~Net ~~and~~ cash ~~equivalents~~used asin ofour ~~September~~operating ~~30,~~activities ~~2012~~during the ~~decreased~~three bymonths ended March 31, 2013 was $~~321~~14,~~276~~392, as compared to ~~December~~net ~~31,~~cash ~~2011.~~provided ~~Our~~by ~~working~~operating ~~capital~~activities ~~was~~of $~~268~~25,~~935~~598 ~~and~~for ~~$883,073~~the atthree months ~~September~~ended ~~30,~~March ~~2012 and December~~ 31, ~~2011, respectively~~2012.

~~The~~Net ~~decrease~~cash inprovided ~~cash~~by ~~resulted~~investing ~~from~~activities in the ~~payment~~three months ofended ~~certain~~March ~~accounts payables~~31, ~~accrued~~2013 ~~liabilities~~was ~~and related~~$Nil, ~~party~~compared ~~loans~~to $96,875 ~~combined~~used ~~with~~in aninvesting ~~decrease~~activities during the three months ended March 31, 2012. The net cash used in ~~expenditures~~investing ~~for~~activities ~~inventory.~~in 2012 is attributable to discontinued operations.

Net cash ~~used~~provided ~~in our operating~~by financing activities in the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013 was $~~316~~9,~~092~~067, as compared to $73,898 used in financing activities in the three months ended March 31, 2012. The net increase in cash provided ofby ~~$301,329~~financing ~~for~~activities ~~the~~in ~~nine~~2013 resulted primarily ~~months~~from ~~ended~~proceeds ~~September~~of ~~30,~~advances ~~2011~~from shareholders and officers.

Net cash provided by investing activities in the nine months ended September 30, 2012 was $56,410, compared to $Nil in the nine months ended September 30, 2011. The net increase in cash provided by investing activities in 2012 resulted primarily from disposal of fixed assets and expenditures for leasehold improvements.19

Net cash used in financing activities in the nine months ended September 30, 2012 was $74,669, compared to $Nil in the nine months ended September 30, 2011. The net increase in cash used in financing activities in 2012 resulted primarily from repayment of advances from shareholders and officers.

In July 2010, two of our stockholders, David Chen-Te Yen and Yuan-Hao Chang, loaned us $300,000 and $200,000, respectively. David Chen-Te Yen is our president and the chairman of our board of directors, and owns approximately 42.1% of our common stock. These loans were evidenced by demand promissory notes bearing interest at the rate of 8% per annum, compounded daily. The $300,000 loan from David Chen-Te Yen was repaid in December 2010; accrued interest of $8,482 remains unpaid at September 30, 2012. The $200,000 loan from Yuan-Hao Chang was repaid on November 1, 2011; accrued interest of $27,317 was paid prior to March 2012. In October and November 2010 we completed an “offshore” private placement of 50,000,000 shares of our common stock at a price of $0.02 per share, which generated gross proceeds of approximately $1,000,000. In order for us to successfully engage in this or any business, we may need to raise additional capital. There can be no assurance that we will be able to raise additional capital, on terms favorable to us or at all.

Critical Accounting Policies

~~Basis~~INTERIM ofFINANCIAL ~~Presentation~~STATEMENTS

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

~~Interim~~BASIS ~~Financial~~OF ~~Statements~~PRESENTATION

The ~~accompanying unaudited consolidated~~Company ~~financial~~has ~~statements have been~~ prepared ~~pursuant to~~ the ~~rules~~accompanying ~~and~~consolidated ~~regulations of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with our company’s audited~~ financial statements ~~and footnotes thereto for the year ended December 31, 2011, included~~ in ~~our~~conformity ~~company’s Form 10-K filed on April 13, 2012. Certain information and footnote disclosures normally included in financial statements prepared in accordance~~ with accounting principles generally accepted in the United States of America ~~have been omitted pursuant to such rules and regulations~~. ~~However,~~All ~~our~~significant ~~company~~intercompany ~~believes~~accounts that the disclosures are adequate to make the information presented not misleading. The financial statements reflect all adjustments (consisting primarily of normal recurring adjustments) that are, in the opinion of management necessary for a fair presentation of our company’s financial position and ~~results~~transactions ofbetween ~~operations. The operating results for~~ the ~~three~~Company and ~~six~~its ~~months~~subsidiaries ~~ended June 30, 2012 are not necessarily~~have ~~indicative~~been ofeliminated ~~the~~in ~~results to be expected for any other interim period of a future year~~consolidation.

~~Reclassification~~RECLASSIFICATION

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

~~Use~~DISCONTINUED ~~of Estimates~~ OPERATIONS

USE OF ESTIMATES

~~Cash~~CASH ~~and~~AND ~~Cash~~CASH ~~Equivalents~~EQUIVALENTS

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

~~Accounts~~CONCENTRATION ~~and~~OF ~~Notes~~CREDIT ~~Receivable~~RISK

~~These~~Financial ~~amounts~~instruments ~~represent~~that ~~sales~~potentially subject the Company to ~~customers~~a significant concentration of credit risk consist primarily of cash and cash equivalents. The Company maintains deposits in ~~the~~federally ~~ordinary~~insured ~~course~~financial institutions in excess of ~~business~~federally insured limits. ~~Ninety~~However, ~~percent~~management ofbelieves the ~~notes~~Company is ~~receivable~~not ~~are~~exposed to significant credit risk due ~~within~~to 90the ~~days~~financial ~~and~~position of the ~~remainder~~depository ~~balance~~institutions ~~within~~in which those deposits ~~one~~are ~~year~~held.

2320

~~Inventory~~COMPREHENSIVE INCOME

~~Inventory~~The ~~consists~~Company ~~principally~~adopted ~~of finished~~Financial ~~art~~Accounting ~~pieces~~Standards ~~held~~Board ~~for~~(“FASB”) ~~sale~~Accounting ~~valued~~Standards atCodification ~~the~~220, ~~specific-cost~~“Comprehensive toIncome,” ~~purchase~~which establishes ~~each~~standards ~~piece.~~for ~~Our~~reporting ~~company~~and ~~accounts~~presentation ~~for~~of ~~inventory~~comprehensive atincome ~~the~~(loss) ~~lower~~and ~~of the~~its ~~specifically-identified-cost~~components ofin ~~each~~a ~~piece~~full ~~(or~~set ~~average~~of ~~cost~~general-purpose financial ~~per~~statements. The ~~piece~~Company ~~when~~has ~~purchased~~chosen into ~~lots~~report ofcomprehensive ~~two~~income ~~or greater~~(loss) orin ~~net~~the ~~realizable~~statements of income and ~~value~~comprehensive income. Comprehensive Asincome ~~art~~(loss) is ~~sold,~~comprised ~~amounts~~of ~~removed~~net ~~from~~income ~~inventory~~and ~~are~~all ~~the~~changes ~~same~~to ~~specific~~stockholders’ equity ~~cost~~except ~~values~~those atdue ~~the~~to ~~time~~investments ofby ~~purchase~~owners and distributions to owners.

~~Fixed~~EARNINGS ~~Assets,~~(LOSS) ~~Net~~PER SHARE

Impairment of Long-Lived Assets

Our company evaluates its long-lived assets for impairment by comparison of the carrying amounts to future net undiscounted cash flows expected to be generated by such assets when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Should an impairment exist, the impairment loss would be measured based on the excess carrying value of the asset over the asset’s fair value or estimates of future discounted cash flows. Our company has not identified any such impairment losses to date.

Notes Payable

Notes payable are amounts due to vendors or service providers which are classified into current and non-current portion based on its maturity date. These notes are non-interest.

Concentration of Credit Risk

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

Comprehensive Income

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

Earnings (Loss) Per Share

24The computation of basic and diluted earnings (loss) per share for the three months ended March 31, 2013 and 2012 as follows:

The computation of basic and diluted earnings (loss) per share for the three and nine months ended September 30, 2012 and 2011 is as follows:

	For the Three Months Ended
	March 31, 2013			March 31, 2012

Numerator:
Net Income/(Loss) from continuing operation	$	(29,663	)	$	(47,886	)
Net income/(loss) from discontinued operation	$	-		$	(217,258	)
Denominator
Weighted average common shares outstanding – basic		53,672,708			53,672,708
Weighted average common share outstanding – diluted		53,672,708			53,672,708
Basic earnings (loss) per share
Continuing operations	$	(0.001	)	$	(0.001	)
Discontinuing operations	$	-		$	(0.004	)
Diluted earnings (loss) per share
Continuing operations	$	(0.001	)	$	(0.001	)
Discontinuing operations	$	-		$	(0.004	)

	For the three months ended					For the nine months ended
	September 30, 2012			September 30, 2011		September 30, 2012			September 30, 2011
Numerator:
Net Income/(Loss)	$	(144,567	)	$	74,028	$	(681,555	)	$	256,127
Denominator
Weighted average common shares outstanding – basic		53,672,708			53,552,708		53,672,708			53,552,708
Dilution associated with W and Z warrants		—			—		—			—
Weighted average common share outstanding – diluted		53,672,708			53,552,708		53,672,708			53,552,708
Basic earnings (loss) per share	$	(0.003	)	$	0.001	$	(0.013	)	$	0.005
Diluted earnings (loss) per share	$	(0.003	)	$	0.001	$	(0.013	)	$	0.005

FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair Value of Financial Instruments

~~Revenues~~ 21

~~Our~~REVENUES company has two principal sources of revenue. Revenues related to the direct sale of art pieces from inventory and commissions on sale of art pieces sold on a consignment basis. Our company recognizes revenues at the time goods are delivered to the customers.

~~For~~The ~~the~~Company ~~nine~~is ~~months~~a ~~ended~~development ~~September 30,~~stage ~~2012,~~company ~~three~~as ~~hundred~~such ~~ninety~~has ~~three~~not ~~(393)~~realized any ~~pieces~~revenues ofor ~~arts~~directly ~~were~~related ~~sold from the inventory~~expenses.

~~Advertising~~ADVERTISING ~~Costs~~COSTS

Advertising costs are expensed as incurred and included in selling, general and administrative expenses. ~~Our~~The ~~company~~Company has not incurred any advertising expense ~~of $157,527 and $5,921~~ for the three months ended ~~September~~March 3031, ~~2012~~2013 and ~~2011, respectively, and $264,432 and $10,698 for the nine months ended September 30,~~ 2012 ~~and 2011~~, respectively.

25FOREIGN CURRENCY TRANSLATIONS

Segment Reporting and Geographic Information

Our company reports all operations under one business segment, the sale of works of art. Two customers accounted for 92% of our company’s revenues for nine months ended September 30, 2012. Our company generated 73% of revenues for the nine months ended September 30, 2011 through one Taiwan distributor. All sales revenues were generated in Taiwan.

Foreign Currency Translations

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

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

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

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

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

At ~~September~~March 3031, ~~2012~~2013, the cumulative translation adjustments of $(1,~~347~~445), were classified as items of accumulated other comprehensive ~~income~~loss in the stockholders’ equity section of the balance sheet. For the three months ended ~~September~~March 3031, ~~2012~~2013 and ~~2011~~2012, other comprehensive income (loss) ~~income~~ was $~~7,882~~ (48) and $1912,~~214~~102, respectively. ~~For the nine months ended September 30, 2012 and 2011, other comprehensive income was $13,074 and $22,077 respectively.~~

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

	Balance Sheet Rate		Average Rate
December 31, 2011		30.54		—
March 31, 2013		29.08		29.48
September 30, 2011		—		29.21
December 31, 2012		29.02
September 30, 2012		29.17		29.72
March 31, 2012				29.71

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

	Balance Sheet Rate		Average Rate
September 30, 2012		7.75		7.76
March 31, 2013		7.76		7.76
December 31, 2012		7.75

~~Income~~INCOME ~~Taxes~~TAXES

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

2622

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

~~New~~NEW ~~Accounting~~ACCOUNTING ~~Pronouncements~~PRONOUNCEMENTS

In ~~July~~March ~~2012~~2013, the FASB issued ASU No. ~~2012~~ 2013-0205, ~~Testing~~Foreign Currency ~~Indefinite-Lived~~Matters. ~~Intangible~~This ~~Assets~~standard ~~for~~provides ~~Impairment.~~additional ~~Under~~guidance ~~this~~with ~~standard,~~respect ~~entities~~to ~~testing~~the ~~long-lived~~reclassification ~~intangible~~into income of the cumulative ~~assets~~translation ~~for~~adjustment ~~impairment~~(CTA) ~~now~~recorded ~~have~~in anaccumulated ~~option~~other comprehensive income associated with a foreign entity of ~~performing~~a parent company. The ASU differentiates between transactions occurring within a ~~qualitative~~foreign ~~assessment~~entity toand ~~determine~~transactions/events ~~whether~~affecting ~~further~~an ~~impairment~~investment ~~testing~~in isa ~~necessary~~foreign entity. IfFor antransactions ~~entity~~within ~~determines~~a foreign entity, onthe full CTA associated with the ~~basis~~foreign ofentity ~~qualitative~~would ~~factors,~~be ~~that~~reclassified into income only when the ~~fair~~sale ~~value~~of a subsidiary or group of net assets within the ~~indefinite-lived~~foreign ~~intangible~~entity represents the substantially complete ~~asset~~liquidation isof ~~more-likely-than-not~~that ~~less~~foreign ~~than~~entity. ~~the~~For ~~carrying~~transactions/events ~~amount~~affecting an investment in a foreign entity (for example, ~~the~~control ~~existing~~or ownership ~~quantitative~~of ~~impairment~~shares ~~test~~in isa ~~required.~~foreign ~~Otherwise~~entity), the full CTA associated with the foreign entity would be reclassified into income only if the parent no ~~further~~longer ~~impairment~~has ~~testing~~a iscontrolling ~~required.~~interest ~~For~~in ~~our~~that ~~company,~~foreign ~~this~~entity ~~ASU~~as isa ~~effective~~result ~~beginning~~of ~~January~~the 1,transaction/event. ~~2013~~In addition, acquisitions of a foreign entity completed in stages will trigger release of the CTA associated with ~~early~~an ~~adoption~~equity method investment in that entity ~~permitted~~at ~~under~~the ~~certain~~point ~~conditions.~~a ~~The~~controlling ~~adoption~~interest ofin ~~this~~the ~~standard~~foreign entity is ~~not~~obtained. ~~expected~~This toASU ~~have~~is aeffective ~~material~~prospectively ~~impact~~beginning onJanuary ~~our~~1, 2014, ~~company~~with early adoption permitted. This ASU would impact the Company’s consolidated results of operations orand financial condition only in the instance of an event/transaction as described above.

In ~~May 2011~~February 2013, the FASB issued ASU No. ~~2011~~ 2013-0402, Comprehensive ~~“Fair~~Income ~~Value~~(Topic ~~Measurement~~220): ~~Amendments~~Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income. Under this standard, an entity is required to ~~Achieve~~provide ~~Common~~information ~~Fair~~about ~~Value~~the ~~Measurement~~amounts ~~and~~reclassified ~~Disclosure~~out ~~Requirements~~of accumulated other comprehensive income (“AOCI”) inby Ucomponent.S. ~~GAAP~~In ~~and~~addition, ~~IFRSs."~~an ~~This~~entity ~~standard~~is ~~clarifies~~required ~~guidance~~to present, either on ~~how~~the toface ~~measure~~of ~~fair~~the ~~value~~financial ~~and~~statements isor ~~largely~~in ~~consistent~~the ~~with~~notes, significant ~~existing~~amounts ~~fair~~reclassified ~~value~~out ~~measurement~~of ~~principles~~AOCI by the respective line items of net income, but only if the amount reclassified is required to be reclassified in its entirety in the same reporting period. ~~The~~For amounts that are not required to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional details about those amounts. ASU ~~also~~2013-02 ~~expands~~does ~~existing~~not ~~disclosure~~change the current requirements for ~~fair~~reporting ~~value~~net ~~measurements~~income ~~and makes~~or other ~~amendments.~~comprehensive income in the financial statements. For ~~our~~the ~~company~~Company, this ASU is effective ~~prospectively~~ beginning January 1, ~~2012~~2013, and interim periods within those annual periods. The adoption of this standard ~~did~~is not ~~have~~expected ato ~~material~~have an impact on ~~our~~the ~~company~~Company’s ~~consolidated~~financial results ~~of operations~~ or ~~financial condition~~disclosures.

In ~~June 2011~~July 2012, the FASB issued ASU No. ~~2011~~ 2012-0502, Testing ~~“Presentation~~Indefinite-Lived ofIntangible ~~Comprehensive~~Assets ~~Income~~for Impairment.” ~~This~~Under this standard, ~~requires~~ entities totesting ~~present~~long-lived ~~items~~intangible ofassets for ~~net~~impairment ~~income~~now ~~and~~have ~~other~~an ~~comprehensive~~option ~~income~~of ~~either~~performing in a ~~single~~qualitative ~~continuous~~assessment ~~statement,~~to ordetermine inwhether ~~separate,~~further ~~but~~impairment ~~consecutive,~~testing ~~statements of~~is ~~net income and other comprehensive income~~necessary. If ~~The~~an ~~new~~entity ~~requirements~~determines, doon ~~not~~the ~~change~~basis ~~which components~~ of ~~comprehensive~~qualitative ~~income are recognized in net income or other comprehensive income~~factors, orthat ~~when~~the anfair ~~item~~value of ~~other comprehensive income must be reclassified to net income. Also,~~ the ~~earnings~~indefinite-~~per~~lived ~~share~~intangible ~~computation~~asset ~~does~~is more-likely-than-not less ~~change.~~than ~~However,~~ the ~~current~~carrying ~~option~~amount, ~~under~~the existing ~~standards~~quantitative toimpairment ~~report~~test ~~other comprehensive income and its components in the statement of changes in equity~~ is ~~eliminated~~required. ~~In addition~~Otherwise, ~~the~~no ~~previous~~further ~~option~~impairment totesting ~~disclose reclassification adjustments in the notes to the financial statements~~ is ~~also eliminated, as reclassification adjustments will be~~ required ~~to be shown on the face of the statement under the new standard~~. For ~~our~~the ~~company~~Company, this ASU is effective ~~retrospectively~~ beginning January 1, ~~2012~~2013, with early adoption permitted. ~~Since~~under ~~this~~certain ~~standard~~conditions. The ~~impacts~~adoption ~~disclosure~~of ~~requirements~~this ~~only,~~standard ~~its~~is ~~adoption did~~ not expected to have a material impact on ~~our~~the ~~company~~Company’s consolidated results of operations or financial condition.

InThe ~~December 2011,~~Company ~~the~~believes ~~FASB~~that ~~issued ASU~~there ~~No. 2011-11,~~were ~~“Disclosures~~no ~~About Offsetting Assets and Liabilities,” which creates new disclosure requirements~~other ~~regarding~~accounting ~~the~~standards ~~nature~~recently ofissued anthat ~~entity’s~~had rights of setoff and related arrangements associated with its financial instruments and derivative instruments. Certain disclosures of the amounts of certain instruments subject to enforceable master netting arrangements or ~~similar~~are ~~agreements~~expected ~~would be required, irrespective of whether the entity has elected~~ to offset those instruments in the statement of financial position. The ASU is effective January 1, 2013 with retrospective application required. Since this standard impacts disclosure requirements only, its adoption will not have a material impact on our ~~company’s~~financial ~~results~~position ~~of operations~~ or ~~financial~~results of ~~condition~~operations.

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

Off-Balance Sheet Arrangements

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

Item 3. Quantitative and Qualitative Disclosure About Market Risks

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

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

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

Changes in Internal Controls

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

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

WeIn ~~know~~November ~~of no material~~2012, ~~existing or pending legal proceedings against~~ our company’s prior president, ~~nor~~chairman ~~are~~and wedirector ~~involved~~is assubject ato ~~plaintiff~~lawsuit infor ~~any~~marketing ~~material~~manners ~~proceeding~~used orin ~~pending~~sales ~~litigation. There~~of ~~are~~artwork ~~no proceedings~~ in ~~which~~Taiwan. ~~any~~In accordance ofwith ~~our~~Taiwan’s ~~directors~~Law, ~~executive~~our company’s ~~officers~~bank oraccounts ~~affiliates,~~in orTaiwan ~~any~~are ~~registered~~accordingly orfrozen ~~beneficial~~during ~~stockholder,~~the litigation isperiod. anAs ~~adverse~~of ~~party~~March or31, ~~has~~2013, arestricted ~~material~~cash ~~interest~~for ~~adverse~~this tolitigation ~~our~~is ~~interest~~$507.

Item 1A. Risk Factors

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

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

Not applicable.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

2825

Item 6. Exhibits

Exhibit Number	Description

(3)	Articles of Incorporation; Bylaws
3.1	Certificate of Incorporation (incorporate by reference to our Registration Statement on Form S-1 filed on September 15, 2005)
3.2	Form of Amended and Restated Certificate of Incorporation (incorporate by reference to our Registration Statement on Form S-1 filed on September 15, 2005)
3.3	Bylaws(incorporate by reference to our Registration Statement on Form S-1 filed on September 15, 2005)
3.4	Form of Amended and Restated Bylaws (incorporate by reference to our Registration Statement on Form S-1 filed on September 15, 2005)
3.5	Amendment to Certificate of Incorporation dated January 31, 2008 (incorporated by reference to our Current Report on Form 8-K filed on February 1, 2008)
3.6	Form of Amended and Restated Certificate of Incorporation dated January 31, 2008 (incorporated by reference to our Current Report on Form 8-K filed on February 1, 2008)
3.8	Amendment to Amended and Restated Bylaws (incorporated by reference to our Current Report on Form 8-K filed on June 20, 2008)
	Certificate of Amendment of Certificate of Incorporation (incorporated by reference to our Current Report on Form 8-K filed on October 12, 2010)
(10)	Material Contracts
10.1	Form of Registration Rights Agreement between our company and the Initial Security holders (incorporate by reference to our Registration Statement on Form S-1 filed on September 15, 2005)
10.2	Form of Warrant Agreement between our company and American Stock Transfer & Trust Company (incorporate by reference to our Registration Statement on Form S-1 filed on September 15, 2005)
10.3	Promissory Note dated May 12, 2009 between our company and Ralph Sheridan (incorporated by reference to our Quarterly Report on Form 10-Q filed on May 15, 2009)
10.4	Promissory Note dated May 12, 2009 between our company and Ira Scott Greenspan (incorporated by reference to our Quarterly Report on Form 10-Q filed on May 15, 2009)
10.5	Promissory Note dated May 12, 2009 between our company and William McClusky (incorporated by reference to our Quarterly Report on Form 10-Q filed on May 15, 2009)
10.6	Promissory Note dated May 12, 2009 between our company and Hummingbird Value Fund, LP (incorporated by reference to our Quarterly Report on Form 10-Q filed on May 15, 2009)
10.7	Repurchase Agreement dated June 18, 2009 between our company and HCFP Brenner Holdings, LLC (incorporated by reference to our Current Report on Form 8-K filed on June 24, 2009)
10.8	Common Stock Purchase Agreement dated June 18, 2009 between our company and The Tarsier Nanocap Value Fund, LP (incorporated by reference to our Current Report on Form 8-K filed on June 24, 2009)
10.9	Form of Common Stock Purchase Agreement dated November 13, 2009 (incorporated by reference to our Quarterly Report on Form 10-Q filed on November 16, 2009)
10.10	Tenancy Agreement dated August 25, 2010 LP (incorporated by reference to our Current Report on Form 8-K filed on October 12, 2010)
10.12	Demand Promissory Note dated July 23, 2010 between our company and David Chen-Te Yen (incorporated by reference to our Registration Statement on Form S-1 filed on October 12, 2010)
10.13	Demand Promissory Note dated July 23, 2010 between our company and Yuan-Hao Chang (incorporated by reference to our Registration Statement on Form S-1 filed on October 12, 2010)
10.14	Tenancy Agreement dated April 5, 2012 between our company and the landlord April 5, 2012 (incorporated by reference to our Annual Report on Form 10-K filed on April 13, 2012)

Exhibit Number	Description
(3)	Articles of Incorporation; Bylaws
3.1	Certificate of Incorporation (incorporate by reference to our Registration Statement on Form S-1 filed on September 15, 2005)
3.2	Form of Amended and Restated Certificate of Incorporation (incorporate by reference to our Registration Statement on Form S-1 filed on September 15, 2005)
3.3	Bylaws(incorporate by reference to our Registration Statement on Form S-1 filed on September 15, 2005)
3.4	Form of Amended and Restated Bylaws (incorporate by reference to our Registration Statement on Form S-1 filed on September 15, 2005)
3.5	Amendment to Certificate of Incorporation dated January 31, 2008 (incorporated by reference to our Current Report on Form 8-K filed on February 1, 2008)
3.6	Form of Amended and Restated Certificate of Incorporation dated January 31, 2008 (incorporated by reference to our Current Report on Form 8-K filed on February 1, 2008)
3.8	Amendment to Amended and Restated Bylaws (incorporated by reference to our Current Report on Form 8-K filed on June 20, 2008)
	Certificate of Amendment of Certificate of Incorporation (incorporated by reference to our Current Report on Form 8-K filed on October 12, 2010)
(10)	Material Contracts
10.1	Form of Registration Rights Agreement between our company and the Initial Securityholders (incorporate by reference to our Registration Statement on Form S-1 filed on September 15, 2005)
10.2	Form of Warrant Agreement between our company and American Stock Transfer & Trust Company (incorporate by reference to our Registration Statement on Form S-1 filed on September 15, 2005)
10.3	Promissory Note dated May 12, 2009 between our company and Ralph Sheridan (incorporated by reference to our Quarterly Report on Form 10-Q filed on May 15, 2009)
10.4	Promissory Note dated May 12, 2009 between our company and Ira Scott Greenspan (incorporated by reference to our Quarterly Report on Form 10-Q filed on May 15, 2009)
10.5	Promissory Note dated May 12, 2009 between our company and William McClusky (incorporated by reference to our Quarterly Report on Form 10-Q filed on May 15, 2009)
10.6	Promissory Note dated May 12, 2009 between our company and Hummingbird Value Fund, LP (incorporated by reference to our Quarterly Report on Form 10-Q filed on May 15, 2009)
10.7	Repurchase Agreement dated June 18, 2009 between our company and HCFP Brenner Holdings, LLC (incorporated by reference to our Current Report on Form 8-K filed on June 24, 2009)
10.8	Common Stock Purchase Agreement dated June 18, 2009 between our company and The Tarsier Nanocap Value Fund, LP (incorporated by reference to our Current Report on Form 8-K filed on June 24, 2009)
10.9	Form of Common Stock Purchase Agreement dated November 13, 2009 (incorporated by reference to our Quarterly Report on Form 10-Q filed on November 16, 2009)
10.10	Tenancy Agreement dated August 25, 2010 LP (incorporated by reference to our Current Report on Form 8-K filed on October 12, 2010)
10.12	Demand Promissory Note dated July 23, 2010 between our company and David Chen-Te Yen (incorporated by reference to our Registration Statement on Form S-1 filed on October 12, 2010)
10.13	Demand Promissory Note dated July 23, 2010 between our company and Yuan-Hao Chang (incorporated by reference to our Registration Statement on Form S-1 filed on October 12, 2010)
10.14	Tenancy Agreement dated April 5, 2012 between our company and the landlord April 5, 2012 (incorporated by reference to our Annual Report on Form 10-K filed on April 13, 2012)

Exhibit Number	Description
10.15	Contractors Agreement dated January 10, 2012 between our company and Chengbang Interior Decoration Co., Ltd. (incorporated by reference to our Annual Report on Form 10-K filed on April 13, 2012)
10.16	Car Lease Agreement dated May 28, 2012 between our company and Taiwan Life Insurance Co., Ltd. (incorporated by reference to our Quarterly Report on Form 10-Q filed on August 20, 2012)
(14)	Code of Ethics
14.1	Code of Ethics (incorporated by reference to our Annual Report on Form 10-K filed on March 7, 2011)
(21)	Subsidiaries of Registrant
21.1	UAN Cultural and Creative Company Limited, a Hong Kong company UAN Yeh Cultural and Creative Company Limited Taiwan, a Taiwan company
(31)	Rule 13a-14(a)/15d-14(a) Certifications
31.1*	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(32)	Section 1350 Certifications
32.1*	Certification of the Chief Executive Officer Pursuant to 18 U.S.C. 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of the Chief Financial Officer Pursuant to 18 U.S.C. 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(101)**	Interactive Data Files
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

*	Filed herewith.

Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

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SIGNATURES

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

	UAN Cultural & Creative Co., Ltd.
Dated: November 21, 2012	By:	/s/ Parashar Patel
Dated: May 20, 2013	By:	/s/ Parashar Patel
		Parashar Patel
		Chief Executive Officer, Secretary and Director
		(Principal Executive Officer)
Dated: November 21, 2012	By:	/s/ Chung Hua Yang
Dated: May 20, 2013	By:	/s/ Chung Hua Yang
		Chung Hua Yang
		Chief Financial Officer
		(Principal Financial Officer and Chief Accounting Officer)

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Filing Compare · UAN CULTURAL & CREATIVE CO., LTD.