Uni Core (UCHC) 10-K 2013 FY Annual report

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

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

For the fiscal year ended June 30, 2013

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

For the transition period from ________________ to __________________

Commission File Number 0-30430

Uni Core Holdings Corporation

(Formerly known as “Intermost Corporation”)

(Exact name of registrant as specified in its charter)

Wyoming	87-0418721
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

Room 1207-8, Bank of America Tower, 12 Harcourt Road, Central, Hong Kong

(Address of principal executive offices, including zip code)

Registrant’ telephone number including area code            (852) 2827-6898

Securities pursuant to section 12(b) of the Act:
NONE

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act.

Yes¨              No¨

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

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).

Yeso              Noý

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and ask price of such common equity: As of September 24, 2013, the aggregate value of voting and non-voting common equity held by non-affiliates was $456,350

TABLE OF CONTENTS

		Page
PART I
ITEM 1.	BUSINESS	5
ITEM 1A.	RISK FACTORS	12
ITEM 1B.	UNRESOLVED STAFF COMMENTS	16
ITEM 2.	PROPERTIES	16
ITEM 3.	LEGAL PROCEEDINGS	16
ITEM 4.	MINE SAFETY DISCLOSURES	16
PART II
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	17
ITEM 6.	SELECTED FINANCIAL DATA	19
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	19
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	24
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	24
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	25
ITEM 9A.	CONTROLS AND PROCEDURES	25
ITEM 9B.	OTHER INFORMATION	26
PART III
ITEM10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	26
ITEM 11.	EXECUTIVE COMPENSATION	28
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	30
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	31
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	31
PART IV
ITEM 15	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	32
SIGNATURES AND EXHIBITS		85

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Note Regarding Forward Looking Statements

This Annual Report on Form 10-Kand any information incorporated herein by referencecontains “forward-looking statements.” These forward-looking statements are based on our current expectations, assumptions, estimates and projections about our business and our industry andinvolve a number of risks and uncertainties, as well as assumptions that, if they were to materialize or if they prove incorrect, would likely cause our results to differ materially from those expressed or implied by such forward-looking statements. Although our forward-looking statements reflect the good faith judgment of our management, these statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties, and actual results and outcomes may differ materially from results and outcomes discussed in the forward-looking statements.

Words such as “believe,” “anticipate,” “expect,” “intend,” “plan,” “could,” “should,” hope,” “seek,” “may,” and other similar expressions (including their use in the negative) identify forward-looking statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those reflected in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, the following:

· our lack of capital and whether or not we will be able to raise capital when we need it,

· government regulation of the Internet and Internet services in China,

· our ability to successfully compete in our markets and industries,

· our ability to find suitable acquisition targets and, once acquired, to integrate these acquisitions into our business;

· adverse changes to the political, economic or social conditions in China

and other factors, some of which will be outside our control. You are cautioned not to place undue reliance on these forward-looking statements, which relate only to events as of the date on which the statements are made. We undertake no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof. You should refer to and carefully review the information in future documents we file with the Securities and Exchange Commission.

Forward-looking statements include, but are not limited to, statements under the captions “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as other captions in this Annual Report. You should be aware that the occurrence of any of the events or risk factors discussed under the heading “Risk Factors” and elsewhere in this Annual Report could substantially harm our business, results of operations and financial condition. If any of these events occur, the trading price of our common stock could decline and you could lose all or a part of the value of your shares of our common stock.

The cautionary statements made in this Annual Report are intended to be applicable to all related forward-looking statements wherever they may appear in this Annual Report. We urge you not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report. We disclaim any intention to update these statements.

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Information on Currency Translation

All amounts in this Annual Report are in Renminbi (“Rmb”) unless indicated to be in United States Dollars (“$” or “US$”). Our sales are principally in Rmb. The translation of Rmb amounts into US dollars are for reference purposes only and have been made at the exchange rate of Rmb6.1807 for US$1. The People’s Bank of China sets and publishes daily a base exchange rate with reference primarily to the supply and demand of/for Rmb against the US dollar in the market during the prior day. The People’s Bank of China also takes into account other factors such as the general conditions existing in the international foreign exchange markets. Although Chinese governmental policies were introduced in 1996 to reduce restrictions on the convertibility of Rmb into foreign currency for current amount items, conversion of Rmb into any other currency for capital items, such as foreign direct investment, loans or security, requires the approval of the State Administration for Foreign Exchange. Rmb which had been tightly pegged at Rmb8.28 for US$1 for the previous decade, was revalued on July 21, 2005 to Rmb8.11 for US$1 following the removal of the peg to the US dollar and pressure from the United States. The Peoples Bank of China also announced that the Rmb would be pegged to a basket of foreign currencies, rather than being strictly tied to the US dollar and would trade within a narrow 0.3% band against this basket of currencies, which is dominated by the US dollar, Euro, Japanese Yen and South Korean Won, with a smaller proportion made up of the British pound, Thai Baht and Russian Ruble. The translation of Rmb amounts in this Annual Report on Form 10-K is not a representation that the Rmb amounts could actually be converted into US dollars at that rate or at any other rate on that date or on any other date.

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PART I

ITEM 1. BUSINESS

History and Development of the Company

Uni Core Holdings Corporation (as used in this Annual Report on Form 10-K, unless the context otherwise requires, the terms “we,” “us,” “the Company,” “UCHC,” and “UniCore” refer to Uni Core Holdings Corporation and its subsidiaries) was incorporated as La Med Tech, Inc. under the laws of the State of Utah on March 6, 1985. The Company changed its name to Entertainment Concepts International in 1987, to Lords & Lazarus, Inc. in 1988, and to Utility Communications International, Inc. in 1996 and to Intermost Corporation in 1998 and to Uni Core Holdings Limited in 2009.

From the date of incorporation through October 1998, the Company’s operations were limited to efforts to identify and acquire or merge with, one or more operating businesses. In October 1998, the Company acquired all of the issued shares of Intermost Limited, a British Virgin Islands Company (“IML”), by issuing to the then shareholders of IML a total of 4,970,000 shares of the Company’s common stock, par value $0.001 per share (the “Merger”). Following the Merger, (i) IML became a wholly-owned subsidiary of the Company, (ii) the shareholders of IML held 58.7% of all issued and outstanding shares of the Company, (iii) the Company changed its name to Intermost Corporation, (iv) the Company terminated all its prior business activities and adopted IML’s business plan, and (v) all officers and directors of the Company resigned and were replaced by officers and directors of IML.

In February 2003, the Company reincorporated (changed its domicile) from Utah to the State of Wyoming.

IML was incorporated in January 1998 to develop a Chinese-language Internet business portal and to render services in connection therewith in the People’s Republic of China (“China”). During the period following the Merger, in an effort to implement this business plan, the Company entered into agreements with and completed acquisitions of, some businesses that provided or supported Internet services. The Company also endeavored to develop its own Internet services businesses, including e-commerce business solutions. However, the global decline in the demand for Internet services after mid-2000, which resulted in a significant economic slowdown that affected many of the companies with which we do business, materially undermined the effectiveness of our efforts. While we continued (and still continue) to offer web design and hosting services to customers in China through our subsidiary, ChinaE.com Information Technology Ltd. (“ChinaE”), we also began to look for ways to diversify or expand our business.

In November 2002 ChinaE purchased eight licenses for HanWEB Publishing Server 3.0, an online real time translation engine that translates traditional Chinese characters, used in most of the world, to simplified Chinese characters, which are used only in China, and vice versa, and six licenses for HanVoice Web to Phone Server 1.0, a real time Internet to telephone conversion server for Cantonese, Putonghua and English. These were purchased from KanHan Technologies Ltd. (“KanHan”) at a cost of $150K. The Company was one of two distributors of these licenses in China.

With the assistance of KanHan, the Company opened an office in Guangzhou in April 2003. The office was staffed with two persons who were responsible for introducing these products to businesses and government agencies in Guangdong Province. For a period of approximately one year, KanHan subsidized the costs related to maintaining this office and developing a market for these products. The amount of the subsidy was approximately $12,800 per month. The office was closed in March 2004 and the Company is no longer receiving the subsidy, although it continues to market the licenses.

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In May 2003, the Company’s wholly owned subsidiary, IMOT Information Technology (Shenzhen) Ltd. (“IMOT Technology”), received approval from the governments of Shenzhen and Shanghai for its proposed acquisition of 51% of the issued and outstanding shares of Shanghai Newray Photographic Equipment Co., Ltd. (“Shanghai Newray”) from Shanghai Newray Business Development Co., Ltd. (“Shanghai Newray Business”), the owner of 75.5% of the issued and outstanding capital stock of Shanghai Newray. Shanghai Newray is located in Shanghai and is engaged in the sale of digital photographic equipment. Approval of the governments of Shenzhen and Shanghai was required to complete the acquisition, which was memorialized in a Shareholding Transfer Agreement entered into on May 23, 2003 between IMOT Technology and Shanghai Newray Business.

Pursuant to the Shareholding Transfer Agreement, IMOT Technology paid Shanghai Newray Business Rmb200,000 (approximately $24,000) in cash to reimburse Shanghai Newray Business for certain expenses related to the acquisition and agreed to transfer to Shanghai Newray Business 4 million shares of the Company’s restricted common stock. The cash used to reimburse Shanghai Newray Business for its expenses was paid with the Company’s funds.

On October 3, 2003 IMOT Technology entered into an agreement for the acquisition of 25% of the issued and outstanding shares of Shanghai Fortune Venture Limited (“Shanghai Fortune”) from certain shareholders of Shanghai Fortune. Shanghai Fortune has the right to operate equity exchange transactions in Shanghai, and through its investment in Xi’an Assets and Equity Exchange, operate an equity exchange in Xi’an. In China, equity, including intellectual property rights, may be listed on and transferred through such exchanges. The share transfer was approved by the government of Shanghai on April 12, 2004. The consideration for this acquisition was Rmb600,000 (approximately $72,464) in cash plus 10 million shares of our restricted common stock. The value of the common stock was determined to be $0.24 per share, based upon the average of the closing prices for the 10-day period from September 22, 2003 to October 1, 2003. The shares were issued on April 14, 2004.

On May 23, 2006, UCHC signed an agreement to sell the 25% shareholding investment in Shanghai Fortune to Mr. Li Laohu. The net asset value of Shanghai Fortune as of December 31, 2005, the latest audited financial statements date, was Rmb21,957,791. The consideration received by UCHC for the sale of the 25% shareholding was agreed at redemption of 6.5 million shares of restricted common stock of UCHC with a value of US$0.18 per share, which was the closing price of UCHC share of common stock as of May 23, 2006, held and transferred by Mr. Li Laohu, Mr. Li Xiaoqin and Ms. Huang Xiujuan.

Since December 6, 2002, Shanghai Fortune has been an official registered member of the Shanghai Technology Exchange (the “STE”) and was entitled to conduct exchange business with the STE. The STE was the major entity in the Shanghai Equity Exchange Market. Shanghai Fortune had the exclusive right to manage and operate the North Shanghai Branch (the “NSB”) of the STE. The NSB had the right to conduct the same exchange business as STE and share 80% of the profits with the STE.

Shanghai Fortune was also a founder and major participant in the Yangtze River Delta Equity Exchange Market Place (the “YRDE”). The YRDE included more than 14 major exchanges in Shanghai and the surrounding cities and was the largest equity exchange market place in China.

However, in December 2003, the STE and another exchange were merged into the Shanghai United Assets and Equity Exchange (the “SUAEE”). The SUAEE is a non-profit government-sponsored organization.

As a result of the merger of the STE, although Shanghai Fortune continues to maintain its membership, it is currently still unclear how the NSB and the YRDE will conduct business going forward, and how Shanghai Fortune will participate in the equity exchange markets following the issuance of final regulations by the local PRC government. Due to the uncertainty of the content and timing of governmental regulations, UCHC entered into the May 23, 2006 agreement for the sale of its interest in Shanghai Fortune for $1.17 million

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On August 10, 2004, we purchased 51% of the issued and outstanding shares of Golden Anke Technology Ltd. (“Golden Anke”) from two of its shareholders, Tu Guoshen and Li Zhiquan, for UCHC Technology for $3.24 million, payable by issuance of 12 million shares of our common stock. The value of our common stock was determined by applying a 20% discount to the average closing price during the period from January 20 to March 19, 2004.

On or about February 15, 2007 we sold approximately two percent (2%) of the outstanding shares in Golden Anke to an unaffiliated minority stockholder so that this minority stockholder could seek an independent listing of Golden Anke on a UK exchange, thus reducing our ownership from approximately 51% to approximately 49%. We recently discovered that Golden Anke is no longer seeking a public listing and negotiated an exit settlement under which it will buy back our 49% ownership interest for US$1 million. To date we have collected $200,000 of this amount.

In September 2, 2004, IML incorporated a 100% owned subsidiary, ChinaE.com Technology (Shenzhen) Ltd. (“ChinaE Tech”), to take over the business of ChinaE to provide and support Internet services including, but not limited to, web-hosting, web design, domain name registration and software development.

On December 8, 2004, IMOT Technology entered into an agreement for the acquisition of 15% of the issued and outstanding shares of Shenzhen International Hi-Tech Exchange (“Hi-Tech Exchange”) from Shenzhen Merchant Technology Investment Co., Ltd. Hi-Tech Exchange is an enterprise authorized by the People’s Republic of China’s government to carry out business in the transfer of hi-tech property rights and corporate equity interests. The share transfer was approved by the government of Shenzhen on February 25, 2005. The consideration for this acquisition was 2,470,355 shares of our common stock. The value of the common stock was determined to be $0.22 per share based upon the average of the closing prices for the period from October 18, 2004 to November 18, 2004. The shares were issued on February 28, 2005. Subsequently, on December 8, 2006, we redeemed all of these 2,470,355 shares for an aggregate redemption price of US$805,214.75.

On January 6, 2005, all necessary government approvals were obtained to complete the transfer of 80% of the issued and outstanding shares of Hainan Concord Financial Products Development Co., Ltd. (“Hainan Concord”) from Guangzhou Ditai Communication Co., Ltd. and Zhai Xiya to IMOT Technology. Pursuant to the Share Transfer Agreement signed on December 11, 2004 the purchase price paid for the stock was $917,874. On January 12, 2005 we issued to the selling shareholders 5 million shares of our restricted common stock, in full payment of the purchase price. The value of our common stock was determined by applying a 15% discount to the average closing price for the 10 day trading period from November 16, 2004 to November 30, 2004. Hainan Concord’s principal business is to issue and manage multi-functional membership cards for the people who participate in private equity exchange in Hainan. Hainan Concord also provides financial institutions with research and development services for their financial products and instruments.

On October 19, 2005, all necessary government approvals were obtained to complete the transfer of 21% of the issued and outstanding shares of Hainan Special Economic Zone Equity Exchange Center (the “Exchange Center”) from Hainan Concord Investment Holding Co., Ltd. and Guangzhou Keensheng Science and Technology Development Co., Ltd. Pursuant to the Stock Exchange Agreement, the Company issued to the Exchange Center Stockholders 5 million shares of the Company’s common stock having a value of RMB8,799,350 (approximately US$1,085,000). The consideration for the transaction was agreed to after arm’s-length negotiations between the unrelated parties. On October 19, 2005, we issued to the selling shareholders 5 million shares of our common stock in full payment of the purchase price.

On July 13, 2006, IML incorporated a 100% owned subsidiary, Leader Palace International Ltd. (“LPI”), to explore businesses in Taiwan region. LPI started to negotiate an investment in touch panel manufacturing and such negotiations are still ongoing.

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On December 15, 2009, the Company entered into five sale and purchase agreements with the shareholders of APT Paper Group Limited (“APT”) to purchase all shares of APT at a consideration of not less than US$22,000,000 which will be paid by way of the Company shares fixed at the share price of US$0,05. The acquisition of APT was completed on May 31, 2010 and the Company has aggregately issued 440 million Company shares on Jun 1, 2010 for exchange as consideration for the APT shares. The business of APT is manufacturing paper packaging products. After the acquisition, the Company controls the new combined companies and the Company’s original senior management team remained on the same original position oversight of the operation of the entire group of companies.

On December 21, 2009 the registrant entered into an Investment Cooperation Agreement with the shareholders of SPA to acquire approximately 51% of SPA in consideration for 11,000,000 registrant common shares. The transaction took the registrant longer than anticipated to complete. In January, 2011 the registrant closed a first tranche and acquired approximately 21% of SPA by issuance of 4,000,000 shares of registrant common stock.

On July 10, 2013 the registrant announced that it had completed the acquisition (the “Acquisition”) of 51% of Shaanxi Prosperous Agriculture Co., Ltd. (“SPA”), an agricultural products wholesale company located in Xi’an City, Shaanxi Province of China. The transaction was completed through its subsidiary IMOT Information Technology (Shenzhen) Limited. As part of the transaction the registrant loaned 4.85 million RMB to SPA. SPA specializes in market segment where customers can buy the company’s products through local stores in the agricultural products network. SPA will remain a subsidiary of UCHC after its acquisition. The Acquisition was final upon completion of an audit.

On June 30, 2013, Shaanxi Prosperous Agriculture Co., Ltd is processing to acquire 80% interest in Xi’an Zoyo Management Consulting Co. Ltd., (XZMC) a company registered in Shaanxi, China. XZMC provides enterprise consulting, marketing, distribution planning, corporate image building and computer graphic design and advertising design for small agricultural business.

UCHC management believes that future profit of UCHC will come from the new JV between Prosperous Agriculture and JEWON.  UCHC management further believes that the other applications of phyllite from Korea, such as “water purification” and “decontamination of nuclear pollution”, will contribute to an even bigger and more profitable business.

The Shenzhen Factory of APT is still in the process of being closed down. Suzhou Factory is not optimistic and may have to be closed down eventually since it is not the objective of the Board of Directors of UCHC to have a business with continuous loss

Management is continuing its efforts to identify and explore acquisition, merger and development opportunities.

Products and Services

Internet, Electronic Equity Platform and Business Consulting Services

Through China Equity Platform Holding Group Limited (“CEPHGL”), our subsidiary, we offer web design, web hosting, domain name registration, software development and office automation software and online or electronic platforms services to our clients. We operate within what is commonly referred to as the “business-to-business” segment of the Internet market, where products and services are offered principally to businesses, as compared to the “business-to-consumer” segment of the Internet services market, where products and services are offered to consumers directly.

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We also conduct business consulting services and advisory services to Chinese SMEs seeking fundraising through CEPHGL. Relying on our established relationship with regional private equity exchanges, we can access the tens of thousands of SMEs registered therein and develop our own clients among them. The business consulting business complements our electronic equity services platform business by building up relationships with SMEs. Our services include business and strategy planning, business restructuring, corporate financing, M&A advisory, personnel arrangement, investment relationship, etc. Generally, we assist SMEs to streamline their operations, reduce costs and improve management and we draw revenue in the form of consulting fees.

Equity Exchange

Equity exchanges are platforms that permit privately-owned and state-owned equity transactions. Subject to the parameters established by the government of China, equity exchanges provide services for the purchase and sale of equity rights, debts, intellectual property rights and technology property rights. Equity listed on the exchanges may be traded through negotiation, auction and bids.

Our subsidiary, Hainan Concord’s principal business is to issue and manage multi-functional membership cards for the people who participate in private equity exchange in Hainan, and has an exclusive agreement with Hainan Exchange Centre Non-Public Company Registration Co., Ltd. to issue multi-functional membership and credit cards to their members.

Through our 9% investment in Shenzhen United Property And Share Rights Exchange (Formerly known as Hi-Tech Exchange) and 12.6% investment in Exchange Center, we have further expanded our investment in Shenzhen and Hainan, China. Shenzhen Exchange and Exchange Center are authorized by the government of China to engage in the business of transferring equity and corporate equity interests in Shenzhen and Hainan.

At this time the various equity exchanges in China work, for the most part, independently of one another. We believe that this is inefficient. We are in the process of using our software technology to develop, and we hope to eventually implement, an electronic information and trading platform for equity exchanges that will enable the flow of information regarding rights transfers, as well as payments, among the different equity exchanges in China, including those owned and operated by Shenzhen Exchange and Exchange Center.

On February 27, 2012, the Company has disposed the entire investment in the China Equity Platform Holding Group Limited and terminated the equity exchange business.

Paper Products

Starting from October 1998, there was a decrease in China’s exports with issues on wooden packaging. The Chinese Government had requested urgent resolution on related strategies and tactics to resolve the issues. This is the main reason and force seeking replacement to wooden packaging materials, honeycomb paper material is an ideal substitute and quickly became popular in the industry of packaging.

Our subsidiary,APT entered into the business at the very early stage of the industry when honeycomb paper products were still an unknown industry to most of the paper products companies. APT highly promoted the products and became the industry leader in the Pearl River Delta Region having a significant market share.

Agriculture Products

Shaanxi Prosperous Agriculture Company Limited ("Prosperous Agriculture"), one of UCHC's subsidiaries, further strengthens its operation and innovate services by introducing a new model of promotion service "Double Hundred" before the beginning of the selling season to expand the depth of the direct sales chain system operation.

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To execute the "Double Hundred" program, every direct sales store locates 100 high-quality growers and opens 100 road shows in the respective region. The launch of this program allows Prosperous Agriculture to get closer to the farmers to achieve a seamless connection in order to gain the recognition and support of the farmers. Furthermore, the foundation of direct sales chain store operation shall become much stronger through the integration of distinct dominant resources to achieve in-depth operation and promotion, and to raise the reputation and brand awareness of the direct sales chain model.

Competition

Internet, Electronic Equity Platform and Business Consulting Services

The market for Internet services and software is intensely competitive and we expect it to become more competitive in the future. Increased competition could result in pricing pressures, low operating margins and the realization of little or no market value. Currently, our competitors are primarily other Chinese owned and operated Internet services and software development companies.

Most of our current and potential competitors may have longer operating histories, larger customer bases, greater brand recognition and greater financial, marketing and other resources than we do, and may enter into strategic or commercial relationships on more favorable terms than we can. In addition, new technologies and the expansion of existing technologies may increase competitive pressure on us.

In January 2010, Google, our major competitor, allegedly fell prey to a cyber attack from hackers believed to be working for the Chinese government. In March 2010, Google announced that it would be shutting down its China-based site and redirecting Chinese users to its uncensored Hong Kong site. The incident demonstrated the need for self-censorship in China.

On February 17, 2012, the Company disposed the China Equity Platform Holding Company Limited and will no longer engage in electronic equity exchange business although we are still in the consultancy business.

Equity Exchange

There is no national equity exchange in China. It has been estimated that there are approximately 100 equity exchanges in China, most of them small in scale and serving only the local area. There are also a few large equity exchanges serving the largest cities in China, including the Beijing Equity Exchange Center, the Tianjin Equity Exchange Center and the Shanghai Equity Exchange Center. Even the operations of the large equity exchanges are localized.

Currently, because of the localized nature of equity exchanges, there is not significant competition among them. However, further development and expansion of other large equity exchanges, or the nationalization of equity exchanges, would be likely to result in an increase in competition. If that were to happen, it could have a material adverse effect on our ability to attract property owners to list their properties for sale on our exchange and to identify and secure investors or buyers for the properties we list. As the Company has disposed the China Equity Platform Holding Company Limited, the Company will no longer engage in equity exchange business.

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Paper Products

Due to increased global awareness of environmental protection in recent years, the demand for honeycomb paper products continues to increase. It therefore attracts many speculators to invest in this high potential industry, most of which are smaller processing plants with a much smaller cost base than us and, therefore, enjoy a very big advantage in lower product costs.

Agriculture Products

Prosperous Agriculture, 51% of which is owned by UCHC, is headquartered in Xi'an, Shaanxi Province, China. Prosperous Agriculture manufactures and distributes agricultural brands and also establishes a national agricultural resources chain direct sales platform through the opening and acquiring of agricultural resources direct sales outlets and dealers, and by working with well-known manufacturers of agricultural products. Prosperous Agriculture integrated more than 2,000 agricultural resources.

Regulation

Since we operate principally through our subsidiaries in China, we are subject to and affected by the many laws, regulations, administrative determinations, court decisions and similar constraints that apply to business operations located in China.

China has enacted regulations governing Internet connection and the distribution of information via the Internet. Pursuant to Article 6 of the Revised Provisional Regulations Governing the Management of Chinese Computer Information Networks Connected to International Networks, individuals or entities operating computer networks within China, which are connected to the Internet and conduct international information exchange, must use the international access channels provided by the Ministry of Information Industry (“MII”) and obtain various licenses and approvals. Our relevant subsidiaries have secured the necessary licenses and approvals, and access the Internet through ChinaNet, an approved channel of MII.

The operation of our equity exchange will be largely dependent upon the development of China’s policies and laws relating to the transfer of private and state-owned equity. The transfer and management of state-owned equity are subject to the supervision of the Administrative Bureau of State-owned Assets, whereas the equity of privately-owned enterprises must be transferred in compliance with the Company Law and related regulations. After February 17, 2012, the Company is no longer engaging in equity exchange business.

According to the Provisional Procedures on the Administration of the Transfer of State-owned Equity in Enterprises, all the transfers of state-owned equity must be carried out through duly authorized equity exchange centers. NSB and Xi’an Assets and Equity Exchange have secured the necessary licenses and approvals for their operations and qualify to transfer state-owned equity.

We work diligently to assure compliance with all applicable regulations which impact our business, including cooperating with the MII, the Ministry of Public Security and the Administrative Bureau of State-owned Assets. There can be no assurance, however, that additional regulations will not be enacted that might adversely affect our operations.

Employees

As of June 30, 2013, we employed 137 full-time employees consisting of 5 management executives and 78 administrative & clerical staff and 59 direct labor. None of our employees is member of any labor union, and we have never experienced any business interruption as a result of any labor disputes. We do not provide any special benefit or incentive programs for our employees. We believe that we enjoy good relations with all of our employees.

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ITEM 1A. RISK FACTORS

In addition to other information in this Annual Report, including the risk factors presented in our Management’s Discussion and Analysis elsewhere herein, the following risk factors should be carefully considered in evaluating our business since it operates in a highly changing and complex business environment that involves numerous risks, some of which are beyond our control. The following discussion highlights a few of these risk factors, any one of which may have a significant adverse impact on our business, operating results and financial condition. As a result of the risk factors set forth below and elsewhere in this Annual Report, and the risks discussed in our other Securities and Exchange Commission filings, actual results could differ materially from those projected in any forward-looking statements.

We face significant risks, and the risks described below may not be the only risks we face. Additional risks that we do not know of or that we currently consider immaterial may also impair our business operations. If any of the events or circumstances described in the following risk factors actually occurs, our business, financial condition or results of operations could be harmed and the trading price of our common stock could decline.

Our success depends on identifying and closing acquisitions of emerging and growing businesses in China.

Our success is largely dependent on our identifying good acquisition targets, negotiating and structuring transactions that are beneficial to us, closing those transactions, finding suitable management to operate those businesses and successfully operate and grow the businesses we acquire.

We must work cooperatively with governmental authorities.

We are engaged in business in a country with a planned economy heavily influenced by government activities and we must work cooperatively with a variety of national, federal, regional, state, provincial, and local government authorities and entities. The economy of China differs significantly from the economies of the “Western” industrialized nations in such respects as structure, level of development, gross national product, growth rate, capital reinvestment, resource allocation, self-sufficiency, rate of inflation and balance of payments position, among others. Only recently has the Chinese government encouraged substantial private economic activities. The Chinese economy has experienced significant growth in the past several years, but such growth has been uneven among various sectors of the economy and geographic regions. Actions by the Chinese government to control inflation have significantly restrained economic expansion in the recent past. Similar actions by the Chinese government in the future could have a significant adverse effect on economic conditions in China and the results of operations of the Company.

If we deliver products with defects, our credibility will be harmed and the sales and market acceptance of our products will decrease.

Our product and services are complex and may at times contain errors, defects and “bugs.” If we deliver products with errors, defects or bugs, our credibility and the market acceptance and sales of our products would be harmed. Further, if our products contain errors, defects or bugs, we may be required to expend significant capital and resources to alleviate such problems. We may agree to indemnify our customers in some circumstances against liability arising from defects in our products. Defects could also lead to liability, and, as a result of product liability lawsuits against us or against our customers. We carry product and information liability and errors and omissions insurance, but in the event that we are required to defend more than a few such actions, or in the event that we are found liable in connection with such an action, our business and operations may be severely and materially adversely affected.

12

We compete with large companies.

We operate in a highly competitive industry. Although we believe that some of our technology is unique, can be protected, and, if adopted, will confer benefits that will be otherwise unavailable for some time, we face very large competitors with greater resources which may adopt various strategies to block or slow our market penetration, thereby straining our more limited resources. We are aware of efforts by competitors to introduce doubt about our financial stability as we compete to make sales and win customers and business. Large competitors may also seek to hinder our operations through attempts to recruit key staff with exceptionally attractive terms of employment, including signing bonuses, or by the offer of highly competitive terms to potential or newly acquired customers.

We will need to continue our product development efforts.

We believe that our market will be characterized by increasing technical sophistication. We also believe that our eventual success will depend on our ability to continue to provide increased and specialized technical expertise. There is no assurance that we will not fall technologically behind competitors with greater resources. Although we believe that we enjoy a lead in our product development, and are hopeful that our patents provide some protection, we will likely need significant additional capital in order to continue to enjoy such a technological lead over competitors with more resources.

If we are unable to protect our intellectual property, our competitive position would be adversely affected.

We may rely on patent protection, as well as trademark and copyright law, trade secret protection and confidentiality agreements with our employees and others to protect our intellectual property. Despite our precaution, unauthorized third parties may copy our products and services or reverse engineer or obtain and use information that we regard as proprietary. We have filed eleven patent applications with the United States Patent and Trademark Office and intend to file more. Six patents have been granted; however, we do not know if the remaining applications will be granted or whether we will be successful in prosecuting any future patents. In addition, the laws of some foreign countries do not protect proprietary rights to the same extent as do the laws of the United States. Our means of protecting our proprietary rights may not be adequate and third parties may infringe or misappropriate our patents, copyrights, trademarks and similar proprietary rights. If we fail to protect our intellectual property and proprietary rights, our business, financial condition and results of operations would suffer. We believe that we do not infringe upon the proprietary rights of any third party, and no third party has asserted an infringement claim against us. It is possible, however, that such a claim might be asserted successfully against us in the future. We may be forced to suspend our operations, or to pay significant amounts to defend our rights, and a substantial amount of the attention of our management may be diverted from our ongoing business, all of which would materially adversely affect our business.

We focus on the research and development of our proprietary technologies and the marketing of our first product.

We believe that these technologies are the basis for marketable commercial products. However, there can be no assurance of this, and it is possible that our proprietary technologies and products will have no commercial benefit or potential. In addition, from our inception to the present, we have not recognized any substantial operating revenues.

We depend on our key personnel and may have difficulty attracting and retaining the skilled staff we need to execute our growth plans.

Our success will be dependent largely upon the efforts of our management team. The loss of key staff could have a material adverse effect on our business and prospects. To execute our plans, we will have to attract and retain current employees. Competition for highly skilled employees with technical, management, marketing, sales, product development and other specialized training is intense. We may not be successful in attracting or retaining such qualified personnel. Specifically, we may experience increased costs in order to retain skilled employees. If we are unable to attract or retain experienced employees as needed, we would be unable to execute our business plan.

13

We may face rapid technological change.

The market for our products and services may be characterized by rapidly changing technologies, extensive research and the introduction of new products and services. We believe that our future success will depend in part upon our ability to continue to enhance our existing products and to develop, manufacture and market new products and services. As a result, we expect to continue to make a significant investment in engineering, research and development. During the fiscal years 2009 and 2010, we spent Rmb75,000_($US10,985) and Rmb420,321 ($US63,418), respectively; the cost of such activities were borne by the Company, not customers. There can be no assurance that we will be able to develop and introduce new products and services or enhance our initial products in a timely manner to satisfy customer needs, achieve market acceptance or address technological changes in our target markets. Failure to develop products and services and introduce them successfully and in a timely manner could adversely affect our competitive position, financial condition and results of operations.

If we experience rapid growth, we will need to manage such growth well.

We may experience substantial growth in the size of our staff and the scope of our operations, resulting in increased responsibilities for management. To manage this possible growth effectively, we will need to continue to improve our operational, financial and management information systems, will possibly need to create entire departments that do not now exist, and hire, train, motivate and manage a growing number of staff. Due to a competitive employment environment for qualified technical, marketing and sales personnel, we expect to experience difficulty in filling our needs for qualified personnel. There can be no assurance that we will be able to effectively achieve or manage any future growth, and our failure to do so could delay product development cycles and market penetration or otherwise have a material adverse effect on our financial condition and results of operations.

We could face information and product liability risks and may not have adequate insurance.

Our products may be used in connection with critical business applications. We may become the subject of litigation alleging that one or more of our products are ineffective or disruptive in our treatment of data, or with regard to critical business information. Thus, we may become the target of lawsuits from injured or disgruntled businesses or other users. In the event that we are required to defend more than a few such actions, or in the event that we are found liable in connection with such actions, our business and operations may be severely and materially adversely affected.

Future profitability is not guaranteed.

We have not recognized any substantial operating revenues to date. Assuming we can attract sufficient financing, and revenues increase, there is no assurance that our plans will be realized or that we will achieve break-even status or profitability in the future.

Changes to financial accounting standards may affect our results of operations and cause us to change business practices.

We prepare financial statements in conformity with U.S. generally accepted accounting principles. These accounting principles are subject to interpretation by the American Institute of Certified Public Accountants, the Public Company Accounting Oversight Board, the SEC and various other bodies formed to interpret and create appropriate accounting principles. A change in those principles can have a significant effect on our reported results and may affect our reporting of transactions completed before a change is announced. Changes to those rules or the questioning of current practices may adversely affect our reported financial results or the way we conduct business. For example, accounting principles affecting many aspects of our business, including rules relating to equity-related compensation, have recently been revised. The Financial Accounting Standards Board and other agencies finalized changes to U.S. generally accepted accounting principles that required us, starting January 1, 2006, to record a charge to earnings for employee stock option grants and other equity incentives. We will have significant ongoing accounting charges resulting from option grant and other equity incentive expensing that could reduce net income or increase losses. In addition, since we historically used equity-related compensation as a component of our total employee compensation program, the accounting change could make the use of equity-related compensation less attractive and therefore make it more difficult to attract and retain employees.

14

There is a limited market for our common stock and we do not anticipate paying cash dividends.

Our common stock is not listed on any exchange and trades in the over-the-counter (the “OTC”) market in the United States. Additionally, one stockholder holds a majority of our stock. As such, the market for our common stock is limited and is not regulated by the rules and regulations of any exchange in the United States or China. Further, the price of our common stock and its trading volume in the OTC market may be subject to wide fluctuations. Our stock price could decline regardless of our actual operating performance, and stockholders could lose a substantial part of their investment as a result of industry or market-based fluctuations. Our stock trades relatively thinly. If a more active public market for our stock is not sustained, it may be difficult for stockholders to sell shares of our common stock, in which case they may sustain significant losses or lose their entire investments. Because we do not anticipate paying cash dividends on our common stock for the foreseeable future, stockholders will not be able to receive a return on their shares unless they are able to sell them. The market price of our common stock will likely fluctuate in response to a number of factors, including but not limited to, the following:

· sales, sales cycle and market acceptance or rejection of our products;

· economic conditions within our industry;

· our failure to meet performance estimates or the performance estimates of securities analysts;

· the timing of announcements by us or our competitors of significant products, contracts or acquisitions or publicity regarding actual or potential results or performance thereof; and

· domestic Chinese and international economic, business and political conditions.

Failure to maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 could have a material adverse effect on our stock price.

Section 404 of the Sarbanes-Oxley Act of 2002 and the related rules and regulations of the SEC require annual management assessments of the effectiveness of our internal control over financial reporting and a report by our independent registered public accounting firm attesting to and reporting on these assessments. If we fail to adequately maintain compliance with, or maintain the adequacy of, our internal control over financial reporting, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 and the related rules and regulations of the SEC. If we cannot favorably assess, or our independent registered public accounting firm is unable to provide an unqualified attestation report on our assessment of the effectiveness of our internal control over financial reporting, investor confidence in the reliability of our financial reports may be adversely affected, which could have a material adverse effect on our stock price.

Enforceability of Civil Liabilities Against Foreign Persons.

Although the Company is a Wyoming corporation, we engage in business primarily in China, our factories, properties, equipment and other assets are located outside the United States in China and our officers and directors are located outside the United States in China. Therefore, investors and stockholders may have considerable difficulty in bringing an original action in courts in the United States or in China under the civil liability provisions of the U.S. federal securities laws, against the Company, its factories or its officers and directors. Investors and stockholders also may have considerable difficulty in effecting service of process in the United States on our officers and directors or in enforcing in courts in China judgments of United States courts against them based on the U.S. federal securities laws.

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ITEM 1B. UNRESOLVED STAFF COMMENT

Not applicable.

ITEM 2. PROPERTY

Our principal executive office consists of approximately 200 square feet of office space that is located at Room 1207-8, Bank of America Tower, 12 Harcourt Road, Central, Hong Kong. The premises are leased from a related third party with free rental.

APT has three factories located at Shenzhen, Qingdao and Suzhou, PRC of which Qingdao factory is owned by APT with a leased term of 50 years ended in October 2058. The Shenzhen factory is approximately 49,700 square meters and located at No. 3 Da Tian Yang Industrial Estate, Dongfang Blvd., Donggang, Baoan, Shenzhen 518105, PRC. The factory is leased from an unrelated third party with rental payments and management fees at approximately $716,000 per year and the lease will expire in September 2035. The Suzhou factory is approximately 10,300 square meters and located at South of Southern Guando Rd., Wang Shan Industrial Estate, Wuzhong Economic Development Zone, Suzhou 215104, PRC. The Suzhou factory is leased from an unrelated third party with rental payments and management fees at approximately $179,000 per year and the lease will expire in July 2016. The Qingdao factory is approximately 92,300 square meters and located at Taiwan Industrial Area, North of Lanzhou East Rd., Jiaozhou, Qingdao City 266300, PRC. The land of factory is under a lease term of 50 years expired in October 2058.

All of our office facilities are in good condition and we believe they are adequate to support our operations for the foreseeable future.

ITEM 3. LEGAL PROCEEDINGS

The Company and its subsidiaries did not have any pending or threatened legal proceedings outstanding as at June 30, 2013.

ITEM 4. MINE SAFETY DISCLOSURE

Not Applicable.

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is quoted on the Over-The-Counter Electronic Bulletin Board (the “OTC Bulletin Board”), and is traded under the symbol “UCHC”.

The following table represents the high and low bid prices for our common stock on the OTC Bulletin Board for each quarter during the last two fiscal years.

	High		Low
Fiscal 2012
Quarter ended September 30, 2011		0.11		0.0839
Quarter ended December 31, 2011		0.095		0.07
Quarter ended March 31, 2012		0.075		0.01
Quarter ended June 30, 2012		0.029		0.0005
Fiscal 2013
Quarter ended September 30, 2012		0.0003		0.0002
Quarter ended December 31, 2012		0.0001		0.0001
Quarter ended March 31, 2013		0.0001		0.0001
Quarter ended June 30, 2013		0.0001		0.0001

The above bid information reflects inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

Holders.As of September 24, 2013, there were approximately 623 holders of record of the Company’s common stock. This number does not include an indeterminate number of shareholders whose shares are held by brokers in street name.

Dividends.We have never declared or paid any cash dividend on our common stock and do not expect to declare or pay any cash dividend in the foreseeable future.

Recent Purchases and Sales of Unregistered Securities. In the fiscal year ended June 30, 2013,the Company issued common stock to various parties and redeemed common stock. The following transactions have not been reported by the Company in previous quarterly reports. The value of the common stock for each issuance was based on one of the following: the market price of the shares on the date of the transactions, the market price of the shares on the date the negotiations between the parties began or on the fair value of services received. The issuances were as follows:

On January 20, 2011, we issued 4,000,000 shares of common stock at $0.1 per share to Wang Fei, Zhao Jing Jing, Wu Qiang, China Equity Platform Holding Group Limited and Star Fair Ventures Corporation as the deposit of exchange of 51% equity of Shaanxi Prosperous Agriculture Company Limited. The total consideration of the exchange of 51% equity of Shaanxi Prosperous Agriculture Company Limited is totally 11 millions of UCHC shares. The stock was issued without compliance with the registration requirements of the Securities Act of 1933 (“Act”) in reliance on the exemption provided by Section 4(2of the Act for transactions by an issuer not involving a public offering and Rule 506 of Regulation D.

On December 9, 2010, we issued 37,500,000 shares of common stock at $0.08 per share to Gain Onway Limited and Alliance Harvest Limited in a private placement and 1,875,000 shares of common stock at $0.08 per share to Wise Link Management Limited as commissions for the aforesaid private placement. The stock was issued without compliance with the registration requirements of the Act in reliance on the exemption from registration provided by Section 4(2) of the Act and Rule 506 of Regulation D. There was no general solicitation or advertising engaged in by the Company in making this offering and the offerees and the parties designated to receive the stock were all accredited investor.

17

On December 21, 2009, Uni Core Holdings Corporation (UCHC) entered into Investment Cooperation Agreement (Agreement) with the shareholders of Shaanxi Prosperous Agriculture Company Limited (Prosperous Agriculture) to acquire 51% equity of Prosperous Agriculture by two phrases and exchanged in total 11 millions of UCHC shares.

The first phrase of 21% equity of Prosperous Agriculture transferred to UCHC’s subsidiaries, IMOT Information Technology (Shenzhen) Limited (IMOTSZ), was approved by PRC authority on December 24, 2010. According to the term of the Agreement, UCHC had allotted 4 million shares at $0.1 per share to the parties below on January 18, 2011:

Name	No. of shares
Wang Fei		2,232,000
Wu Qiang		1,116,000
Zhao Jing Jing		372,000
China Equity Platform Holding Group Limited		160,000
Star Fair Ventures Corporation		120,000

The second phrase of 30% equity of Prosperous Agriculture transferred to UCHC’s subsidiaries, IMOT Information Technology (Shenzhen) Limited, was approved by PRC authority on December 1, 2011.

Auditors will start to evaluate the net assets value of 51% equity of Prosperous Agriculture in late of April 2012.

During this financial year, for the reason of services rendered, we issued totaling 28,000,000 shares of common stock at fair market value to Brighton Capital Ltd, George Capps, TG Private Equity Inc, DC Global Consultancy Ltd, Region Capital Ltd, Hung Kwok Wing & FG Management Co. Ltd. In addition, the company issued 170,334,867, 190,643,687 and 341,650,000 to Asher Enterprises, Inc., Magna Group, LLC, and Tonaquint, Inc. respectively for the purpose of convertible loan in cash.

Stock options issued to directors at fair market value, including of Fred Peck, Chia Hsun Wu, Shinohara Hiroshi & Thomas Lee, the company issued 19,000,000 in total for last year

On 13 March 2012, we issued 50,000,000 to FG Management Co. Ltd. for compensation the disposition of collateral under secured convertible promissory note 5 September 2011 During July 2011 to June 2012, we issued 20,000,000 shares to FG Management Co., Ltd. and 8,000,000 shares to another six parties.

On 17 Sep 2012, stock options issued to directors at fair market value, including of Fred Peck, Chia Hsun Wu, Shinohara Hiroshi & Thomas Lee, the company issued 266,666,664 in total for this year

During this year, we issued 2,563,333,333 to Global Golden Group Investment Co Ltd; 800,000,000 to FG Management Co. Ltd, 533,333,333 to Wise Alliance Management Ltd.

Securities Authorized for Issuance Under Equity Compensation Plans.On December 1, 2003 our Board of Directors adopted and on January 28, 2004 our stockholders approved the Intermost Corporation 2003 Equity Incentive Plan (“Plan”) pursuant to which the Board of Directors may grant awards of shares of our common stock and options to purchase shares of our common stock to our employess, officers and directors and our consultants independent contractors and advisers. As of June 30, 2013, no awards had been granted from the Plan. See “Other Compensation and Employment Arrangements” under “Item 11. EXECUTIVE COMPENSATION,” for more information.

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ITEM 6. SELECTED FINANCIAL DATA

We are a “smaller reporting company” and, pursuant to Item 301(c) of Regulation S-K, we are not required to provide the information required by this Item.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

Critical Accounting Policies and Estimates

Management’s discussion and analysis of results of operations and financial condition are based upon the Company’s consolidated financial statements, set forth elsewhere in the Annual Report. These statements have been prepared in accordance with generally accepted accounting principles as used in the United States. These principles require management to make certain estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

The following critical accounting policies rely upon assumptions, judgments and estimates and were used in the preparation of the Company’s consolidated financial statements:

Revenue Recognition

Revenues are recognized (i) with respect to services, at the time a project (or a milestone thereof) is completed and accepted by the customer, and (ii) with respect to products, at the time products are delivered to customers and collectability for such sales is reasonably assured. We have adopted Staff Accounting Bulletin No.101, Revenue Recognition (“SAB 101”) in our financial statements. SAB 101 provides in part further interpretive guidance for public companies on the recognition, presentation, and disclosure of revenues in financial statements. The adoption of SAB 101 did not have a material impact on our revenue recognition practices.

Accounts Receivable

We typically extend credit to our customers. From time to time, e-commerce solution services are provided under fixed-price contracts where the revenues and the payment of related receivable balances are due upon the achievement of certain milestones. Management estimates the probability of collection of the receivable balances and provides an allowance for doubtful accounts based upon its judgment in assessing the realization of these receivable balances taking into account aging, historical experience, the customer’s financial condition and general economic conditions.

Long-lived assets and goodwill

The Company periodically evaluates the carrying value of long-lived assets held or used whenever events and circumstances indicate that the carrying value of the asset may no longer be recoverable. An impairment loss, measured on the fair value of the asset, is recognized if expected future undiscounted cash flows are less than the carrying value of the assets.

19

We evaluate goodwill, at a minimum, on an annual basis and whenever events and changes in circumstances suggest that the carrying amount may not be recoverable in accordance with ASC 350 “Intangibles – Goodwill and Other,” formerly SFAS No. 142 “Goodwill and Other Intangible Assets.” Impairment of goodwill is tested at the reporting unit level by comparing the reporting unit’s carrying amount, including goodwill, to the fair value of the reporting unit. The fair values of the reporting units are estimated using discounted cash flows approach. If the carrying amount of the reporting unit exceeds its fair value, goodwill is considered impaired and a second step is performed to measure the amount of impairment loss, if any.

Overview

We believe that the People’s Republic of China represents an exciting emerging world market whose role in the global economy is increasing steadily. China’s economic growth rate, measured by its gross domestic product, has consistently been higher than 7% per year over each of the past 10 years. This economic growth is attributable to many factors, including investment in the country’s infrastructure, increased privatization of businesses and an abundant source of labor. Currently, we offer products and services to businesses and consumers located primarily in China. Our plan is to take advantage of China’s economic growth to expand our existing businesses and, possibly, in the future, to sell our products and services outside of China. We also have begun to acquire diverse businesses that are not dependent on, or directly related to, each other. We believe that diversification is a good hedge against the collapse of a single industry, such as the global collapse of the technology industry that occurred in 2000. We expect that any acquisitions we make will improve our financial condition, although we cannot guarantee any such result.

In response to the economic recovery, we began to diversify our business, so that we will no longer be dependent on one market for revenue. Generally, the issuance of our common stock represents some or all of the purchase price we pay for an acquired business. We believe that the continued active trading of our common stock will be important to the principals of target companies and future acquisitions may be dependent on the active trading of our common stock. However, our common stock has not been actively traded and, if our common stock continues to trade with limited volume and at current levels we may not be able to make acquisitions as planned.

During the fiscal year ended June 30, 2013 we incurred a net operating loss of $14,052,917. Our auditor, Albert Wong & Co., CPA, has issued a “going concern” opinion for our financial statements as of June 30, 2013, as a result of out recurring losses from operations, a significant accumulated deficit, and our continuing to experience negative cash flows.

Results of Operations

Following is summary financial information reflecting our operations for the periods indicated.

	Year Ended June 30
	2013			2012
Net revenues	$	6,723,660		$	22,990,061
Cost of revenues		(6,613,338	)		(21,264,457	)
Gross profit/(loss)		110,322			1,725,604
Selling, general and administrative expenses		(1,922,137	)		(5,845,709	)
Exchange differences		(1,056	)		65,333
Amortization of intangible assets					(1,202,685	)
Amortization of goodwill					(10,136,655	)
Written off loan receivables		-			-
Recovering / Written off trade receivables		(744,749	)		0
Interest income		(588,708	)		(711,483	)
Investment income		0			0
Loss from operations		(3,146,328	)		(16,105,595	)
Impairment of associate company		(10,711,377	)		(758,900	)
Other income, net		(195,212	)		(287,934	)
Loss before taxation		(14,052,917	)		(17,152,429	)
Taxation		-			-
Loss before minority interest		(14,052,917	)		(17,152,429	)
Minority interest		0			0
Net loss		(14,052,917	)		(17,152,429	)

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Year Ended June 30, 2013 Compared to Year Ended June 30, 2012

Net revenues.

Net revenues for the year ended June 30, 2013 decreased by $16,218K, or 70.69%, to $6,723K from $22,942K for the year ended June 30, 2012.

Net revenues during fiscals 2013 and 2012 were derived principally from sales of paper products.

The following table reflects the total net revenues and percentage of net revenues by major category and location for the periods indicated:

	Year Ended June 30				Year Ended June 30
	2013		2012		2013			2012
Net Revenues by major category	US$		US$
Sales of paper products		6,723,660		22,942,474		100.00	%		99.8	%
E-commerce solutions - website design and development		-		-		-	%		-	%
Consulting service income		-		47,587		-	%		0.2	%
		6,723,660		22,990,061		100	%		100	%

	Year Ended June 30				Year Ended June 30
	2013		2012		2013			2012
Net Revenues by location	US$		US$
British Virgin Islands						-	%		-	%
People’s Republic of China		6,723,660		22,990,061		100	%		100	%
		6,723,660		22,990,061		100	%		100	%

Costs of Revenues.

Costs of revenues consist principally of the production cost of paper products for the year ended June 30, 2013 and 2012. The costs of revenues for the year ended June 30, 2013 and 2012 consist principally of direct material cost, direct labor, manufacturing overhead, depreciation, and other costs including travel employee benefits and office expenses.

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The following table reflects the principal components of costs of revenues and the percentage of net revenues represented by each component for the periods indicated:

	Total Cost of Revenues				Percentage to Total Net Revenues
	Year Ended June 30				Year Ended June 30
	2013		2012		2013			2012
	US$		US$
Direct materials		5,605,764		17,150,873		83.37	%		74.60	%
Direct labor		377,326		1,216,891		5.61	%		5.29	%
Manufacturing overhead		572,516		2,531,538		8.51	%		11.01	%
Depreciation		57,732		256,513		0.86	%		1.12	%
Other				108,642		-	%		0.47	%
Total		6,613,338		21,264,457		98.35	%		92.49	%

Compared to the 2012 fiscal year, the total costs of revenues for the 2013 fiscal year decreased by $14,651K, or 68.89%, to $21,264K.

Selling, General and Administrative Expense.

Selling, general and administrative expense (“SG&A”) consists principally of (1) sales commissions, advertising, trade show and seminar expenses, and direct-field sales expense, (2) salaries for administrative and sales staff, (3) corporate overhead, and (4) allowances for bad and doubtful accounts. The following table reflects the principal components of SG&A and the percentage of net revenues represented by each component for the periods indicated:

	Total  SG & A				Percentage to Total Net Revenues
	Year Ended June 30				Year Ended June 30
	2013		2012		2013			2012
	US$		US$
Sales and marketing salaries and commission		268,946		743,551		4.00	%		3.49	%
Other sales and marketing expenses		403,419		235,704		6.00	%		5.05	%
Rental obligation		223,897		599,454		3.33	%		2.73	%
Administrative salaries		299,203		1,630,741		4.45	%		5.47	%
Corporate overhead		726,672		2,636,259		10.81	%		12.70	%
Total		1,922,137		5,845,709		28.59	%		29.44	%

The principal components of SG&A during the 2013 year were sales and marketing salaries and commissions, other marketing expenditures, administrative salaries and benefits, and other corporate overhead expenses, which include legal and professional fees, general office expenses, traveling expenses, general employee benefit expense, depreciation, consultancy fees, and allowance for bad and doubtful accounts.

For the 2013 fiscal year, SG&A decreased by $3,924K or 67.11%, to $1,922K as compared to $5,846K for the 2012 fiscal year. Sales and marketing salaries and commissions decreased by $474K or 63.80% during the 2013 fiscal year, to $269K, as compared to $743K for the 2012 fiscal year. During the 2013 fiscal year, administrative salaries decreased by $1,332K or 81.66%, to $299K, as compared to $1,631K in the 2012 fiscal year. Other corporate overhead expense decreased during the 2013 fiscal year by $1,909K or 72.42%, to $727K, as compared to $2,636K in the 2012 fiscal year.

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Minority Interest.

On July 10, 2013 the registrant announced that it had completed the acquisition (the “Acquisition”) of 51% of Shaanxi Prosperous Agriculture Co., Ltd. (“SPA”), an agricultural products wholesale company located in Xi’an City, Shaanxi Province of China.

On June 30, 2013, Shaanxi Prosperous Agriculture Co., Ltd is still in under processing to acquire 80% interest in Xi’an Zoyo Management Consulting Co. Ltd., (XZMC) a company registered in Shaanxi, China. XZMC provides enterprise consulting, marketing, distribution planning, corporate image building and computer graphic design and advertising design for small agricultural business.

Liquidity and Capital Resources

To date, we have funded our operations with cash from our operating activities, sales of our securities and by using our common stock to make acquisitions and purchases.

At June 30, 2013 we had cash and cash equivalents of $270K and net current liabilities of $17,574K as compared to $506K of cash and cash equivalents and $5,575K of net current liabilities as of June 30, 2012.

Net cash provided by operating activities totaled $3,129K during the 2013 fiscal year while net cash used in operating activities was $6,455K during the 2012 fiscal year. Cash used in operating activities was partially offset by non-cash charges, including depreciation expense in the amount of $358K.

Net cash used in investing activities was $44,846K for the 2013 fiscal year while net cash used in investing activities was $265K for the 2012 fiscal year. Funds provided by investing activities derived from the amount of funds used in acquiring office equipments in 2013 and funds used in investing activities consisted of addition of office equipment and intangible assets in 2012.

Net cash used in financing activities was $709K for the 2013 fiscal year while net cash provided by financing activities was $2,856K for the 2012 fiscal year. Funds provided by financing activity were mainly from the issuance of common stocks, the increase in bank loan and convertible loan stocksduring the 2013 fiscal year.

We had no long term debt as of June 30, 2013. Except as otherwise described herein, we have no plans to make any major capital expenditures during the next 12 months and we are not aware of any trends or uncertainties that could affect sales of our products. We do not have any off balance sheet arrangements.

We have implemented various cost management measures to reduce our overhead. The Company will likely need to borrow money or obtain additional equity financing in order to sustain operations. At present, we have no commitments, arrangements or understandings for funding and there is no assurance that necessary funding will be available to us, or that any such funding would be on acceptable terms. If we need financing and cannot obtain it, we may be required to severely curtail, or even cease, our operations.

Factors Affecting Revenues and Profitability. Our operating results have been, and will continue to be, affected by a wide variety of factors that could have a material adverse effect on revenues and profitability during any particular period. Some of these factors include:

· Our ability to successfully implement our business plan;

· Whether or not we will be able to obtain the additional capital necessary to support our operations;

23

· Whether or not we will find joint venture prospects or acquisition prospects with which to enhance our business;

· Whether or not we can successfully integrate acquisitions that we make into our business;

· The level and rate of acceptance of our products and services by the Chinese people;

· Continued growth in the use of the Internet in China;

· Entry of new competition (including established companies from outside China and companies with substantially greater resources) into our market;

· Fluctuations in the level of orders for services delivered in a quarter;

· Rescheduling or cancellation of orders by customers;

· Competitive pressures on selling prices;

· Changes in product, service or customer mix;

· Rapid changes in technology, which result in our technology becoming obsolete;

· Availability and cost of computer technicians;

· Loss of any strategic relationships;

· Loss of our largest customers;

· Our ability to introduce new products and services on a timely basis;

· New product and service introductions by our competitors;

· Fluctuations in exchange rates, and

· Adverse changes in the general economic, social or political conditions in the People’s Republic of China.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Refer to Item 15 Financial Statement Schedules, pages 32 to 84.

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

None/Not Applicable.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain controls and procedures designed to ensure that we are able to collect the information we are required to disclose in the reports we file with the SEC, and to record, process, summarize and disclose this information within the time periods specified by the SEC. Based on an evaluation of our disclosure controls and procedures as of the end of the period covered by this report conducted by management, the Chief Executive Officer and Chief Financial Officer have concluded that these controls and procedures are not effective to ensure that we are able to record, process, summarize and report the information we are required to disclosure in the reports we file with the SEC within the required time periods.

Management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rules 13a-15(f) or 15d-15(f) under the Securities Exchange Act of 1934, as amended. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, we assessed the effectiveness of our internal control over financial reporting as of June 30, 2013. We have identified our material weaknesses in internal control over financial reporting due to the deficiencies in relevant education and ongoing training your financial management and staff. We have taken or plan to take and the procedures we have implemented or plan to implement to correct the identified material weakness are:

l We have instituted monthly business reviews led by our Chief Executive Officer and monthly operating and financial statement reviews by various levels of our management team, including our executive officers.

l We are taking steps to create an Audit Committee and a new disclosure review group in order to further formalize our internal review processes related to preparation of our SEC reports and other public disclosures, which will include directors, executive management, senior financial management and senior operating personnel;

l We are expanding our educational assistance to all our accounting staff to ensure a thorough and consistent understanding of changes in accounting principles and modification and enhancements in our internal controls and procedures.

We concluded that our internal control over financial reporting was not effective as of June 30, 2013.

Our annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. The Dodd-Frank Wall Street Reform and Consumer Protection Act signed by President Obama on July 21, 2010 allows small public companies to have a permanent exemption from the Sarbanes-Oxley Section 404(b) requirement to obtain an audit report of internal controls over financial reporting.

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Change in Internal Controls Over Financing Reporting

During the year ended June 30, 2013 there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Identification of Directors, Executive Officers and Certain Significant Employees

The following table sets forth certain information regarding the directors and executive officers of the Company.

Name	Age	Position
Fred Peck	54	Director
Peng I-Hsiu	35	Director and Chief Executive Officer
Hiroshi Shinohara	57	Director
Liu Yi-Sun	46	Chief Financial Officer

There are no family relationships among any of the directors or officers of the Company.

None of our directors or executive officers has, during the past five years,

· had any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer, either at the time of the bankruptcy or within two years prior to that time,

· been convicted in a criminal proceeding and none of our directors or executive officers is subject to a pending criminal proceeding,

· been subject to any order, judgment, or decree not subsequently reversed, suspended or vacated of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities, futures, commodities or banking activities, or

· been found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

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Business Experience

Fred Peck has served as a director of the Company since December 6, 2005. Mr. Peck is a funds manager, transaction superintendent and vice president of Boston Bank Taiwan Branch. He has over 15 years’ experience in portfolio investment, risk investment, capital management, fundraising, acquisition and merger, project fund raising privatization.

Peng I-Hsiuwas appointed as Chief Executive Officer of the Company on August 1, 2013. Mr. Peng graduated from Chinese Culture University with a Master of Business Administration. Mr. Peng is currently the founder and Managing Director of both Uwin Venture Investment Co. Ltd. and Wonderful Bio-Tec Co. Ltd. Prior to starting his own business, Mr. Peng had served various executive positions, including Director of Fast Technologies Inc. and Managing Director of Yi-Cheng Preparatory Institute.

Hiroshi Shinohara has served as a director of the Company since February 18, 2008. Mr. Shinohara graduated from Osaka University, with extensive experience in corporate financial analysis, business in merging and acquisition. Mr. Shinohara is currently the Managing Director of FFBC Management Co., Ltd., Japan.

Liu Yi-Sunwas appointed as Chief Financial Officer of the Company on August 1, 2013. Mr. Liu has over 15 years’ experience in various industries, including investment, transportation services, banking and technology. Prior to being appointed as CFO of UCHC, Mr. Liu held various senior management positions with solid management exposure and leadership experience.

Term of Office

All directors named above will serve until the next annual meeting of the Company’s shareholders and until their successors are elected and qualified. Officers will hold their positions at the pleasure of the Board of Directors.

Compliance With Section 16(a) of Exchange Act

Section 16(a) of the Securities Exchange Act requires our directors, executive officers and persons who own more than 10% of our common stock to file reports of ownership and changes in ownership of our common stock with the Securities and Exchange Commission. Directors, executive officers and persons who own more than 10% of our common stock are required by Securities and Exchange Commission regulations to furnish us with copies of all Section 16(a) forms they file.

Based solely upon a review of the public files of the SEC, the Company believes that, with respect to its fiscal year ended June 30, 2013, none of the Company’s directors and officers and none of the persons known to the Company to own more than 10% of the Company’s common stock, filed beneficial ownership reports with the Securities and Exchange Commission.

We have no committees of the Board of Directors. The entire Board of Directors acts as the audit, nominating and compensation committees.

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ITEM 11. EXECUTIVE COMPENSATION

Our “executive officers” include our resigned Chief Executive Officer, Chia Hsun Wu; and our Chief Financial Officer, Thomas Lee.

The following table sets forth information concerning cash and non-cash compensation paid or accrued to our executive officers during the past fiscal year:

Summary Compensation Table

The amounts in the table below are calculated as of June 30, 2013

													Non-Qualified
									Option		Non-Equity		Deferred
Name and							Stock		Awards		Incentive Plan		Compensation		All Other
Principal			Salary		Bonus		awards		($)		Compensation		Earnings		Compensation		Total
Position	Year		($)		($)		($)		(4)		($)		($)		($)		($)
(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)
Chia Hsun Wu,		2013		0		0		0		0		0		0		0		0
CEO (1)		2012		0		0		0		0		0		0		0		0
		2011		0		0		0		0		0		0		0		0
Thomas Lee,		2013		88,947		0		0		0		0		0		0		153,165
CFO (2)		2012		153,165		0		0		0		0		0		0		153,165
		2011		166,106		0		0		0		0		0		0		166,106

(1) On August 1 2013, Mr. Chia Hsun Wu resigned as Director of the Company on and Chief Executive Officer.

(2) On August 1 2013, Mr. Thomas Lee resigned his position of Chief Financial Officer of the Company

Director Compensation Table

The amounts in the table below are calculated as of June 30, 2013.

Nonqualified

Fees Earned

Non-Equity

Deferred

All Other

or Paid in

Stock

Option Awards

Incentive Plan

Compensation

Compensation

Name

Cash ($)

Awards ($)

($)

Compensation ($)

Earnings

($)

Total ($)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

Chia Hsun Wu

0

0

0

0

0

0

0

Director’s Compensation

The Company reimburses its directors for out-of-pocket expenses incurred on behalf of the Company.

Other Compensation and Employment Arrangements

The Company has adopted and the stockholders have approved the Intermost Corporation 2003 Equity Incentive Plan. The following discussion is qualified in its entirety by the terms and provisions of the Plan.

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The Plan authorizes awards of options, awards of stock (“Stock Award”) and the granting of bonus stock (“Stock Bonus”). Persons eligible to receive awards under the Plan include the Company's employees, officers and directors and its consultants, independent contractors and advisors. As of June 30, 2011, all of the Company’s employees, officers and directors were eligible to receive awards under the Plan. The number of persons covered by the Plan may increase if we add additional employees (including officers) and directors. As of the date of this Annual Report, no awards have been granted from the Plan.

The Company’s Board of Directors administers the Plan. For purposes of this discussion, the body administering the Plan will be referred to as the Administrator. The Administrator has the authority to determine, at its discretion, the number and type of awards that will be granted, the recipients of the awards, any exercise or purchase price required to be paid, when options may be exercised and the term of option grants. Awards under the Plan are not defined as to any group. The term of the Plan is 10 years from the date the Plan was adopted by the Board of Directors. We have reserved 20,000,000 shares of our common stock for awards to be made under the Plan.

The exercise price for stock options granted to officers and directors must be the fair market value of the common stock on the date of grant. The exercise price for stock options granted to eligible persons other than officers and directors may not be less than 85% of the fair market value of the common stock on the date of grant. The term of an option may not exceed 10 years.

A Stock Award is an offer by the Company to sell to an eligible person shares of common stock that may or may not be subject to restrictions. Stock Awards granted to officers and directors must be granted at the fair market value of the common stock on the date of the award. Stock Awards granted to eligible persons who are not officers or directors may not be granted at less than 85% of the fair market value of the common stock on the date of the award. Stock Awards may be subject to vesting conditions, as determined by the Administrator.

A Stock Bonus is a grant of shares that may be awarded to an eligible person. A Stock Bonus may be subject to vesting conditions, as determined by the Administrator. A Stock Bonus may be awarded for any reason determined by the Administrator, including, but not limited to, extraordinary services rendered to the Company by an eligible person, as an award for performance achieved by the Company or upon satisfaction of performance goals by the eligible person.

In the United States, a recipient will not recognize any taxable income at the time an option is granted. However, upon exercise of an option, the recipient will include in income as compensation an amount equal to the difference between the fair market value of the shares on the date of exercise and the recipient's exercise price. The included amount will be treated as ordinary income by the recipient and may be subject to withholding. Upon resale of the shares by the recipient, any subsequent appreciation or depreciation in the value of the shares will be treated as capital gain or loss. There is no tax consequence to the Company as a result of either the grant or the vesting of stock options.

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

Common Stock

The following table is furnished as of June 30, 2013, to indicate beneficial ownership of shares of the Company’s common stock by (1) each shareholder of the Company who is known by the Company to be a beneficial owner of more than 5% of the Company’s common stock, (2) each director and named officer of the Company, individually, and (3) all officers and directors of the Company as a group.

Class of Stock	Name and Address of Beneficial Owner	Number of Shares Beneficially Owned		Percent of Class
Common	Global Golden Group Investments Company Limited 1		2,631,923,994		29.17	%
Common	FG Management Company Limited1		899,785,029		9.97	%
Common	Wise Alliance Management Limited1		533,333,333		5.91	%
Common	Fred Peck2		-		N/A
Common	Wu Chia Hsun2		-		N/A
Common	Hiroshi Shinohara2		-		N/A
Common	Thomas Lee2		-		N/A

Equity Compensation Plan Information

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights   (a)		Weighted-average exercise price of outstanding options, warrants and rights   (b)		Number of securities remaining available for future issuance under Equity compensation plans (excluding securities reflected in column (a))   (c)
Equity compensation plans approved by security holders		0		Not applicable		20,000,000
Equity compensation plans not approved by security holders		0		Not applicable		0
Total		0		Not Applicable		20,000,000

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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

No directors, executive officers or immediate family members of such individuals were engaged in transactions with us or any of our subsidiaries during the fiscal years ended June 30, 2006, June 30, 2007, June 30, 2008, June 30, 2009, June 30, 2010, June 30, 2011, June 30, 2012 and June 30, 2013. Furthermore, we have no “interlocking” relationships in which any of our executive officers are a member of the board of directors of another entity whose executive officers are a member of our Board of directors.

ITEM 14.     PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth fees billed to us by our auditors during the fiscal years ended June 30, 2013 and June 30, 2012 for: (i) services rendered for the audit of our annual financial statements and the review of our quarterly financial statements, (ii) services by our auditor that are reasonably related to the performance of the audit or review of our financial statements and that are not reported as Audit Fees, (iii) services rendered in connection with tax compliance, tax advice and tax planning, and (iv) all other fees for services rendered.

		June 30, 2013			June 30, 2012
(i)	Audit Fees	$	70,000	*	$	50,000	*
(ii)	Audit Related Fees	$	-0-		$	-0-
(iii)	Tax Fees	$	2,000-		$	2,000-
(iv)	All Other Fees	$	-0-		$	-0-

*     Audit fee for fiscal years ended June 30, 2013 and June 30, 2012 were accrued to the auditors, Albert Wong & Co., CPA.

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PART IV

ITEM 15.             EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits

Exhibit
Number	Description of Exhibit
2.1	Articles of Merger (1)
3.1	Articles of Incorporation (1)
3.2	Bylaws (1)
10.1	Cooperative Agreement re: formation of Jiayin E-Commerce joint venture (2)
10.2	Agreement Regarding Transfer of Properties on 38th Floor, Guomao Building (3)
10.3	Shareholding Transfer Agreement dated May 23, 2003 between IMOT Information Technology (Shenzhen) Ltd. and Shanghai Newray Business Development Co., Ltd. (4)
10.4	Share Transfer Agreement among IMOT Information Technology (Shenzhen) Ltd., Shenzhen Golden Anke Technology Co. Ltd., Intermost Corporation, Tu Guoshen and Li Zhiquan (5)
10.5	Sale and Purchase Agreement among IMOT Information Technology (Shenzhen) Ltd., Shanghai Fortune Venture Limited, North Shanghai Branch of Shanghai Technology Property Right Exchange Center and Intermost Corporation (6)
10.6	Distributorship Agreement dated November 28, 2002 between KanHan Technologies Limited and ChinaE.com Information Technology Ltd. (7)
10.7	Intermost Corporation 2003 Equity Incentive Plan (8)
10.8	Joint Venture Agreement among Intermost Corporation and Entities and/or Individuals Collectively Referred to as “Investors.”*
14	Code of Ethics (9)
21	Significant Subsidiaries *
31.1	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) and 15d-14(a)*
31.2	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) and 15d-14(a)*
32.1	Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2	Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

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(1)	Incorporated by reference to the respective exhibits filed with the Registrant’s 10-KSB Amendment filed with the SEC on October 15, 2004
(2)	Incorporated by reference to the respective exhibits filed with Registrant’s Registration Statement on Form 10-SB (Commission File No. 0-30430).
(3)	Incorporated by reference to the respective exhibits filed with the Registrant’s Quarterly Report on Form 10-QSB for the quarter ended March 31, 2000.
(4)	Incorporated by reference to the exhibit filed with the Registrant’s Current Report on Form 8-K filed with the SEC on June 9, 2003.
(5)	Incorporated by reference to the exhibit filed with the Registrant’s Current Report on Form 8-K filed with the SEC on August 17, 2004.
(6)	Incorporated by reference to the exhibit filed with the Registrant’s Current Report on Form 8-K filed with the SEC on April 26, 2004.
(7)	Incorporated by reference to the exhibit filed with the Registrant’s Current Report on Form 8-K filed with the SEC on February 14, 2003.
(8)	Incorporated by reference to the exhibit filed with the Registrant’s Proxy Statement filed with the SEC on January 6, 2004.
(9)	Incorporated by reference to the exhibit filed with the Registrant’s 10-KSB Amendment filed with the SEC on October 25, 2004.
(10)	Incorporated by reference to the exhibit filed with the Registrant’s Current Report on Form 8-K filed with the SEC on March 8, 2004.

* Filed herewith.  [Align exhibit numbers with the first line of each description.]  Re Exhibit 16: the disclosure called for by Item 304 – Changes in and Disagreements with Accountants, etc. – only applies to the ast two most recent fiscal years [see Item 304(d)] so the exhibit – accountant’s letter – is no longer required.

(b)          Reports on Form 8-K

On August 13, 2010 the Registrant filed a Current Report to file the Financial Statements of APT acquired and the Pro Forma Financial Information after the completion of acquiring APT.

On September 8, 2010 the Registrant filed a Current Report to report that the Company on September 30, 2009 had entered into a consulting agreement with Star Fair Ventures Corporation (“Star Fair”) to engage Star Fair to provide consulting services on, including but not limited to financial advisory, strategic business planning and investor and public relations for a term of one year from October 2009 till September 30, 2010 (“Consulting Agreement”). It was a term of the Consulting Agreement that the Company would issue to Star Fair 12,000,000 additional restricted stock of the company as complete consideration for the services to be provided by Star Fair to the Company.  The Company would further pay 5% finder’s fee for leads on any closed private financing which could be paid with restricted stocks or with cash. On October 15, 2009, the Company issued to Star Fair 12,000,000 additional restricted stocks pursuant to the term of the Consulting Agreement.

On November 23, 2010 the Registrant filed a Current Report to report a private placement with Alliance Harvest Limited and Gain Onway Limited for equity financing of $3,000,000 in exchange of 37,500,000 new shares of the Company and issuing to Wise Link Management Limited 1,875,000 shares of the Company as the commission of acting as financial consultant on the aforesaid private placement on November 18, 2010.

On January 18, 2011 the Registrant filed a Current Report to report the Company’s entering into a consulting agreement with and engaging Glory Shining Limited to be the Company’s consultant for a term of two years, from January 18, 2011 to January 17, 2013. The Company agreed to pay to Glory Shining Limited a success fee equals to 5% of the total consideration to be paid by the potential investor(s) or any its affiliate within 15 days after the completion of the proposed transaction.

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On January 18, 2011 the Registrant filed a Current Report to report that the Company on December 21, 2009 had entered into Investment Cooperation Agreement with the shareholders of Shaanxi Prosperous Agriculture Company Limited (Prosperous Agriculture) to acquire 51% equity of Prosperous Agriculture by two phrases and exchanged in total 11 million of Company’s shares. The Company did on January 18, 2011 approve the allotment of the 4 million shares to the shareholders of Prosperous Agriculture as the deposit.

On May 13, 2011 the Registrant filed a Current Report to report that the Company was movingtoo new office premises on May 16, 2011.

On August 16, 2011 the Registrant filed a Current Report to report that the Company on August 2, 2011 had entered into a consulting agreement with Leadway International Investment Limited (“Leadway”) to engage Leadway to provide consulting services for a term of 12 months from August 2, 2011, including but not limited to, financial advisory, strategic business planning, introduction and liaison of potential strategic partners or investors to invest US$3,000,000 to US$10,000,000.The Company, upon receipt of an investment of US$2,000,000 through the introduction of Leadway, would issue to Leadway 35,000,000 additional shares of restricted stock as complete consideration for the services provided by Leadway to the Company.

On October 26, 2011 the Registrant had filed a Current Report to report that on September 30, 2011, the Company received a written notice of resignation from Wang Sin-Wei, one of its director, effective on October 31, 2011.

On January 18, 2012 the Registrant had filed a Current Report to report that on December 21, 2009, Uni Core Holdings Corporation (UCHC) entered into Investment Cooperation Agreement (Agreement) with the shareholders of Shaanxi Prosperous Agriculture Company Limited (Prosperous Agriculture) to acquire 51% equity of Prosperous Agriculture by two phrases and exchanged in total 11 millions of UCHC shares.

The first phrase of 21% equity of Prosperous Agriculture transferred to UCHC’s subsidiaries, IMOT Information Technology (Shenzhen) Limited (IMOTSZ), was approved by PRC authority on December 24, 2010. According to the term of the Agreement, UCHC had allotted 4 million shares to the parties below on January 18, 2011:

Name	No. of shares
Wang Fei		2,232,000
Wu Qiang		1,116,000
Zhao Jing Jing		372,000
China Equity Platform Holding Group Limited		160,000
Star Fair Ventures Corporation		120,000

The second phrase of 30% equity of Prosperous Agriculture transferred to UCHC’s subsidiaries, IMOT Information Technology (Shenzhen) Limited, was approved by PRC authority on December 1, 2011.

Auditors will start to evaluate the net assets value of 51% equity of Prosperous Agriculture in late of April 2012.

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On February 28, 2012 the Registrant had filed a Current Report to report that on February 27, 2012, the Company signed a Sale and Purchase Agreement with Sunshine Financial Holdings Limited for the sale of –66,716,495– shares of and in China Equity Platform Holding Group Limited at the consideration of RBM10,000,000.

On July 12, 2012 the Registrant had filed a Current Report to report that on June 19, 2011, IronridgeGlobal IV, Ltd. (“Ironridge”) informed Uni Core Holdings Corporation (“the Company”) that the agreementreached on May 21, 2012 whereby Ironridge and the Company settled $1,483,721 in previously outstanding debt of the Company now owned by Ironridge, in exchange for unregistered shares of common stock of the Company is to be cancelled. The Company accepted the cancellation

On July 18, 2012 the Registrant had filed a Current Report to report that on June 28, 2012, the Board of Directors of Uni Core Holdings Corporation (“the Company”) approved the engagement of Albert Wong & Co. LLP (“New Auditor”), an independent U.S. CPA firm which was associated with the Company's existing independent accountants, Albert Wong & Co. (“Previous Auditor”), who has tendered its resignation, as its new independent accountants for the Company’s fiscal year ended June 30, 2012.

The report of the Previous Auditor on the Company's consolidated financial statements for the fiscal years ended June 30, 2010 and 2011 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles but modified to a going concern. For the years ended June 30, 2010 and 2011, there have been no disagreements between the Company and the Previous Auditor on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the Previous Auditor’s satisfaction would have caused them to make reference to the subject matter of the disagreement in connection with their reports. For the years ended June 30, 2010 and 2011, there were no "reportable events" as that term is described in Item 304(a)(1)(v) of Regulation S-K.

During the Company’s audit reports from the Previous Auditor on the financial statements of the Company for the fiscal years ended June 30, 2010 and 2011 and the subsequent interim period through date of resignation, there were no disagreements with the Previous Auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreement(s), if not resolved to the satisfaction of Previous Auditor, would have caused to make reference to the subject matter of the disagreements in connection with its reports; and there were no “reporting events” within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.

The Company has provided the Previous Auditor with a copy of this Report and the Company has requested that the Previous Auditor furnish a letter addressed to the Commission stating whether it agrees with the statements above. A copy of this letter is filed as an exhibit to this Report.

For the years ended June 30, 2010 and 2011, neither the Company nor anyone acting on the Company's behalf consulted the New Auditor with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial statements, or any other matters (ii) any matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K and the related instructions thereto) or reportable events (as described in Item 304(a)(1)(v) of Regulation S-K).

On September 6, 2012, the registrant amended and restated its Articles of Incorporation in order to effect a 100 to 1 reverse stock split.

On September 26, 2012 the registrant withdrew by correction that portion of the recently filed Amended and Restated Articles of Incorporation effecting the reverse stock split it announced in a Current Report filing on form 8-K on September 6, 2012

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On December 21, 2012 the registrant recorded a material charge for impairment related to its Shenzhen APT paper factory.  On December 15, 2012 the Shenzhen APT paper factory was placed in involuntary bankruptcy and closed.  The registrant is recording a non-cash charge for $4.5 million for the impairment of goodwill and tangible and intangible assets in the second quarter of its 2013 fiscal year.  This impairment charge relates to the Shenzhen facility bankruptcy.  The registrant does not expect the impairment charge to result in any future cash expenditures other than fess for bankruptcy counsel estimated to not exceed $80,000.

On June 6, 2013the Registrant had filed a Current Report to report that between May 23, 2011 and June 25, 2012, the Company entered into securities purchase agreements with Asher Enterprises, Inc. (“Asher”) by which Asher purchased an aggregate amount of $423,000 in convertible promissory notes.  To date, Asher has converted portions of the notes and has been issued 244,620,581 shares of the Company’s common stock.

On September 5, 2011, the Company entered into an agreement with Tonaquint, Inc. by which Tonaquint, Inc. purchased an aggregate amount of $2,531,000 in convertible promissory notes.  Additionally, a shareholder of the Company pledged 50,000,000 shares of his common stock as collateral for and to secure the Company’s obligations under the notes.  On or about January 31, 2012, the Company received a Notice of Default regarding its obligations under the agreement and, subsequently, ownership of the 50,000,000 collateralized shares of common stock was turned over to Tonaquint, Inc.  To date, Tonaquint, Inc. has converted a portion of the convertible promissory notes and has been issued 2,594,650,000 shares of the Company’s common stock.

Between February 23, 2012 and June 25, 2012, the Company entered into securities purchase and assumption agreements with Magna Group, LLC (“Magna”) by which Magna purchased an aggregate amount of $345,000 in convertible promissory notes.  $245,000 of this amount of convertible promissory notes was assumed from a prior debt-holder.  To date, Magna has converted portions of the notes and has been issued 1,208,596,830 shares of the Company’s common stock.

On July 18, 2013the Registrant had filed a Current Report to report the following matters:

Item 2.01

Completion of Acquisition or Disposition of Assets.

On July 10, 2013 the registrant announced that it had completed the acquisition (the “Acquisition”) of 51% of Shaanxi Prosperous Agriculture Co., Ltd. (“SPA”), an agricultural products wholesale company located in Xi’an City, Shaanxi Province of China.  The transaction was completed through its subsidiary IMOT Information Technology (Shenzhen) Limited.  As part of the transaction the registrant loaned 4.85 million RMB to SPA.  SPA specializes in market segment where customers can buy the company’s products through local stores in the agricultural products network.  SPA will remain a subsidiary of UCHC after its acquisition.  The Acquisition was final upon completion of an audit.

On December 21, 2009 the registrant entered into an Investment Cooperation Agreement with the shareholders of SPA to acquire approximately 51% of SPA in consideration for 11,000,000 registrant common shares.  The transaction took the registrant longer than anticipated to complete.  In January, 2011 the registrant closed a first tranche and acquired approximately 21% of SPA by issuance of 4,000,000 shares of registrant common stock to the persons in the table below.

Name	No. of shares
Wang Fei		2,232,000
Wu Qiang		1,116,000
Zhao Jing Jing		372,000
China Equity Platform Holding Group Limited		160,000
Star Fair Ventures Corporation		120,000

36

On March 23, 2012 the registrant closed a second tranche and acquired another 30% of SPA by issuance of 7,000,000 shares of registrant common stock to the persons in the table below.  Despite such issuance the transaction did not close until recently following completion of an audit.

Name	No. of shares
Wang Fei		3.906,000
Wu Qiang		1,953,000
Zhao Jing Jing		651,000
China Equity Platform Holding Group Limited		280,000
Star Fair Ventures Corporation		210,000

The issuance of the securities described above was made in reliance upon Rule 506 and Section 4(2) of the Securities Act of 1933.  These securities have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.  The issuance of these unregistered securities were made in order to effect the transaction.  This current report is neither an offer to sell, nor a solicitation of offers to purchase, securities.

Item 9.01

Financial Statement and Exhibits.

Exhibit 99.2(a) - The audited financial statements of Shaanxi Prosperous Agriculture Co. Ltd. and Xi’an Zoyo Management and Consulting Co., Ltd. for the years ended December 31, 2012 and 2011.  

On August 5, 2013the Registrant had filed a Current Report to report theprincipal executive officer Chia-Hsun Wu, Chief Executive Officer resigned on 1 August, 2013.

On September 9, 2013the Registrant had filed a Current Report to report the following matters:

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers.

On August 1, 2013 the registrant’s Chief Financial Officer and Secretary, Mr. Thomas Lee, and one of the registrant’s directors, Mr. Chia Hsun Wu, resigned.  Neither Mr. Lee nor Mr. Wu have reported any disagreement with the Company as a reason for his resignation.

On August 1, 2013 the registrant’s Board of Directors appointed Mr. I Hsiu Peng as a director of the registrant to fill the vacancy created by the resignation of Mr. Wu.  Additionally, Mr. Peng was appointed by the registrant’s Board of Directors to act as the registrant’s Chief Executive Officer and Mr. Yi Sun Liu was appointed by the registrant’s Board of Directors to act as the registrant’s Chief Financial Officer and Secretary.

Mr. Peng graduated from Chinese Culture University with a Master of Business Administration.  Mr. Peng is currently the founder and Managing Director of both Uwin Venture Investment Co. Ltd. and Wonderful Bio-Tec Co. Ltd.  Prior to starting his own business, Mr. Peng had served various executive positions, including Director of Fast Technologies Inc. and Managing Director of Yi-Cheng Preparatory Institute.

Mr. Liu has over 15 years’ experience in various industries, including investment, transportation services, banking and technology. Prior to being appointed as CFO of UCHC, Mr. Liu held various senior management positions with various companies.

37

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following auditor’s report and financial statements are filed as part of this annual report:

	PAGE
Report of Independent Registered Public Accounting Firm	39
consolidated Balance Sheet	40 - 41
consolidated STATEMENT OF INCOME AND COMPREHENSIVE INCOME	42
consolidated Statement of Stockholders’ Equity	43
consolidated statement of cash flows	44 - 45
Notes to CONSOLIDATED Financial Statements	46 - 83

38

ALBERT WONG & CO., LLP

CERTIFIED PUBILC ACCOUNTANTS

139 Fulton Street, Suite 818B,

New York, NY 10038-2532

Tel : 212-226-9088

Fax: 212-437- 2193

To:	The board of directors and stockholders of
	Uni Core Holdings Corporation

Report of Independent Registered Public Accounting Firm

We have audited the accompanying consolidated balance sheet of Uni Core Holdings Corporation and subsidiaries as of June 30, 2013 and 2012 and the related consolidated statements of income, stockholders' equity and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

We were not engaged to examine management’s assertion about the effectiveness of the Company’s internal control over financial reporting as of June 30, 2013 and 2012 included in the Company’s Item 9A “Controls and Procedures” in the Annual Report on Form 10-K and, accordingly, we do not express an opinion thereon.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Uni Core Holdings Corporation as of June 30, 2013 and 2012 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 19 to the consolidated financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 19. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

New York, New York	Albert Wong & Co., LLP.
October 12, 2013	Certified Public Accountants

39

UNI CORE HOLDINGS CORPORATION

CONSOLIDATED BALANCE SHEETS

AS AT JUNE 30, 2013 AND 2012

(Stated in US Dollars)

	Notes	2013		2012
ASSETS
Current assets
Cash and cash equivalents	2(e)	$	270,381	$	506,647
Accounts receivable, net	2(f)		1,738,015		6,412,599
Deposits, prepayment and other receivables	3		63,910		1,821,609
Amount due from related company	5		663,812		649,767
Other loan receivables	6		97,578		105,531
Inventory	8		495,172		1,532,384
Total current assets		$	3,328,868	$	11,028,537
Unlisted investment	2(g)		290,274		295,587
Goodwill	4		838,735		-
Plant and equipment, net	7		3,180,926		6,653,927
Intangible assets, net	9		5,040		-
TOTAL ASSETS		$	7,643,843	$	17,978,051
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable		$	6,471,402	$	5,306,612
Accrued liabilities and other payable	10		7,370,108		2,961,858
Customers deposits			199,306		-
Advance from a shareholder	11		376,416		1,101,273
Convertible promissory notes	12		335,720		322,851
Short term loan	13		6,148,857		6,911,174
Business and other taxes payable			1,211		-
Total current liabilities		$	20,903,020	$	16,603,768
TOTAL LIABILITIES		$	20,903,020	$	16,603,768

See accompanying notes to consolidated financial statements

40

UNI CORE HOLDINGS CORPORATION

CONSOLIDATED BALANCE SHEETS (Continued)

AS AT JUNE 30, 2013 AND 2012

(Stated in US Dollars)

	Notes	2013			2012
STOCKHOLDERS’ EQUITY
Preferred stock at $0.001 par value, 5,000,000 (2012: 5,000,000) shares authorized, Nil (2012: Nil) shares issued and outstanding.			-			-
Common stock at $0.001 par value, 10,000,000,000 (2012: 2,000,000,000) shares authorized, 9,022,607,614 (2012:1,514,035,427) shares issued and outstanding at June 30, 2013;	15	$	9,022,608		$	1,514,036
Additional paid-in capital	15		52,462,019			58,822,870
Accumulated deficit			(75,281,821	)		(61,228,904	)
Non-control interest			(720,304	)		-
Accumulated other comprehensive income	2(t),15		1,258,321			2,266,281
		$	(13,259,177	)	$	1,374,283
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	7,643,843		$	17,978,051

See accompanying notes to consolidated financial statements

41

UNI CORE HOLDINGS CORPORATION

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

FOR THE YEARS ENDED JUNE 30, 2013 AND 2012

(Stated in US Dollars)

	Notes	2013			2012
Net revenues	2(m)	$	6,723,660		$	22,990,061
Cost of net revenues			(6,613,338	)		(21,264,457	)
Gross profit		$	110,332		$	1,725,604
Selling, general and administrative expenses			(1,923,193	)		(6,983,061	)
Loss from operations		$	(1,812,871	)	$	(5,257,457	)
Interest income			918			37,943
Interest expense			(589,626	)		(749,426	)
Other expenses			(195,212	)		(287,934	)
Bad debts written off	3(d)		(744,749	)		-
		$	(3,341,540	)	$	(6,256,874	)
Unusual items
Loss on disposal of subsidiaries	18		(10,711,377	)		(758,900	)
Impairment on Goodwill	4		-			(8,933,970	)
Provision for impairment on intangible assets	9		-			(1,202,685	)
Loss before income taxes and minority interests		$	(14,052,917	)	$	(17,152,429	)
Income taxes	14		(-	)		(-	)
Net loss before minority interests		$	(14,052,917	)	$	(17,152,429
Non-control interest			(-	)		(-	)
Net loss		$	(14,052,917	)	$	(17,152,429	)
Net loss per share:
-Basic and diluted		$	(0.0022	)	$	(0.0219	)
Weighted average no. of common stock
-Basic and diluted			6,475,109,030			783,066,909

See accompanying notes to consolidated financial statements

42

UNI CORE HOLDINGS CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE YEARS ENDED JUNE 30, 2013 AND 2012

(Stated in US Dollars)

					Additional			Accumulated
	No.				paid			Other
	shares		Common		In			Comprehensive			Accumulated			Non-control
	outstanding		stock		capital			Income/(loss)			deficit			interest			Total
Balance, July 1, 2011		707,406,873		707,407		57,556,806			836,514			(44,076,475	)		1,406,863			16,431,115
Net (loss)/profit		-		-		-			-			(17,152,429	)		-			(17,152,429	)
Issuance of common stock		806,628,554		806,629		1,266,064			-			-			-			2,072,693
Dividend paid		-		-		-			-			-			(464,733	)		(464,733	)
Disposal of subsidiaries		-		-		-			-			-			(942,130	)		(942,130	)
Foreign currency translation adjustment		-		-		-			1,429,767			-			-			1,429,767
Balance, June 30, 2012		1,514,035,427		1,514,036		58,822,870			2,266,281			(61,228,904	)		-			1,374,283
Balance, July 1, 2012		1,514,035,427		1,514,036		58,822,870			2,266,281			(61,228,904	)		-			1,374,283
Net (loss)/profit		-		-		-			-			(14,052,917	)		-			(14,052,917	)
Issuance of common stock		7,508,572,187		7,508,572		(6,360,851	)		-			-			-			1,147,721
Acquisition of subsidiaries		-		-		-			-			-			(720,304	)		(720,304	)
Foreign currency translation adjustment		-		-		-			(1,007,960	)		-			-			(1,007,960	)
Balance, June 30, 2013		9,022,607,614		9,022,608		52,462,019			1,258,321			(75,281,821	)		(720,304	)		(13,259,177	)

See accompanying notes to consolidated financial statements

43

UNI CORE HOLDINGS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED JUNE 30, 2013 AND 2012

(Stated in US Dollars)

	Note	2013			2012
Cash flows from operating activities
Net loss		$	(14,052,917	)	$	(17,152,429	)
Provision for impairment on intangible assets			-			1,202,685
Amortization of intangible assets			-			24,521
Bad debts	3(d)		1,228,671			-
Depreciation			358,089			1,004,573
Loss on disposal of fixed assets			3,243,305			2,685
Impairment of goodwill	4		-			8,933,970
Impairment of investment			-			1
Non-control interest			(720,304	)		(1,431,581	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Accounts receivable, net			4,739,580			(1,190,805	)
Deposits, prepayment and other receivable			1,769,589			1,253,835
Inventory			1,053,965			372,901
Accounts payables			1,034,023			596,329
Accrued liabilities and other payable			4,277,783			(50,391	)
Customers deposits			196,257			(20,051	)
Deferred revenue			-			(407	)
Business and other taxes payable			1,192			(717	)
Net cash generated from/(used in) operating activities		$	3,129,233		$	(6,454,881	)
Cash flows from investing activities
Acquisition of plant and equipment		$	(39,883	)	$	(264,964	)
Acquisition of intangible assets			(4,963	)		-
Net cash used in investing activities		$	(44,846	)	$	(264,964	)

44

UNI CORE HOLDINGS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

FOR THE YEARS ENDED JUNE 30, 2013 AND 2012

(Stated in US Dollars)

	2013			2012
Cash flows from financing activities
Issuance of convertible loan stock		5,800			-
Advance from a shareholder	$	(737,210	)	$	101,035
Repayment of finance lease		-			320,940
Bank loans		(897,763	)		644,082
Insurance of common stock		920,572			1,790,051
Net cash (used in)/provided by financing activities	$	(708,601	)	$	2,856,108
Net increase/(decrease) in cash and cash equivalents	$	2,375,786		$	(3,863,737	)
Effect of foreign currency translation on cash and cash equivalents		(2,612,052	)		2,192,655
Cash and cash equivalents–beginning of year		506,647			2,177,729
Cash and cash equivalents–end of year	$	270,381		$	506,647

	2013			2012
Supplementary cash flow information:
Interest received	$	918		$	37,943
Interest expense		(589,626	)		(749,426	)

See accompanying notes to consolidated financial statements

45

UNI CORE HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2013 AND 2012

(Stated in US Dollars)

1. ORGANIZATION AND PRINCIPAL ACTIVITIES

Uni Core Holdings Corporation (formerly known as Intermost Corporation) (hereinafter referred to as the “Company”, including its subsidiaries and associated companies when the context so requires) was originally incorporated in the State of Utah on March 6, 1985 under the name Utility Communications International, Inc. The Company changed its name from Utility Communications International, Inc. to Uni Core Holdings Corporation on October 23, 1998. In February 2003, the Company re-domiciled from the State of Utah to the State of Wyoming.

On October 23, 1998, the Company acquired a 100% interest in Intermost Limited ("IL"), a company incorporated in the British Virgin Islands, by issuing 4,970,000 shares of its common stock with a par value of US$0.001 per share (after the redenomination of par value and a stock split) to the shareholders of IL.

The acquisition of IL by the Company was treated as a reverse acquisition since IL was the continuing entity as a result of the exchange reorganization.

On May 31, 2010, the Company acquired a 100% interest in APT Paper Group Limited (“APTPGL”), a company incorporated in the Cayman Islands, by issuing 440,000,000 shares of its common stock with a par value of US$0.001 per share to the shareholders of APTPGL. The acquisition was treated as a normal acquisition since the Uni Core management team will control the new combined companies to oversight the entire operation of the whole group of companies.

On February 27, 2012, the Company has disposed the entire investment in the China Equity Platform Holding Group Limited.

On June 30, 2013, the Company acquired 51% of Shaanxi Prosperous Agriculture Co., Limited (“SPACL”), a company incorporated in the People’s Republic of China, and its subsidiary, Xi’an Zoyo Management and Consulting Co., Limited (“XZMCCL”), a company incorporated in the People’s Republic of China, by issuing 11,000,000 shares of its common stock with a par value of US$0.001 per share to the shareholders of SPACL. The acquisition was treated as a normal acquisition since the Uni Core management team will control the new combined companies to oversight the entire operation of the whole group of companies.

The Company is engaged in providing, directly and through its subsidiaries and associated companies, business equity and financial consulting services in the People’s Republic of China (the "PRC" or "China"). The Company's fiscal year-end is June 30.

46

UNI CORE HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2013 AND 2012

(Stated in US Dollars)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Method of Accounting

The Group maintains its general ledger and journals with the accrual method accounting for financial reporting purposes. The consolidated financial statements and notes are representations of management. Accounting policies adopted by the Group conform to generally accepted accounting principles in the United States of America and have been consistently applied in the presentation of consolidated financial statements, which are compiled on the accrual basis of accounting.

(b) Principles of Consolidation

The consolidated financial statements include the accounts of Uni Core Holdings Corporation (the Company) and its sixteen subsidiaries and one affiliated company, constituting the group. Significant inter-company transactions have been eliminated in consolidation. The consolidated financial statements include 100% of the assets and liabilities of these majority-owned subsidiaries, and the ownership interests of minority investors are recorded as non-controlling interests.

The Company acquired the Shaanxi Prosperous Agriculture Co., Limited and its subsidiary on June 30, 2013 with a consideration of USD1,100.

The Company’s subsidiaries and affiliated companies and their principal activities as of June 30, 2013 are summarized as follows:

Name	Place of incorporation of organization	Percentage of Equity Interest Attributable to the Company			Principal Activities
Uni Core Holdings Corporation (“IL”)	British Virgin Islands		100	%	Investment holding
Leader Palace International Limited (LP)	British Virgin Islands		100	%	Inactive
Intermost (H.K.) Limited (“IHKL”)	Hong Kong		100	%	Inactive
IMOT Information Technology (Shenzhen) Ltd. (“IITSL”)*	PRC		100	%	Inactive
APT Paper Group Limited (“APTPGL”)	Cayman Islands		100	%	Investment holding
Plan Star Development Limited (“PSDL”)	Hong Kong		100	%	Investment holding
Jin Long Paper Products Company Limited (“JLPPCL”)	PRC		100	%	Inactive and impaired
Ho Ni Long Honeycomb Paper Product (Shenzhen) Company Limited (“HNL”)	PRC		100	%	Inactive and impaired
Pheng Hoon Honeycomb Paper Products Pte. Limited (“PHHP”)	Singapore		12.67	%	Paper or paper product wholesale

47

UNI CORE HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2013 AND 2012

(Stated in US Dollars)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(b) Principles of Consolidation (continued)

Name	Place of incorporation of organization	Percentage of Equity Interest Attributable to the Company			Principal Activities
APT Investment Limited	British Virgin Islands		100	%	Investment holding
ShenZhen Jin Li Honeycomb Paper Products Equipments Company Limited	PRC		100	%	Inactive and impaired
APT Management Limited	British Virgin Islands		100	%	Investment holding
Su Zhou Eastern Sunrise Company Limited	PRC		100	%	Inactive and impaired
Ivanhoe Holdings Limited	Hong Kong		100	%	Investment holding
Qing Dao Eastern Sunrise Company Limited	PRC		100	%	Manufacturing and wholesale of paper product
Shaanxi Prosperous Agriculture Company Limited (“SPACL”)	PRC		51%		Production of agricultural products
Xi’an Zoyo Management and Consulting Company Limited (“XZMCCL”)	PRC		40.80%		Management consultantcy.

* IITSL is wholly foreign owned enterprise established in the PRC to be operated until 2018.

48

UNI CORE HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2013 AND 2012

(Stated in US Dollars)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(c) Use of estimates

The preparation of the consolidated financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ materially from those estimates.

(d) Economic and political risks

The Company’s operations are mainly conducted in the PRC and Taiwan (ROC). Accordingly, the Company’s business, financial condition and results of operations in the PRC and Taiwan may be influenced by the political, economic and legal environment in the PRC and Taiwan, and by the general state of the PRC and Taiwan economy.

The Company’s major operations in the PRC and Taiwan are subject to special considerations and significant risks not typically associated with companies in North America. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political and social conditions in the PRC and Taiwan, and by changes in government administration, governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things.

49

UNI CORE HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2013 AND 2012

(Stated in US Dollars)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(e) Cash and cash equivalents

The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company maintains bank accounts only in the PRC, Taiwan and Hong Kong. The Company does not maintain any bank accounts in the United States of America.

(f) Account receivable

Accounts receivable is carried at the net invoiced value charged to customer. The Company records an allowance for doubtful accounts to cover estimated credit losses. Management reviews and adjusts this allowance periodically based on historical experience and its evaluation of the collectability of outstanding accounts receivable. The Company evaluates the credit risk of its customers utilizing historical data and estimates of future performance.

(g) Investments

The non-marketable equity security investments are presented at historical cost because the Company does not have significant influence over the underlying investments. These investments are subject to a periodic impairment review. To the extent any impairment is considered other-than-temporary, the investment is written down to its fair value and the loss is recorded as interest income and other, net.

50

UNI CORE HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2013 AND 2012

(Stated in US Dollars)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(h) Property and equipment

Plant and equipment are carried at cost less accumulated depreciation. Depreciation is provided over their estimated useful lives, using the straight-line method. Estimated useful lives of the plant and equipment are as follows:

Computer equipment	3 years
Furniture and office equipment	5 years
Buildings	Over the lease terms
Leasehold improvements	Over the lease terms
Motor vehicles	5 years
Machinery and equipment	5 years

The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the statement of income. The cost of maintenance and repairs is charged to income as incurred, whereas significant renewals and betterments are capitalized.

(i) Inventories

Inventories consist of finished goods, work in progress and raw materials, and stated at the lower of cost or market value. Substantially all inventory costs are determined using the weighted average basis. Finished goods are comprised of direct materials, direct labor and an appropriate proportion of overhead. The management regularly evaluates the composition of its inventory to identify slow-moving and obsolete inventories to determine if additional write-downs are required.

(j) Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. In accordance with Accounting Standards Codification ASC 350 “Intangibles - Goodwill and Other” formerly Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets", goodwill is no longer subject to amortization. Rather, goodwill is subject to at least an annual assessment for impairment, applying a fair-value based test. Fair value is generally determined using a discounted cash flow analysis. See Note 4 for goodwill impairment details.

51

UNI CORE HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2013 AND 2012

(Stated in US Dollars)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(k) Accounting for the impairment of long-lived assets

Impairment of Long-Lived Assets is evaluated for impairment at a minimum on an annual basis whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable in accordance with ASC 360-10 “Impairments of Long-Lived Assets” formerly SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets". An asset is considered impaired if its carrying amount exceeds the future net cash flow the asset is expected to generate. If an asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair market value. The recoverability of long-lived assets is assessed by determining whether the unamortized balances can be recovered through undiscounted future net cash flows of the related assets. The amount of impairment, if any, is measured based on projected discounted future net cash flows using a discount rate reflecting the Company's average cost of capital.

(l) Associated Company

An associated company is a business enterprise in which the Company owns between 20% and 50% of the equity capital, and does not have direct or indirect or joint control, and therefore, has only limited ability to participate in financial and operating policy decisions.

The Company's investment in associated companies is accounted for under the equity method of accounting, whereby the investment is initially recorded at cost and the carrying amount is adjusted thereafter for the post acquisition change in the Company's share of the associated company's results of operations.

52

UNI CORE HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2013 AND 2012

(Stated in US Dollars)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(m) Revenue recognition

The Company recognizes revenue in accordance with ASC 605 “Revenue Recognition”. The Company recognizes revenue when the significant risks and rewards of ownership have been transferred to the customer pursuant to PRC law, including factors such as when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable, sales and value-added tax laws have been complied with, and collectability is probable.

Revenue from maintenance contracts is recognized on a straight-line basis over the term of the maintenance contract, generally twelve months. The unearned portion of maintenance revenue is classified as deferred revenue and amortized over the life of the contract.

Revenue represents the invoiced value of goods sold recognized upon the delivery of goods to customers. Revenue is recognized when all of the following criteria are met:

- Persuasive evidence of an arrangement exists;

- Delivery has occurred or services have been rendered;

- The seller’s price to the buyer is fixed or determinable; and

- Collection is reasonably assured.

53

UNI CORE HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2013 AND 2012

(Stated in US Dollars)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(n) Stock compensation

The Company may periodically issue shares of common stock for services rendered or for financing costs. Such shares are valued based on the market price of the shares on the transaction date.

The Company may periodically issue stock options to employees and stock options or warrants to non-employees in non-capital raising transactions for services and for financing costs.

ASC 718 "Compensation - Stock Compensation" formerly SFAS No. 123 prescribes accounting and reporting standards for all stock-based compensation plans, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights. may be classified as either equity or liabilities. The Company should determine if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity's past practices or stated policies. If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity.

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50 "Equity -Based Payments to Non-Employees" which codified SFAS 123 and the Emerging Issues Task Force consensus in Issue No. 96-18 ("EITF 96-18"), "Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services". Measurement of share-based payment transactions with non-employees shall be based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction should be determined at the earlier of performance commitment date or performance completion date.

In accordance with ASC 718, the cost of stock options and warrants issued to non-employees is measured at the grant date based on the fair value of the award. The fair value of the stock-based award is determined using the Black-Scholes option-pricing model. The resulting amount is charged to expense on the straight-line basis over the period in which the Company expects to receive benefit, which is generally the vesting period.

Stock options issued to non-employee directors at fair market value will be accounted for under the intrinsic value method.

The Company did not have any stock options outstanding during the year ended June 30, 2013 (2012: Nil). Accordingly, no pro forma financial disclosure is provided herein.

54

UNI CORE HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2013 AND 2012

(Stated in US Dollars)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(o) Issuance of shares for service

The Company accounts for the issuance of equity instruments to acquire goods and services based on the fair value of the goods and services or the fair value of the equity instrument at the time of issuance, whichever is more reliably measurable.

(p) Advertising

The Company expensed all advertising costs as incurred. Advertising expenses included in selling expenses were $nil and $nil for the years ended June 30, 2013 and 2012 respectively.

(q) Income taxes

The Company uses the accrual method of accounting to determine and report its taxable income and tax credit in the year in which they are available. The Company has implemented ASC 740 “Income Taxes” formerlySFAS No. 109, Accounting for Income Taxes.

Income tax liabilities computed according to the United States, People’s Republic of China (PRC), Taiwan (ROC) and Hong Kong SAR tax laws are provided for the tax effects of transactions reported in the financial statements and consists of taxes currently due plus deferred taxes related primarily to differences between the basis of fixed assets and intangible assets for financial and tax reporting. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes also are recognized for operating losses that are available to offset future income taxes. A valuation allowance is created to evaluate deferred tax assets if it is more likely than not that these items will either expire before the Company is able to realize that tax benefit, or that future realization is uncertain.

In respect of the Company’s subsidiaries domiciled and operated in China, Taiwan and Hong Kong, the taxation of these entities can be summarized as follows:

The subsidiaries incorporated in PRC are subject to the corporation income tax rate of 25% for 2013 and 2012.

The subsidiary incorporated in BVI while operated in Taiwan will be considered a non-resident for tax purposes to the profit-seeking enterprise income tax which is from 0% to 25%. However, it will be subject to profit-seeking enterprise income tax only for its income derived from Taiwan sources.

The subsidiaries are subject to Hong Kong profits tax rate of 16.5% (2012: 16.5%).

55

UNI CORE HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2013 AND 2012

(Stated in US Dollars)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(q) Income taxes (continued)

The Company is subject to United States federal corporate income tax according to Internal Revenue Code Sections 951 and 957. Corporate income tax is imposed on graduated rates in the range of:

Taxable Income

Rate			Over		But not over		Of Amount Over
	15	%		-		50,000		-
	25	%		50,000		75,000		50,000
	34	%		75,000		100,000		75,000
	39	%		100,000		335,000		100,000
	34	%		335,000		10,000,000		335,000
	35	%		10,000,000		15,000,000		10,000,000
	38	%		15,000,000		18,333,333		15,000,000
	35	%		18,333,333		-		-

(r) Earnings per share

The Company computes net income (loss) per share in accordance with ASC 260 “Earnings Per Share” formerly SFAS No. 128. “Earnings Per Share”. ASC 260 requires presentation of both basic and diluted earnings per Share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.

56

UNI CORE HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2013 AND 2012

(Stated in US Dollars)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(s) Foreign currency translation

The accompanying consolidated financial statements are presented in United States dollars. The functional currencies of the Company are Hong Kong Dollar (HKD) and Renminbi (RMB). The consolidated financial statements are translated into United States dollars from HKD and RMB at year-end exchange rates as to assets and liabilities and average exchange rates as to revenues and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred.

	June 30, 2013		June 30, 2012
Year end HKD : US$ exchange rate		7.7565		7.7573
Average yearly HKD : US$ exchange rate		7.756		7.7738

	June 30, 2013		June 30, 2012
Year end RMB : US$ exchange rate		6.1807		6.3143
Average yearly RMB : US$ exchange rate		6.2767		6.3519

The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into US$ at the rates used in translation.

(t) Comprehensive income

Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, all items that are required to be recognized under current accounting standards as components of comprehensive income are required to be reported in a financial statement that is presented with the same prominence as other consolidated financial statements. The Company’s current components of other comprehensive income are the foreign currency translation adjustment.

57

UNI CORE HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2013 AND 2012

(Stated in US Dollars)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(u) Recent accounting pronouncements

In July 2012, FASB has issued Accounting Standards Update (ASU) No. 2012-01, Health Care Entities (Topic 954): Continuing Care Retirement Communities -- Refundable Advance Fees. This ASU clarifies that an entity should classify an advance fee as deferred revenue when a continuing care retirement community has a resident contract that provides for payment of the refundable advance fee upon reoccupancy by a subsequent resident, which is limited to the proceeds of reoccupancy. Refundable advance fees that are contingent upon reoccupancy by a subsequent resident but are not limited to the proceeds of reoccupancy should be accounted for and reported as a liability. For public entities (including conduit bond obligors), the amendments in ASU No. 2012-01 are effective for fiscal periods beginning after December 15, 2012. For nonpublic entities, the amendments to the codification in the ASU are effective for fiscal periods beginning after December 15, 2013. Early adoption is permitted. The amendments in ASU No. 2012-01 should be applied retrospectively by recording a cumulative-effect adjustment to opening retained earnings (or unrestricted net assets) as of the beginning of the earliest period presented.

In July 2012, FASB has issued Accounting Standards Update (ASU) No. 2012-02, Intangibles--Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment. This ASU states that an entity has the option first to assess qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that the indefinite-lived intangible asset is impaired. If, after assessing the totality of events and circumstances, an entity concludes that it is not more likely than not that the indefinite-lived intangible asset is impaired, then the entity is not required to take further action. However, if an entity concludes otherwise, then it is required to determine the fair value of the indefinite-lived intangible asset and perform the quantitative impairment test by comparing the fair value with the carrying amount in accordance with Codification Subtopic 350-30, Intangibles--Goodwill and Other, General Intangibles Other than Goodwill. Under the guidance in this ASU, an entity also has the option to bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to performing the quantitative impairment test. An entity will be able to resume performing the qualitative assessment in any subsequent period. The amendments in this ASU are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance.

58

UNI CORE HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2013 AND 2012

(Stated in US Dollars)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

In August 2012, FASB has issued Accounting Standards Update (ASU) No. 2012-03, Technical Amendments and Corrections to SEC Sections. This ASU amends various SEC paragraphs pursuant to SAB 114, SEC Release No. 33-9250, and ASU 2010-22, which amend or rescind portions of certain SAB Topics.

In October 2012, FASB has issued Accounting Standards Update (ASU) No. 2012-04, Technical Corrections and Improvements. This ASU make technical corrections, clarifications, and limited-scope improvements to various Topics throughout the Codification. The amendments in this ASU that will not have transition guidance will be effective upon issuance for both public entities and nonpublic entities. For public entities, the amendments that are subject to the transition guidance will be effective for fiscal periods beginning after December 15, 2012. For nonpublic entities, the amendments that are subject to the transition guidance will be effective for fiscal periods beginning after December 15, 2013.

In October 2012, FASB has issued Accounting Standards Update (ASU) No. 2012-05, Statement of Cash Flows (Topic 230). This ASU addresses how cash receipts arising from the sale of certain donated financial assets, such as securities, should be classified in the statement of cash flows of not-for-profit entities (NFPs). Some NFPs classify those cash receipts as investing cash inflows, while other entities classify them as either operating cash inflows or financing cash inflows, consistent with their treatment of inflows arising from cash contributions. The objective of this Update is for an NFP to classify cash receipts from the sale of donated financial assets consistently with cash donations received in the statement of cash flows if those cash receipts were from the sale of donated financial assets that upon receipt were directed without the NFP imposing any limitations for sale and were converted nearly immediately into cash. The amendments in the ASU are effective prospectively for fiscal years, and interim fiscal periods within those years, beginning after June 15, 2013. Retrospective application to all periods presented upon the date of adoption is permitted. Early adoption from the beginning of the fiscal year of adoption is permitted.

In October 2012, FASB has issued Accounting Standards Update (ASU) No. 2012-06, Business Combinations (Topic 805): Subsequent Accounting for an Indemnification Asset Recognized at the Acquisition Date as a Result of a Government-Assisted Acquisition of a Financial Institution. This ASU addresses the diversity in practice about how to interpret the terms on the same basis and contractual limitations when subsequently measuring an indemnification asset recognized in a government-assisted (Federal Deposit Insurance Corporation or National Credit Union Administration) acquisition of a financial institution that includes a loss-sharing agreement (indemnification agreement). For public and nonpublic entities, the amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2012. Early adoption is permitted. The amendments should be applied prospectively to any new indemnification assets acquired after the date of adoption and to indemnification assets existing as of the date of adoption arising from a government-assisted acquisition of a financial institution.

59

UNI CORE HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2013 AND 2012

(Stated in US Dollars)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

In October 2012, FASB has issued Accounting Standards Update (ASU) No. 2012-07, Entertainment—Films (Topic 926): Accounting for Fair Value Information That Arises after the Measurement Date and Its Inclusion in the Impairment Analysis of Unamortized Film Costs. This ASU eliminates the rebuttable presumption that the conditions leading to the write-off of unamortized film costs after the balance sheet date existed as of the balance sheet date. The amendments also eliminate the requirement that an entity incorporate into fair value measurements used in the impairment tests the effects of any changes in estimates resulting from the consideration of subsequent evidence if the information would not have been considered by market participants at the measurement date. or SEC filers, the amendments are effective for impairment assessments performed on or after December 15, 2012. For all other entities, the amendments are effective for impairment assessments performed on or after December 15, 2013. The amendments resulting from this ASU should be applied prospectively. Earlier application is permitted, including for impairment assessments performed as of a date before October 24, 2012, if, for SEC filers, the entity’s financial statements for the most recent annual or interim period have not yet been issued or, for all other entities, have not yet been made available for issuance.

In January 2013, FASB has issued Accounting Standards Update (ASU) No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. This ASU clarifies that ordinary trade receivables and receivables are not in the scope of ASU No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities. Specifically, ASU 2011-11 applies only to derivatives, repurchase agreements and reverse purchase agreements, and securities borrowing and securities lending transactions that are either offset in accordance with specific criteria contained in the FASB Accounting Standards Codification™ (Codification) or subject to a master netting arrangement or similar agreement. The FASB undertook this clarification project in response to concerns expressed by U.S. stakeholders about the standard’s broad definition of financial instruments. After the standard was finalized, companies realized that many contracts have standard commercial provisions that would equate to a master netting arrangement, significantly increasing the cost of compliance at minimal value to financial statement users. An entity is required to apply the amendments in ASU 2013-01 for fiscal years beginning on or after January 1, 2013, and interim periods within those annual periods. An entity should provide the required disclosures retrospectively for all comparative periods presented. The effective date is the same as the effective date of ASU 2011-11.

60

UNI CORE HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2013 AND 2012

(Stated in US Dollars)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

In February 2013, FASB has issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. This ASU improves the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in this ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP.

The new amendments will require an organization to:

l Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period.

l Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.

The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). A private company is required to meet the reporting requirements of the amended paragraphs about the roll forward of accumulated other comprehensive income for both interim and annual reporting periods. However, private companies are only required to provide the information about the effect of reclassifications on line items of net income for annual reporting periods, not for interim reporting periods. The amendments are effective for reporting periods beginning after December 15, 2012, for public companies and are effective for reporting periods beginning after December 15, 2013, for private companies. Early adoption is permitted.

In February 2013, FASB issued Accounting Standards Update (ASU) No. 2013-03, Financial Instruments (Topic 825). This ASU clarifies the scope and applicability of a disclosure exemption that resulted from the issuance of Accounting Standards Update No. 2011-04,Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The amendment clarifies that the requirement to disclose"the level of the fair value hierarchy within which the fair value measurements are categorized in their entirety (Level 1, 2, or 3)" does not apply to nonpublic entities for items that are not measured at fair value in the statement of financial position, but for which fair value is disclosed. This ASU is the final version of Proposed Accounting Standards Update 2013-200—Financial Instruments (Topic 825) which has been deleted. The amendments are effective upon issuance.

61

In February 2013, FASB has issued Accounting Standards Update (ASU) No. 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date. This ASU provides guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this ASU is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. GAAP. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in this ASU also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. For nonpublic entities, the amendments are effective for fiscal years ending after December 15, 2014, and interim periods and annual periods thereafter. The amendments in this ASU should be applied retrospectively to all prior periods presented for those obligations resulting from joint and several liability arrangements within the ASU’s scope that exist at the beginning of an entity’s fiscal year of adoption. An entity may elect to use hindsight for the comparative periods (if it changed its accounting as a result of adopting the amendments in this ASU) and should disclose that fact. Early adoption is permitted.

In March 2013, FASB has issued Accounting Standards Update (ASU) No. 2013-05, Foreign Currency Matters (Topic 830). This ASU resolve the diversity in practice about whether Subtopic 810-10, Consolidation—Overall, or Subtopic 830-30, Foreign Currency Matters—Translation of Financial Statements, applies to the release of the cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business (other than a sale of in substance real estate or conveyance of oil and gas mineral rights)within a foreign entity. In addition, the amendments in this Update resolve the diversity in practice for the treatment of business combinations achieved in stages (sometimes also referred to as step acquisitions) involving a foreign entity. This ASU is the final version of Proposed Accounting Standards Update EITF11Ar—Foreign Currency Matters (Topic 830), which has been deleted. The amendments in this Update are effective prospectively for fiscal years (and interim reporting periods within those years) beginning after December 15, 2013. For nonpublic entities the amendments in this Update are effective prospectively for the first annual period beginning after December 15, 2014, and interim and annual periods thereafter. The amendments should be applied prospectively to derecognition events occurring after the effective date. Prior periods should not be adjusted. Early adoption is permitted. If an entity elects to early adopt the amendments, it should apply them as of the beginning of the entity’s fiscal year of adoption.

62

In April 2013, FASB Accounting Standards Update 2013-06, Not-for-Profit Entities (Topic 958) - Services Received from Personnel of an Affiliate. This ASU specifies the guidance that not-for-profit entities apply for recognizing and measuring services received from personnel of an affiliate. More specifically, the amendments in this ASU apply to not-for-profit entities, including not-for-profit, business-oriented health care entities that receive services from personnel of an affiliate that directly benefit the recipient not-for-profit entity and for which the affiliate does not charge the recipient not-for-profit entity. The amendments in this ASU require a recipient not-for-profit entity to recognize all services received from personnel of an affiliate that directly benefit the recipient not-for-profit entity. Those services should be measured at the cost recognized by the affiliate for the personnel providing those services. However, if measuring a service received from personnel of an affiliate at cost will significantly overstate or understate the value of the service received, the recipient not-for-profit entity may elect to recognize that service received at either: (a) the cost recognized by the affiliate for the personnel providing that service or; (b) the fair value of that service. The amendments in this ASU are effective prospectively for fiscal years beginning after June 15, 2014, and interim and annual periods thereafter. A recipient not-for-profit entity may apply the amendments using a modified retrospective approach under which all prior periods presented upon the date should be adjusted, but no adjustment should be made to the beginning balance of net assets of the earliest period presented. Early adoption is permitted.

In April 2013, FASB Accounting Standards Update 2013-07, Presentation of Financial Statements (Topic 205): Liquidation Basis of Accounting. This ASU clarifies when an entity should apply the liquidation basis of accounting. In addition, the guidance provides principles for the recognition and measurement of assets and liabilities and requirements for financial statements prepared using the liquidation basis of accounting. Liquidation is the process by which a company converts its assets to cash or other assets and settles its obligations with creditors in anticipation of ceasing all of its activities. An organization in liquidation must prepare its financial statements using a basis of accounting that communicates information to users of those financial statements to enable those users to develop expectations about how much the organization will have available for distribution to investors after disposing of its assets and settling its obligations. The ASU requires organization to prepare its financial statements using the liquidation basis of accounting when liquidation is “imminent.” Liquidation is considered imminent when the likelihood is remote that the organization will return from liquidation and either: (a) a plan for liquidation is approved by the person or persons with the authority to make such a plan effective and the likelihood is remote that the execution of the plan will be blocked by other parties; or (b) a plan for liquidation is being imposed by other forces (e.g., involuntary bankruptcy). In cases where a plan for liquidation was specified in the organization’s governing documents at inception (e.g., limited-life entities), the organization should apply the liquidation basis of accounting only if the approved plan for liquidation differs from the plan for liquidation that was specified in the organization’s governing documents. The ASU requires financial statements prepared using the liquidation basis to present relevant information about a company’s resources and obligations in liquidation, including the following:

l The organization’s assets measured at the amount of the expected cash proceeds from liquidation, including any items it had not previously recognized under U.S. GAAP that it expects to either sell in liquidation or use in settling liabilities (e.g., trademarks).

l The organization’s liabilities as recognized and measured in accordance with existing guidance that applies to those liabilities.

l Accrual of the costs it expects to incur and the income it expects to earn during liquidation, including any anticipated disposal costs.

This ASU is effective for interim and annual reporting periods beginning after December 15, 2013, with early adoption permitted.

63

In June 2013, FASB Accounting Standards Update 2013-08, Financial Services—Investment Companies (Topic 946): Amendments to the Scope, Measurement, and Disclosure Requirements. This ASU sets forth a new approach for determining whether a public or private company is an investment company. The ASU also clarifies the characteristics and sets measurement and disclosure requirements for an investment company. The ASU is effective for fiscal years beginning after December 15, 2013. Early adoption is not allowed.

This guidance is a result of the efforts of the FASB and the IASB to develop a consistent approach for determining whether a company is an investment company, for which fair value of investments is the most relevant measurement for the company’s financial statement users. The ASU affects the scope, measurement, and disclosure requirements for investment companies under U.S. GAAP.

Under the ASU, a company regulated under the Investment Company Act of 1940 is considered an investment company for accounting purposes. All other companies must assess whether they have the following characteristics to be considered an investment company:

(a) The company obtains funds from investor(s) and provides the investor(s) with investment management services;

(b) The company commits to its investor(s) that its business purpose and only substantive activities are investing the funds for returns solely from capital appreciation, investment income, or both;

(c) The company or its affiliates do not obtain or have the objective of obtaining returns or benefits from an investee or its affiliates that are not normally attributable to ownership interests or that are other than capital appreciation or investment income;

(d) The company has multiple investments;

(e) The company has multiple investors;

(f) The company has investors that are not related to the parent or investment manager;

(g) The company’s ownership interests are in the form of equity or partnership interests; and

(h) The company manages substantially all of its investments on a fair value basis.

To be considered an investment company, a company must have all the fundamental characteristics of (a) through (c) above. Typically, an investment company also has characteristics (d) through (h). However, if a company does not possess one or more of the typical characteristics, it must apply judgment and determine, considering all facts and circumstances, how its activities continue to be consistent (or are not consistent) with those of an investment company.

An investment company also will be required to measure noncontrolling ownership interests in other investment companies at fair value rather than using the equity method of accounting. In addition, an investment company will be required to make the following additional disclosures: (a) the fact that the company is an investment company and is applying specialized guidance; (b) information about changes, if any, in a company’s status as an investment company; and (c) information about financial support provided or contractually required to be provided by an investment company to any of its investees.

In July 2013, The FASB has published Accounting Standards Update 2013-09, Fair Value Measurement (Topic 820): Deferral of the Effective Date of Certain Disclosures for Nonpublic Employee Benefit Plans in Update No. 2011-04. This ASU defers indefinitely certain disclosures about investments held by nonpublic employee benefit plans in their plan sponsors’ own nonpublic equity securities. The ASU was approved by the FASB on June 12, 2013. ASU No. 2013-09, Fair Value Measurement (Topic 820): Deferral of the Effective Date of Certain Disclosures for Nonpublic Employee Benefit Plans in Update No. 2011-04, applies to disclosures of certain quantitative information about the significant unobservable inputs used in Level 3 fair value measurement for investments held by certain employee benefit plans.

64

In July 2013, The FASB has issued Accounting Standards Update (ASU) No. 2013-10, Derivatives and Hedging (Topic 815): Inclusion of the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes (a consensus of the FASB Emerging Issues Task Force). The amendments in this ASU permit the Fed Funds Effective Swap Rate (OIS) to be used as a U.S. benchmark interest rate for hedge accounting purposes, in addition to UST and LIBOR. The amendments also remove the restriction on using different benchmark rates for similar hedges.

Before the amendments in this ASU, only UST and, for practical reasons, the LIBOR swap rate, were considered benchmark interest rates. Including the Fed Funds Effective Swap Rate (OIS) as an acceptable U.S. benchmark interest rate in addition to UST and LIBOR will provide risk managers with a more comprehensive spectrum of interest rate resets to utilize as the designated benchmark interest rate risk component under the hedge accounting guidance.

The amendments apply to all entities that elect to apply hedge accounting of the benchmark interest rate. The amendments are effective prospectively for qualifying new or redesignated hedging relationships entered into on or after July 17, 2013.

In July 2013, The FASB has issued ASU No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force).

U.S. GAAP does not include explicit guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The amendments in this ASU state that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets.

This ASU applies to all entities that have unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. For nonpublic entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2014. Early adoption is permitted. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted

65

UNI CORE HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2013 AND 2012

(Stated in US Dollars)

3. DEPOSITS, PREPAYMENTS AND OTHER RECEIVABLES

Deposits, prepayments and other receivables are summarized as follow:

	2013		2012
Rental and utilities deposits	$	162	$	9,724
Advance to employees (b)		42,395		114,339
Prepaid expenses		-		28,908
Deposit for acquisition (c)		-		793,741
Other receivables (a)				73,082
Deposit for legal services		21,353		38,092
Advanced to third party (d)		-		756,283
Exchange difference		-		7,440
	$	63,910	$	1,821,609

(a) Other receivables are the amount that will be collected from an associated company, Golden Anke Technology, Ltd. It is unsecured, non-interest bearing, and, due and payable on demand.

(b) Advances to employees are advances for purchases and travelling. They are unsecured, interest free and repayable on demand. The following table provides the rollforward of the activity in the advances to employees:.

(c) On December 21, 2009, Uni Core Holdings Corporation (UCHC) entered into Investment Cooperation Agreement (Agreement) with the shareholders of Shaanxi Prosperous Agriculture Company Limited (Prosperous Agriculture) to acquire 51% equity of Prosperous Agriculture by two phrases and exchanged in total 11 millions of UCHC shares. This transaction is not closed yet and may be subject to further negotiation.

(d) Deposit of US$753,735 (RMB5,000,000) for the set-up of Avana Insurance Agency in PRC.

66

UNI CORE HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2013 AND 2012

(Stated in US Dollars)

4. GOODWILL

Pursuant to the Stock Exchange Agreement between the Company and China Equity Platform Holding Group Limited (CEPHGL), the Company has transferred the subsidiary companies, CECITL, CECICSL, IFACL & CECTSL and investments in PRC companies, SIHTPREC & PREC to CEPHGL in exchanging 60% of shareholdings in CEPHGL during the fiscal year end of June 30, 2010. The calculation of goodwill is list as below:

	RMB			USD
100% common stock of CECITL		(13,920,093	)	$	(2,038,021	)
100% common stock of CECICSL		2,083,043			304,975
90% common stock of IFACL		(131,979	)		(19,323	)
100% common stock of CECTSL		15,142,471			2,216,988
10% common stock of SIHTPREC		1,941,372			284,234
14% common stock of PREC		8,649,826			1,266,409
51% common stock of SPACL		5,183,968			838,735
Aggregate value		18,948,608		$	2,853,997
60% common stock of CEPHGLL		(10,354,200	)		(1,515,944	)
Goodwill balance at June 30, 2009		8,594,408		$	1,338,053

Goodwill of $1,338,053 represented the excess of the purchase price over the fair value of the net tangible asset acquired through the transaction of spin-off of the above-listed subsidiaries.

	RMB			USD
Goodwill acquired in CEPHGLL transaction during June 30, 2009		3,410,440		$	499,318
Foreign currency translation adjustment		-			-
Impairment for the year ended June 30, 2009		-			-
Elimination: Gain on spin-off subsidiaries		(3,410,440	)		(499,318	)
Consolidated Balance at June 30, 2009		-		$	-

67

UNI CORE HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2013 AND 2012

(Stated in US Dollars)

4. GOODWILL (continued)

According to SAB No. 30 (Topic 5E) and SAB No, 81 (Topic 5U), the gain on spin-off subsidiaries are eliminated in the Company’s consolidated financial statements to reverse the immediate gain recognition on the spin-off subsidiaries transaction.

Pursuant to the acquisition agreement completed on June 30, 2013 with Shaanxi Prosperous Agriculture Company Limited, the company issued 11,000,000 common stocks at market price at approximate $0.0001 per share as of June 30, 2013. The transaction was shown as below:

	RMB			USD
Cost of acquisition	$	6,799		$	1,100
Net deficit of Shaanxi Prosperous Agriculture Company Limited		9,895,452			1,601,024
Non-controlling interest		(4,718,283	)		(763,389	)
	$	5,183,968		$	838,735
Goodwill balance at June 30, 2013	$	5,183,968			838,735

	RMB			USD
Cost of acquisition		195,309,400		$	28,600,000
Net equity of APT Paper Group Limited		(43,867,573	)		(6,422,308	)
		151,441,827		$	22,177,692
Impairment on Goodwill		(151,441,827	)		(22,177,692	)
Exchange differences
Goodwill balance at June 30, 2012		0		$	0

68

UNI CORE HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2013 AND 2012

(Stated in US Dollars)

5. AMOUNT DUE FROM RELATED PARTIES

Amount due from related parties, it was unsecured, interest free and repayable on demand, it comprises the followings:

	2012		2011
First Federal Holdings Limited	$	663,812	$	634,768
Exchange currency difference		-		14,999
	$	663,812	$	649,767

6. OTHER LOAN RECEIVABLES

The Company made a loan to an un-related third party of US$250,000 and US$350,000 on November 28, 2005 and December 12, 2005, respectively with interest rate at 12% p.a. and due and payable on September 28, 2006 and September 12, 2006 respectively. The Company had written off US$502,422 from advanced to third party. The US$97,578 (2012: US$105,531) balances of the loans are still outstanding and the Company is continuously charging the loan interest accordingly.

69

UNI CORE HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2013 AND 2012

(Stated in US Dollars)

7. PLANT AND EQUIPMENT, NET

Plant and equipment comprise the followings:

	2013			2012
At cost
Buildings	$	3,255,123		$	4,890,709
Machinery and equipment		2,856,216			8,111,412
Motor vehicles		75,798			273,068
Leasehold improvement		-			108,019
Furniture and office equipment		172,717			395,190
	$	6,359,854		$	13,778,398
Less: Accumulated depreciation		(3,178,928	)		(7,124,471	)
	$	3,180,926		$	6,653,927

Depreciation expenses were $358,089 and $1,004,573 for the years ended June 30, 2013 and 2012 respectively.

8. INVENTORIES

Inventories comprise the followings:

	2013		2012
Finished goods	$	220,626	$	1,012,348
Work in process		135,199		158,863
Raw materials and low value consumables		139,347		404,100
	$	495,172	$	1,575,311
Provision for obsolete stock		-		(42,927	)
Net inventory	$	495,172	$	1,532,384

70

UNI CORE HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2013 AND 2012

(Stated in US Dollars)

9. INTANGIBLES, NET

As of June 30, 2012, a provision of impairment is provided for the entire intangible asset owing to continuously loss of the APT Paper Group Limited which rendered the intangible asset to be valueless. Details of intangibles are as follows:

	2013			2012
Land use rights, at cost	$	1,200,877		$	1,200,877
Patents and trademark, at cost		58,552			53,512
Exchange difference		52,694			52,694
	$	1,312,123		$	1,307,083
Less: accumulated amortization		(97,236	)		(97,236	)
Intangibles after amortization	$	1,214,887		$	1,209,847
Less: provision for impairment		(1,209,847	)		(1,209,847	)
Total intangibles, net	$	5,040		$	0

Amortization expense included in the general and administrative expenses for the years ended 2013 and 2012 were $24,521and $23,906 respectively.

10. ACCRUED LIABILITIES AND OTHER PAYABLES

Accrued liabilities and other payables are summarized as follows:

	2013		2012
Wages and bonus	$	132,429	$	4,942
Consultancy fees		40,081		25,695
Accrual		36,476		826,556
Other payables to unrelated parties		-		697,531
Audit and review fees		114,515		25,000
Deposit from customers		6,803,665		1,134,292
Loan from shareholder		242,942		247,842
	$	7,370,108	$	2,961,858

11.         ADVANCE FROM A SHAREHOLDER

Advance from a shareholder, Pai, Chia-Hui, also known as Fred C.H. Peck, the shareholder of the group, who provided urgent funds for subsidiaries’ operation. The amount is unsecured, interest free and repayable on demand.

71

UNI CORE HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2013 AND 2012

(Stated in US Dollars)

12. CONVERTIBLE PROMISSORY NOTES

The convertible promissory notes are convertible within six months with interest accrued in accordance to the discount rate of the market price of the stock. There was no embedded feature carried with the convertible note. Details of the convertible note are as follows:

As of June 30, 2012

Note providers	Note Principal		Interest rate			Interest accrued		Converted amount		Outstanding amount
Ash Enterprises, Inc.		319,500		12	%		8,780		228,280		100,000
Magna Group, LLC		275,000		12	%		1,050		196,050		80,000
Tonaquint, Inc.		631,000		18	%		6,775		494,924		142,851
TOTAL		1,225,500					16,605		919,254		322,851

 As of June 30, 2013

Note providers	Note Principal		Interest rate			Interest accrued		Converted amount		Outstanding amount
Ash Enterprises, Inc.		423,000		12	%		8,780		233,480		198,300
Magna Group, LLC		345,000		12	%		1,251		276,511		69,740
Tonaquint, Inc.		631,000		18	%		26,497		589,817		67,680
TOTAL		1,399,000					36,528		1,099,808		335,720

72

13. SHORT TERM LOAN

Details of short term loans are as follows:

	Due date	Interest rate	June 30, 2012
Bank Of Communications (Shenzhen Branch)	Feb 11, 2013	**Prime +10%		197,963
Haier Financial Limited Company	Dec 9, 2012	**Prime +40%		2,595,573
China Development Bank *	Apr 13, 2013	**Prime +10%		3,831,042
Exchange currency difference				286,596
				6,911,174

	Due date	Interest rate	June 30, 2013
Bank Of Communications (Shenzhen Branch)	Feb 11, 2014	**Prime +10%		456,405
Haier Financial Limited Company	Dec 9, 2013	**Prime +40%		725,377
China Mensheng Bank *	Apr 13, 2014	**Prime +10%		4,853,819
Exchange currency difference				113,256
				6,148,857

* The loan was secured by the Company assets:

Land use rights	$	1,200,877
Buildings	$	3,112,037

** Prime rate is the periodical interest rate published by The People’s Bank of China.

73

UNI CORE HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2013 AND 2012

(Stated in US Dollars)

14. INCOME TAXES

The Company and its subsidiaries are subject to income taxes on an entity basis on income arising in, or derived from, the tax jurisdiction in which they operate.

The Company is subject to the United States federal corporate income tax at a rate of 33%. IL was incorporated under the International Business Companies Act of the British Virgin Islands and, accordingly, is exempted from payment of the British Virgin Islands income taxes. The subsidiaries established in the PRC are subject to PRC enterprise income taxes at a rate of 15% to 25%. The subsidiary (LP) established in the British Virgin Islands while operated in Taiwan is subject to Taiwan non-resident profit-seeking enterprise income tax, which is from 0% to 25%, only for the income derived from Taiwan sources. IHKL is subject to Hong Kong profits tax at a rate of 16.5%.

The reconciliation of the United States federal income tax rate to the effective income tax rate based on loss before income taxes stated in the consolidated statements of operations is as follows:

Deferred taxation consisted of:

	2013			2012
Net operating loss carry forwards	$	19,852,649		$	16,464,717
Valuation allowance		(19,852,649	))		(16,464,717	)
Deferred tax assets, net	$	-		$	-

The change in valuation allowance from June 30, 2012 to June 30, 2013 is primarily related to the tax effects of the increase in the net operating loss in the current fiscal year. The Company has net operating loss carry forwards totaling approximately $75 million as of June 30 2013 (2012: $59 million), primarily relating to operations in the PRC and Taiwan. A valuation allowance has been established for the full amount of the deferred tax benefit related to those loss carry forwards and other deferred tax assets as management believes that their realization is uncertain. The Company did not have uncertainty tax positions or events leading to uncertainty tax position within the next 12 months. The Company’s 2009, 2010 and 2011 U.S. Corporation Income Tax Return are subject to U.S. Internal Revenue Service examination and the Company’s 2006/2007, 2007/2008, 2008/2009, 2009/2010, 2010/2011, 2011/2012 and 2012/2013 Hong Kong Corporations Profits Tax Return filing are subject to Hong Kong Inland Revenue Department examination. The Company’s 2009, 2010, 2011 and 2012 China Corporate Income Tax are subject to China State Administration of Taxation examination.

74

UNI CORE HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2013 AND 2012

(Stated in US Dollars)

15. STOCKHOLDERS’ EQUITY

Year ended June 30, 2013

From July 2012 to June, 2013, Asher Enterprises, Inc. has exercised conversion right of US$5,200 convertible promissory note to 74,285,714 share of ordinary common stock; Magna Group, LLC has exercised conversion right of US$80,461 convertible promissory note to 1,017,953,143 share of ordinary common stock; Tonaquint Inc. has exercised conversion right of US$177,060 convertible promissory note to 2,253,000,000 share of ordinary common stock. During January to June, 2012, the total fund raised from the conversion promissory note was $262,721. Total common stock issued was 3,345,238,857.

From August, 2012 to February, 2013, the Company has issued 533,333,333 share of ordinary common stock with market value of $110,000 to compensate Wise Alliance Management Ltd. for consultancy services and disposition of collateral under secured convertible promissory note signed on 2012.

From July, 2012 to March, 2013, the Company has issued 2,563,333,333 share of ordinary common stock with market value of $675,000 to settle various loans due to Global Golden Group Investment Co. Ltd.

On February 8, 2013, the Company has issued 800,000,000 share of ordinary common stock with market value of $40,000 to settle a loan due to FG Management Co. Ltd. which was no longer a related party of the Company from July 2012 onwards.

On September 17, 2012, the Company has issued 266,666,664 share of ordinary common stock with market value of $80,000 to its officers as stock compensation. Details are as below:

	Number of shares
Fred Peck		66,666,666
James Wu		66,666,666
Shinihara Hiroshi		66,666,666
Thomas Lee		66,666,666
TOTAL		266,666,664

75

UNI CORE HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2013 AND 2012

(Stated in US Dollars)

15. STOCKHOLDERS’ EQUITY (Continue)

Year ended June 30, 2012

From January to June, 2012, Asher Enterprises, Inc. has exercised conversion right of US$228,280 convertible promissory note to 170,334,867 share of ordinary common stock. From March to June, 2012, Magna Group, LLC has exercised conversion right of US$196,050 convertible promissory note to 190,643,687 share of ordinary common stock. From April to June, Tonaquint Inc. has exercised conversion right of US$316,362 convertible promissory note to 341,650,000 share of ordinary common stock. During January to June, 2012, the total fund raised from the conversion promissory note was $740,692. Total common stock issued was 702,628,554.

From March to May, 2012, the Company has issued 78,000,000 share of ordinary common stock with market value of $970,000 to compensate various consultants for consultancy services and disposition of collateral under secured convertible promissory note signed on September 5, 2011. Details are as below:

	Number of shares
Brighton Capital Ltd.		2,000,000
George Capps		1,000,000
TG Private Equity Inc.		2,000,000
DC Global Consultancy Ltd.		2,000,000
Region Capital, Ltd.		500,000
Hung Kwok Wing		500,000
FG Management Co. Ltd.*		70,000,000
TOTAL		78,000,000

*Note: FG Management Co. Ltd. was considered as a related party of the Company.

76

UNI CORE HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2013 AND 2012

(Stated in US Dollars)

15. STOCKHOLDERS’ EQUITY (Continue)

On March 15, 2012, the Company has issued 19,000,000 share of ordinary common stock with market value of $285,000 to its officers as stock compensation. Details are as below:

	Number of shares
Fred Peck		6,000,000
James Wu		5,000,000
Shinihara Hiroshi		3,000,000
Thomas Lee		5,000,000
TOTAL		19,000,000

On March 23, 2012, the Company has issued 7,000,000 share of ordinary common stock with market value of $70,000 as a deposit to acquire 51% of Shaanxi Prosperous Agriculture Company Limited.

16. COMMITMENTS

Operating Leases - The Company has operating lease agreements for office premises, which expiring through Dec 2012. Future minimum rental payments under agreements classified as operating leases with non-cancelable terms for the next one year and thereafter are as follows:

June 30,
2014	$	-
2015 and thereafter		-
	$	-

Rental expense paid for the years ended June 30, 2013 and 2012 were $1,054,782 and $1,054,782 respectively.

77

UNI CORE HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2013 AND 2012

(Stated in US Dollars)

17. SEGMENT INFORMATION

The Company adopted ASC 280 “Segment Reporting” in respect of its operating segments. The Company currently operates in three principle business segments which are: sales of paper products, E-Commerce solutions and Consulting. Sales of paper product are undertaken by its subsidiary APT Group and subsidiary companies in PR China. E-Commerce Solutions comprises revenue from web-site development contracts and maintenance contracts. The Consulting segment comprises services rendered for provision of information on property exchange matters.

Each segment is managed separately because each business requires different technology and marketing strategies. The Company evaluates performance based on operating earnings of the respective business units. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The corporate assets include primarily cash and cash equivalents and deposits and other receivables. There were no significant intercompany transactions during any of the reported periods. In determining operating income (loss) by reportable segment, general corporate expenses and other income and expense items of a non-operating nature are not considered; as such items are not allocated to the Company's segments.

Based on the revenue information from 2013 and 2012, the Company generated over 90% revenue from APT Group companies which is operating the sales of paper products. Moreover, the Company generated over 90% of revenue from PR China. Accordingly, the Company is not required to provide segment information on product or geographic category.

18. IMPAIRMENT OF INVESTMENT IN ASSOCIATED AND SUBSIDIARY COMPANIES

On February 17, 2012, the entire investment in China Equity Platform Holding Group Limited was disposed for approximated US$1,600,128 (RMB 10,000,000). PREC was included in this disposal transaction.

During the fiscal year ended June 30, 2013, the company impaired the investment in APT paper group limited including the Su Zhou Eastern Sunrise Company Limited, ShenZhen Jin Li Honeycomb Paper Products Equipments Company Limited, Jin Long Paper Products Company Limited and Ho Ni Long Honeycomb Paper Product (Shenzhen) Company Limited. The total loss on the impairment disposal of these four subsidiaries was $10,711,377.

78

UNI CORE HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2012 AND 2011

(Stated in US Dollars)

19. GOING CONCERN

As shown in the accompanying consolidated financial statements, the Company incurred a net loss of $14,052,917 for the year ended June 30, 2013 and has an accumulated deficit of $75,281,821 as of June 30, 2013. The Company also continues to experience negative cash flows from operations. The Company will be required to raise additional capital to fund its operations, and will continue to attempt to raise capital resources from both related and unrelated parties until such time as the Company is able to generate revenues sufficient to maintain itself as a viable entity. These factors have raised substantial doubt about the Company's ability to continue as a going concern. There can be no assurances that the Company will be able to raise additional capital or achieve profitability. These consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company plans to strengthen its core business, control its overall expenditures, improve the efficiency of its operations and continue its efforts to expand by acquiring other business opportunities.

20. SUBSEQUENT EVENT

The audit procedure of the investment cooperation agreement with the shareholders of Shaanxi Prosperous Agriculture Company Limited to acquire 51% equity of Shaanxi Prosperous Agriculture Company Limited has finished on June 30, 2013. On July 10, 2013, the Company announced the completion and filed Form 8K to SEC on July 18, 2013.

On July 21, 2013, the Company sold the Qingdao Eastern Sunrise Company Limited to an investor at $1,544,360 (RMB 9,500,000). The first installment US$406,410 (RMB 2,500,000) was received on September 30, 2013.

The Company has evaluated all other subsequent events through October 11, 2013 the date these consolidated financial statements were issued, and determined that there were no other subsequent events or transactions that require recognition or disclosures in the financial statements except the above- mentioned matters.

79

Item 15. Exhibits and Financial Statement Schedules (II)

The following audited financial statements are filed as part of this annual report:

	PAGE
STATEMENTS OF ASSETS, LIABILITIES AND EQUITY	81 - 82
STATEMENTS OFoperations	83
Statement of cash flows	84

80

SHAANXI PROSPEROUS AGRICULTURE COMPANY LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

AS AT JUNE 30, 2013

(Stated in US Dollars)

ASSETS
Current assets
Cash and cash equivalents	$	10,654
Accounts receivable, net		32,197
Deposits, prepayment and other receivables		669,323
Inventory		8,312
Total current assets	$	720,486
Plant and equipment, net		28,884
Intangible assets, net		5,040
TOTAL ASSETS	$	754,410
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	140,708
Accrued liabilities and other payable		1,971,123
Customers deposits		199,306
Business and other taxes payable		1,211
Total current liabilities	$	2,312,348
TOTAL LIABILITIES	$	2,312,348

81

SHAANXI PROSPEROUS AGRICULTURE COMPANY LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

AS AT JUNE 30, 2013

(Stated in US Dollars)

STOCKHOLDERS’ EQUITY
Registered capital	$	485,382
Additional paid-in capital		-
Accumulated deficit		(2,086,406	)
Non-control interest		43,086
	$	(1,557,938	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	754,410

82

SHAANXI PROSPEROUS AGRICULTURE COMPANY LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE LOSS

FOR THE PERIOD FROM JANUARY 1 TO JUNE 30, 2013

(Stated in US Dollars)

Net revenues	$	33,440
Cost of net revenues		(1,873	)
Gross profits	$	31,567
Selling, general and administrative expenses		(279,796	)
Loss from operations	$	(248,229	)
Interest income		40
Loss before income taxes	$	(248,189	)
Income taxes		-
Net loss	$	(248,189	)
Net loss per share:
-Basic and diluted	$	(0.0827	)
Weighted average no. of common stock -Basic and diluted		3,000,000

83

SHAANXI PROSPEROUS AGRICULTURE COMPANY LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE PERIOD FROM JANUARY 1 TO JUNE 30, 2013

(Stated in US Dollars)

Cash flows from operating activities
Net loss		$	(248,189	)
Amortization of intangible assets			470
Depreciation			6,972
Adjustments to reconcile net loss to net cash provided by operating activities:	��
Accounts receivable, net			16,883
Deposits, prepayment and other receivable			(26,106	)
Inventory			74,849
Accounts payables			(33,080	)
Accrued liabilities and other payable			125,866
Net cash used in operating activities		$	(82,335	)
Net cash provided by investing activities		$	-
Cash flows from financing activities
Net decrease in cash and cash equivalents		$	(82,335	)
Effect of foreign currency translation on cash and cash equivalents			-
Cash and cash equivalents–beginning of year			92,989
Cash and cash equivalents–end of period		$	10,654
Supplementary cash flow information:
Interest received		$	40
Interest expense			-

84

SIGNATURES

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

UNI CORE HOLDINGS CORPORATION
By:	/s/ Peng I-Hsiu
	Peng I-Hsiu
	Chief Executive Officer
By:	/s/ Liu Yi-Sun
	Liu Yi-Sun
	Chief Financial Officer

Dated: October 12, 2013

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

Signature	Title	Date: October 12, 2013
/s/ Fred Peck	Director
Fred Peck
/s/ Peng I-Hsiu	Chief Executive Officer
Peng I-Hsiu
/s/Hiroshi Shinohara	Director
Hiroshi Shinohara

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