April 30, 2013
United States Securities and Exchange Commission
Division of Corporate Finance
Washington, D.C. 20549
Attn: Mr. Larry Spirgel
Re:
Uni Core Holdings Corporation
Form 10-K for fiscal year ended June 30, 2012
Filed October 15, 2012
Form 10-Q for the quarterly period ended December 31, 2012
Filed February 7, 2013
File No. 0-30430
Dear Mr. Spirgle:
We address here in the order in which they were raised the two comments from your letter of March 5, 2013.
Form 10-Q for the quarterly period ended December 31, 2012
Item 2. Management’s Discussion and Analysis or Plan of Operations, page 16
Overview, page 17
1.
We will amend our Form 10-Q for the quarterly period ended December 31, 2012 to ensure accuracy in the management’s discussion and analysis or plan of operations. We note that the company is not a shell company due to, among other things, its APT paper business which is divided into three independently operating units in three separate locations, i.e. Shenzhen, Suzhou and Qingdao; only one of which, Shenzhen, went into bankruptcy. If all the other units stop running, and we have not engaged in other business activities, we will become a shell company. Additionally we note that our auditors requested that we keep certain information in our report for prior period comparison purposes so as to comply with Regulation S-K Item 905 “Comparative Information”. We will also include details regarding certain recent developments, to provide further disclosure. Once the information falls out of the comparative period, we will remove them right away.
Exhibits 31.1, 31.2, 32.1, and 32.2
2.
We are filing concurrently herewith, revised Exhibits, therein using the correct name of the company.
As requested, in providing this response we acknowledge that: (i) The company is responsible for the adequacy and accuracy of the disclosures in these filings, (ii) staff comments or changes to these disclosures in response to staff comments do not foreclose the Commission from taking any action with respect to these filings, and (iii) the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please feel free to contact the undersigned should you have any further questions.
Yours faithfully,
For and on behalf of
Uni Core Holdings Corporation
/s/ THOMAS LEE
Thomas Lee
Chief Financial Officer
1
