ITEM 1. DESCRIPTION OF BUSINESS.
CAUTIONARY STATEMENT FOR PURPOSES OF "SAFE HARBOR PROVISIONS" OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.
Certain statements contained in this Annual Report on Securities and Exchange Commission ("SEC") Form 10-K constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different than any expressed or implied by these forward-looking statements. These statements may be contained in our filings with the Securities and Exchange Commission, press releases, and written or oral presentations made by our representatives to analysts, rating agencies, stockholders, news organizations and others. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "intend", "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "continue," or the negative of these terms or other comparable terminology. Although we believe that the expectations in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements
Business
Uniwell Electronic Corporation formerly Nitar Tech. Corp. is a Delaware corporation organized January 12, 2004.
From 1995 to the end of December 1999 Luiz O. Brasil and Jose Gustavo Brasil operated Labtech Systems as sole proprietors developing Internet Technology to enhance productivity for various clients. In January 2000 Luiz and Gustavo Brasil jointly transferred their Technology into Labtech Systems Inc., a corporation registered in the Province of Ontario, Canada. Labtech had two (2) lines of business operational; System Consulting and Customized Software Design and Development
On July 22, 2004, Nitar entered into an agreement with Labtech whereby Nitar exchanged 7,030,000 of its shares for all of Labtech’s issued and outstanding stock. As part of this agreement Labtech transferred and assigned to Nitar all of its products and existing consulting contracts. Currently Nitar’s sources of revenue are “System Consulting” (customized software design).
On December 22nd of 2004 NITAR signed a Letter of Intent to acquire Connect Education Systems Inc. Connect Education Systems Inc. owns the software EducationOnTime. This software was developed in Brasil where it is distributed exclusively by Cenecte Educacao of Sao Paulo Brazil with more the 300,000 subscriber. Effective March 6, 2006, Issuer terminated the said Letter of Intent to acquire Connect Education Systems, Inc. Pursuant to the applicable provisions of the said LOI, all content of the Education On Time educational software had to be translated from Portuguese to English before the closing of the LOI. NITAR came to the conclusion that the translation cannot be accomplished at the time that would satisfy the LOI. NITAR did not incur any cost related to the termination of the LOI.
On August 11, 2009, Winscon Electronics Co. Ltd. (“Winscon”), formerly Nitar Tech Corp., negotiated a settlement with Murjan Investments LLC (“Murjan”), whereby Murjan has agreed to accept 13,750,000 restricted common
shares of Winscon as settlement in full regarding $385,000, plus accumulated interests and costs, owed to Murjan, resulting from a contractual obligation entered into on July 6, 2005.
In August 2009 the Company entered into an exchange agreement with Winscon Electronics (Huizhou) Co., Ltd, ("Winscon") to acquire 80% of the assets of Winscon in exchange for 6,000,000 shares of Nitar.
On November 11, 2009, Winscon Electronics Co. Ltd. (“Winscon”) formerly Nitar Tech, Corp., negotiated a settlement with Visionary Investment Group Inc. (“Visionary”)whereby Visionary has agreed to accept 4,600,000 restricted common shares of Winscon as settlement in full regarding $180,000, plus accumulated interest and costs, owed to Visionary, resulting from a contractual obligation entered into on August 9, 2006.
Winscon Electronics Co. Ltd. (“Winscon”) entered into a Letter of Intent to Purchase, dated January 14, 2010, with Cotronic Manufacturing Co. Ltd. (“Cotronic”), a Taiwan corporation; for the purpose of setting forth the terms and conditions upon which Winscon Electronics Co. Ltd. (“Winscon”) will acquire from Cotronic 100% of all the assets and equity of Cotronic.
In May 2010 the Company effectively sold off all of its assets and paid all of its liabilities at that time.
The Company has entered into a Definitive Agreement for the Exchange of Common Stock with Uniwell (Chong’s) International Holdings Ltd. The agreement will become effective as of July 30, 2010.
On July 27, 2010, the Company changed its name to Uniwell Electronic Corporation.
Effective September 15, 2010, Uniwell Electronic Corporation (formerly Winscon Electronics Co. Ltd.) terminated the Letter of Intent to Purchase, dated January 14, 2010, with Cotronic Manufacturing Co. Ltd. (“Cotronic”), a Taiwan corporation. There is no material relationship between the registrant or its affiliates and any of the parties other than in respect of the material definitive agreement.
Subsequent to May 2010 the Company has been actively seeking a new acquisition to bring a viable business into it.
As of this September 2013, the Company has not finalized any new acquisitions.
Item 2.
Item 2. Properties
At this time there are no properties in the name of the Company as the Company has no assets.
Item 3.
Item 3. Legal Proceedings
None
Item 4.
Item 4. Mining Safety Disclosures
Not applicable
Item 5.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchasers of Equity Securities
The Company trades under the symbol UNWL on the OTC Pink Sheets and at present there is no trading activity. No dividends have been declared or paid on the Company's securities, and it is not anticipated that any dividends will be declared or paid in the foreseeable future.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Note Regarding Forward Looking Statements.
This annual report on Form 10-K of UNIWELL ELECTRIC CORPORATION for the year ended July 31, 2010, contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. To the extent that such statements are not recitations of historical fact, such statements constitute forward-looking statements which, by definition, involve risks and uncertainties. In particular, statements under the Sections; Description of Business, Management's Discussion and Analysis of Financial Condition and Results of Operations contain forward-looking statements. Where, in any forward-looking statement, the Company expresses an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will result or be achieved or accomplished.
The following are factors that could cause actual results or events to differ materially from those anticipated, and include but are not limited to: general economic, financial and business conditions; changes in and compliance with governmental regulations; changes in tax laws; and the costs and effects of legal proceedings.
(a)
an abrupt economic change resulting in an unexpected downturn in demand;
(b)
governmental restrictions or excessive taxes on land;
(c)
over-abundance of companies developing commercial properties to lease space or sell the developed building;
(d)
economic resources to support the development of our projects;
(e)
expansion plans, access to potential clients, and advances in technology; and
(f)
lack of working capital that could hinder the land acquisition for development of our projects.
Financial information provided in this Form 10-K, for periods subsequent to July 31, 2010, is preliminary and remains subject to audit. As such, this information is not final or complete, and remains subject to change, possibly materially.
The following management’s discussion, analysis of financial condition should be read in conjunction with our financial statements and notes thereto contained elsewhere in this report.
Results of Operations
TWELVE MONTH PERIOD ENDED JULY 31, 2010 COMPARED TO THE SAME PERIOD ENDED JULY 31, 2009
Revenues
During the twelve months ended July 31, 2010 the Company generated revenues of $2,066,974 compared to $3,077,012 in the period ended July 31, 2009. The decrease was a result of the discontinuation of the business in May 2010.
Cost of Revenues
The Company incurred cost of revenues of $1,725,519 for the twelve month period ended July 31, 2010 and for the period July 31, 2009 was $2,596,801. The decrease was a result of the discontinuation of the business in May 2010.
General and Administrative
In the twelve month period ended July 31, 2010, general and administrative expenses decreased by $177,403 over the same period in 2009. The decrease in general and administrative expense in the current twelve month period is due to downsizing and the discontinuation of the business in May 2010.
Depreciation
There was no depreciation for the year since operations and assets ceased in May 2010.
Income Taxes
During the twelve month period ended July 31, 2010, we incurred no tax benefit nor had to record a provision for income taxes as the Company has significant loss carry forwards available to offset current net income results.
Liquidity and Capital Resources
The Company anticipates that its cash needs over the next 12 months will be met by primarily from a combination of and shareholder loans and investment banking.
If the Company is unable to obtain additional funding sources of debt and equity capital, then the failure to obtain this funding could have a material adverse effect on the Company’s business and this may force the Company to reorganize, or to reduce the cost of all operations to a lower level of expenditure which may have the effect of reducing the Company’s expected revenues and net income for the fiscal year 2011.
Item 8
Item 8 Financial Statements and Supplementary Data.
Below are the financial statements for the Company:
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
UNIWELL ELECTRONIC CORPORATION
Notes to Financial Statements
July 31, 2010
(Unaudited)
1.
ORGANIZATION AND BUSINESS BACKGROUND
Uniwell Electronic Corporation, (“Company”) was incorporated as a Sino-American joint venture with a limited liability in People’s Republic of China on September 30, 2005. The Company is located in Huizhou, Guangdong and principally engaged in manufacturing various printed flexible circuits.
As reflected in the accompanying combined financial statements, the Company has accumulated deficits of $2,429,784 at July 31, 2010. The Company’s owners have funded the losses and cash shortfalls allowing management to develop sales and contingencies plans. The Company is also arranging for additional funding. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a.
Basis of Preparation
The accompanying financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America ("US GAAP").
In the opinion of the management, the financial statements reflect all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position of the Company as of July 31, 2010, and the results of operations and cash flows for the twelve months ended July 31, 2010.
b.
Reclassification
Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported losses.
c.
Use of Estimates
In preparing these financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the year reported. Actual results may differ from these estimates. The Company regularly evaluates estimates and assumptions related to obsolete inventory, useful life and recoverability of long lived assets, and goodwill. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
d.
Subsequent Events
The Company has evaluated subsequent events through the date that these financial statements were issued, which was July 18, 2013, the date of the Company’s Annual Report for the year ended July 31, 2010
e.
Fair Value of Financial Instruments
The Company adopted the standard “Fair Value Measurements”, codified with ASC 820 and effective January 1, 2008. The provisions of ASC 820 are to be applied prospectively.
ASC 820 clarifies that fair value is an estimate of the exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants (i.e., the exit price at the measurement date). Under ASC 820, fair value measurements are not adjusted for transaction cost. ASC 820 provides for use of a fair value hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three levels:
Level 1:
Unadjusted quoted prices in active markets for identical assets or liabilities
Level 2:
Input other than quoted market prices that are observable, either directly or indirectly, and reasonably available. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the Company.
Level 3:
Unobservable inputs. Unobservable inputs reflect the assumptions that the Company develops based on available information about what market participants would use in valuing the asset or liability.
An asset or liability’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Availability of observable inputs can vary and is affected by a variety of factors. The Company uses judgment in determining fair value of assets and liabilities and Level 3 assets and liabilities involve greater judgment than Level 1 and Level 2 assets or liabilities.
f.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, demand deposits with banks and liquid investments with an original maturity of three months or less.
g.
Comprehensive income
The standard, “Reporting Comprehensive Income”, codified with ASC 220, requires disclosure of all components of comprehensive income and loss on an annual and interim basis. Comprehensive income and loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. The comprehensive income arose from the effect of foreign currency translation adjustments.
h.
Revenue recognition
The Company generates revenues from the sales of printed flexible circuits. Sales are recognized when the following four revenue criteria are met: persuasive evidence of an arrangement exists, delivery has occurred, the selling price is fixed or determinable, and collectability is reasonably assured. Sales are presented net of value added tax (VAT). No return allowance is made as products returns are insignificant based on historical experience.
i.
Income taxes
The Company accounts for income taxes in accordance with the standard, "Accounting for Income Taxes.", codified with ASC 740, requires an asset and liability approach for financial accounting and reporting for income taxes and allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Group is able to realize their benefits, or that future deductibility is uncertain.
j.
Foreign currency translation
The reporting currency is the U.S. dollar. The functional currency of the Company is the local currency, the Chinese Renminbi (“RMB”). The financial statements of the Company are translated into United States dollars in accordance with the standard, “Foreign Currency Translation”, codified with ASC 830, using year-end rates of exchange for assets and liabilities, and average rates of exchange for the period for revenues, costs, and expenses and historical rates for the equity. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income. At July 31, 2010 and July 31, 2009, the cumulative translation adjustments of
$144,573 and $144,573, respectively, were classified as items of accumulated other comprehensive income in the owners’ equity section of the balance sheet.
The exchange rates used to translate amounts in RMB into U.S. dollars for the purposes of preparing the financial statements were as follows: As of July 31, 2010 and July 31, 2009, the Company used the period-end rates of exchange for assets and liabilities of $1 to RMB6.82679 and $1 to RMB6.83208 respectively. For the year ended July 31, 2010 and 2009, the Company used the period’s average rate of exchange to convert revenues, costs, and expenses of $1 to RMB6.8283 and $1 to RMB6.8386, respectively. The Company used historical rates for equity.
k.
Related parties
A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.
l.
Recently issued accounting pronouncements
Accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption.
3.
CONCENTRATION OF CREDIT RISK
Financial instruments which potentially expose the Company to concentrations of credit risk, consists of cash as of July 31, 2010. The Company performs ongoing evaluations of its cash position to minimize losses.
A portion of the Company’s cash at July 31, 2010 is maintained at various financial institutions in the PRC which do not provide insurance for amounts on deposit. The Company has not experienced any losses in such accounts and believes it is not exposed to significant credit risk in this area.
For the twelve months ended July 31, 2010 and 2009, the Company’s sales were mainly made to customers located in the PRC.
Item 9A.
Item 9A. CONTROLS AND PROCEDURES.
Reference is made to the disclosures below under Item 9A(T) Controls and Procedures.
Item 9A(T). Controls and Procedures.
Disclosure Controls and Procedures
Our President being the sole member of our management, in his capacity as our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report (July 31, 2010), as is defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Our disclosure controls and procedures are intended to ensure that the information we are required to disclose in the reports that we file or submit under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and (ii) accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as the principal executive and financial officers, respectively, to allow timely decisions regarding required disclosures.
Based on that evaluation, our President concluded that, as of the end of the period covered by this Annual Report, our disclosure controls and procedures were ineffective.
Our management has concluded that the financial statements included in this Form 10-K present fairly, in all material respects our financial position, results of operations and cash flows for the periods presented in conformity with generally accepted accounting principles.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles.
Our President conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) as set forth in Internal Control - Integrated Framework. Based on our evaluation under the framework in Internal Control - Integrated Framework, our management concluded that our internal control over financial reporting was adequate
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
Our management’s report was not subject to audit or attestation by a registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this annual report.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Evaluation of Changes in Internal Control over Financial Reporting
Our President also conducted an evaluation of our internal control over financial reporting to determine whether any change occurred during the fourth quarter of 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Based on that evaluation, our management concluded that there were no changes.
We acknowledge that the failure to perform management’s assessment adversely affects the company’s and its shareholders ability to avail themselves of rules and forms that are predicated on the current or timely filing of Exchange Act reports
PART III
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION.
None
COMPENSATION OF DIRECTORS
Directors do not receive compensation but are reimbursed for their expenses for each meeting of the board meeting that they attend.
STOCK OPTION PLANS
None
PART IV
Item 15.
Item 15. Exhibits
31.1
Certification
32.1
Certification
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.
UNIWELL ELECTRONIC CORPORATION
Dated: September 5, 2013
s/s Luiz Brasil
Luiz Brasil, President
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
SIGNATURE
TITLE
DATE
----------------
---------
---------
Chairman, President,
Secretary and
Chief Executive Officer
/s/ Luiz Brasil
(Principal Executive
----------------------------
and Accounting Officer)
September 5, 2013
Luiz Brasil