UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q



QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended January 31, 2012



TRANSITION REPORT PURSUANT TO SECTION 13 OR

15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



Commission file number 333-127170



UNIWELL ELECTRONIC CORPORATION

(Exact name of small business issuer as specified in its charter)

Delaware                  n/a                       98-0476582

----------------    ----------------------------      ----------------

(State or other     (Primary Standard Industrial      (I.R.S. Employer

jurisdiction of      Classification Code Number)       Identification

incorporation                                                         Code Number)



or organization)





1896 Stoneybrook Court,

Mississauga, ON L5L 3W2

905-824-6200



(Registrants telephone number, including area code)



Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the last 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 whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)  Yes  X  No



The number of shares of Common Stock, no par value, outstanding on was 21,180,294 shares as of January 31, 2012.



Transitional Small Business Disclosure Format (check one):  Yes  X  No





























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PART I  FINANCIAL INFORMATION



Item 1. Financial Statements.



|                                                                    |                                                                                                        
|------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------
|Our financial statements included in this Form 10-Q are as follows:
|                                                                    | Balance Sheets as of January 31, 2012 (unaudited) and July 31, 2011 (unaudited);                       
|                                                                    | Statements of Operations for the three months and six months ended January 31, 2012 and 2011(unaudited)
|                                                                    | Statement of Stockholders Equity from July 31, 2008 to January 31, 2012 (unaudited);                  
|                                                                    | Statements of Cash Flows for the six months ended January 31, 2012 and 2011 (unaudited);               
|                                                                    | Notes to Financial Statements;                                                                         



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|                                           |                                                                 |  |                         |                           |                               |                          |                         |                        
|------------------------------------------ | --------------------------------------------------------------- |  | ----------------------- | ------------------------- | ----------------------------- | ------------------------ | ----------------------- | -----------------------
|UNIWELL ELECTRONIC CORPORATION             |                                                                 |  |                         |                          
|Balance Sheets (Unaudited)                 |                                                                 |  |                         |                           |                               |                         
|(all in USD)                               |                                                                 |  |                         |                           |                               |                          |                        
|                                           |                                                                 |  |                         |                           |                               |                          | 31-Jan-12               | 31-Jul-11              
|                                           |                                                                 |  |                         |                           |                               |                          |                         |                        
|Current Assets                             |                                                                 |  |                         |                           |                               |                          |                        
|                                           | Cash and Cash Equivalents                                       |  |                         |                           |                               | $                28,826  | $                28,826
|                                           |                                                                 |  |                         |                           |                               |                          |                         |                        
|Total Current Assets                       |                                                                 |  |                         |                           | $                28,826       | $                28,826 
|                                           |                                                                 |  |                         |                           |                               |                          |                         |                        
|                                           | Property and Equipment - Net of Accumulated Depreciation        |  | 0                       | 0                        
|                                           |                                                                 |  |                         |                           |                               |                          |                         |                        
|Total Assets                               |                                                                 |  |                         |                           |                               | $                28,826  | $                28,826
|                                           |                                                                 |  |                         |                           |                               |                          |                         |                        
|Current Liabilities                        |                                                                 |  |                         |                           |                               |                         
|                                           | Accounts Payable and Accrued Liabilities                        |  |                         | $                 157,500 | $                     112,500
|                                           |                                                                 |  |                         |                           |                               |                          |                         |                        
|Total Current Liabilities                  |                                                                 |  |                         |                           | $157,500                      | $112,500                
|                                           |                                                                 |  |                         |                           |                               |                          |                         |                        
|Other Liabilities                          |                                                                 |  |                         |                           |                               |                         
|                                           | Long Term Notes Payable                                         |  |                         |                           |                               | $0                       | $0                     
|                                           | Shareholder Advances                                            |  |                         |                           |                               | 0                        | 0                      
|                                           |                                                                 |  |                         |                           |                               |                          |                         |                        
|Total Liabilities                          |                                                                 |  |                         |                           |                               | $157,500                 | $112,500               
|                                           |                                                                 |  |                         |                           |                               |                          |                         |                        
|Shareholders' Equity                       |                                                                 |  |                         |                           |                               |                         
|                                           | Common Stock, $0.001 par value 50,000,000 shares authorized     |  |                         |                          
|                                           | - 21,180,294 shares issued and outstanding January 31, 2012 and |  |                         |                           |                               |                          | $                21,180 | $                21,180
|                                           | July 31, 2011                                                   |  |                         |                           |                               |                          |                         |                        
|                                           | Additional Paid In Capital                                      |  |                         |                           |                               | 2,270,357                | 2,270,357              
|                                           | Retained Earnings                                               |  |                         |                           |                               | (2,564,784)              | (2,519,784)            
|                                           | Accumulated Comprehensive Income                                |  |                         |                           | 144,573                       | 144,573                 
|                                           |                                                                 |  |                         |                           |                               |                          |                         |                        
|Total Shareholders' Equity                 |                                                                 |  |                         |                           | $             (128,674)       | $               (83,674)
|                                           |                                                                 |  |                         |                           |                               |                          |                         |                        
|Total Liabilities and Shareholders' Equity |                                                                 |  | $                28,826 | $                28,826  



The accompanying notes are an integral part of these financial statements.





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|                                                        |  |            |                        |                         |           |                                |        
|------------------------------------------------------- |  | ---------- | ---------------------- | ----------------------- | --------- | ------------------------------ | -------
|UNIWELL ELECTRONIC CORPORATION                          |  |            |                        |                        
|Statement of Operations (unaudited)                     |  |            |                        |                        
|(all in USD)                                            |  |            |                        |                         |           |                                |        
|                                                        |  |            |                        |                         |           | Three Months Ended January 31,
|                                                        |  |            |                        |                         |           | 2012                           | 2011   
|                                                        |  |            |                        |                         |           |                                |        
|Net Revenues:                                           |  |            |                        |                         |           |                               
|Sales                                                   |  |            |                        |                         |           | $0                             | $0     
|                                                        |  |            |                        |                         |           |                                |        
|Total Net Revenues                                      |  |            |                        |                         |           | $0                             | $0     
|                                                        |  |            |                        |                         |           |                                |        
|Cost of Revenues and Operating Expenses:                |  |            |                        |                        
|Cost of Revenues                                        |  |            |                        |                         |           | $0                             | $0     
|General and Administrative                              |  |            |                        |                         |           | 22,500                         | 22,500 
|Exchange Loss                                           |  |            |                        |                         |           | -                              | -      
|                                                        |  |            |                        |                         |           |                                |        
|Total Operating Expenses                                |  |            |                        |                         |           | $22,500                        | $22,500
|                                                        |  |            |                        |                         |           |                                |        
|Operating (Loss) Income from Operations                 |  |            | ($22,500)              | ($22,500)              
|                                                        |  |            |                        |                         |           |                                |        
|                                                        |  |            |                        |                         |           |                                |        
|(Loss) Income Before Income Taxes                       |  |            |                        | ($22,500)               | ($22,500)
|                                                        |  |            |                        |                         |           |                                |        
|(Benefit From) Provision for Income Taxes               |  |            |                        |                         |           | 0                              | 0      
|                                                        |  |            |                        |                         |           |                                |        
|Net (Loss) Income                                       |  |            |                        |                         | ($22,500) | ($22,500)                     
|                                                        |  |            |                        |                         |           |                                |        
|Comprehensive Income                                    |  |            |                        |                         |           |                               
|Foreign Currency Translation Income                     |  |            |                        |                         |           | 0                              | 0      
|                                                        |  |            |                        |                         |           |                                |        
|Total Comprehensive Income (Loss)                       |  |            |                        | ($22,500)               | ($22,500)
|                                                        |  |            |                        |                         |           |                                |        
|Net (Loss) Income Per Share - Basic and Diluted         |  |            | $               (0.00) | $                (0.00)
|                                                        |  |            |                        |                         |           |                                |        
|Weighted Average Shares Outstanding - Basic and Diluted |  | 21,180,294 | 21,180,294            
|                                                        |  |            |                        |                         |           |                                |        











The accompanying notes are an integral part of these financial statements.





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|                                                        |  |            |                        |                         |           |                              |        
|------------------------------------------------------- |  | ---------- | ---------------------- | ----------------------- | --------- | ---------------------------- | -------
|UNIWELL ELECTRONIC CORPORATION                          |  |            |                        |                        
|Statement of Operations (unaudited)                     |  |            |                        |                        
|(all in USD)                                            |  |            |                        |                         |           |                              |        
|                                                        |  |            |                        |                         |           | Six Months Ended January 31,
|                                                        |  |            |                        |                         |           | 2012                         | 2011   
|                                                        |  |            |                        |                         |           |                              |        
|Net Revenues:                                           |  |            |                        |                         |           |                             
|Sales                                                   |  |            |                        |                         |           | $0                           | $0     
|                                                        |  |            |                        |                         |           |                              |        
|Total Net Revenues                                      |  |            |                        |                         |           | $0                           | $0     
|                                                        |  |            |                        |                         |           |                              |        
|Cost of Revenues and Operating Expenses:                |  |            |                        |                        
|Cost of Revenues                                        |  |            |                        |                         |           | $0                           | $0     
|General and Administrative                              |  |            |                        |                         |           | 45,000                       | 45,000 
|Exchange Loss                                           |  |            |                        |                         |           | 0                            | 0      
|                                                        |  |            |                        |                         |           |                              |        
|Total Operating Expenses                                |  |            |                        |                         |           | $45,000                      | $45,000
|                                                        |  |            |                        |                         |           |                              |        
|Operating (Loss) Income from Operations                 |  |            | ($45,000)              | ($45,000)              
|                                                        |  |            |                        |                         |           |                              |        
|                                                        |  |            |                        |                         |           |                              |        
|(Loss) Income Before Income Taxes                       |  |            |                        | ($45,000)               | ($45,000)
|                                                        |  |            |                        |                         |           |                              |        
|(Benefit From) Provision for Income Taxes               |  |            |                        |                         |           | 0                            | 0      
|                                                        |  |            |                        |                         |           |                              |        
|Net (Loss) Income                                       |  |            |                        |                         | ($45,000) | ($45,000)                   
|                                                        |  |            |                        |                         |           |                              |        
|Comprehensive Income                                    |  |            |                        |                         |           |                             
|Foreign Currency Translation Income                     |  |            |                        |                         |           | 0                            | 0      
|                                                        |  |            |                        |                         |           |                              |        
|Total Comprehensive Income (Loss)                       |  |            |                        | ($45,000)               | ($45,000)
|                                                        |  |            |                        |                         |           |                              |        
|Net (Loss) Income Per Share - Basic and Diluted         |  |            | $               (0.00) | $                (0.00)
|                                                        |  |            |                        |                         |           |                              |        
|Weighted Average Shares Outstanding - Basic and Diluted |  | 21,180,294 | 21,180,294            
|                                                        |  |            |                        |                         |           |                              |        







The accompanying notes are an integral part of these financial statements.





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|                                               |              |                  |                            |                       |                                        |                  
|---------------------------------------------- | ------------ | ---------------- | -------------------------- | --------------------- | -------------------------------------- | -----------------
|UNIWELL ELECTRONIC CORPORATION                 |              |                  |                            |                       |                                       
|Statements of Stockholders' Equity (unaudited) |              |                  |                            |                       |                                       
|(all in USD)                                   |              |                  |                            |                       |                                        |                  
|                                               |              |                  |                            |                       |                                        |                  
|                                               | Common Stock |                  |                            |                       |                                       
|                                               | Shares       | Amount           | Additional Paid in Capital | Retained Earnings     | Accumulated Other Comprehensive Income | Total            
|Balance, July 31, 2008                         | 21,180,294   | $         21,180 | $       1,774,313          | $         (1,397,681) | $            144,448                   | $         542,260
|Capital contribution during the year           |              |                  | 245,053                    |                       |                                        | 245,053          
|Net loss for the year                          |              |                  |                            | (319,826)             |                                        | (319,826)        
|Currency translation adjustment                |              |                  |                            |                       | 125                                    | 125              
|Balance, July 31, 2009                         | 21,180,294   | 21,180           | 2,019,366                  | (1,717,507)           | 144,573                                | 467,612          
|Capital contribution during the year           |              |                  | 250,991                    |                       |                                        | 250,991          
|Net loss for the year                          |              |                  |                            | (712,277)             |                                        | (712,277)        
|Balance, July 31, 2010                         | 21,180,294   | 21,180           | 2,270,357                  | (2,429,784)           | 144,573                                | 6,326            
|Capital contribution during the year           |              |                  |                            |                       |                                        | 0                
|Net loss for the year                          |              |                  |                            | (90,000)              |                                        | (90,000)         
|Balance, July 31, 2011                         | 21,180,294   | 21,180           | 2,270,357                  | (2,519,784)           | 144,573                                | (83,674)         
|                                               |              |                  |                            |                       |                                        |                  
|Net loss - January 31, 2012                    |              |                  |                            | (45,000)              |                                        | (45,000)         
|                                               |              |                  |                            |                       |                                        |                  
|Balance, January 31, 2012                      | 21,180,294   | $         21,180 | $       2,270,357          | $         (2,564,784) | $            144,573                   | $       (128,674)























The accompanying notes are an integral part of these financial statements.





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|                                               |                        |                       |        |                              |                      
|---------------------------------------------- | ---------------------- | --------------------- | ------ | ---------------------------- | ---------------------
|UNIWELL ELECTRONIC CORPORATION                 |                        |                      
|Statement of Cash Flows (unaudited)            |                        |                      
|(all in USD)                                   |                        |                       |        |                              |                      
|                                               |                        |                       |        | Six months ended January 31,
|                                               |                        |                       |        | 2012                         | 2011                 
|                                               |                        |                       |        |                              |                      
|CASH FLOWS FROM OPERATING ACTIVITIES:          |                        |                      
|Net Income (Loss)                              |                        |                       |        | $           (45,000)         | $          (45,000)  
|                                               |                        |                       |        |                              |                      
|Changes in Operating Assets and Liabilities    |                        |                       |        |                              |                      
|Accounts Payable & Accrued Liabilities         |                        |                       | 45,000 | 45,000                      
|                                               |                        |                       |        |                              |                      
|NET CASH FLOWS FROM OPERATING ACTIVITIES       | $                    - | $                   -
|                                               |                        |                       |        |                              |                      
|                                               |                        |                       |        |                              |                      
|NET CHANGE IN CASH AND CASH EQUIVALENTS        | $                    - | $                   -
|                                               |                        |                       |        |                              |                      
|CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 28,826                 | 28,826               
|                                               |                        |                       |        |                              |                      
|CASH AND CASH EQUIVALENTS, END OF PERIOD       | $             28,826   | $            28,826  
|                                               |                        |                       |        |                              |                      
|                                               |                        |                       |        |                              |                      
|SUPPLEMENTAL DISCLOSURES                       |                        |                       |       
|Interest Paid                                  |                        |                       |        | $                    -       | $                   -
|Income Taxes Paid                              |                        |                       |        | -                            | -                    
|                                               |                        |                       |        |                              |                      
|NON-CASH INVESTING AND FINANCING ACTIVITIES:   |                        |                       |        |                              |                      
|Contributed Assets by Stockholders             |                        |                       |        | $                    -       | $                   -
|Contributed Services by Stockholders           |                        |                       |        | 45,000                       | 45,000               
|                                               |                        |                       |        |                              |                      











The accompanying notes are an integral part of these financial statements.





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UNIWELL ELECTRONIC CORPORATION

Notes to Interim Financial Statements

January 31, 2012

(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 $2,564,784 at January 31, 2012. 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 January 31, 2012, and the results of operations and cash flows for the six months ended January 31, 2012.

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 Quarterly Report for the six months ended January 31, 2012.



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 January 31, 2012 and July 31, 2011, the cumulative translation adjustments of $0 and $0, respectively, were classified as items of accumulated other comprehensive income in the



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owners equity section of the balance sheet. For the six months ended January 31, 2012 and 2011, other comprehensive income was $0 and $0, respectively.

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 January 31, 2012 and July 31, 2011, 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 six months ended January 31, 2012 and 2011, 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 January 31, 2012. The Company performs ongoing evaluations of its cash position to minimize losses.

A portion of the Companys cash at January 31, 2012 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.



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FORWARD-LOOKING STATEMENTS



This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.



Forward Looking Statements may include the words may, could, estimate, intend, continue, believe, expect or anticipate or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Except for our ongoing securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement.



Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any or our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The factors impacting these risks and uncertainties include, but are not limited to:



•

increased competitive pressures from existing competitors and new entrants;

•

our ability to raise adequate working capital;

•

deterioration in general or regional economic conditions;

•

adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations;

•

loss of customers or sales weakness;

•

inability to achieve sales levels or other operating results;

•

the unavailability of funds for capital expenditures; and

•

operational inefficiencies.



For a detailed description of these and other factors that could cause actual results to differ materially from those expressed in any forward-looking statement, please see Factors That May Affect Our Results of Operations in this document.



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations



Note Regarding Forward Looking Statements.



This quarterly report on Form 10-Q of UNIWELL ELECTRIC CORPORATION  for the period ended January 31, 2012, 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.







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| |     |                                                                                                            
| | --- | -----------------------------------------------------------------------------------------------------------
| | (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-Q, for periods subsequent to January 31, 2012, is preliminary and remains subject to audit. As such, this information is not final or complete, and remains subject to change, possibly materially.



Managements Discussion and Analysis of Financial Condition and Results of Operations



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

SIX MONTH PERIOD ENDED JANUARY 31, 2012 COMPARED TO THE SAME PERIOD ENDED JANUARY 31, 2011

Revenues

The Company did not have any sales during the six month period ended January 31, 2012 and no sales were recorded in the comparable period ended January 31, 2011.

Cost of Revenues

The Company did not have any cost of sales during the six month period ended January 31, 2012 and no sales were recorded in the comparable period ended January 31, 2011.



General and Administrative

The Company incurred administrative and general expenses of $45,000 and $45,000 in the respective six month periods ended January 31, 2012 and January 31, 2011, which consist entirely of legal, listing and transfer agent fees required to keep the Companys status as current.



Depreciation

There was no depreciation for the six months ended January 31, 2012, or for the prior year period ended January 31, 2011.



Other Income/Expenses

In the six months ended January 31, 2012, the Company did not have any interest income or interest expenses.



Income Taxes

During the six month period ended January 31, 2012, we incurred no tax benefit nor had to record a provision for income taxes as the Company incurred a net loss and has significant loss carry forwards available to offset current and future net income results.



Net Income



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The Company recorded a net loss for the six month period ended January 31, 2012 of $45,000  resulting from administrative, legal and listing fees required to maintain the Companys filing status up to date.  It is anticipated that this trend will continue into the next fiscal year.



Liquidity and Capital Resources

At January 31, 2012, the Company does not have any assets or liabilities. The remaining cash balance will remain in the commercial account to cover off bank fees and charges.



The Company anticipates that its cash needs over the next 12 months will be met by primarily from 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 2012.



We anticipate that our future liquidity requirements will arise from the need to fund our growth from our new operations, pay debt obligations and future capital expenditures. The primary sources of funding for such requirements are expected to be cash generated from new operations and raising additional funds from private sources and/or debt financing. However, we can provide no assurances that we will be able to generate sufficient cash flow from operations and/or obtain additional financing on terms satisfactory to us, if at all, to remain a going concern. Our continuation as a going concern is dependent upon our ability to generate sufficient cash flow to meet our obligations on a timely basis and ultimately to attain profitability.



Critical Accounting Policies and Estimates



The policies discussed below are considered by our management to be critical to an understanding of our financial statements because their application places the most significant demands on our managements judgment, with financial reporting results relying on our estimation about the effect of matters that are inherently uncertain. Specific risks for these critical accounting policies are described below. For these policies, our management cautions that future events rarely develop as forecasted, and that best estimates may routinely require adjustment.



The SEC has issued cautionary advice to elicit more precise disclosure about accounting policies management believes are most critical in portraying our financial results and in requiring managements most difficult subjective or complex judgments.



The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make judgments and estimates. On an ongoing basis, we evaluate our estimates, the most significant of which include establishing allowances for doubtful accounts and determining the recoverability of our long-lived tangible and intangible assets. The basis for our estimates are historical experience and various assumptions that are believed to be reasonable under the circumstances, given the available information at the time of the estimate, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily available from other sources. Actual results may differ from the amounts estimated and recorded in our financial statements.



We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our financial statements:



Basis of Presentation. The Company prepares its financial statements in conformity with generally accepted accounting principles in the United States of America. These principles require 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 financial statements and the reported amounts of revenues and expenses during the



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reporting period. Management believes that these estimates are reasonable and have been discussed with the Board of Directors; however, actual results could differ from those estimates.



Fair Value Instruments. The Companys balance sheets include the following financial instruments: cash, assets and liabilities of discontinued operations, and notes payable to shareholder. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. The carrying value of the loan from stockholder approximates fair value based on borrowing rates currently available to the Company for instruments with similar terms and remaining maturities.



Income Taxes.

The Company accounts for income taxes under FASB Codification Topic 740 which requires use of the liability method. Topic 740 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purpose, referred to as temporary differences. Deferred tax assets and liabilities at the end of each period are determined using the currently enacted tax rates applied to taxable income in the periods in which the deferred tax assets and liabilities are expected to be settled or realized. A valuation allowance may be applied against the net deferred tax due to the uncertainty of its ultimate realization.



Off-Balance Sheet Arrangements

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



Reclassification of Discontinued Operations

In accordance with the rules regarding the presentation of discontinued operations the assets, liabilities and activity of the business have been reclassified as a discontinued operation for all periods presented.



Item 3. Quantitative and Qualitative Disclosures About Market Risk.



We are a Smaller Reporting Company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.



Item 4. Controls and Procedures.



(a) Managements Conclusions Regarding Effectiveness of Disclosure Controls and Procedures.



The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Companys internal control over financial reporting is a process designed under the supervision of the Companys Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Companys financial statements for external purposes in accordance with U.S. generally accepted accounting principles.



With respect to the period ending January 31, 2012, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934.



Based upon our evaluation regarding the period ending January 31, 2012, the Companys management, including its Chief Executive Officer and Chief Financial Officer, has concluded that its disclosure controls and procedures were not effective due to the Companys limited internal resources and lack of ability to have multiple levels of transaction review. Through the use of external consultants and the review process, management believes that the financial statements and other information presented herewith are materially correct.



The Companys disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives. However, the Companys management, including its Chief Executive Officer and Chief Financial



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Officer, does not expect that its disclosure controls and procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefit of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.



(b) Changes in Internal Controls.



There have been no changes in the Companys internal control over financial reporting during the period ended January 31, 2012 that have materially affected, or are reasonably likely to materially affect, the Companys internal controls over financial report



PART II  OTHER INFORMATION



Item 1. Legal Proceedings.



None.



Item 1A. Risk Factors.



We believe there are no changes that constitute material changes from the risk factors previously disclosed in the Companys 2011 Annual Report filed on Form 10-K.



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



During the six month period ending January 31, 2012, the Company did not issue any unregistered shares of its common stock.



Item 3. Defaults Upon Senior Securities



None.



Item 4. Mining Safety Disclosures.



None.



Item 5. Other Information.



None.

Item 6.  Exhibits and Reports on Form 8-K.



Exhibits



|               |  |                                                                
|-------------- |  | ---------------------------------------------------------------
|Exhibit number |  | Exhibit description                                            
|               |  |                                                                
|31.1           |  | Certification pursuant to Section 302 of the Sarbanes-Oxley Act
|               |  |                                                                
|32.1           |  | Certification pursuant to Section 906 of the Sarbanes-Oxley Act





No reports on Form 8-K



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SIGNATURES



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







UNIWELL ELECTRONIC CORPORATION.





By:/s/ Luiz Brasil



Luiz Brasil, President,



Chief Executive Officer

Chief Financial Officer



Date: September 5, 2013