SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549


FORM
10-K




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


For the
fiscal year ended June 30, 2010


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


For the
transition period from ________________ to __________________


Commission
File Number 0-30430




Uni Core Holdings
Corporation




(Exact
name of registrant as specified in its charter)




Formerly
known as “Intermost Corporation”




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





Suite
5204, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong


(Address
of principal executive offices, including zip code)


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




Securities
pursuant to section 12(b) of the Act:


NONE




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


Common
Stock, $0.001 par value




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


Yes
       ̈
            No
       ̈


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




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





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


Large
      accelerated filer  ̈
            Accelerated
      filer   ̈Non-accelerated
      filer  ̈
            (Do
      not check if a smaller reporting company)
            Smaller
      reporting company x




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


Yes
       ̈
            No
      x





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and ask price of such common equity: As of
September 30, 2010, the aggregate value of voting and non-voting common equity
held by non-affiliates was $76,378,071.





TABLE
OF CONTENTS





PagePART
      IITEM
      1.
                                BUSINESS
                                5ITEM
      1A.
                                RISK
      FACTORS
                                11ITEM
      1B.
                                UNRESOLVED
      STAFF COMMENTS
                                14ITEM
      2.
                                PROPERTY
                                14ITEM
      3.
                                LEGAL
      PROCEEDINGS
                                15ITEM
      4.
                                (REMOVED
      AND RESERVED)
                                16PART
      IIITEM
      5.
                                MARKET
      FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY SECURITIES
                                17ITEM
      6.
                                SELECTED
      FINANCIAL DATA
                                18ITEM
      7.
                                MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
                                18ITEM
      7A.
                                QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
                                24ITEM
      8.
                                FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA
                                24ITEM
      9.
                                CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
                                24ITEM
      9A.
                                CONTROLS
      AND PROCEDURES
                                24ITEM
      9B.
                                OTHER
      INFORMATION
                                25PART
      IIIITEM10.
                                DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
                                26ITEM
      11.
                                EXECUTIVE
      COMPENSATION
                                28ITEM
      12.
                                SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS
                                30ITEM
      13.
                                CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE
                                31ITEM
      14.
                                PRINCIPAL
      ACCOUNTANT FEES AND SERVICES
                                31PART
      IVITEM
      15
                                EXHIBITS
      AND FINANCIAL STATEMENT SCHEDULES
                                32SIGNATURES
      AND EXHIBITS
                                72




2





Note
Regarding Forward Looking Statements





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





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





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





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





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





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





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





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





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





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


3


Information
on Currency Translation





All
amounts are in Renminbi (“Rmb”) unless indicated to be in United States Dollars
(“$” or “US$”). Our sales are principally in Renminbi. The translation of
Renminbi amounts into US dollars are for reference purposes only and have been
made at the exchange rate of Rmb6.7813 for US$1.  The People’s Bank of
China sets and publishes daily a base exchange rate with reference primarily to
the supply and demand of Renminbi against the United States dollar in the market
during the prior day.  The People’s Bank of China also takes into
account other factors such as the general conditions existing in the
international foreign exchange markets.  Although Chinese governmental
policies were introduced in 1996 to reduce restrictions on the convertibility of
Renminbi into foreign currency for current amount items, conversion of Renminbi
into any other currency for capital items, such as foreign direct investment,
loans or security, requires the approval of the State Administration for Foreign
Exchange.  Renminbi which had been tightly pegged at Rmb8.28 for US$1
for the previous decade, was revalued on July 21, 2005 to Rmb8.11 for US$1
following the removal of the peg to the US dollar and pressure for the United
States.  The Peoples Bank of China also announced that the Renminbi
would be pegged to a basket of foreign currencies, rather than being strictly
tied to the US dollar and would trade within a narrow 0.3% band against this
basket of currencies, which is dominated by the US dollar, Euro, Japanese Yen
and South Korean Won, with a smaller proportion made up of the British pound,
Thai Baht and Russian Ruble.  The translation of Renminbi amounts in
this Annual Report on Form 10-K is not a representation that the Renminbi
amounts could actually be converted into United States dollars at that rate or
at any other rate on that date or on any other date.




4


PART
I





ITEM
      1.
            BUSINESS





History
and Development of the Company





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





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





In
February 2003, the Company reincorporated from Utah to the State of
Wyoming.





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





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





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




5


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





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





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





On May
23, 2006, UCHC signed an agreement to sell the 25% shareholding investment in
Shanghai Fortune to Mr. Li Laohu.  The net asset value of Shanghai
Fortune as of December 31, 2005, the latest audited financial statements date,
was Rmb21,957,791.  The consideration received by UCHC for the sale of
the 25% shareholding was agreed at redemption of 6,500,000 shares of restricted
common stock of UCHC with a value of US$0.18 per share, which was the closing
price of UCHC share of common stock as of May 23, 2006, held and transferred by
Mr. Li Laohu, Mr. Li Xiaoqin and Ms. Huang Xiujuan.





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





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





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





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




6


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





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





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





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





On
January 6, 2005, all necessary government approvals were obtained to complete
the transfer of 80% of the issued and outstanding shares of Hainan Concord
Financial Products Development Co., Ltd. (“Hainan Concord”) from Guangzhou Ditai
Communication Co., Ltd. and Zhai Xiya to IMOT Technology.  Pursuant to
the Share Transfer Agreement signed on December 11, 2004 the purchase price paid
for the stock was $917,874.  On January 12, 2005 we issued to the
selling shareholders 5,000,000 shares of our restricted common stock, in full
payment of the purchase price.  The value of our common stock was
determined by applying a 15% discount to the average closing price for the 10
day trading period from November 16, 2004 to November 30,
2004.  Hainan Concord’s principal business is to issue and manage
multi-functional membership cards for the people who participate in private
equity exchange in Hainan.  Hainan Concord also provides financial
institutions with research and development services for their financial products
and instruments.





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





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




7


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





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





Products
and Services





Internet
Services





Through
ChinaE Tech, our subsidiary, we offer web design, web hosting, domain name
registration, software development and office automation software to our
clients.  We operate within what is commonly referred to as the
“business-to-business” segment of the Internet market, where products and
services are offered principally to businesses, as compared to the
“business-to-consumer” segment of the Internet services market, where products
and services are offered to consumers directly.





We locate
web design and hosting customers and secure web design and hosting projects
primarily through the efforts of our sales team.  We currently employ
10sales persons
for our Internet solution services.  All of our sales team members are
based in Shenzhen, but occasionally travel throughout China, as
necessary.  Our sales persons are paid a base salary, and earn
commissions on revenues we receive from the customers they secure.





Equity
Exchange





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





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





Through
our 9% investment in Hi-Tech Exchange and 12.6% investment in Exchange Center,
we have further expanded our investment in Shenzhen and Hainan,
China.  Hi-Tech Exchange and Exchange Center are authorized by the
government of China to engage in the business of transferring equity and
corporate equity interests in Shenzhen and Hainan.





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


8


Paper
Products





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





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





Competition





Internet
Services





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





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





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





Equity
Exchange





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





Currently,
because of the localized nature of equity exchanges, there is not significant
competition among them.  However, further development and expansion of
other large equity exchanges, or the nationalization of equity exchanges, would
be likely to result in an increase in competition.  If that were to
happen, it could have a material adverse effect on our ability to attract
property owners to list their properties for sale on our exchange and to
identify and secure investors or buyers for the properties we list.




9


Paper
Products





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





Regulation





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





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





The
operation of our equity exchange will be largely dependent upon the development
of China’s policies and laws relating to the transfer of private and state-owned
equity.  The transfer and management of state-owned equity are subject
to the supervision of the Administrative Bureau of State-owned Assets, whereas
the equity of privately-owned enterprises must be transferred in compliance with
the Company Law and related regulations.





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





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





Employees





As of
June 30, 2010, we employed 675 full-time employees consisting of 15 management
executives and 243 administrative & clerical staff and 417 direct
labor.  None of our employees is member of any labor union, and we
have never experienced any business interruption as a result of any labor
disputes.  We do not provide any special benefit or incentive programs
for our employees.  We believe that we enjoy good relations with all
of our employees.




10


ITEM
1A.  RISK FACTORS





In
addition to other information in this Form 10-K, including many risks presented
in our Management’s Discussion and Analysis, the following risk factors should
be carefully considered in evaluating our business since it operates in a highly
changing and complex business environment that involves numerous risks, some of
which are beyond our control.  The following discussion highlights a
few of these risk factors, any one of which may have a significant adverse
impact on our business, operating results and financial condition.  As
a result of the risk factors set forth below and elsewhere in this 10-K, and the
risks discussed in our other Securities and Exchange Commission filings, actual
results could differ materially from those projected in any forward-looking
statements.





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





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





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





We must work
cooperatively with governmental authorities.





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





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





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





We compete with
large companies.





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




11


We will need to
continue our product development efforts.





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





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





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





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





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





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





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




12


We may face rapid
technological change.





The
market for our products and services may be characterized by rapidly changing
technologies, extensive research and the introduction of new products and
services. We believe that our future success will depend in part upon our
ability to continue to enhance our existing products and to develop, manufacture
and market new products and services. As a result, we expect to continue to make
a significant investment in engineering, research and
development.  There can be no assurance that we will be able to
develop and introduce new products and services or enhance our initial products
in a timely manner to satisfy customer needs, achieve market acceptance or
address technological changes in our target markets. Failure to develop products
and services and introduce them successfully and in a timely manner could
adversely affect our competitive position, financial condition and results of
operations.





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





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





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





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





Future
profitability is not guaranteed.





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





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





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




13


There is a
limited market for our common stock.





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





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


·
            economic
      conditions within our industry;


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


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


·
            domestic
      and international economic, business and political
    conditions.





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





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





ITEM
      1B.
            UNREOLVED
      STAFF COMMENT





Not
applicable.





ITEM
      2.
            PROPERTY





Our
principal executive office consists of approximately 200 square feet of office
space that is located at Suite 5204, Central Plaza, 18 Harbour Road, Wanchai,
Hong Kong.  The premises are leased from a related third party with
free rental.





ChinaE
has an operating offices in China consists of approximately 5,600 square feet of
office space located at Suite 1506-09, Landmark, 4028 Jintian Road, Futian
District, Shenzhen 518026, PRC and 800 square feet of office space located at
Room 10C, Tower 2, Freelight Building, No.6017 Shennan Road, Futian District
Shenzhen 518048, PRC.  The premises are leased from an unrelated third
party with rental payments and management fees of approximately $113,000 and
$10,000 per year respectively.  These leases will expire in February
2011 and June 2010 respectively.




14


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





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





ITEM
      3.
            LEGAL
      PROCEEDINGS





None,
except APT had three legal proceedings as follow, the Company had no other legal
proceedings outstanding as at June 30, 2010:





1.
            In
      2007, Fu Xiang Peng and Liu Fang Rong invested RMB3,201K into Shenzhen
      Jinlong Paper Products Co., Ltd. and expected to have reasonable return on
      investment. However, Shenzhen Jinlong Paper Products Co., Ltd. was
      continually deficit in subsequent years. On April 10, 2009, Fu Xiang Peng
      and Liu Fang Rong (“the Applicants”) has applied to the Shenzhen Baoan
      Civil Court  (“the Baoan Civil Court”) to request Shenzhen
      Jinlong Paper Products Co., Ltd., Honilong Honeycomb Paper Product
      (Shenzhen) Co., Ltd., Shenzhen Jinli Honeycomb Paper Products Equipments
      Co., Ltd., Suzhou Eastern Sunrise Wall Material Technology Co., Ltd. And
      Qingdao Eastern Sunrise Co., Ltd. (“the Respondents”) to return the
      invested capital RMB3,201K and penalty interest RMB200K (“the Money”). On
      April 16, 2009, the Baoan Civil Court had issued a co-operative agreement
      to state that the Respondents should return the Money to the Applicants.
      The Respondents is now seeking legal advice and try to appeal. The
      Respondents has subsequent paid the Money into the Baoan Civil
      Court.





2.
            On
      July 16, 2007, Suzhou Eastern Sunrise Wall Material Technology Co., Ltd.
      (“the Respondent”) has signed a agreement of purchasing honeycomb paper
      (“Paper”) with Holicel (Guangzhou) Honeycomb Products Co., Ltd. (“the
      Applicant”). During the period from July 2007 to December 2008, the
      Applicant has continually supplied Paper to the Respondent. However, the
      Respondent has not settled the payments to the Applicant according to the
      term of payment. The Applicant has applied to Guangzhou Logang Civil Court
      (“Logang Civil Court”) to request the Respondent to return the trade debts
      of RMB156K and penalty interest RMB69K (“the Money”). On May 26, 2010, the
      Logang Civil Court had issued a verdict to state that the Respondent
      required to return the Money to the Applicant. The Respondents is now
      seeking legal advice and try to
appeal.





3.
            On
      September 18, 2007, Shenzhen Dequn Craftwork Co., Ltd. (“the Respondent”)
      has signed a agreement of purchasing paper products (“the Products”) with
      Shenzhen Jinlong Paper Products Co., Ltd. (the Applicant”). During the
      period from January 2008 to March 2008, the Applicant had supplied the
      Products in amount of RMB1,922K to the Respondent, however, the Respondent
      only settled RMB100K to the Applicant in June 2008. The Applicant has
      applied to Shenzhen Longgang Civil Court (“Longgang Civil Court”) to
      request the Respondent to return the trade debts of RMB1,822K and penalty
      interest RMB127K. After the debts reconciliation between the Applicant and
      Respondent and the agreement from the Applicant to reduce the trade debts
      and penalty interest to RMB 1,631K and RMB64K respectively (“the Money”).
      On June 22, 2009, the Longgang Civil Court had issued a verdict to state
      that the Respondent required to return the Money to the Applicant The
      Respondent had not returned the Money to the Applicant upto the report
      date. The Applicant is now seeking legal advice and try to take action to
      the Respondent.


15


ITEM
      4.
            (REMOVED
      AND RESERVED)




16


PART
II





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





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





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





High
                    
                    
                    LowFiscal
      2009Quarter
      ended September 30, 2008
                    
                    
                    0.12
                    
                    
                    
                    0.05Quarter
      ended December 31, 2008
                    
                    
                    0.09
                    
                    
                    
                    0.01Quarter
      ended March 31, 2009
                    
                    
                    0.08
                    
                    
                    
                    0.01Quarter
      ended June 30, 2010
                    
                    
                    0.06
                    
                    
                    
                    0.01Fiscal
      2010Quarter
      ended September 30, 2009
                    
                    
                    0.07
                    
                    
                    
                    0.03Quarter
      ended December 31, 2009
                    
                    
                    0.30
                    
                    
                    
                    0.06Quarter
      ended March 31, 2010
                    
                    
                    0.28
                    
                    
                    
                    0.11Quarter
      ended June 30, 2010
                    
                    
                    0.25
                    
                    
                    
                    0.065





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





As of
September 23, 2010, there were approximately 600 holders of record of the
Company’s common stock.  This number does not include an indeterminate
number of shareholders whose shares are held by brokers in street
name.





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





In the
fiscal year ended June 30, 2010,the Company issued
common stock to various parties and redeemed common stock.  The
following transactions have not been reported by the Company in previous
quarterly reports.  The value of the common stock for each issuance
was based on one of the following: the market price of the shares on the date of
the transactions, the market price of the shares on the date the negotiations
between the parties began or on the fair value of services
received.  The issuances were as follows:





On
September 16, 2008 we authorized the issuance of 500,000 shares of common stock
with a value of $0.05 per share to Deng Xiang Xiong for the compensation of
negotiating in the case of Golden Anke. The stock was delivered on
August 19, 2009 and issued in reliance on the exemption from registration
provided by Section 4(2) of the Securities Act of 1933.





On
September 30, 2009 the Company entered into a consulting agreement with Star
Fair Ventures Corporation (“Star Fair”) to engage Star Far to provide consulting
services on, including but not limited to financial advisory, strategic business
planning and investor and public relations for a term of one year from October
2009 till September 2010. The consideration for this agreement was the Company
issuing 12,000,000 restricted stock of the Company to Star Fair and the Company
would further pay 5% finder’s fee for leads on any closed private financing. The
stock was delivered on October 15, 2009.




17


On
December 15, 2009 the Company entered five sale and purchase agreements with
five sellers (“Sellers”), FG Management Company Limited (“FG Management”),
Global Golden Group Investments Company Limited (“Global Golden”), Wise Link
Management Limited (“Wise Link”), Plan Star Development Limited (“Plan Star”)
and Sure Strong Limited (“Sure Strong”) to purchase totally 133,940,031 shares
of APT Paper Group Limited and the consideration was US$22,000,000 which will be
paid by way of the Company’s shares fixed at the price of US$0.05. A first lot
of 110,000,000 shares were issued to the Sellers on January 8, 2010. After the
completion of this deal, the Company issued the rest 330,000,000 to the Sellers
on June 1, 2010. Ultimately the Company had totally issued 164,960,374 shares,
207,874,943 shares, 40,764,683 shares, 19,676,799 shares and 6,723,201 shares to
FG Management, Global Golden, Wise Link, Plan Star and Sure Strong respectively.
At the time of transaction closing and the stock was officially issued, the
approximate stock price was trade at $0.065. Therefore, the actual effective
consideration paid by UniCore in this transaction was 440,000,000 shares at
0.065, with total amount at 28,600,000.





Equity
Compensation Plan





On
December 1, 2003 our Board of Directors adopted, and on January 28, 2004 our
stockholders approved, the Intermost Corporation 2003 Equity Incentive
Plan.  As of June 30, 2010, no awards had been granted from the
Plan.





ITEM
      6.
            SELECTED
      FINANCIAL DATA





Not
applicable





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





Critical
Accounting Policies and Estimates





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





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





Revenue
Recognition





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




18


Accounts
Receivable





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





Long-lived
assets and goodwill





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





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





Overview





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





Currently
our revenues are generated primarily by our subsidiaries, ChinaE and ChinaE Tech
both of which distributes licenses for Chinese language translation software and
offer web design and hosting services.





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




19


During
the fiscal year ended June 30, 2010 we incurred a net operating loss of
$12,837,753.  Our auditor, Albert Wong & Co., CPA, has issued a
“going concern” opinion for our financial statements as of June 30,
2010.





Results
of Operations





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





Year
      Ended Jun 302010
                        
                        
                        2009Net
      revenues
                        
                        $
                        2,706,118
                        
                        
                        $
                        4,023Cost
      of revenues
                        
                        
                        (1,252,343
                        )
                        
                        
                        (4,717
                        )Gross
      profit/(loss)
                        
                        
                        1,453,775
                        
                        
                        
                        (694
                        )Selling,
      general and administrative expenses
                        
                        
                        (3,202,401
                        )
                        
                        
                        (1,410,651
                        )Exchange
      differences
                        
                        
                        9,488
                        
                        
                        
                        1,814Amortization
      of intangible assets
                        
                        
                        (8,266
                        )
                        
                        
                        (6,747
                        )Amortization
      of goodwill
                        
                        
                        (11,099,123
                        )
                        
                        
                        -Written
      off loan receivables
                        
                        
                        (300,441
                        )
                        
                        
                        (427,080
                        )Recovering
      / Written off trade receivables
                        
                        
                        49,587
                        
                        
                        
                        (282,931
                        )Interest
      income
                        
                        
                        (33,734
                        )
                        
                        
                        34,523Investment
      income
                        
                        
                        -
                        
                        
                        
                        250,110Loss
      from operations
                        
                        
                        (13,131,115
                        )
                        
                        
                        (1,841,656
                        )Impairment
      of associate company
                        
                        
                        -
                        
                        
                        
                        (1,265,148
                        )Other
      income, net
                        
                        
                        452,190
                        
                        
                        
                        94,908Loss
      before taxation
                        
                        
                        (12,678,925
                        )
                        
                        
                        (3,011,896
                        )Taxation
                        
                        
                        -
                        
                        
                        
                        -Loss
      before minority interest
                        
                        
                        (12,678,925
                        )
                        
                        
                        (3,011,896
                        )Minority
      interest
                        
                        
                        (158,828
                        )
                        
                        
                        576,189Net
      loss
                        
                        
                        (12,837,753
                        )
                        
                        
                        (2,435,707
                        )





Year
Ended June 30, 2010 Compared to Year Ended June 30, 2009





Net revenues.





Net
revenues for the year ended June 30, 2010 increased by $2,702K1, or 671,662%, to $2,706K from $4K for the year
ended June 30, 2009.





Net
revenues during fiscals 2010 and 2009 were derived principally from sales of
paper products and e-commerce solutions.  The term “e-commerce
solutions” includes web site design and development and web
hosting.




1 As used
in this Annual Report on Form 10-K, the letter “K” appearing immediately after a
dollar amount denotes rounding to the nearest $1,000; as an example, $380,499
may be rounded to “$380K”




20





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


Year Ended June 30
                    
                    
                    Year Ended June 302010
                    
                    
                    2009
                    
                    
                    2010
                    
                    
                    2009Net Revenues by major category
                    
                    US$
                    
                    
                    US$Sales
      of paper products
                    
                    
                    1,460,651
                    
                    
                    
                    -
                    
                    
                    
                    54
                    %
                    
                    
                    -
                    %E-commerce
      solutions - website design and development
                    
                    
                    1,245,467
                    
                    
                    
                    4,023
                    
                    
                    
                    46
                    %
                    
                    
                    100
                    %2,706,118
                    
                    
                    
                    4,023
                    
                    
                    
                    100
                    %
                    
                    
                    100
                    %





Year Ended June 30
                    
                    
                    Year Ended June 302010
                    
                    
                    2009
                    
                    
                    2010
                    
                    
                    2009Net Revenues by location
                    
                    US$
                    
                    
                    US$British
      Virgin Islands
                    
                    
                    1,173,759
                    
                    
                    
                    -
                    
                    
                    
                    43
                    %
                    
                    
                    -
                    %People
      Republic China
                    
                    
                    1,532,359
                    
                    
                    
                    4,023
                    
                    
                    
                    57
                    %
                    
                    
                    100
                    %2,706,118
                    
                    
                    
                    4,023
                    
                    
                    
                    100
                    %
                    
                    
                    100
                    %





Costs of
Revenues.





Costs of
revenues consist principally of the production cost of paper products for the
year ended June 30, 2010. The costs of revenues for the year ended June 30, 2010
consist principally direct material cost, direct labor, manufacturing overhead,
depreciation, and other costs including travel employee benefits and office
expenses.





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





Total Cost of Revenues
                
                
                Percentage to Total Net RevenuesYear Ended June 30
                
                
                Year Ended June 302010
                
                
                2009
                
                
                2010
                
                
                2009US$
                
                
                US$Sub-contracting
      fee
                
                
                -
                
                
                
                3,803
                
                
                
                -
                %
                
                
                94.53
                %Direct
      materials
                
                
                760,457
                
                
                
                -
                
                
                
                28.10
                %
                
                
                0.00
                %Direct
      labor
                
                
                98,080
                
                
                
                -
                
                
                
                3.62
                %
                
                
                -
                %Manufacturing
      overhead
                
                
                331,176
                
                
                
                -
                
                
                
                12.24
                %
                
                
                -
                %Depreciation
                
                
                53,549
                
                
                
                0
                
                
                
                1.98
                %
                
                
                0.00
                %Other
                
                
                9,082
                
                
                
                914
                
                
                
                0.34
                %
                
                
                22.72
                %Total
                
                
                1,252,343
                
                
                
                4,717
                
                
                
                46.28
                %
                
                
                117.25
                %





Compared
to the 2009 fiscal year, the total costs of revenues for the 2010 fiscal year
increased by $1,247K, or 264,496%, to $1,252K. The increase in costs of revenues
was due to the acquisition of APT, involving the inclusion of direct materials,
direct labor and manufacturing overhead of producing paper
products.




21


Selling,
General and Administrative Expense.





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





Total SG & A
                
                
                Percentage to Total Net RevenuesYear Ended June 30
                
                
                Year Ended June 302010
                
                
                2009
                
                
                2010
                
                
                2009US$
                
                
                US$Sales
      and marketing salaries and commission
                
                
                197,642
                
                
                
                178,249
                
                
                
                7.30
                %
                
                
                4430.75
                %Other
      sales and marketing expenses
                
                
                83,704
                
                
                
                70,079
                
                
                
                3.09
                %
                
                
                1741.96
                %Rental
      obligation
                
                
                152,597
                
                
                
                134,053
                
                
                
                5.64
                %
                
                
                3332.16
                %Administrative
      salaries
                
                
                551,279
                
                
                
                395,317
                
                
                
                20.37
                %
                
                
                9826.42
                %Corporate
      overhead
                
                
                2,217,179
                
                
                
                632,953
                
                
                
                81.93
                %
                
                
                15733.36
                %Total
                
                
                3,202,401
                
                
                
                1,410,651
                
                
                
                118.33
                %
                
                
                35064.65
                %





The
principal components of SG&A during the 2010 year were sales and marketing
salaries and commissions, other marketing expenditures, administrative salaries
and benefits, and other corporate expenses, which includes legal and
professional fees, general office expenses, traveling expenses, general employee
benefit expense, depreciation consultancy fees, and allowance for bad and
doubtful accounts.





For the
2010 fiscal year, SG&A increased by $1,792K or 127%, to $3,202K as compared
to $1,411K for the 2009 fiscal year. The increased of SG&A was mainly come
from the newly acquired subsidiaries, APT Paper Group Limited and its
subsidiaries. Sales and marketing salaries and commissions increased by$ 19K or
11% during the 2010 fiscal year, to $198K, as compared to $178K for the 2009
fiscal year.  During the 2010 fiscal year, administrative salaries
increased by $156K or 39%, to $551K, as compared to $395K in the 2009 fiscal
year.  Other corporate expense increased during the 2010 fiscal year,
by $1,584K or 250%, to $2,217K, as compared to $633K in the 2009 fiscal
year.  The increase in SG&A was principally attributable to the
commitment of paying consultancy fee $1,200K to an unrelated party, Star Fair
Ventures Corporation for its service upto September 2010, of which the Company
has already paid $900K in 2010.





Minority
Interest.





We
reported a minority interest in our profits of $159K for the 2010 fiscal year,
reflecting the proportionate interest in the profit of the group operating
profits of China Equity Platform Holding Group Ltd. owned by other parties as
compared to a minority interest in a loss of $576K for the 2009 fiscal year,
reflecting the proportionate interest in the loss of the group operating losses
of China Equity Platform Holding Group Ltd.





Liquidity
and Capital Resources





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





At June
30, 2010 we had cash and cash equivalents of $2,109K and net current liabilities
of $1,144K as compared to $576K of cash and cash equivalents and $1,268K of
working capital as of June 30, 2009.




22


Net cash
provided by operating activities totaled $457K during the 2010 fiscal year while
net cash provided by operating activities was $375K during the 2009 fiscal year.
Cash generated from operating activities was partially offset by non-cash
charges, including depreciation expense in the amount of $143K and amortization
of intangible assets in the amount of $24K.





Net cash
provided by investing activities was $554K for the 2010 fiscal year while net
cash used in investing activities was $97K for the 2009 fiscal
year.  Funds provided by investing activities derived from the APTPGL
investment with small amount of fund used in acquiring office equipments and
intangible assets in 2010, funds used in investing activities consisted of
addition of office equipment and intangible assets in 2009.





Net cash
provided by financing activities was $139K for the 2010 fiscal year while net
cash used in financing activities was $323K for the 2009 fiscal
year.  Funds provided by financing activity were mainly the increase
in bank loan during the 2010 fiscal year.





We had no
long term debt as of June 30, 2010.  Except as otherwise described
herein, we have no plans to make any major capital expenditures during the next
12 months and we are not aware of any trends or uncertainties that could affect
sales of our products.  We do not have any off balance sheet
arrangements.





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





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





·
            Our
      ability to successfully implement our business
  plan;





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





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





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





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





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





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





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





·
            Rescheduling
      or cancellation of orders by
customers;





·
            Competitive
      pressures on selling prices;




23


·
            Changes
      in product, service or customer
mix;





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





·
            Availability
      and cost of computer technicians;





·
            Loss
      of any strategic relationships;





·
            Loss
      of our largest customers;





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





·
            New
      product and service introductions by our
  competitors;





·
            Fluctuations
      in exchange rates, and





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





ITEM
      7A.
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





Not
applicable.





ITEM 8.
            FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA





Refer
to Item 15 Financial Statement Schedules, pages 37 to 42.





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





None.





ITEM 9A.
            CONTROLS
      AND PROCEDURES





Disclosure
Controls and Procedures





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




24


Management
is responsible for establishing and maintaining adequate internal control over
financial reporting as such term is defined in Rules 13a-15(f) or 15d-15(f)
under the Securities Exchange Act of 1934, as amended.  Under the
supervision and with the participation of management, including the Chief
Executive Officer and Chief Financial Officer, we assessed the effectiveness of
our internal control over financial reporting as of June 30, 2010.  We
concluded that our internal control over financial reporting was not effective
as of June 30, 2010.





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





Change
in Internal Controls Over Financing Reporting





During
the year ended June 30, 2010 there has been no change in our internal control
over financial reporting that has materially affected, or is reasonably likely
to materially affect, our internal control over financial
reporting.





ITEM 9B
            OTHER
      INFORMATION





None.


25





PART
III





ITEM
      10.
            DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE





Identification
of Directors, Executive Officers and Certain Significant Employees





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





Name
                        
                        Age
                        
                        PositionFred
      Peck
                        
                        51
                        
                        DirectorChia
      Hsun Wu
                        
                        50
                        
                        Director
      and Chief Executive OfficerHiroshi
      Shinohara
                        
                        54
                        
                        DirectorWang
      Hsin Wei
                        
                        53
                        
                        Independent
      DirectorThomas
      Lee
                        
                        60
                        
                        Chief
      Financial Officer





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





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





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





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





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





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





Business
Experience





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





Chia Hsun Wu has served as a
director of the Company since November 3, 2006 and was appointed as the Chief
Executive Officer of the Company on October 1, 2009.  Mr. Wu has
extensive management and industrial experience and is a graduate from Oriental
Institute of Technology. Mr. Wu has conducted scientific research at the
National Taiwan University of Science and Technology. Mr. Wu is currently the
Managing Director of FFBC Holdings Group and Presidents of KG Hospitality
Management Co., Ltd. and Chain-Hsun Development Co., Ltd.




26


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





Wang Hsin Wei has served as an
independent director of the Company since February 25, 2010. Mr.
Wang obtained his master degree in risk management and insurance from Feng
Chia University in Taiwan. He has over 25 years solid management experience
across various businesses, including vehicle-related products, education
services and insurance products. Mr. Wang is currently the president of Chun
Shin Limited.





Thomas Lee was appointed as
Chief Financial Officer of the Company on June 13, 2007.  Mr. Lee was
Chief Financial Officer of Management Recruiters International from June to
September 2002.  Mr. Lee simultaneously worked on a project for
Superstore International Ltd. which began in September 2002 and ended in August
2003.  From September 2003 to August 2004, Mr. Lee established a
public relations company and reviewed a China architecture and re-design
project.  In 2004, Mr. Lee rejoined Management Recruiters
International as Chief Financial Officer.  In the same year, he joined
the Ladies Recreations Club (Hong Kong) as Financial Consultant and Bund 18 Real
Estate Management, Ltd (Shanghai) where he continues to serve as the Group
Financial Officer.





Term
of Office





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





Compliance
With Section 16(a) of Exchange Act





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





Based
solely upon a review of the public files of the SEC, the Company believes that,
with respect to its fiscal year ended June 30, 2010, none of the Company’s
directors and officers and none of the persons known to the Company to own more
than 10% of the Company’s common stock, filed beneficial ownership reports with
the Securities and Exchange Commission.





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


27


ITEM 11.
            EXECUTIVE
      COMPENSATION





Our
“executive officers” include our current Chief Executive Officer, Chia Hsun Wu;
our former Chief Executive Officer and President, Rocky Wulianghai, who resigned
on September 30, 2009;and our Chief Financial Officer, Thomas Lee.





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





Summary
Compensation Table


The
amounts in the table below are calculated as of June 30, 2010


Name and
                            Principal
                            Position
                            (a)
                          
                          Year
                            (b)
                          
                          Salary
                            ($)
                            (c)
                          
                          
                          Bonus
                            ($)
                            (d)
                          
                          
                          Stock
                            awards
                            ($)
                            (e)
                          
                          
                          Option
                            Awards
                            ($)
                            (4)
                            (f)
                          
                          
                          Non-Equity
                            Incentive Plan
                            Compensation
                            ($)
                            (g)
                          
                          
                          Non-Qualified
                            Deferred
                            Compensation
                            Earnings
                            ($)
                            (h)
                          
                          
                          All Other
                            Compensation
                            ($)
                            (i)
                          
                          
                          Total
                            ($)
                            (j)Rocky
      Wulianghai,
                            CEO
      andPresident
      (1)
                          
                          2010
                          
                          
                          13,182
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          13,182Chia
      Hsun Wu,
                            CEO
      (2)
                          
                          2010
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0Thomas
      Lee,
                            CFO
      (3)
                          
                          2010
                          
                          
                          114,245
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          114,245


(1) Mr.
Rocky Wulianghai was appointed as Director of the Company on December 6, 2005
and Chief Executive Officer and President of the Company on June 13, 2007 and
resigned as Director, President and Chief Executive Officer on September 30,
2009.





(2) Mr.
Chia Hsun Wu was appointed as Director of the Company on November 3, 2006 and
Chief Executive Officer on October 1, 2009.





(3) Mr.
Thomas Lee was appointed as Chief Financial Officer of the Company on June 13,
2007.





Director
Compensation Table


The
amounts in the table below are calculated as of June 30, 2010.





Name
                        (a)
                      
                      Fees Earned
                        or Paid in
                        Cash ($)
                        (b)
                      
                      
                      StockAwards($)
                        (c)
                      
                      
                      Option Awards
                        ($)
                        (d)
                      
                      
                      Non-Equity
                        Incentive Plan
                        Compensation ($)
                        (e)
                      
                      
                      Nonqualified
                        Deferred
                        Compensation
                        Earnings
                        (f)
                      
                      
                      All Other
                        Compensation
                        ($)
                        (g)
                      
                      
                      Total ($)
                        (h)Rocky
      Wulianghai
                      
                      
                      13,182
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      13,182Chia
      Hsun Wu
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0




28


Director’s
Compensation





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





Other
Compensation and Employment Arrangements





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





The Plan
authorizes awards of options, awards of stock (“Stock Award”) and the granting
of bonus stock (“Stock Bonus”).  Persons eligible to receive awards
under the Plan include the Company's employees, officers and directors and its
consultants, independent contractors and advisors.  As of June 30,
2010, all of the Company’s employees, officers and directors were eligible to
receive awards under the Plan.  The number of persons covered by the
Plan may increase if we add additional employees (including officers) and
directors.  As of the date of this Annual Report, no awards have been
granted from the Plan.





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





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





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





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





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




29


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





Common
Stock





The
following table is furnished as of June 30, 2010, to indicate beneficial
ownership of shares of the Company’s common stock by (1) each shareholder of the
Company who is known by the Company to be a beneficial owner of more than 5% of
the Company’s common stock, (2) each director and named officer of the Company,
individually, and (3) all officers and directors of the Company as a
group.





Class of Stock
                              
                              Name and Address of
                                Beneficial Owner
                              
                              Number of Shares
                                Beneficially Owned
                              
                              
                              Percent of
                                ClassCommon
                              
                              Alfredo
      Properties Limited (wholly owned by Fred Peck)3
                              
                              
                              20,881,950
                              
                              
                              
                              3.14
                              %Common
                              
                              Magnate
      Trading Services Limited (wholly owned by Chia Hsun Wu) 3
                              
                              
                              6,666,000
                              
                              
                              
                              1.00
                              %Common
                              
                              Hiroshi
      Shinohara 3
                              
                              
                              -
                              
                              
                              
                              N/ACommon
                              
                              Wang
      Hsin Wei 3
                              
                              
                              
                              
                              
                              
                              N/ACommon
                              
                              Thomas
      Lee 3
                              
                              
                              -
                              
                              
                              
                              N/A





(1)
            Fred
      Peck is director and shareholder of Alfredo Properties Limited and may be
      deemed to be the beneficial owner of the share held by Alfredo Properties
      Limited.





(2)
            Chia
      Hsun Wu is director and shareholder of Magnate Trading Services Limited
      and may be deemed to be the beneficial owner of the share held by Alfredo
      Properties Limited.





Equity
Compensation Plan Information





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


30


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





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





ITEM
14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES





The
following table sets forth fees billed to us by our auditors during the fiscal
years ended June 30, 2010 and June 30, 2009 for: (i) services rendered for the
audit of our annual financial statements and the review of our quarterly
financial statements, (ii) services by our auditor that are reasonably related
to the performance of the audit or review of our financial statements and that
are not reported as Audit Fees, (iii) services rendered in connection with tax
compliance, tax advice and tax planning, and (iv) all other fees for services
rendered.





June 30, 2010
                    
                    
                    June 30, 2009(i)
                    Audit
      Fees
                    
                    $
                    40,000
                    *
                    
                    $
                    30,000
                    *(ii)
                    Audit
      Related Fees
                    
                    $
                    —
                    
                    
                    $
                    —(iii)
                    Tax
      Fees
                    
                    $
                    —
                    
                    
                    $
                    —(iv)
                    All
      Other Fees
                    
                    $
                    —
                    
                    
                    $
                    —





*  Audit
fee for fiscal years ended June 30, 2010 and June 30, 2009 were accrued to the
auditors, Albert Wong & Co., CPA.




31


PART
IV





ITEM 15.
            EXHIBITS
      AND FINANCIAL STATEMENT SCHEDULES





(a)
            Exhibits





ExhibitNumber
              
              Description of Exhibit2.1
              
              Articles
      of Merger (1)3.1
              
              Articles
      of Incorporation (1)3.2
              
              Bylaws
      (1)10.1
              
              Cooperative
      Agreement re: formation of Jiayin E-Commerce joint venture
    (2)10.2
              
              Agreement
      Regarding Transfer of Properties on 38th Floor, Guomao Building
      (3)10.3
              
              Shareholding
      Transfer Agreement dated May 23, 2003 between IMOT Information Technology
      (Shenzhen) Ltd. and Shanghai Newray Business Development Co., Ltd.
      (4)10.4
              
              Share
      Transfer Agreement among IMOT Information Technology (Shenzhen) Ltd.,
      Shenzhen Golden Anke Technology Co. Ltd., Intermost Corporation, Tu
      Guoshen and Li Zhiquan (5)10.5
              
              Sale
      and Purchase Agreement among IMOT Information Technology (Shenzhen) Ltd.,
      Shanghai Fortune Venture Limited, North Shanghai Branch of Shanghai
      Technology Property Right Exchange Center and Intermost Corporation
      (6)10.6
              
              Distributorship
      Agreement dated November 28, 2002 between KanHan Technologies Limited and
      ChinaE.com Information Technology Ltd. (7)10.7
              
              Intermost
      Corporation 2003 Equity Incentive Plan (8)10.8
              
              Joint
      Venture Agreement among Intermost Corporation and Entities and/or
      Individuals Collectively Referred to as “Investors.”*14
              
              Code
      of Ethics (9)16
              
              Letter
      on Change in Certifying Accountant (10)21
              
              Significant
      Subsidiaries *31.1
              
              Certification
      of Chief Executive Officer Pursuant to Rule 13a-14(a) and
      15d-14(a)*31.2
              
              Certification
      of Chief Financial Officer Pursuant to Rule 13a-14(a) and
      15d-14(a)*32.1
              
              Certification
      Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002*32.2
              
              Certification
      Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of
2002*




32


(1)
              Incorporated
      by reference to the respective exhibits filed with the Registrant’s 10-KSB
      Amendment filed with the SEC on October 15,
2004


(2)
              Incorporated
      by reference to the respective exhibits filed with Registrant’s
      Registration Statement on Form 10-SB (Commission File No.
      0-30430).


(3)
              Incorporated
      by reference to the respective exhibits filed with the Registrant’s
      Quarterly Report on Form 10-QSB for the quarter ended March 31,
      2000.


(4)
              Incorporated
      by reference to the exhibit filed with the Registrant’s Current Report on
      Form 8-K filed with the SEC on June 9,
2003.


(5)
              Incorporated
      by reference to the exhibit filed with the Registrant’s Current Report on
      Form 8-K filed with the SEC on August 17,
2004.


(6)
              Incorporated
      by reference to the exhibit filed with the Registrant’s Current Report on
      Form 8-K filed with the SEC on April 26,
2004.


(7)
              Incorporated
      by reference to the exhibit filed with the Registrant’s Current Report on
      Form 8-K filed with the SEC on February 14,
  2003.


(8)
              Incorporated
      by reference to the exhibit filed with the Registrant’s Proxy Statement
      filed with the SEC on January 6,
2004.


(9)
              Incorporated
      by reference to the exhibit filed with the Registrant’s 10-KSB Amendment
      filed with the SEC on October 25,
2004.


(10)
              Incorporated
      by reference to the exhibit filed with the Registrant’s Current Report on
      Form 8-K filed with the SEC on March 8,
2004.





*
            Filed
      herewith.





(b)           Reports
on Form 8-K





On July
23, 2009 the Registrant filed a Current Report disclosing the Company received
approval from Haikou Intermediate People’s Court of the People’s Republic of
China on June 25, 2009 thereby allowing the Company, IMOT Information Technology
(Shenzhen) Co., Ltd., Guangzhou Ditai Communication Co., Ltd., Hainan Special
Economic Zone Property Rights Exchange Centre, Hainan Exchange Center Non-Public
Company Equity Registration Co., Ltd. and Zhai, Xiya to settle their dispute
over a stock exchange agreement entered into on December 11, 2004.





On
September 3, 2009 the Registrant filed a Current Report disclosing the Board
approved to dismiss The Corporate Law Group and appoint David J. Levenson as the
Company attorney in US law and Yuen & Partners as Company attorney in Hong
Kong law, with effective on August 8, 2009.





On
November 20, 2009 the Registrant filed a Current Report disclosing the Board
approved to appoint Mr. Thomas Lee, the Chief Financial Officer, Secretary, and
the Treasurer of the Company, as the Chief Operating Officer of the Company with
effective on November 17, 2009.





On
December 15, 2009 the Registrant filed a Current Report disclosing the Board
considered to acquire APT Paper Group Limited from FG Management Company
Limited, (2) 63,279,037 shares of APT from Global Golden Group Investments Co,
Ltd., (3)12,409,143 shares of APT from Wise Link Management Ltd., (4)5,989,798
shares of APT from Plan Star Development Limited, and (5) 2,046,604 shares of
APT from Sure Strong Limited by five sale and purchase agreements and the
intended consideration of acquisition is not less than US$22M and not more than
US$37M which will be paid by way of UCHC shares fixed at the price of
US$0.05.




33


On
December 21, 2009 the Registrant filed a Current Report disclosing the Board
considered its wholly owned subsidiary, Easeway Investments Limited to acquire
51% equity of Shaanxi Prosperous Agriculture Company Limited and this
acquisition is subject to the approval of PRC authority.





On
December 30, 2009 the Registrant filed a Current Report disclosing the Board
entered into 5 Supplemental Agreement with (1) FG Management Company Limited,
(2) Global Golden Group Investments Co, Ltd., (3) Wise Link Management Ltd., (4)
Plan Star Development Limited, and (5) Sure Strong Limited to amend and
supplement the 5 sale and purchase agreements dated 28th
November 2009 by the same parties respectively in respect of the purchase of
133,940,031 shares in aggregate in APT Paper Group Limited (“APT”) by the
Company. It was a term of the S&P Agreements that the consideration of the
APT shares is subject to the valuation suggested in the valuation report of the
APT to be issued on or before 28 February, 2010. The expected valuation of APT
is not less than US$22,000,000 and not more than US$37,000,000. The
consideration of APT Shares will be paid by way of UCHC shares fixed at the
price of US$0.05. The terms of the Supplemental Agreement provided for the
allotment of 110,000,000 UCHC shares in aggregate at the fixed price of US$0.05
per share, such allotment to be held by UCHC as stakeholder for ONE (1) year and
not to be delivered to the vendors and shall be utilized as part payment upon
completion of the S&P Agreements.





On
February 25, 2010 the Registrant filed a Current Report disclosing the Board
approved the appointment of Mr. Wang Hsin-Wei as the Independent Director of the
Company with effective from February 25, 2010.





On
February 26, 2010 the Registrant filed a Current Report disclosing the Board
entered into 5 2nd
Supplemental Agreements with (1) FG Management Company Limited, (2) Global
Golden Group Investments Co, Ltd., (3) Wise Link Management Ltd., (4) Plan Star
Development Limited, and (5) Sure Strong Limited to amend and supplement the
5 sale and purchase agreements dated 15th December 2009 and 5 supplemental
agreements date 30th December 2009 (the “S&P Agreements”) entered by the
same parties respectively in respect of the purchase of 133,940,031 shares in
aggregate in APT Paper Group Limited (“APT”) by the Company. It was a term of
the 2nd
Supplemental Agreements that the consideration of the APT shares is subject to
the valuation suggested in the valuation report of the APT to be issued on or
before 31 May, 2010 instead of 28th
February 2010 as previously agreed. The expected valuation of APT is not less
than US$22,000,000 and not more than US$37,000,000. The consideration of APT
Shares will be paid by way of the Company’s shares fixed at the price of
US$0.05.





On May
31, 2010 the Registrant filed a Current Report disclosing the Board unanimously
consent that up to 440,000,000 shares of the Company shall be offered for
exchange as consideration of APT shares.





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





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


34


Item 15.  Exhibits and
Financial Statement Schedules





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





PAGEREPORT
      OF INDEPENDENT REGISTERED PUBLICACCOUNTING
      FIRM
                  36CONSOLIDATED
      BALANCE SHEET
                  37CONSOLIDATED
      STATEMENT OF INCOME
                  39CONSOLIDATED
      STATEMENT OF STOCKHOLDERS’ EQUITY
                  40CONSOLIDATED
      STATEMENT OF CASH FLOWS
                  41NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS
                  43





[Intentionally
Left Blank]


35


ALBERT
WONG & CO.


CERTIFIED
PUBILC ACCOUNTANTS


Room 701,
7th Floor, Nan Dao Commercial Building


359-361
Queen’s Road Central


Hong
Kong


Tel :
2851 7954


Fax: 2545
4086





ALBERT
WONG


B.Soc.,
Sc., ACA., LL.B., CPA(Practising)







To:
            The
      board of directors and stockholders
of


Uni Core
Holdings Corporation (formerly known as Intermost Corporation)





Report of Independent
Registered Public Accounting Firm





We have
audited the accompanying consolidated balance sheet of Uni Core Holdings
Corporation (formerly known as Intermost Corporation) and subsidiaries as of
June 30, 2010 and 2009 and the related consolidated statements of income,
stockholders' equity and cash flows for the year then ended. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.





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





We were
not engaged to examine management’s assertion about the effectiveness of the
Company’s internal control over financial reporting as of June 30, 2010 included
in the Company’s Item 9A “Controls and Procedures” in the Annual Report on Form
10-K and, accordingly, we do not express an opinion thereon.





In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Uni Core
Holdings Corporation (formerly known as Intermost Corporation) as of June 30,
2010 and 2009 and the results of its operations and its cash flows for the years
then ended in conformity with accounting principles generally accepted in the
United States of America.





The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 19 to the
consolidated financial statements, the Company has suffered recurring losses
from operations and has a significant accumulated deficit. In addition, the
Company continues to experience negative cash flows from operations. These
factors raise substantial doubt about the Company's ability to continue as a
going concern. Management's plans in regard to these matters are also described
in Note 20. The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.





Hong
      Kong
              Albert
      Wong & Co.October
      6, 2010
              Certified
      Public Accountants


36





UNI
CORE HOLDINGS CORPORATION


(Formerly
Known As INTERMOST CORPORATION)


CONSOLIDATED
BALANCE SHEETS


AS
AT JUNE 30, 2010 AND 2009


(Stated
in US Dollars)





Notes
                        
                        2010
                        
                        
                        2009ASSETSCurrent
      assetsCash
      and cash equivalents
                        
                        2(e)
                        
                        $
                        2,108,546
                        
                        
                        $
                        575,523Accounts
      receivable, net
                        
                        2(f)
                        
                        
                        4,496,210
                        
                        
                        
                        1,464Deposits,
      prepayment and other receivables
                        
                        3
                        
                        
                        1,582,148
                        
                        
                        
                        741,680Amount
      due from related company
                        
                        5
                        
                        
                        413,929
                        
                        
                        
                        -Other
      loan receivables
                        
                        6
                        
                        
                        236,292
                        
                        
                        
                        474,825Inventory
                        
                        8
                        
                        
                        2,435,369
                        
                        
                        
                        -Total
      current assets
                        
                        
                        
                        $
                        11,272,494
                        
                        
                        $
                        1,793,492Unlisted
      investment
                        
                        2(g)
                        
                        
                        949,873
                        
                        
                        
                        943,072Investment
      in associated companies
                        
                        2(l)
                        
                        
                        1
                        
                        
                        
                        1Goodwill
                        
                        4
                        
                        
                        11,157,681
                        
                        
                        
                        -Plant
      and equipment, net
                        
                        7
                        
                        
                        8,165,308
                        
                        
                        
                        119,690Intangible
      assets, net
                        
                        9
                        
                        
                        1,197,300
                        
                        
                        
                        12,416TOTAL
      ASSETS
                        
                        
                        
                        $
                        32,742,657
                        
                        
                        $
                        2,868,671LIABILITIES
      ANDSTOCKHOLDERS’
      EQUITYCurrent
      liabilitiesAccounts
      payable
                        
                        
                        
                        $
                        3,509,165
                        
                        
                        $
                        -Accrued
      liabilities and other payable
                        
                        10
                        
                        
                        2,889,068
                        
                        
                        
                        518,927Customers
      deposits
                        
                        
                        
                        
                        18,280
                        
                        
                        
                        5,468Advance
      from a shareholder
                        
                        11
                        
                        
                        337,658
                        
                        
                        
                        -Finance
      leases
                        
                        12
                        
                        
                        132,763
                        
                        
                        
                        -Short
      term loan
                        
                        13
                        
                        
                        5,527,978
                        
                        
                        
                        -Business
      and other taxes payable
                        
                        
                        
                        
                        1,141
                        
                        
                        
                        1,034Total
      current liabilities
                        
                        
                        
                        $
                        12,416,053
                        
                        
                        $
                        525,429TOTAL
      LIABILITIES
                        
                        
                        
                        $
                        12,416,053
                        
                        
                        $
                        525,429


See
accompanying notes to consolidated financial statements




37




UNI
CORE HOLDINGS CORPORATION


(Formerly
Known As INTERMOST CORPORATION)


CONSOLIDATED
BALANCE SHEETS (Continued)


AS
AT JUNE 30, 2010 AND 2009


(Stated
in US Dollars)





Notes
                                  
                                  2010
                                  
                                  
                                  2009Minority
      interests
                                  
                                  
                                  
                                  $
                                  1,229,502
                                  
                                  
                                  $
                                  446,361STOCKHOLDERS’
      EQUITYPreferred
      stock at $0.001 par value,5,000,000
      (2009: Nil) shares authorized,Nil
      (2009: Nil) shares issued and outstanding.
                                  
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Common
      stock at $0.001 par value,2,000,000,000
      (2009: 500,000,000) sharesauthorized,
      664,031,873 (2009: 213,281,873)shares
      issued and outstandingat
      June 30, 2010;
                                  
                                  15
                                  
                                  
                                  664,032
                                  
                                  
                                  
                                  213,282Additional
      paid-in capital
                                  
                                  15
                                  
                                  
                                  54,050,181
                                  
                                  
                                  
                                  24,997,931Accumulated
      deficit
                                  
                                  
                                  
                                  
                                  (36,120,023
                                  )
                                  
                                  
                                  (23,282,270
                                  )Accumulated
      other comprehensive income
                                  
                                  2(t),15
                                  
                                  
                                  502,912
                                  
                                  
                                  
                                  (32,062
                                  )$
                                  19,097,102
                                  
                                  
                                  $
                                  1,896,881TOTAL
      LIABILITIES ANDSTOCKHOLDERS’
      EQUITY
                                  
                                  
                                  
                                  $
                                  32,742,657
                                  
                                  
                                  $
                                  2,868,671





See
accompanying notes to consolidated financial statements


38





UNI
CORE HOLDINGS CORPORATION


(Formerly
Known As INTERMOST CORPORATION)


CONSOLIDATED
STATEMENTS OF INCOME AND COMPREHENSIVE INCOME


FOR
THE YEARS ENDED JUNE 30, 2010 AND 2009


(Stated
in US Dollars)


Notes
                  
                  2010
                  
                  
                  2009Net
      revenues
                  
                  2(m)
                  
                  $
                  2,706,118
                  
                  
                  $
                  4,023Cost
      of net revenues
                  
                  
                  
                  
                  (1,252,343
                  )
                  
                  
                  (4,717
                  )Gross
      loss
                  
                  
                  
                  $
                  1,453,775
                  
                  
                  $
                  (694
                  )Selling,
      general and administrative expenses
                  
                  
                  
                  
                  (3,188,394
                  )
                  
                  
                  (1,415,584
                  )Loss
      from operations
                  
                  
                  
                  $
                  (1,734,619
                  )
                  
                  $
                  (1,416,278
                  )Interest
      income
                  
                  
                  
                  
                  1,148
                  
                  
                  
                  34,523Interest
      expense
                  
                  
                  
                  
                  (34,882
                  )
                  
                  
                  -Dividend
      income
                  
                  
                  
                  
                  439,405
                  
                  
                  
                  250,110Other
      income
                  
                  
                  
                  
                  -
                  
                  
                  
                  94,908Bad
      debts recovery
                  
                  
                  
                  
                  49,587
                  
                  
                  
                  -Bad
      debts written off
                  
                  3(d)
                  
                  
                  (300,441
                  )
                  
                  
                  (710,011
                  )$
                  (1,579,802
                  )
                  
                  $
                  (1,746,748
                  )Unusual
      itemsImpairment
      of associate company
                  
                  13
                  
                  
                  -
                  
                  
                  
                  (1,265,148
                  )Impairment
      on Goodwill
                  
                  4
                  
                  
                  (11,099,123
                  )
                  
                  
                  -Loss
      before income taxes and minority interests
                  
                  
                  
                  $
                  (12,679,925
                  )
                  
                  $
                  (3,011,896
                  )Income
      taxes
                  
                  14
                  
                  
                  -
                  
                  
                  
                  -Net
      loss before minority interests
                  
                  
                  
                  $
                  (12,679,925
                  )
                  
                  $
                  (3,011,896
                  )Minority
      interests
                  
                  
                  
                  
                  (158,828
                  )
                  
                  
                  576,189Net
      loss
                  
                  
                  
                  $
                  (12,837,753
                  )
                  
                  $
                  (2,435,707
                  )Net
      loss per share:-Basic
      and diluted
                  
                  
                  
                  $
                  (0.0507
                  )
                  
                  $
                  (0.0114
                  )Weighted
      average no. of common stock-Basic
      and diluted
                  
                  
                  
                  
                  253,343,004
                  
                  
                  
                  213,281,873





See
accompanying notes to consolidated financial statements


39





UNI
CORE HOLDINGS CORPORATION


(Formerly
Known As INTERMOST CORPORATION)


CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ EQUITY


FOR
THE YEARS ENDED JUNE 30, 2010 AND 2009


(Stated
in US Dollars)




Additional
                      
                      
                      AccumulatedNo.
                      
                      
                      
                      
                      
                      paid
                      
                      
                      Othershares
                      
                      
                      Common
                      
                      
                      In
                      
                      
                      comprehensive
                      
                      
                      Accumulatedoutstanding
                      
                      
                      stock
                      
                      
                      capital
                      
                      
                      Income/(loss)
                      
                      
                      deficit
                      
                      
                      TotalBalance,
      July 1, 2008
                      
                      
                      213,281,873
                      
                      
                      $
                      213,282
                      
                      
                      $
                      24,843,131
                      
                      
                      $
                      125,111
                      
                      
                      $
                      (20,846,563
                      )
                      
                      $
                      4,334,961Net
      loss
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (2,435,707
                      )
                      
                      
                      (2,435,707
                      )Adjustment
      on shares paid for compensation
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      154,800
                      
                      
                      
                      (154,800
                      )
                      
                      
                      -
                      
                      
                      
                      -Foreign
      currency translation adjustment
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (2,373
                      )
                      
                      
                      -
                      
                      
                      
                      (2,373
                      )Balance,
      June 30, 2009
                      
                      
                      213,281,873
                      
                      
                      $
                      213,282
                      
                      
                      $
                      24,997,931
                      
                      
                      $
                      (32,062
                      )
                      
                      $
                      (23,282,270
                      )
                      
                      $
                      1,896,881Balance,
      July 1, 2009
                      
                      
                      213,281,873
                      
                      
                      $
                      213,282
                      
                      
                      $
                      24,997,931
                      
                      
                      $
                      (32,062
                      )
                      
                      $
                      (23,282,270
                      )
                      
                      $
                      1,896,881Net
      loss
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (12,837,753
                      )
                      
                      
                      (12,837,753
                      )Issuance
      of common stock on August 19, 2009
                      
                      
                      500,000
                      
                      
                      
                      500
                      
                      
                      
                      24,500
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      25,000Cancellation
      of common stock on October 8, 2009
                      
                      
                      (1,750,000
                      )
                      
                      
                      (1,750
                      )
                      
                      
                      (320,250
                      )
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (322,000
                      )Issuance
      of common stock on October 15, 2009
                      
                      
                      12,000,000
                      
                      
                      
                      12,000
                      
                      
                      
                      1,188,000
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      1,200,000Issuance
      of common stock on January 8, 2010
                      
                      
                      110,000,000
                      
                      
                      
                      110,000
                      
                      
                      
                      7,040,000
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      7,150,000Issuance
      of common stock on June 1, 2010
                      
                      
                      330,000,000
                      
                      
                      
                      330,000
                      
                      
                      
                      21,120,000
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      21,450,000Foreign
      currency translation adjustment
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      534,974
                      
                      
                      
                      -
                      
                      
                      
                      534,974Balance,
      June 30, 2010
                      
                      
                      664,031,873
                      
                      
                      $
                      664,032
                      
                      
                      $
                      54,050,181
                      
                      
                      $
                      502,912
                      
                      
                      $
                      (36,120,023
                      )
                      
                      $
                      19,097,102





See
accompanying notes to consolidated financial statements




40


UNI
CORE HOLDINGS CORPORATION


(Formerly
Known As INTERMOST CORPORATION)


CONSOLIDATED
STATEMENTS OF CASH FLOWS


FOR
THE YEARS ENDED JUNE 30, 2010 AND 2009


(Stated
in US Dollars)





Note
                          
                          2010
                          
                          
                          2009Cash
      flows from operating activitiesNet
      loss
                          
                          
                          $
                          (12,837,753
                          )
                          
                          $
                          (2,435,707
                          )Amortization
      of intangible assets
                          
                          
                          
                          23,805
                          
                          
                          
                          4,044Bad
      debts
                          3(d)
                          
                          
                          300,441
                          
                          
                          
                          710,011Depreciation
                          
                          
                          
                          143,138
                          
                          
                          
                          46,100Loss
      on disposal of fixed assets
                          
                          
                          
                          -
                          
                          
                          
                          5,921Impairment
      of goodwill
                          4
                          
                          
                          11,099,123
                          
                          
                          
                          -Impairment
      of associate company
                          13
                          
                          
                          -
                          
                          
                          
                          1,265,148Consultant
      fee by issuances of common stock
                          
                          
                          
                          900,000
                          
                          
                          
                          -Minority
      interests
                          
                          
                          
                          774,655
                          
                          
                          
                          433,436Adjustments
      to reconcile net loss to net cash provided by operating
      activities:Accounts
      receivable, net
                          
                          
                          
                          (85,025
                          )
                          
                          
                          170,474Deposits,
      prepayment and other receivable
                          
                          
                          
                          258,410
                          
                          
                          
                          356,909Inventory
                          
                          
                          
                          181,476
                          
                          
                          
                          -Accounts
      payables
                          
                          
                          
                          (264,637
                          )
                          
                          
                          -Accrued
      liabilities and other payable
                          
                          
                          
                          (148,156
                          )
                          
                          
                          (102,178
                          )Customers
      deposits
                          
                          
                          
                          135,879
                          
                          
                          
                          (79,357
                          )Deferred
      revenue
                          
                          
                          
                          (493
                          )
                          
                          
                          394Business
      and other taxes payable
                          
                          
                          
                          (23,897
                          )
                          
                          
                          (20
                          )Net
      cash provided by operating activities
                          
                          
                          $
                          456,966
                          
                          
                          $
                          375,175Cash
      flows from investing activitiesAcquisition
      of plant and equipment
                          
                          
                          $
                          (9,957
                          )
                          
                          $
                          (96,645
                          )APTPGL’s
      bank balance acquired from stockissuance issuance of common
      stock
                          
                          
                          
                          592,971
                          
                          
                          
                          -Acquisition
      of intangible assets
                          
                          
                          
                          (28,561
                          )
                          
                          
                          -Net
      cash provided by investing activities
                          
                          
                          $
                          554,453
                          
                          
                          $
                          (96,645
                          )


41





UNI
CORE HOLDINGS CORPORATION


(Formerly
Known As INTERMOST CORPORATION)


CONSOLIDATED
STATEMENTS OF CASH FLOWS (Continued)


FOR
THE YEARS ENDED JUNE 30, 2010 AND 2009


(Stated
in US Dollars)





2010
                                            
                                            
                                            2009Cash
      flows from financing activitiesAdvance
      from a related party
                                            
                                            $
                                            (58,587
                                            )
                                            
                                            $
                                            (477,592
                                            )Advance
      from a shareholder
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (160,412
                                            )Repayment
      of finance lease
                                            
                                            
                                            (21,059
                                            )
                                            
                                            
                                            -Bank
      loans
                                            
                                            
                                            218,359
                                            
                                            
                                            
                                            -Restricted
      cash
                                            
                                            
                                            -
                                            
                                            
                                            
                                            315,329Net
      cash provided by/(used in) financing activities
                                            
                                            $
                                            138,713
                                            
                                            
                                            $
                                            (322,675
                                            )Net
      decrease in cash and cash equivalents
                                            
                                            $
                                            1,150,132
                                            
                                            
                                            $
                                            (44,145
                                            )Effect
      of foreign currency translation oncash
      and cash equivalents
                                            
                                            
                                            382,891
                                            
                                            
                                            
                                            (20,532
                                            )Cash
      and cash equivalents–beginning of year
                                            
                                            
                                            575,523
                                            
                                            
                                            
                                            640,200Cash
      and cash equivalents–end of year
                                            
                                            $
                                            2,108,546
                                            
                                            
                                            $
                                            575,523





2010
                
                
                2009Supplementary
      cash flow information:Interest
      received
                
                $
                1,148
                
                
                $
                5,892Interest
      expense
                
                
                (34,882
                )
                
                
                -





See
accompanying notes to consolidated financial statements


42





UNI
CORE HOLDINGS CORPORATION


(Formerly
Known As INTERMOST CORPORATION)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEARS ENDED JUNE 30, 2010 AND 2009


(Stated
in US Dollars)





1.
            ORGANIZATION
      AND PRINCIPAL ACTIVITIES





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





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





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





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





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





2.
            SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES





(a)
            Method
      of Accounting





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


43


UNI
CORE HOLDINGS CORPORATION


(Formerly
Known As INTERMOST CORPORATION)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEARS ENDED JUNE 30, 2010 AND 2009


(Stated
in US Dollars)





2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





(b)
            Principles
      of Consolidation





The
consolidated financial statements include the accounts of Uni Core Holdings
Corporation (formerly known as Intermost Corporation) (the Company) and its
eleven subsidiaries (of which three were totally impaired), two associate
companies (of which one was totally impaired) and one affiliated company,
constituting the group. Significant inter-company transactions have been
eliminated in consolidation. The consolidated financial statements include 100%
of the assets and liabilities of these majority-owned subsidiaries, and the
ownership interests of minority investors are recorded as minority
interests.





The
Company’s subsidiaries and affiliated companies and their principal activities
as of June 30, 2009 are summarized as follows:


Name
                      
                      Place of
                        incorporation of
                        organization
                      
                      Percentage of
                        Equity Interest
                        Attributable to
                        the Company
                      
                      Principal ActivitiesUni
      Core Holdings Corporation (f.k.a. Intermost Limited)
(“IL”)
                      
                      British
      Virgin Islands
                      
                      
                      100
                      %
                      Investment
      holdingLeader
      Palace International Limited (LP)
                      
                      British
      Virgin Islands
                      
                      
                      100
                      %
                      InactiveIntermost
      (H.K.) Limited (“IHKL”)
                      
                      Hong
      Kong
                      
                      
                      100
                      %
                      InactiveIMOT
      Information Technology (Shenzhen) Ltd. (“IITSL”)*
                      
                      PRC
                      
                      
                      100
                      %
                      InactiveChina
      Equity Platform Holding Group Limited (“CEPHGL”)**
                      
                      British
      Virgin Islands
                      
                      
                      53.42
                      %
                      Investment
      holdingChinaE.com
      E-Commerce Co. Ltd. (Formerly known as China E.com Information Technology
      Ltd. (“CECITL”))***
                      
                      PRC
                      
                      
                      53.42
                      %
                      Business
      equity andfinancial
      consulting servicesChinaE.com
      Technology (Shenzhen) Ltd.(“CECTSL”)***
                      
                      PRC
                      
                      
                      53.42
                      %
                      Business
      equity andfinancial
      consulting
services


44





UNI
CORE HOLDINGS CORPORATION


(Formerly
Known As INTERMOST CORPORATION)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEARS ENDED JUNE 30, 2010 AND 2009


(Stated
in US Dollars)





2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





(b)
            Principles
      of Consolidation (continued)





Name
                      
                      Place of
                        incorporation of
                        organization
                      
                      Percentage of
                        Equity Interest
                        Attributable to
                        the Company
                      
                      Principal ActivitiesChinaE.com
      Investment Consultants (Shenzhen) Company Ltd.
    (“CECICSL”)****
                      
                      PRC
                      
                      
                      53.42
                      %
                      InactiveIntermost
      Focus Advertising Company Ltd.(“IFACL”)****
                      
                      PRC
                      
                      
                      48.07
                      %
                      InactiveShenzhen
      International Hi-Tech Property Right Exchange Centre
      (“SIHTPREC”)*****
                      
                      PRC
                      
                      
                      8.01
                      %
                      Private
      equity exchangeHainan
      Special Economic Zone Property Right Exchange Center
      (“PREC”)*****
                      
                      PRC
                      
                      
                      11.22
                      %
                      Private
      Property Right ExchangeEaseway
      Investments Limited (“EIL”)
                      
                      British
      Virgin Islands
                      
                      
                      100
                      %
                      InactiveAPT
      Paper Group Limited (“APTPGL”)
                      
                      Cayman
      Islands
                      
                      
                      100
                      %
                      Investment
      holdingPlan
      Star Development Limited (“PSDL”)
                      
                      Hong
      Kong
                      
                      
                      100
                      %
                      Investment
      holdingJin
      Long Paper Products Company Limited (“JLPPCL”)
                      
                      PRC
                      
                      
                      100
                      %
                      Manufacturing
      and wholesale of paper productHo
      Ni Long Honeycomb Paper Product (Shenzhen) Company Limited
      (“HNL”)
                      
                      PRC
                      
                      
                      100
                      %
                      Manufacturing
      and wholesale of paper productPheng
      Hoon Honeycomb Paper Products Pte. Limited (“PHHP”)
                      
                      Singapore
                      
                      
                      12.67
                      %
                      Paper
      or paper product
wholesale


45





UNI
CORE HOLDINGS CORPORATION


(Formerly
Known As INTERMOST CORPORATION)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEARS ENDED JUNE 30, 2010 AND 2009


(Stated
in US Dollars)





2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





(b)
            Principles
      of Consolidation (continued)





Name
                      
                      Place of
                        incorporation of
                        organization
                      
                      Percentage of
                        Equity Interest
                        Attributable to
                        the Company
                      
                      Principal ActivitiesAPT
      Investment Limited
                      
                      British
      Virgin Islands
                      
                      
                      100
                      %
                      Investment
      holdingShenZhen
      Jin Li Honeycomb Paper Products Equipments Company Limited
                      
                      PRC
                      
                      
                      100
                      %
                      Equipment
      manufacturingAPT
      Management Limited
                      
                      British
      Virgin Islands
                      
                      
                      100
                      %
                      Investment
      holdingSu
      Zhou Eastern Sunrise Company Limited
                      
                      PRC
                      
                      
                      100
                      %
                      Manufacturing
      and wholesale of paper productIvanhoe
      Holdings Limited
                      
                      Hong
      Kong
                      
                      
                      100
                      %
                      Investment
      holdingQing
      Dao Eastern Sunrise Company Limited
                      
                      PRC
                      
                      
                      100
                      %
                      Manufacturing
      and wholesale of paper
product





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





** During
the fiscal year of June 30, 2009, the Company has transferred the subsidiary
companies, CECITL, CECICSL, IFACL & CECTSL and investments in PRC companies,
SIHTPREC & PREC to CEPHGL in exchanging 60% of shareholdings in CEPHGL. The
group operations of CEPHGL are consolidated into the Company’s financial
statements.  As at June 30, 2010, the effective holding rate was
reduced from 60% to 53.42% due to issuance of additional common
stock.


46


UNI
CORE HOLDINGS CORPORATION


(Formerly
Known As INTERMOST CORPORATION)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEARS ENDED JUNE 30, 2010 AND 2009


(Stated
in US Dollars)





2.    SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (continued)





(b)
            Principles
      of Consolidation (continued)





***
CECTSL and CECITL are wholly foreign owned enterprises established in the PRC to
be operated until 2014 and 2018 respectively. They are subsidiaries of CEPHGL
and their operations are consolidated into CEPHGL’s financial
statements.





****
IFACL and CECICSL are equity joint ventures established in the PRC to be
operated until 2010 and 2026 respectively. They are subsidiaries of CEPHGL and
their operations are consolidated into CEPHGL’s financial
statements.





*****  
PREC is equity joint venture established in the PRC to operate for a period of
years until   2033. PREC is associated companies of CEPHGL and is
accounted for under the equity method of accounting. SIHTPREC is an affiliated
company and is accounted for under the cost method.





The
Company owns certain of its subsidiaries through trusts that were created by a
Declaration of Trust executed by Huang Liqiong and Jun Liang in February 2000.
The trusts were created by, and therefore are revocable by, IL. Accordingly, IL
consolidates the operations of CECITL since it is the beneficial owner of a
majority of the outstanding interests and, through its ability to revoke the
trusts, retains control of these interests.  CECITL has transferred to
CEPHGL.





(c)
            Use
      of estimates





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





(d)
            Economic
      and political risks





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





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


47


UNI
CORE HOLDINGS CORPORATION


(Formerly
Known As INTERMOST CORPORATION)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEARS ENDED JUNE 30, 2010 AND 2009


(Stated
in US Dollars)





2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





(e)
            Cash
      and cash equivalents





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





(f)
            Account
      receivable





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





(g)
            Investments





The
non-marketable equity security investments are presented at historical cost
because the Company does not have significant influence over the underlying
investments. These investments are subject to a periodic impairment review. To
the extent any impairment is considered other-than-temporary, the investment is
written down to its fair value and the loss is recorded as interest income and
other, net.  The amount of unlisted investment is RMB 6,441,372 of
Shenzhen International Hi-Tech Property Right Exchange Centre (“SIHTPREC”),no impairment has been
found necessary.


48


UNI
CORE HOLDINGS CORPORATION


(Formerly
Known As INTERMOST CORPORATION)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEARS ENDED JUNE 30, 2010 AND 2009


(Stated
in US Dollars)





2.    SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (continued)





(h)
            Property
      and equipment





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





Computer
      equipment
            3
      yearsFurniture
      and office equipment
            5
      yearsBuildings
            Over
      the lease termsLeasehold
      improvements
            Over
      the lease termsMotor
      vehicles
            5
      yearsMachinery
      and equipment
            5
      years





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





(i)
            Inventories





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





(j)
            Goodwill





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


49


UNI
CORE HOLDINGS CORPORATION


(Formerly
Known As INTERMOST CORPORATION)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEARS ENDED JUNE 30, 2010 AND 2009


(Stated
in US Dollars)





2.    SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (continued)





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





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





(l)
            Associated
      Company





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





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


50


UNI
CORE HOLDINGS CORPORATION


(Formerly
Known As INTERMOST CORPORATION)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEARS ENDED JUNE 30, 2010 AND 2009


(Stated
in US Dollars)





2.    SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (continued)





(m)
            Revenue
      recognition





The
Company recognizes revenue in accordance with SEC Staff Accounting Bulletin No.
101, “Revenue Recognition in Financial Statements”. The Company recognizes
revenue when the significant risks and rewards of ownership have been
transferred to the customer pursuant to PRC law, including factors such as when
persuasive evidence of an arrangement exists, delivery has occurred, the sales
price is fixed or determinable, sales and value-added tax laws have been
complied with, and collectability is probable.





Revenue
from web-site development contracts is recognized based on the terms of the
contract. The Company uses either the percentage of completion when the contract
is long-term or the completed contract method when the contract is short-term to
recognize such revenue. Contracts are short-term in nature and require
acceptance by the customer pursuant to the respective contracts are accounted
for under the completed contract method. Revenues are allocated to the elements
of the contract based on the fair values of the elements. Provisions for
estimated contract losses are recognized in the year the loss becomes probable
and can be reasonably estimated.





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





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





-
Persuasive evidence of an arrangement exists;


-
Delivery has occurred or services have been rendered;


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


-
Collection is reasonably assured.


51


UNI
CORE HOLDINGS CORPORATION


(Formerly
Known As INTERMOST CORPORATION)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEARS ENDED JUNE 30, 2010 AND 2009


(Stated
in US Dollars)





2.    SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (continued)





(n)
            Stock
      compensation





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





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





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





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





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





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





The
Company did not have any stock options outstanding during the year ended June
30, 2010 (2009: Nil). Accordingly, no pro forma financial disclosure is provided
herein.


52


UNI
CORE HOLDINGS CORPORATION


(Formerly
Known As INTERMOST CORPORATION)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEARS ENDED JUNE 30, 2010 AND 2009


(Stated
in US Dollars)





2.    SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (continued)





(o)
            Issuance
      of shares for service





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





(p)
            Advertising





The
Company expensed all advertising costs as incurred.  Advertising
expenses included in selling expenses were $493 and $11,298 for the years ended
June 30, 2010 and 2009 respectively.





(q)
            Income
      taxes





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





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





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





The
subsidiaries incorporated in PRC are subject to the corporation income tax rate
of 25% for 2010 and 2009. However, in accordance with the relevant tax laws and
regulations of PRC, the local corporation income tax rate is 15%.





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





The
subsidiaries are subject to Hong Kong profits tax rate of 16.5% (2009:
16.5%).


53


UNI
CORE HOLDINGS CORPORATION


(Formerly
Known As INTERMOST CORPORATION)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEARS ENDED JUNE 30, 2010 AND 2009


(Stated
in US Dollars)





2.    SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (continued)





(q)
            Income
      taxes (continued)





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





Taxable
Income


Rate
                      
                      Over
                      
                      
                      But not over
                      
                      
                      Of Amount Over15
                      %
                      
                      -
                      
                      
                      
                      50,000
                      
                      
                      
                      -25
                      %
                      
                      50,000
                      
                      
                      
                      75,000
                      
                      
                      
                      50,00034
                      %
                      
                      75,000
                      
                      
                      
                      100,000
                      
                      
                      
                      75,00039
                      %
                      
                      100,000
                      
                      
                      
                      335,000
                      
                      
                      
                      100,00034
                      %
                      
                      335,000
                      
                      
                      
                      10,000,000
                      
                      
                      
                      335,00035
                      %
                      
                      10,000,000
                      
                      
                      
                      15,000,000
                      
                      
                      
                      10,000,00038
                      %
                      
                      15,000,000
                      
                      
                      
                      18,333,333
                      
                      
                      
                      15,000,00035
                      %
                      
                      18,333,333
                      
                      
                      
                      -
                      
                      
                      
                      -





(r)
            Earnings
      per share





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


54


UNI
CORE HOLDINGS CORPORATION


(Formerly
Known As INTERMOST CORPORATION)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEARS ENDED JUNE 30, 2010 AND 2009


(Stated
in US Dollars)





2.    SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (continued)





(s)
            Foreign
      currency translation





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





June 30, 2010
                      
                      
                      June 30, 2009Year
      end HKD : US$ exchange rate
                      
                      
                      7.7868
                      
                      
                      
                      7.7499Average
      yearly HKD : US$ exchange rate
                      
                      
                      7.7608
                      
                      
                      
                      7.7643





June 30, 2010
                      
                      
                      June 30, 2009Year
      end TWD : US$ exchange rate
                      
                      
                      32.2763
                      
                      
                      
                      32.7927Average
      yearly TWD : US$ exchange rate
                      
                      
                      32.2198
                      
                      
                      
                      32.8048





June 30, 2010
                      
                      
                      June 30, 2009Year
      end RMB : US$ exchange rate
                      
                      
                      6.7813
                      
                      
                      
                      6.8302Average
      yearly RMB : US$ exchange rate
                      
                      
                      6.8274
                      
                      
                      
                      6.8370





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





(t)
            Comprehensive
      income





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


55


UNI
CORE HOLDINGS CORPORATION


(Formerly
Known As INTERMOST CORPORATION)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEARS ENDED JUNE 30, 2010 AND 2009


(Stated
in US Dollars)





2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





(u)
            Reclassification





Certain
amounts in the prior year have been reclassified to conform to the current
year’s presentation.





(v)
            Recent
      accounting pronouncements





ASC 105,
Generally Accepted Accounting
Principles ("ASC 105") (formerly Statement of Financial Accounting
Standards No.168, The FASB
Accounting Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles a replacement of FASB Statement No.162) reorganized
by topic existing accounting and reporting guidance issued by the Financial
Accounting Standards Board ("FASB") into a single source of authoritative
generally accepted accounting principles ("GAAP") to be applied by
nongovernmental entities. All guidance contained in the Accounting Standards
Codification ("ASC") carries an equal level of authority. Rules and interpretive
releases of the Securities and Exchange Commission ("SEC") under authority of
federal securities laws are also sources of authoritative GAAP for SEC
registrants. Accordingly, all other accounting literature will be deemed
"non-authoritative". The implementation of this guidance changed the Company's
references to GAAP authoritative guidance but did not impact the Company's
financial position or results of operations.





ASC 855,
Subsequent Events ("ASC
855") (formerly Statement of Financial Accounting Standards No.165, Subsequent Events) includes
guidance that was issued by the FASB in May 2009, and is consistent with current
auditing standards in defining a subsequent event. Additionally, the guidance
provides for disclosure regarding the existence and timing of a company's
evaluation of its subsequent events. ASC 855 defines two types of subsequent
events, "recognized" and "non-recognized". Recognized subsequent events provide
additional evidence about conditions that existed at the date of the balance
sheet and are required to be reflected in the financial statements.
Non-recognized subsequent events provide evidence about conditions that did not
exist at the date of the balance sheet but arose after that date and, therefore;
are not required to be reflected in the financial statements. However, certain
non-recognized subsequent events may require disclosure to prevent the financial
statements from being misleading. The Company implemented the guidance included
in ASC 855 as of June 30, 2009. The effect of implementing this guidance was not
material to the Company's financial position or results of
operations.


56


UNI
CORE HOLDINGS CORPORATION


(Formerly
Known As INTERMOST CORPORATION)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEARS ENDED JUNE 30, 2010 AND 2009


(Stated
in US Dollars)





2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





(v)
            Recent
      accounting pronouncements
(continued)





ASC 805,
Business Combinations("ASC 805") (formerly included under Statement of Financial Accounting
Standards No.141 (revised 2007), Business Combinations)
contains guidance that was issued by the FASB in December 2007. It requires the
acquiring entity in a business combination to recognize all assets acquired and
liabilities assumed in a transaction at the acquisition-date fair value, with
certain exceptions. Additionally, the guidance requires changes to the
accounting treatment of acquisition related items, including, among other items,
transaction costs, contingent consideration, restructuring costs,
indemnification assets and tax benefits. ASC 805 also provides for a substantial
number of new disclosure requirements. ASC 805 also contains guidance that was
formerly issued as FSP FAS 141(R)-1, Accounting for Assets Acquired and
Liabilities Assumed in a Business Combination That Arise from
Contingencies which was intended to provide additional guidance
clarifying application issues regarding initial recognition and measurement,
subsequent measurement and accounting, and disclosure of assets and liabilities
arising from contingencies in a business combination. ASC 805 was effective for
business combinations initiated on or after the first annual reporting period
beginning after December15, 2008. The Company implemented this guidance
effective January1, 2009. Implementing this guidance did not have an effect on
the Company's financial position or results of operations; however it will
likely have an impact on the Company's accounting for future business
combinations, but the effect is dependent upon acquisitions, if any, that are
made in the future.





ASC 810,
Consolidation("ASC
810") includes new guidance issued by the FASB in December 2007 governing the
accounting for and reporting of noncontrolling interests (previously referred to
as minority interests). This guidance established reporting requirements which
include, among other things, that noncontrolling interests be reflected as a
separate component of equity, not as a liability. It also requires that the
interests of the parent and the noncontrolling interest be clearly identifiable.
Additionally, increases and decreases in a parent's ownership interest that
leave control intact shall be reflected as equity transactions, rather than step
acquisitions or dilution gains or losses. This guidance also requires changes to
the presentation of information in the financial statements and provides for
additional disclosure requirements. ASC 810 was effective for fiscal years
beginning on or after December15, 2008. The Company implemented this guidance as
of January1, 2009. The effect of implementing this guidance was not material to
the Company's financial position or results of operations.


57


UNI
CORE HOLDINGS CORPORATION


(Formerly
Known As INTERMOST CORPORATION)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEARS ENDED JUNE 30, 2010 AND 2009


(Stated
in US Dollars)





2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





(v)
            Recent
      accounting pronouncements
(continued)





ASC 820,
Fair Value Measurements and
Disclosures("ASC 820") (formerly included under Statement of Financial
Accounting Standards No.157, Fair Value Measurements)
includes guidance that was issued by the FASB in September 2006 that created a
common definition of fair value to be used throughout generally accepted
accounting principles. ASC 820 applies whenever other standards require or
permit assets or liabilities to be measured at fair value, with certain
exceptions. This guidance established a hierarchy for determining fair value
which emphasizes the use of observable market data whenever available. It also
required expanded disclosures which include the extent to which assets and
liabilities are measured at fair value, the methods and assumptions used to
measure fair value and the effect of fair value measures on earnings. ASC 820
also provides additional guidance for estimating fair value when the volume and
level of activity for the asset or liability have significantly decreased. The
emphasis of ASC 820 is that fair value is the price that would be received to
sell an asset or paid to transfer a liability in an orderly transaction between
willing market participants, under current market conditions. ASC 820 also
further clarifies the guidance to be considered when determining whether or not
a transaction is orderly and clarifies the valuation of securities in markets
that are not active. This guidance includes information related to a company's
use of judgment, in addition to market information, in certain circumstances to
value assets which have inactive markets. The implementation of ASC 820 did not
have an effect on the Company's results of operations or financial
position.





In August
2009, the FASB issued ASC Update ("ASU") No.2009-05, Fair Value Measurements and
Disclosures (Topic 820): Measuring Liabilities at Fair Value ("ASU
No.2009-05"). This update amends ASC 820, Fair Value Measurements and
Disclosures and provides further guidance on measuring the fair value of
a liability. The guidance establishes the types of valuation techniques to be
used to value a liability when a quoted market price in an active market for the
identical liability is not available, such as the use of an identical or similar
liability when traded as an asset. The guidance also further clarifies that a
quoted price in an active market for the identical liability at the measurement
date and the quoted price for the identical liability when traded as an asset in
an active market when no adjustments to the quoted price of the asset are
required are both Level 1 fair value measurements. If adjustments are required
to be applied to the quoted price, it results in a level 2 or 3 fair value
measurement. The guidance provided in the update is effective for the first
reporting period (including interim periods) beginning after issuance. The
Company does not expect that the implementation of ASU No.2009-05 will have a
material effect on its financial position or results of
operations.


58


UNI
CORE HOLDINGS CORPORATION


(Formerly
Known As INTERMOST CORPORATION)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEARS ENDED JUNE 30, 2010 AND 2009


(Stated
in US Dollars)





2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





(v)
            Recent
      accounting pronouncements
(continued)





In
September 2009, the FASB issued ASC Update ("ASU") No.2009-12, Fair Value Measurements and
Disclosures (Topic 820): Investments in Certain Entities that Calculate Net
Asset Value per Share (or Its Equivalent) ("ASU No.2009-12"). This update
sets forth guidance on using the net asset value per share provided by an
investee to estimate the fair value of an alternative investment. Specifically,
the update permits a reporting entity to measure the fair value of this type of
investment on the basis of the net asset value per share of the investment (or
its equivalent) if all or substantially all of the underlying investments used
in the calculation of the net asset value is consistent with ASC 820. The update
also requires additional disclosures by each major category of investment,
including, but not limited to, fair value of underlying investments in the major
category, significant investment strategies, redemption restrictions, and
unfunded commitments related to investments in the major category. The
amendments in this update are effective for interim and annual periods ending
after December15, 2009 with early application permitted. The Company does not
expect that the implementation of ASCU No.2009-12 will have a material effect on
its financial position or results of operations.





In
October 2009, the FASB issued ASU No. 2009-13, Revenue Recognition (Topic 605):
Multiple-Deliverable Revenue Arrangements (a consensus of the FASB Emerging
Issues Task Force)." ("ASC Update No. 2009-13). This updates set forth
the guidance on the existing multiple-element arrangement currently in FASB
Topic 605-25 (Revenue Recognition - Multiple-Element Arrangements). This new
guidance eliminates the requirement that all undelivered elements have objective
evidence of fair value before a company can recognize the portion of the overall
arrangement fee that is attributable to the items that have already been
delivered. Further, companies will be required to allocate revenue in
arrangements involving multiple deliverables based on the estimated selling
price of each deliverable, even though such deliverables are not sold separately
by either company itself or other vendors. This new guidance also significantly
expands the disclosures required for multiple-element revenue arrangements. The
revised guidance will be effective for the first annual period beginning on or
after June 15, 2010. The Company does not expect that the implementation of ASU
No. 2009-13 will have a material effect on its financial
statements.


59


UNI
CORE HOLDINGS CORPORATION


(Formerly
Known As INTERMOST CORPORATION)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEARS ENDED JUNE 30, 2010 AND 2009


(Stated
in US Dollars)





2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





(v)
            Recent
      accounting pronouncements
(continued)





In 2010,
the FASB issued ASC Update ("ASU") No.2010-01, Equity (Topic 505): Accounting for
Distributions to Shareholders with Components of Stock and Cash.This
update clarify that the stock portion of a distribution to shareholders that
allows them to elect to receive cash or stock with a potential limitation on the
total amount of cash that all shareholders can elect to receive in the aggregate
is considered a share issuance that is reflected in earnings per share
prospectively and is not a stock dividend. This ASU codified the consensus
reached in EITF Issue No. 09-E "Accounting for Stock Dividends, Including
Distributions to Shareholders with Components of Stock and Cash". ASU 2010-01 is
effective for interim and annual periods ending on or after December 15, 2009,
and should be applied on a retrospective basis. The adoption of this update did
not have any material impact on the Company's financial statements.





In
2010,the FASB issued ASC Updated ("ASU") No. 2010-02, Consolidation (Topics 810) -
Accounting and Reporting for Decreases in Ownership of a Subsidiary - A Scope
Clarification This updated provides guidance for noncontrolling interests
and changes in ownership interests of a subsidiary. An entity is required to
deconsolidate a subsidiary when the entity ceases to have a controlling
financial interest in the subsidiary. Upon deconsolidation of a subsidiary, an
entity recognizes a gain or loss on the transaction and measures any retained
investment in the subsidiary at fair value. The gain or loss includes any gain
or loss associated with the difference between the fair value of the retained
investment in the subsidiary and its carrying amount at the date the subsidiary
is deconsolidated. In contrast, an entity is required to account for a decrease
in its ownership interest of a subsidiary that does not result in a change of
control of the subsidiary as an equity transaction. The adoption of this update
did not have any material impact on the Company's financial
statements.


60


UNI
CORE HOLDINGS CORPORATION


(Formerly
Known As INTERMOST CORPORATION)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEARS ENDED JUNE 30, 2010 AND 2009


(Stated
in US Dollars)





2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





(v)
            Recent
      accounting pronouncements
(continued)





In 2010,
the FASB issued ASC Update ("ASU") No.2010-13, Compensation - Stock Compensation
(Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment
Award in the Currency of the Market in Which the Underlying Equity Security
Trades.This update is to codify the consensus reached in EITF Issue No.
09-J, "Effect of Denominating the Exercise Price of a Share-Based Payment Award
in the Currency of the Market in Which the Underlying equity Security Trades"
The amendments to the Codification clarify that an employee share-based payment
award with an exercise price denominated in the currency of a market in which a
substantial portion of the entity's equity shares trades should not be
considered to contain a condition that is not a market, performance, or services
condition. Therefore, an entity would not classify such an award as a liability
if it otherwise qualifies as equity. The adoption of this update did not have
any material impact on the Company's financial statements.





In 2010,
the FASB issued ASC Update ("ASU") No.2010-21, Accounting for Technical Amendments
to Various SEC Rules and Schedules.This update amends various SEC
paragraphs in the FASB Accounting Standards Codification pursuant to SEC Final
Rule, "Technical Amendments to Rules Forms, Schedules and Codification of
Financial Reporting Policies". The adoption of this update did not have any
material impact on the Company's financial statements.





In 2010,
the FASB issued ASC Update ("ASU") No.2010-22, Accounting for Various Topics.
This update amends various SEC paragraphs in the FASB Accounting Standards
Codification based on external comments received and the issuance of Staff
Accounting Bulletin (SAB) No. 112 which amends or rescinds portion of certain
SAB topics. SAB 112 was issued to being existing SEC guidance into conformity
with ASC 805 "Business Combination" and ASC 810 "Consolidation". The adoption of
this update did not have any material impact on the Company's financial
statements.




61




UNI
CORE HOLDINGS CORPORATION


(Formerly
Known As INTERMOST CORPORATION)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEARS ENDED JUNE 30, 2010 AND 2009


(Stated
in US Dollars)





3.
            DEPOSITS,
      PREPAYMENTS AND OTHER RECEIVABLES





Deposits,
prepayments and other receivables are summarized as follow:





2010
                  
                  
                  2009Rental
      and utilities deposits
                  
                  $
                  67,433
                  
                  
                  $
                  42,862Advance
      to employees (c)
                  
                  
                  178,950
                  
                  
                  
                  7,412Deposit
      for legal advice
                  
                  
                  -
                  
                  
                  
                  16,353Prepaid
      expenses
                  
                  
                  611,001
                  
                  
                  
                  1,234Interest
      receivable
                  
                  
                  -
                  
                  
                  
                  63,081Deposit
      by court order (b)
                  
                  
                  622,193
                  
                  
                  
                  -Trade
      deposit paid
                  
                  
                  -
                  
                  
                  
                  1,442Other
      receivables (a)
                  
                  
                  100,000
                  
                  
                  
                  600,000Others
                  
                  
                  2,571
                  
                  
                  
                  9,296$
                  1,582,148
                  
                  
                  $
                  741,680





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





(b)
            Fu
      Xiang Peng and Liu Fang Rong Versus Shenzhen Jinlong Paper Products Co.,
      Ltd., Honilong Honeycomb Paper Product (Shenzhen) Co., Ltd., Shenzhen
      Jinli Honeycomb Paper Products Equipments Co., Ltd., Suzhou Eastern
      Sunrise Wall Material Technology Co., Ltd. And Qingdao Eastern Sunrise
      Co., Ltd. All the parties of this case have reached a settlement
      agreement, and Shenzhen Jonlong Paper Products Co., Ltd. has deposited
      relevant amount of money into the specified bank account according to the
      court’s instruction.





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


2010
                  
                  
                  2009Beginning
      balance, July 1
                  
                  $
                  7,412
                  
                  
                  $
                  -Add:
      Advanced during the year
                  
                  
                  178,950
                  
                  
                  
                  7,412Less:
      Transferred to income statement
                  
                  
                  (7,412
                  )
                  
                  
                  -Recollected
      from employees
                  
                  
                  -
                  
                  
                  
                  -Ending
      balance, June 30
                  
                  $
                  178,950
                  
                  
                  $
                  7,412





(d)
            The
      bad debt written-off in June 30, 2010 was $300,441 (2009: $710,011) which
      was trade debts written-off.


62


UNI
CORE HOLDINGS CORPORATION


(Formerly
Known As INTERMOST CORPORATION)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEARS ENDED JUNE 30, 2010 AND 2009


(Stated
in US Dollars)





4.
            GOODWILL





Pursuant
to the Stock Exchange Agreement between the Company and China Equity Platform
Holding Group Limited (CEPHGL), the Company has transferred the subsidiary
companies, CECITL, CECICSL, IFACL & CECTSL and investments in PRC companies,
SIHTPREC & PREC to CEPHGL in exchanging 60% of shareholdings in CEPHGL
during the fiscal year end of June 30, 2009. The calculation of goodwill is list
as below:





RMB
                  
                  
                  USD100%
      common stock of CECITL
                  
                  $
                  (13,920,093
                  )
                  
                  $
                  (2,038,021
                  )100%
      common stock of CECICSL
                  
                  
                  2,083,043
                  
                  
                  
                  304,97590%
      common stock of IFACL
                  
                  
                  (131,979
                  )
                  
                  
                  (19,323
                  )100%
      common stock of CECTSL
                  
                  
                  15,142,471
                  
                  
                  
                  2,216,98810%
      common stock of SIHTPREC
                  
                  
                  1,941,372
                  
                  
                  
                  284,23414%
      common stock of PREC
                  
                  
                  8,649,826
                  
                  
                  
                  1,266,409Aggregate
      value
                  
                  $
                  13,764,640
                  
                  
                  $
                  2,015,26260%
      common stock of CEPHGLL
                  
                  
                  (10,354,200
                  )
                  
                  
                  (1,515,944
                  )Goodwill
      balance at June 30, 2009
                  
                  $
                  3,410,440
                  
                  
                  $
                  499,318





Goodwill
of $499,318 represented the excess of the purchase price over the fair value of
the net tangible asset acquired through the transaction of spin-off of the
above-listed subsidiaries.





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





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


63


UNI
CORE HOLDINGS CORPORATION


(Formerly
Known As INTERMOST CORPORATION)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEARS ENDED JUNE 30, 2010 AND 2009


(Stated
in US Dollars)





4.
            GOODWILL
      (continued)





Pursuant
to the acquisition agreement completed on May 31, 2010 with APT Paper Group
Limited, the company issued 440,000,000 common stocks at market price at
approximate $0.065 per share as of June 1, 2010.  The transaction was
shown as below:





RMB
                  
                  
                  USDCost
      of acquisition
                  
                  $
                  195,309,400
                  
                  
                  $
                  28,600,000Net
      equity of APT Paper Group Limited
                  
                  
                  43,867,573
                  
                  
                  
                  6,422,308$
                  151,441,827
                  
                  
                  $
                  22,177,692Impairment
      on Goodwill
                  
                  
                  (75,778,245
                  )
                  
                  
                  (11,099,123
                  )Exchange
      differences
                  
                  
                  -
                  
                  
                  
                  79,112Goodwill
      balance at June 30, 2010
                  
                  $
                  75,663,582
                  
                  
                  $
                  11,157,681





5.
            AMOUNT
      DUE FROM RELATED PARTIES





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





2010
                    
                    
                    2009Boxuan
      (Shanghai) Investment Consultant Limited.
                    
                    $
                    324,060
                    
                    
                    $
                    -Jinzuan
      (Beijing) Investment & Management Consultant Limited
                    
                    
                    29,460
                    
                    
                    
                    -FG
      Management Company Limited
                    
                    
                    58,986
                    
                    
                    
                    -Exchange
      currency difference
                    
                    
                    1,423$
                    413,929
                    
                    
                    $
                    -


64





UNI
CORE HOLDINGS CORPORATION


(Formerly
Known As INTERMOST CORPORATION)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEARS ENDED JUNE 30, 2010 AND 2009


(Stated
in US Dollars)





6.
            OTHER
      LOAN RECEIVABLES





The
Company made a loan to an un-related third party of US$250,000 and US$350,000 on
November 28, 2005 and December 12, 2005, respectively with interest rate at 12%
p.a. and due and payable on September 28, 2006 and September 12, 2006
respectively. The Company had partially collected US$125,175.  The
US$236,292 (2009: US$474,825) balances of the loans are still outstanding and
the Company is continuously charging the loan interest accordingly.





7.
            PLANT
      AND EQUIPMENT, NET





Plant and
equipment comprise the followings:





2010
                  
                  
                  2009At
      costComputer
      equipment
                  
                  $
                  381,502
                  
                  
                  $
                  138,407Buildings
                  
                  
                  4,381,646
                  
                  
                  
                  -Machinery
      and equipment
                  
                  
                  8,220,604
                  
                  
                  
                  -Motor
      vehicles
                  
                  
                  404,778
                  
                  
                  
                  -Leasehold
      improvement
                  
                  
                  242,653
                  
                  
                  
                  -Furniture
      and office equipment
                  
                  
                  32,478
                  
                  
                  
                  92,238$
                  13,663,661
                  
                  
                  $
                  230,645Less:
      Accumulated depreciation
                  
                  
                  (5,498,353
                  )
                  
                  
                  (110,955
                  )$
                  8,165,308
                  
                  
                  $
                  119,690





Depreciation
expenses were $83,150 and $46,100 for the years ended June 30, 2010
and 2009 respectively.





8.
            INVENTORIES





Inventories
comprise the followings:





2010
                  
                  
                  2009Finished
      goods
                  
                  $
                  1,180,279
                  
                  
                  $
                  -Work
      in process
                  
                  
                  218,216
                  
                  
                  
                  -Raw
      materials and low value consumables
                  
                  
                  1,036,874
                  
                  
                  
                  -$
                  2,435,369
                  
                  
                  $
                  -


65


UNI
CORE HOLDINGS CORPORATION


(Formerly
Known As INTERMOST CORPORATION)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEARS ENDED JUNE 30, 2010 AND 2009


(Stated
in US Dollars)





9.
            INTANGIBLES,
      NET





Details
of intangibles are as follows:


2010
                  
                  
                  2009Land
      use rights, at cost
                  
                  $
                  1,200,877
                  
                  
                  $
                  -Patents
      and trademark, at cost
                  
                  
                  53,512
                  
                  
                  
                  46,505$
                  1,254,389
                  
                  
                  $
                  46,505Less:
      accumulated amortization
                  
                  
                  (57,089
                  )
                  
                  
                  (34,089
                  )Total
      intangibles, net
                  
                  $
                  1,197,300
                  
                  
                  $
                  12,416





Amortization
expense included in the general and administrative expenses for the years ended
2010 and 2009 were $23,808 and $4,044 respectively.





10.
            ACCRUED
      LIABILITIES AND OTHER PAYABLES





Accrued
liabilities and other payables are summarized as follows:





2010
                  
                  
                  2009Wages
      and bonus
                  
                  $
                  472,417
                  
                  
                  $
                  35,637Consultancy
      fees
                  
                  
                  -
                  
                  
                  
                  25,000Accrual
                  
                  
                  1,616,295
                  
                  
                  
                  -Other
      payables to unrelated parties
                  
                  
                  362,461
                  
                  
                  
                  -Audit
      and review fees
                  
                  
                  40,000
                  
                  
                  
                  30,000Loan
      interest payable
                  
                  
                  -
                  
                  
                  
                  33,750Loan
      from shareholder
                  
                  
                  381,942
                  
                  
                  
                  386,513Other
                  
                  
                  15,953
                  
                  
                  
                  8,027$
                  2,889,068
                  
                  
                  $
                  518,927


66


UNI
CORE HOLDINGS CORPORATION


(Formerly
Known As INTERMOST CORPORATION)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEARS ENDED JUNE 30, 2010 AND 2009


(Stated
in US Dollars)





11.
            ADVANCE
      FROM A SHAREHOLDER





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





12.
            FINANCE
      LEASES





Details
of finance leases are as follows:





Lessee
                      
                      Lease
      term
                      
                      Nature
      of
                        lease
                      
                      Outstanding
                        amountChailease
      International Finance Corporation
                      
                      November
      2007 – April 2011
                      
                      Machinery
                      
                      $
                      132,763





13.
            SHORT
      TERM LOAN





Details
of short term loan are as follows:





Due date
                    
                    June 30, 2010Bank
      Of Communications (Shenzhen Branch)
                    
                    Sept
      10, 2010
                    
                    
                    95,745Haier
      Financial Limited Company
                    
                    Jun
      10, 2011
                    
                    
                    1,039,026Taiwan
      Business Bank (HK Branch)
                    
                    Oct
      20, 2010
                    
                    
                    540,000China
      Development Bank *
                    
                    Apr
      13, 2011
                    
                    
                    3,831,042Exchange
      currency difference
                    
                    
                    
                    
                    22,1655,527,978





* The
loan was secured by the Company assets:


Land
      use rights
                    
                    $
                    1,158,958Buildings
                    
                    $
                    2,607,582


67


UNI
CORE HOLDINGS CORPORATION


(Formerly
Known As INTERMOST CORPORATION)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEARS ENDED JUNE 30, 2010 AND 2009


(Stated
in US Dollars)





14.
            INCOME
      TAXES





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





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





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





Deferred
taxation consisted of:


2010
                  
                  
                  2009Net
      operating loss carry forwards
                  
                  $
                  12,837,753
                  
                  
                  $
                  2,435,707Valuation
      allowance
                  
                  
                  (12,837,753
                  )
                  
                  
                  (2,435,707
                  )Deferred
      tax assets, net
                  
                  $
                  -
                  
                  
                  $
                  -





The
change in valuation allowance from June 30, 2009 to June 30, 2010 is primarily
related to the tax effects of the increase in the net operating loss in the
current fiscal year. The Company has net operating loss carry forwards totaling
approximately $36 million as of June 30 2010 (2009: $23 million), primarily
relating to operations in the PRC and Taiwan. A valuation allowance has
been established for the full amount of the deferred tax benefit related to
those loss carry forwards and other deferred tax assets as management believes
that their realization is uncertain. The Company received a civil penalty
$90,000 and interest assessment for non-filing of Form 5471 for the year June
30, 2009 from United States Internal Revenue Service Department. However, the
Company had filed the required tax returns and believed that the penalty and
interest would be waived and canceled. Therefore, the Company did not have any
interest and penalty provided or recognized in the income statements for the
year ended June 30, 2010 and 2009 or balance sheet as of June 30, 2010 and 2009.
The Company did not have uncertainty tax positions or events leading to
uncertainty tax position within the next 12 months. The Company’s 2007, 2008 and
2009 U.S. Corporation Income Tax Return are subject to U.S. Internal Revenue
Service examination and the Company’s 2003/2004, 2004/2005, 2005/2006,
2006/2007, 2007/2008, 2008/2009, 2009/2010 Hong Kong Corporations Profits Tax
Return filing are subject to Hong Kong Inland Revenue Department examination.
The Company’s 2007, 2008 and 2009 China Corporate Income Tax are subject to
China State Administration of Taxation examination.


68


UNI
CORE HOLDINGS CORPORATION


(Formerly
Known As INTERMOST CORPORATION)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEARS ENDED JUNE 30, 2010 AND 2009


(Stated
in US Dollars)





15.
            STOCKHOLDERS’
      EQUITY





Year
ended June 30, 2010





The board
of directors authorized the issuance of 500,000 shares of common stock with a
value of $0.05 per share to Mr. Deng Xiang Xiong on August 18, 2009, for the
compensation of services during 2009 which has been accounted for in the
accruals during the year ended June 30, 2009.   The Company has
issued 500,000 common shares on 19 August 2009 and forfeited 1,750,000 common
shares during the fiscal year ended June 30, 2010. These transactions are
already dispatched to the common stock transfer agent and
completed.





On
October 15, 2009, the Company approved to issue 12,000,000 shares of common
stock at the price of $0.10 per share to the Star Fair Ventures Corporation for
financial advisory, strategic business planning and public relations services
etc.





On
December 15, 2009, the Company entered five sale and purchase agreements with
the shareholders of APT Paper Group Limited (“APT”) to purchase all shares of
APT.   On January 8, 2010 and June 1, 2010, the Company approved
to issue totally 440,000,000 shares of common stock at the price of $0.065 per
share for acquisition of APT Paper Group Limited.  The business of APT
is manufacturing paper packaging products. After the acquisition, the Company
controls the new combined companies and the original Uni Core Holdings
Corporation senior management team remained on the same original position
oversight the operation of the entire group of companies.





Year
ended June 30, 2009





The
number of common stock does not have change during the year.





16.
            COMMITMENTS





Operating
Leases - The Company has operating lease agreements for office premises, which
expiring through June 2035. Future minimum rental payments under agreements
classified as operating leases with non-cancelable terms for the next one year
and thereafter are as follows:





June
      30,2011
                      
                      $
                      1,867,8912012
      and thereafter
                      
                      
                      20,233,399$
                      22,101,290





Rental
expense paid for the years ended June 30, 2010 and 2009 were $929,094 and
$134,053 respectively.


69


UNI
CORE HOLDINGS CORPORATION


(Formerly
Known As INTERMOST CORPORATION)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEARS ENDED JUNE 30, 2010 AND 2009


(Stated
in US Dollars)




17.
            SEGMENT
      INFORMATION





The Group
is principally engaged in the operation of business equity and financial
consulting services, and paper products in the PRC and international. The
analysis of the Group’s sales by product and services, and geographical market
are presented as follow:





Year Ended June 302010
                  
                  
                  2009
                  
                  
                  2010
                  
                  
                  2009US$
                  
                  
                  US$Sales
      of paper products
                  
                  
                  1,460,651
                  
                  
                  
                  -
                  
                  
                  
                  54
                  %
                  
                  
                  -
                  %E-commerce
      solutions-
      website design and development
                  
                  
                  1,245,467
                  
                  
                  
                  4,023
                  
                  
                  
                  46
                  %
                  
                  
                  100
                  %2,706,118
                  
                  
                  
                  4,023
                  
                  
                  
                  100
                  %
                  
                  
                  100
                  %





Year Ended June 302010
                  
                  
                  2009
                  
                  
                  2010
                  
                  
                  2009US$
                  
                  
                  US$British
      Virgin Islands
                  
                  
                  1,173,759
                  
                  
                  
                  -
                  
                  
                  
                  43
                  %
                  
                  
                  -
                  %People
      Republic China
                  
                  
                  1,532,359
                  
                  
                  
                  4,023
                  
                  
                  
                  57
                  %
                  
                  
                  100
                  %2,706,118
                  
                  
                  
                  4,023
                  
                  
                  
                  100
                  %
                  
                  
                  100
                  %





18.
            IMPAIRMENT
      OF INVESTMENT IN ASSOCIATED COMPANY





An
investment in an associated company Hainan Special Economic Zone Property Right
Exchange Center (PREC) with an equity balance of 1,258,742 was found being
impaired and written-off in last year statement of income.





2010
                    
                    
                    2009US$
                    
                    
                    US$At
      July 1
                    
                    
                    1
                    
                    
                    
                    1,258,742Add:
      Foreign currency gain
                    
                    
                    -
                    
                    
                    
                    6,407Less:
      Impairment loss
                    
                    
                    -
                    
                    
                    
                    (1,265,148
                    )At
      June 30
                    
                    
                    1
                    
                    
                    
                    1


70


UNI
CORE HOLDINGS CORPORATION


(Formerly
Known As INTERMOST CORPORATION)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEARS ENDED JUNE 30, 2010 AND 2009


(Stated
in US Dollars)





19.
            GOING
      CONCERN





As shown
in the accompanying consolidated financial statements, the Company incurred a
net loss of $12,837,753 for the year ended June 30, 2010 and has an accumulated
deficit of $36,120,023 as of June 30, 2010.  The Company also
continues to experience negative cash flows from operations. The Company will be
required to raise additional capital to fund its operations, and will continue
to attempt to raise capital resources from both related and unrelated parties
until such time as the Company is able to generate revenues sufficient to
maintain itself as a viable entity. These factors have raised substantial doubt
about the Company's ability to continue as a going concern. There can be no
assurances that the Company will be able to raise additional capital or achieve
profitability. These consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.





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





20.
            SUBSEQUENT
      EVENT





Holicel
(Guangzhou) Honeycomb Products Co.,, Ltd. Versus Suzhou Eastern Sunrise Wall
Material Technology Co., Ltd. This case is in second trial procedure and there
is still no final judgment from the competent court.





Shenzhen
Jinlong Paper Products Co., Ltd. Versus Shenzhen Dequn Craftwork Company Limited
and Lu Lian Suo. This case has reached a Court’s Civil Intermediation Letter.
And Shenzhen Dequn Craftwork Co. Ltd.’s affiliated company, Shenzhen Shenwei
Dequn Energy Technology Development Co. Ltd. provides full guaranty for Shenzhen
Dequn Craftwork Co. Ltd.’s payment liabilities.


71





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.





INTERMOST
      CORPORATIONBy:
                    /s/ China Hsun WuChia
      Hsun WuChief
      Executive OfficerBy:
                    /s/ Thomas LeeThomas
      LeeChief
      Financial Officer





Dated:    October
6, 2010





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





Signature
                                  
                                  Title
                                  Date: October 6
      , 2010/s/ Fred Peck
                                  
                                  DirectorFred
      Peck/s/ China Hsun Wu
                                  
                                  Director
      and Chief Executive OfficerChia
      Hsun Wu/s/Hiroshi Shinohara
                                  
                                  DirectorHiroshi
      Shinohara/s/ Wang Hsin-Wei
                                  
                                  DirectorWang
      Hsin-Wei


72