SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A



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

For the fiscal year ended June 30, 2010

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

For the transition period from ________________
to __________________

Commission File Number 0-30430



Uni Core Holdings Corporation

(Formerly known as “Intermost Corporation”)

(Exact name of registrant as specified in
its charter)



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



Room 2602, Bank of America Tower, 12
Harcourt Road, Central, Hong Kong

(Address of principal executive offices,
including zip code)

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



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

NONE



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

Common Stock, $0.001 par value



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

Yes o          No
o



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



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



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 o                                                | Accelerated filer  o        
|------------------------------------------------------------------------ | ----------------------------
|Non-accelerated filer o    (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 o       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 19, 2011, the aggregate value
of voting and non-voting common equity held by non-affiliates was $72,862,908.











EXPLANATORY NOTE



Uni Core Holdings Corporation
(the “Company”) is filing this Amendment No. 1 on Form 10-K/A to its Annual Report on Form 10-K for the fiscal year
ended June 30, 3010, as filed with the Securities and Exchange Commission on October 7, 2010, to (a) amend and restate of the calculation
of goodwill in acquisition of the subsidiary group companies, APT Paper Group Limited; and (b) file as exhibits hereto currently
dated certificates from our Principal Executive Officer and Principal Financial Officer. Only the amended items, restated consolidated
financial statements and updated exhibits are being filed herewith. The restatement of the consolidated financial statements includes
adjustments to impairment of goodwill, accumulated deficit and comprehensive income. All consolidated financial statements, including
the consolidated balance sheet as of June 30, 2010 and consolidated statements of cash flow for the fiscal year then ended, were
restated accordingly. These changes do not have impact on previous reported consolidated financial statements as of June 30, 2009.
No other changes are being effect by this filing. Therefore, information not affected by this amendment is unchanged and reflects
the disclosure made at the time of the original filing.



2







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.



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.



3







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



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.



4







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.



5







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.



6







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.



7







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.



8







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.



9







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.



10







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.



11







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.



12







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.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



13







| | 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.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



ITEM 4.   (REMOVED AND RESERVED)



14







PART II



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



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



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



|                                 |  | High |      |  | Low | 
|-------------------------------- |  | ---- | ---- |  | --- | 
|Fiscal 2009                      |  |      |      |  |     | 
|                                 |  |      |      |  |     | 
|Quarter ended September 30, 2008 |  |      | 0.12 |  |     | 
|Quarter ended December 31, 2008  |  |      | 0.09 |  |     | 
|Quarter ended March 31, 2009     |  |      | 0.08 |  |     | 
|Quarter ended June 30, 2010      |  |      | 0.06 |  |     | 
|                                 |  |      |      |  |     | 
|Fiscal 2010                      |  |      |      |  |     | 
|                                 |  |      |      |  |     | 
|Quarter ended September 30, 2009 |  |      | 0.07 |  |     | 
|Quarter ended December 31, 2009  |  |      | 0.30 |  |     | 
|Quarter ended March 31, 2010     |  |      | 0.28 |  |     | 
|Quarter ended June 30, 2010      |  |      | 0.25 |  |     | 



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.



15







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.



16







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.



17







During the fiscal year ended June 30, 2010
we incurred a net operating loss of $12,844,037. 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 30 |            
|-------------------------------------------- |  | ----------------- | -----------
|                                             |  | 2010              |            
|                                             |  | (Restated)        |            
|                                             |  |                   |            
|Net revenues                                 |  | $                 | 2,706,118  
|Cost of revenues                             |  |                   | (1,252,343 
|Gross profit/(loss)                          |  |                   | 1,453,775  
|Selling, general and administrative expenses |  |                   | (3,202,401 
|Exchange differences                         |  |                   | 9,488      
|Amortization of intangible assets            |  |                   | (8,266     
|Amortization of goodwill *                   |  |                   | (11,105,407
|Written off loan receivables                 |  |                   | (300,441   
|Recovering / Written off trade receivables   |  |                   | 49,587     
|Interest income                              |  |                   | (33,734    
|Investment income                            |  |                   | -          
|Loss from operations                         |  |                   | (13,137,399
|Impairment of associate company              |  |                   | -          
|Other income, net                            |  |                   | 452,190    
|Loss before taxation                         |  |                   | (12,685,209
|Taxation                                     |  |                   | -          
|Loss before minority interest                |  |                   | (12,685,209
|Minority interest                            |  |                   | (158,828   
|Net loss                                     |  |                   | (12,844,037



| | * | Restated as per amended financial statements
| | - | --------------------------------------------



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”



18







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



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



|                         |  | Year Ended June 30 |           |  | Year Ended June 30 | 
|------------------------ |  | ------------------ | --------- |  | ------------------ | 
|                         |  | 2010               |           |  | 2009               | 
|Net Revenues by location |  | US$                |           |  | US$                | 
|British Virgin Islands   |  |                    | 1,173,759 |  |                    | 
|People Republic China    |  |                    | 1,532,359 |  |                    | 
|                         |  |                    | 2,706,118 |  |                    | 



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 Revenues | 
|---------------------- |  | ---------------------- | --------- |  | -------------------------------- | 
|                       |  | Year Ended June 30     |           |  | Year Ended June 30               | 
|                       |  | 2010                   |           |  | 2009                             | 
|                       |  | US$                    |           |  | US$                              | 
|Sub-contracting fee    |  |                        | -         |  |                                  | 
|Direct materials       |  |                        | 760,457   |  |                                  | 
|Direct labor           |  |                        | 98,080    |  |                                  | 
|Manufacturing overhead |  |                        | 331,176   |  |                                  | 
|Depreciation           |  |                        | 53,549    |  |                                  | 
|Other                  |  |                        | 9,082     |  |                                  | 
|Total                  |  |                        | 1,252,343 |  |                                  | 



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.



19







Selling, General and Administrative
Expense.



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



|                                            |  | Total SG & A       |           |  | Percentage to Total Net Revenues | 
|------------------------------------------- |  | ------------------ | --------- |  | -------------------------------- | 
|                                            |  | Year Ended June 30 |           |  | Year Ended June 30               | 
|                                            |  | 2010               |           |  | 2009                             | 
|                                            |  | US$                |           |  | US$                              | 
|Sales and marketing salaries and commission |  |                    | 197,642   |  |                                  | 
|Other sales and marketing expenses          |  |                    | 83,704    |  |                                  | 
|Rental obligation                           |  |                    | 152,597   |  |                                  | 
|Administrative salaries                     |  |                    | 551,279   |  |                                  | 
|Corporate overhead                          |  |                    | 2,217,179 |  |                                  | 
|Total                                       |  |                    | 3,202,401 |  |                                  | 



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.



20







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;
| | - | ----------------------------------------





21







| | · | 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 33 to 77.



|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.



22







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.





23













PART III





|ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|-------- | ------------------------------------------------------



Identification of Directors, Executive
Officers and Certain Significant Employees



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



|Name              |  | Age |  | Position                            
|----------------- |  | --- |  | ------------------------------------
|                  |  |     |  |                                     
|Fred Peck         |  | 51  |  | Director                            
|                  |  |     |  |                                     
|Chia Hsun Wu      |  | 50  |  | Director and Chief Executive Officer
|                  |  |     |  |                                     
|Hiroshi Shinohara |  | 54  |  | Director                            
|                  |  |     |  |                                     
|Wang Hsin Wei     |  | 53  |  | Independent Director                
|                  |  |     |  |                                     
|Thomas 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.



24







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. Wangobtained 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.



25









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

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



26







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.



27









|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 Class | 
|-------------- |  |  | ----------------------------------------------------------------- |  | ----------------------------------- | ---------- |  | ---------------- | 
|Common         |  |  | Alfredo Properties Limited (wholly owned by Fred Peck)3           |  |                                     | 20,881,950 |  |                  | 
|Common         |  |  | Magnate Trading Services Limited (wholly owned by Chia Hsun Wu) 3 |  |                                     | 6,666,000  |  |                  | 
|Common         |  |  | Hiroshi Shinohara 3                                               |  |                                     | -          |  |                  | 
|Common         |  |  | Wang Hsin Wei3                                                    |  |                                     |            |  |                  | 
|Common         |  |  | Thomas Lee 3                                                      |  |                                     | -          |  |                  | 
|               |  |  |                                                                   |  |                                     |            |  |                  | 



| | (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 compensation plans approved by security holders      |  |                                                                                                 | 0 |  |                                                                                 |  | Not applicable |                                                                                                                                                 | 
|Equity compensation  plans not approved by security holders |  |                                                                                                 | 0 |  |                                                                                 |  | Not applicable |                                                                                                                                                 | 
|Total                                                       |  |                                                                                                 | 0 |  |                                                                                 |  | Not Applicable |                                                                                                                                                 | 



28









|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 | * |               | $
|(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.



29







PART IV





|ITEM 15. | EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES
|-------- | ------------------------------------------



(a)         Exhibits



|Exhibit |  |                                                                                                                                                                                                                           
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |  | Description of Exhibit                                                                                                                                                                                                    
|        |  |                                                                                                                                                                                                                           
|2.1     |  | Articles of Merger (1)                                                                                                                                                                                                    
|3.1     |  | Articles of Incorporation (1)                                                                                                                                                                                             
|3.2     |  | Bylaws (1)                                                                                                                                                                                                                
|10.1    |  | Cooperative Agreement re: formation of Jiayin E-Commerce joint venture (2)                                                                                                                                                
|10.2    |  | Agreement Regarding Transfer of Properties on 38th Floor, Guomao Building (3)                                                                                                                                             
|10.3    |  | Shareholding Transfer Agreement dated May 23, 2003 between IMOT Information Technology (Shenzhen) Ltd. and Shanghai Newray Business Development Co., Ltd. (4)                                                             
|10.4    |  | Share Transfer Agreement among IMOT Information Technology (Shenzhen) Ltd., Shenzhen Golden Anke Technology Co. Ltd., Intermost Corporation, Tu Guoshen and Li Zhiquan (5)                                                
|10.5    |  | Sale and Purchase Agreement among IMOT Information Technology (Shenzhen) Ltd., Shanghai Fortune Venture Limited, North Shanghai Branch of Shanghai Technology Property Right Exchange Center and Intermost Corporation (6)
|10.6    |  | Distributorship Agreement dated November 28, 2002 between KanHan Technologies Limited and ChinaE.com Information Technology Ltd. (7)                                                                                      
|10.7    |  | Intermost Corporation 2003 Equity Incentive Plan (8)                                                                                                                                                                      
|10.8    |  | Joint Venture Agreement among Intermost Corporation and Entities and/or Individuals Collectively Referred to as “Investors.”*                                                                                             
|14      |  | Code of Ethics (9)                                                                                                                                                                                                        
|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*                                                                                                   
|99.1    |  | Audited Financial Statements of APT Paper Group Limited as at December 31, 2009                                                                                                                                           



30







|(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.



31







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.



32







Item 15.   Exhibits and Financial
Statement Schedules(I)



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



|                                                        | PAGE
|------------------------------------------------------- | ----
|                                                        |     
|Report of Independent Registered Public Accounting Firm | 34  
|                                                        |     
|consolidated Balance Sheet                              | 35  
|                                                        |     
|consolidated STATEMENT OF INCOME                        | 37  
|                                                        |     
|consolidated Statement of Stockholders’ Equity          | 38  
|                                                        |     
|consolidated statement of cash flows                    | 39  
|                                                        |     
|Notes to CONSOLIDATED Financial Statements              | 41  



33







|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.



As discussed in Note
21 to the accompanying financial statements, the financial statements of the Company for the year ended June 30, 2010 has been
restated to correct certain restatements.



|Hong Kong                               | Albert Wong & Co.           
|--------------------------------------- | ----------------------------
|October 6, 2010                         | Certified Public Accountants
|Except for Note 21 dated March 14, 2012 |                             



34







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       |   |            | 2009 | 
|------------------------------------------ |  | ----- | ---- |  | ---------- | - | ---------- | ---- | 
|                                           |  |       |      |  | (Restated) |   |            |      | 
|ASSETS                                     |  |       |      |  |            |   |            |      | 
|Current assets                             |  |       |      |  |            |   |            |      | 
|Cash and cash equivalents                  |  |       | 2(e) |  |            | $ | 2,108,546  |      | 
|Accounts receivable, net                   |  |       | 2(f) |  |            |   | 4,496,210  |      | 
|Deposits, prepayment and other receivables |  |       | 3    |  |            |   | 1,582,148  |      | 
|Amount due from related company            |  |       | 5    |  |            |   | 413,929    |      | 
|Other loan receivables                     |  |       | 6    |  |            |   | 236,292    |      | 
|Inventory                                  |  |       | 8    |  |            |   | 2,435,369  |      | 
|Total current assets                       |  |       |      |  |            | $ | 11,272,494 |      | 
|Unlisted investment                        |  |       | 2(g) |  |            |   | 949,873    |      | 
|Investment in associated companies         |  |       | 2(l) |  |            |   | 1          |      | 
|Goodwill                                   |  |       | 4    |  |            |   | 11,121,308 |      | 
|Plant and equipment, net                   |  |       | 7    |  |            |   | 8,165,308  |      | 
|Intangible assets, net                     |  |       | 9    |  |            |   | 1,197,300  |      | 
|                                           |  |       |      |  |            |   |            |      | 
|TOTAL ASSETS                               |  |       |      |  |            | $ | 32,706,284 |      | 
|                                           |  |       |      |  |            |   |            |      | 
|LIABILITIES AND STOCKHOLDERS’ EQUITY       |  |       |      |  |            |   |            |      | 
|Current liabilities                        |  |       |      |  |            |   |            |      | 
|Accounts payable                           |  |       |      |  |            | $ | 3,509,165  |      | 
|Accrued liabilities and other payable      |  |       | 10   |  |            |   | 2,889,068  |      | 
|Customers deposits                         |  |       |      |  |            |   | 18,280     |      | 
|Advance 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      |      | 
|                                           |  |       |      |  |            |   |            |      | 
|Total current liabilities                  |  |       |      |  |            | $ | 12,416,053 |      | 
|                                           |  |       |      |  |            |   |            |      | 
|TOTAL LIABILITIES                          |  |       |      |  |            | $ | 12,416,053 |      | 



See accompanying notes to consolidated financial
statements



35







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       |   |             | 2009 | 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----- | ------- |  | ---------- | - | ----------- | ---- | 
|                                                                                                                                                                       |  |       |         |  | (Restated) |   |             |      | 
|                                                                                                                                                                       |  |       |         |  |            |   |             |      | 
|Minority interests                                                                                                                                                     |  |       |         |  |            | $ | 1,229,502   |      | 
|                                                                                                                                                                       |  |       |         |  |            |   |             |      | 
|STOCKHOLDERS’ EQUITY                                                                                                                                                   |  |       |         |  |            |   |             |      | 
|                                                                                                                                                                       |  |       |         |  |            |   |             |      | 
|Preferred 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) shares authorized, 664,031,873 (2009: 213,281,873) shares issued and outstanding at June 30, 2010; |  |       | 15      |  |            |   | 664,032     |      | 
|Additional paid-in capital                                                                                                                                             |  |       | 15      |  |            |   | 54,050,181  |      | 
|Accumulated deficit                                                                                                                                                    |  |       |         |  |            |   | (36,126,307 | )    | 
|Accumulated other comprehensive income                                                                                                                                 |  |       | 2(t),15 |  |            |   | 472,823     |      | 
|                                                                                                                                                                       |  |       |         |  |            |   |             |      | 
|                                                                                                                                                                       |  |       |         |  |            | $ | 19,060,729  |      | 
|                                                                                                                                                                       |  |       |         |  |            |   |             |      | 
|TOTAL LIABILITIES AND  STOCKHOLDERS’ EQUITY                                                                                                                            |  |       |         |  |            | $ | 32,706,284  |      | 



See accompanying notes to consolidated financial
statements



36







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       |   |             | 2009 | 
|----------------------------------------------- |  | ----- | ---- |  | ---------- | - | ----------- | ---- | 
|                                                |  |       |      |  | (Restated) |   |             |      | 
|                                                |  |       |      |  |            |   |             |      | 
|Net revenues                                    |  |       | 2(m) |  |            | $ | 2,706,118   |      | 
|Cost of net revenues                            |  |       |      |  |            |   | (1,252,343  | )    | 
|Gross loss                                      |  |       |      |  |            | $ | 1,453,775   |      | 
|Selling, general and administrative expenses    |  |       |      |  |            |   | (3,188,394  | )    | 
|Loss from operations                            |  |       |      |  |            | $ | (1,734,619  | )    | 
|Interest income                                 |  |       |      |  |            |   | 1,148       |      | 
|Interest expense                                |  |       |      |  |            |   | (34,882     | )    | 
|Dividend income                                 |  |       |      |  |            |   | 439,405     |      | 
|Other income                                    |  |       |      |  |            |   | -           |      | 
|Bad debts recovery                              |  |       |      |  |            |   | 49,587      |      | 
|Bad debts written off                           |  |       | 3(d) |  |            |   | (300,441    | )    | 
|                                                |  |       |      |  |            | $ | (1,579,802  | )    | 
|Unusual items                                   |  |       |      |  |            |   |             |      | 
|Impairment of associate company                 |  |       | 13   |  |            |   | -           |      | 
|Impairment on Goodwill                          |  |       | 4    |  |            |   | (11,105,407 | )    | 
|Loss before income taxes and minority interests |  |       |      |  |            | $ | (12,685,209 | )    | 
|Income taxes                                    |  |       | 14   |  |            |   | -           |      | 
|Net loss before minority interests              |  |       |      |  |            | $ | (12,685,209 | )    | 
|Minority interests                              |  |       |      |  |            |   | (158,828    | )    | 
|Net loss                                        |  |       |      |  |            | $ | (12,844,037 | )    | 
|Net loss per share:                             |  |       |      |  |            |   |             |      | 
|-Basic and diluted                              |  |       |      |  |            | $ | (0.0507     | )    | 
|Weighted average no. of common stock            |  |       |      |  |            |   |             |      | 
|-Basic and diluted                              |  |       |      |  |            |   | 253,343,004 |      | 



See accompanying notes to consolidated financial
statements



37







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 |  |   | Accumulated   |   |  |             |          |   |       |  
|----------------------------------------------- |  | ----------- | ----------- | - | ------ | - | ------- | ---------- |  | - | ------------- | - |  | ----------- | -------- | - | ----- | -
|                                                |  | No.         |             |   |        |   |         | paid       |  |   | Other         |   |  |             |          |   |       |  
|                                                |  | shares      |             |   | Common |   |         | In         |  |   | comprehensive |   |  | Accumulated |          |   |       |  
|                                                |  | outstanding |             |   | stock  |   |         | capital    |  |   | Income/(loss) |   |  | deficit     |          |   | Total |  
|                                                |  |             |             |   |        |   |         |            |  |   |               |   |  |             |          |   |       |  
|Balance, July 1, 2008                           |  |             | 213,281,873 |   |        | $ | 213,282 |            |  | $ | 24,843,131    |   |  | $           | 125,111  |   |       | $
|Net loss                                        |  |             | -           |   |        |   | -       |            |  |   | -             |   |  |             | -        |   |       |  
|Adjustment on shares paid for compensation      |  |             | -           |   |        |   | -       |            |  |   | 154,800       |   |  |             | (154,800 | ) |       |  
|Foreign currency translation adjustment         |  |             | -           |   |        |   | -       |            |  |   | -             |   |  |             | (2,373   | ) |       |  
|Balance, June 30, 2009                          |  |             | 213,281,873 |   |        | $ | 213,282 |            |  | $ | 24,997,931    |   |  | $           | (32,062  | ) |       | $
|                                                |  |             |             |   |        |   |         |            |  |   |               |   |  |             |          |   |       |  
|Balance, July 1, 2009                           |  |             | 213,281,873 |   |        | $ | 213,282 |            |  | $ | 24,997,931    |   |  | $           | (32,062  | ) |       | $
|Net loss                                        |  |             | -           |   |        |   | -       |            |  |   | -             |   |  |             | -        |   |       |  
|Issuance of common stock on August 19, 2009     |  |             | 500,000     |   |        |   | 500     |            |  |   | 24,500        |   |  |             | -        |   |       |  
|Cancellation of common stock on October 8, 2009 |  |             | (1,750,000  | ) |        |   | (1,750  | )          |  |   | (320,250      | ) |  |             | -        |   |       |  
|Issuance of common stock on October 15, 2009    |  |             | 12,000,000  |   |        |   | 12,000  |            |  |   | 1,188,000     |   |  |             | -        |   |       |  
|Issuance of common stock on January 8, 2010     |  |             | 110,000,000 |   |        |   | 110,000 |            |  |   | 7,040,000     |   |  |             | -        |   |       |  
|Issuance of common stock on June 1, 2010        |  |             | 330,000,000 |   |        |   | 330,000 |            |  |   | 21,120,000    |   |  |             | -        |   |       |  
|Foreign currency translation adjustment         |  |             | -           |   |        |   | -       |            |  |   | -             |   |  |             | 504,885  |   |       |  
|Restated Balance, June 30, 2010                 |  |             | 664,031,873 |   |        | $ | 664,032 |            |  | $ | 54,050,181    |   |  | $           | 472,823  |   |       | $



See accompanying notes to consolidated financial
statements



38







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       |   |             | 2009 | 
|------------------------------------------------------------------------------- |  | ---- | ---- |  | ---------- | - | ----------- | ---- | 
|                                                                                |  |      |      |  | (Restated) |   |             |      | 
|Cash flows from operating activities                                            |  |      |      |  |            |   |             |      | 
|Net loss                                                                        |  |      |      |  |            | $ | (12,844,037 | )    | 
|Amortization of intangible assets                                               |  |      |      |  |            |   | 23,805      |      | 
|Bad debts                                                                       |  |      | 3(d) |  |            |   | 300,441     |      | 
|Depreciation                                                                    |  |      |      |  |            |   | 143,138     |      | 
|Loss on disposal of fixed assets                                                |  |      |      |  |            |   | -           |      | 
|Impairment of goodwill                                                          |  |      | 4    |  |            |   | 11,105,407  |      | 
|Impairment of associate company                                                 |  |      | 13   |  |            |   | -           |      | 
|Consultant fee by issuances of common stock                                     |  |      |      |  |            |   | 900,000     |      | 
|Minority interests                                                              |  |      |      |  |            |   | 774,655     |      | 
|                                                                                |  |      |      |  |            |   |             |      | 
|Adjustments to reconcile net loss to net cash provided by operating activities: |  |      |      |  |            |   |             |      | 
|Accounts receivable, net                                                        |  |      |      |  |            |   | (85,025     | )    | 
|Deposits, prepayment and other receivable                                       |  |      |      |  |            |   | 258,410     |      | 
|Inventory                                                                       |  |      |      |  |            |   | 181,476     |      | 
|Accounts payables                                                               |  |      |      |  |            |   | (264,637    | )    | 
|Accrued liabilities and other payable                                           |  |      |      |  |            |   | (148,156    | )    | 
|Customers deposits                                                              |  |      |      |  |            |   | 135,879     |      | 
|Deferred revenue                                                                |  |      |      |  |            |   | (493        | )    | 
|Business and other taxes payable                                                |  |      |      |  |            |   | (23,897     | )    | 
|                                                                                |  |      |      |  |            |   |             |      | 
|Net cash provided by operating activities                                       |  |      |      |  |            | $ | 456,966     |      | 
|                                                                                |  |      |      |  |            |   |             |      | 
|Cash flows from investing activities                                            |  |      |      |  |            |   |             |      | 
|Acquisition of plant and equipment                                              |  |      |      |  |            | $ | (9,957      | )    | 
|APTPGL’s bank balance acquired from issuance of common stock                    |  |      |      |  |            |   | 592,971     |      | 
|Acquisition of intangible assets                                                |  |      |      |  |            |   | (28,561     | )    | 
|                                                                                |  |      |      |  |            |   |             |      | 
|Net cash provided by investing activities                                       |  |      |      |  |            | $ | 554,453     |      | 



39







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       |           |   | 2009 |  
|-------------------------------------------------------------------- |  | ---------- | --------- | - | ---- | -
|                                                                     |  | (Restated) |           |   |      |  
|Cash flows from financing activities                                 |  |            |           |   |      |  
|Advance from a related party                                         |  | $          | (58,587   | ) |      | $
|Advance from a shareholder                                           |  |            | -         |   |      |  
|Repayment of finance lease                                           |  |            | (21,059   | ) |      |  
|Bank loans                                                           |  |            | 218,359   |   |      |  
|Restricted cash                                                      |  |            | -         |   |      |  
|                                                                     |  |            |           |   |      |  
|Net cash provided by/(used in) financing activities                  |  | $          | 138,713   |   |      | $
|                                                                     |  |            |           |   |      |  
|Net decrease in cash and cash equivalents                            |  | $          | 1,150,132 |   |      | $
|                                                                     |  |            |           |   |      |  
|Effect of foreign currency translation on  cash and cash equivalents |  |            | 382,891   |   |      |  
|                                                                     |  |            |           |   |      |  
|Cash and cash equivalents–beginning of year                          |  |            | 575,523   |   |      |  
|                                                                     |  |            |           |   |      |  
|Cash and cash equivalents–end of year                                |  | $          | 2,108,546 |   |      | $
|                                                                     |  |            |           |   |      |  
|                                                                     |  |            | 2010      |   |      |  
|Supplementary cash flow information:                                 |  |            |           |   |      |  
|Interest received                                                    |  | $          | 1,148     |   |      | $
|Interest expense                                                     |  |            | (34,882   | ) |      |  



See accompanying notes to consolidated
financial statements



40







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.



41







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 Activities |                                                   
|-------------------------------------------------------------------------------------------------------- |  |  | -------------------------------------- |  | --------------------------------------------------------- | ----- | - | -------------------- | --------------------------------------------------
|Uni Core Holdings Corporation (f.k.a. Intermost Limited) (“IL”)                                          |  |  | British Virgin Islands                 |  |                                                           | 100   | % |                      | Investment holding                                
|                                                                                                         |  |  |                                        |  |                                                           |       |   |                      |                                                   
|Leader Palace International Limited (LP)                                                                 |  |  | British Virgin Islands                 |  |                                                           | 100   | % |                      | Inactive                                          
|                                                                                                         |  |  |                                        |  |                                                           |       |   |                      |                                                   
|Intermost (H.K.) Limited (“IHKL”)                                                                        |  |  | Hong Kong                              |  |                                                           | 100   | % |                      | Inactive                                          
|                                                                                                         |  |  |                                        |  |                                                           |       |   |                      |                                                   
|IMOT Information Technology (Shenzhen) Ltd. (“IITSL”)*                                                   |  |  | PRC                                    |  |                                                           | 100   | % |                      | Inactive                                          
|                                                                                                         |  |  |                                        |  |                                                           |       |   |                      |                                                   
|China Equity Platform Holding Group Limited (“CEPHGL”)**                                                 |  |  | British Virgin Islands                 |  |                                                           | 53.42 | % |                      | Investment holding                                
|                                                                                                         |  |  |                                        |  |                                                           |       |   |                      |                                                   
|ChinaE.com E-Commerce Co. Ltd. (Formerly known as China E.com Information Technology Ltd. (“CECITL”))*** |  |  | PRC                                    |  |                                                           | 53.42 | % |                      | Business equity and

financial consulting services
|                                                                                                         |  |  |                                        |  |                                                           |       |   |                      |                                                   
|ChinaE.com Technology (Shenzhen) Ltd.(“CECTSL”)***                                                       |  |  | PRC                                    |  |                                                           | 53.42 | % |                      | Business equity and

financial consulting services
|                                                                                                         |  |  |                                        |  |                                                           |       |   |                      |                                                   



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)



2. Summary of significant
accounting policies (continued)



| | (b) | Principles of Consolidation (continued)
| | --- | ---------------------------------------



|Name                                                                            |  |  | Place of incorporation of organization |  | Percentage of Equity Interest Attributable to the Company |       |   | Principal Activities |                                             
|------------------------------------------------------------------------------- |  |  | -------------------------------------- |  | --------------------------------------------------------- | ----- | - | -------------------- | --------------------------------------------
|ChinaE.com Investment Consultants (Shenzhen) Company Ltd. (“CECICSL”)****       |  |  | PRC                                    |  |                                                           | 53.42 | % |                      | Inactive                                    
|                                                                                |  |  |                                        |  |                                                           |       |   |                      |                                             
|Intermost Focus Advertising Company Ltd.(“IFACL”)****                           |  |  | PRC                                    |  |                                                           | 48.07 | % |                      | Inactive                                    
|                                                                                |  |  |                                        |  |                                                           |       |   |                      |                                             
|Shenzhen International Hi-Tech Property Right Exchange Centre (“SIHTPREC”)***** |  |  | PRC                                    |  |                                                           | 8.01  | % |                      | Private equity exchange                     
|                                                                                |  |  |                                        |  |                                                           |       |   |                      |                                             
|Hainan Special Economic Zone Property Right Exchange Center (“PREC”)*****       |  |  | PRC                                    |  |                                                           | 11.22 | % |                      | Private Property Right Exchange             
|                                                                                |  |  |                                        |  |                                                           |       |   |                      |                                             
|Easeway Investments Limited (“EIL”)                                             |  |  | British Virgin Islands                 |  |                                                           | 100   | % |                      | Inactive                                    
|                                                                                |  |  |                                        |  |                                                           |       |   |                      |                                             
|APT Paper Group Limited (“APTPGL”)                                              |  |  | Cayman Islands                         |  |                                                           | 100   | % |                      | Investment holding                          
|                                                                                |  |  |                                        |  |                                                           |       |   |                      |                                             
|Plan Star Development Limited (“PSDL”)                                          |  |  | Hong Kong                              |  |                                                           | 100   | % |                      | Investment holding                          
|                                                                                |  |  |                                        |  |                                                           |       |   |                      |                                             
|Jin Long Paper Products Company Limited (“JLPPCL”)                              |  |  | PRC                                    |  |                                                           | 100   | % |                      | Manufacturing and wholesale of paper product
|                                                                                |  |  |                                        |  |                                                           |       |   |                      |                                             
|Ho Ni Long Honeycomb Paper Product (Shenzhen) Company Limited (“HNL”)           |  |  | PRC                                    |  |                                                           | 100   | % |                      | Manufacturing and wholesale of paper product
|                                                                                |  |  |                                        |  |                                                           |       |   |                      |                                             
|Pheng Hoon Honeycomb Paper Products Pte. Limited (“PHHP”)                       |  |  | Singapore                              |  |                                                           | 12.67 | % |                      | Paper or paper product wholesale            
|                                                                                |  |  |                                        |  |                                                           |       |   |                      |                                             



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 (continued)
| | --- | ---------------------------------------



|Name                                                                |  | Place of
        incorporation of
        organization |  | Percentage of
        Equity Interest
        Attributable to
        the Company |   | Principal Activities                        
|------------------------------------------------------------------- |  | ------------------------------------------------------ |  | --------------------------------------------------------------------------------- | - | --------------------------------------------
|APT Investment Limited                                              |  | British Virgin Islands                                 |  | 100                                                                               | % | Investment holding                          
|                                                                    |  |                                                        |  |                                                                                   |   |                                             
|ShenZhen Jin Li Honeycomb Paper Products Equipments Company Limited |  | PRC                                                    |  | 100                                                                               | % | Equipment manufacturing                     
|                                                                    |  |                                                        |  |                                                                                   |   |                                             
|APT Management Limited                                              |  | British Virgin Islands                                 |  | 100                                                                               | % | Investment holding                          
|                                                                    |  |                                                        |  |                                                                                   |   |                                             
|Su Zhou Eastern Sunrise Company Limited                             |  | PRC                                                    |  | 100                                                                               | % | Manufacturing and wholesale of paper product
|                                                                    |  |                                                        |  |                                                                                   |   |                                             
|Ivanhoe Holdings Limited                                            |  | Hong Kong                                              |  | 100                                                                               | % | Investment holding                          
|                                                                    |  |                                                        |  |                                                                                   |   |                                             
|Qing 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.



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)
| | --- | ---------------------------------------



*** 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.



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)



| | (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.



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)
| | -- | ------------------------------------------------------



| | (h) | Property and equipment
| | --- | ----------------------



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



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



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



| | (i) | Inventories
| | --- | -----------



Inventories consist of finished
goods 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.



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)
| | -- | ------------------------------------------------------



| | (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.



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)
| | -- | ------------------------------------------------------



| | (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.



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)
| | -- | ------------------------------------------------------



| | (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.



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)
| | -- | ------------------------------------------------------



| | (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%).



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)
| | -- | ------------------------------------------------------



| | (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           | 
|15%            | 
|25%            | 
|34%            | 
|39%            | 
|34%            | 
|35%            | 
|38%            | 
|35%            | 



| | (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.



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)
| | -- | ------------------------------------------------------



| | (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, 2009 | 
|-------------------------------------- |  | ------------- | ------ |  | ------------- | 
|Year end HKD : US$ exchange rate       |  |               | 7.7868 |  |               | 
|Average yearly HKD : US$ exchange rate |  |               | 7.7608 |  |               | 



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



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



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.



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)



| | (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.



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)



| | (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.



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)



| | (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.



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)
| | --- | --------------------------------------------



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.



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)
| | --- | --------------------------------------------



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.



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 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.



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)



| | 3. | DEPOSITS, PREPAYMENTS AND OTHER RECEIVABLES
| | -- | -------------------------------------------



Deposits, prepayments and other
receivables are summarized as follow:



|                              |  | 2010 |           |  | 2009 |  
|----------------------------- |  | ---- | --------- |  | ---- | -
|                              |  |      |           |  |      |  
|Rental and utilities deposits |  | $    | 67,433    |  |      | $
|Advance to employees (c)      |  |      | 178,950   |  |      |  
|Deposit for legal advice      |  |      | -         |  |      |  
|Prepaid expenses              |  |      | 611,001   |  |      |  
|Interest receivable           |  |      | -         |  |      |  
|Deposit by court order (b)    |  |      | 622,193   |  |      |  
|Trade deposit paid            |  |      | -         |  |      |  
|Other receivables (a)         |  |      | 100,000   |  |      |  
|Others                        |  |      | 2,571     |  |      |  
|                              |  |      |           |  |      |  
|                              |  | $    | 1,582,148 |  |      | $



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



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



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)



| | 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 |             |   | USD |  
|--------------------------------- |  | --- | ----------- | - | --- | -
|100% common stock of CECITL       |  | $   | (13,920,093 | ) |     | $
|100% common stock of CECICSL      |  |     | 2,083,043   |   |     |  
|90% common stock of IFACL         |  |     | (131,979    | ) |     |  
|100% common stock of CECTSL       |  |     | 15,142,471  |   |     |  
|10% common stock of SIHTPREC      |  |     | 1,941,372   |   |     |  
|14% common stock of PREC          |  |     | 8,649,826   |   |     |  
|                                  |  |     |             |   |     |  
|Aggregate value                   |  |     | 13,764,640  |   |     |  
|                                  |  |     |             |   |     |  
|60% common stock of CEPHGLL       |  |     | (10,354,200 | ) |     |  
|                                  |  |     |             |   |     |  
|Goodwill balance at June 30, 2009 |  | $   | 3,410,440   |   |     | $



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



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)



| | 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 |             |   | USD |  
|----------------------------------------------------- |  | --- | ----------- | - | --- | -
|Cost of acquisition                                   |  | $   | 195,352,300 |   |     | $
|Net equity of APT Paper Group Limited at May 31, 2010 |  |     | (44,114,231 | ) |     |  
|                                                      |  |     |             |   |     |  
|                                                      |  |     | 151,238,069 |   |     |  
|                                                      |  |     |             |   |     |  
|Impairment on Goodwill                                |  |     | (75,821,144 | ) |     |  
|Exchange differences                                  |  |     | -           |   |     |  
|                                                      |  |     |             |   |     |  
|Goodwill balance at June 30, 2010                     |  | $   | 75,416,925  |   |     | $



| | 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 |         |  | 2009 |  
|------------------------------------------------------------ |  | ---- | ------- |  | ---- | -
|Boxuan (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 |  |      | $



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)



| | 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 |            |   | 2009 |  
|------------------------------ |  | ---- | ---------- | - | ---- | -
|At cost                        |  |      |            |   |      |  
|Computer equipment             |  | $    | 381,502    |   |      | $
|Buildings                      |  |      | 4,381,646  |   |      |  
|Machinery and equipment        |  |      | 8,220,604  |   |      |  
|Motor vehicles                 |  |      | 404,778    |   |      |  
|Leasehold improvement          |  |      | 242,653    |   |      |  
|Furniture and office equipment |  |      | 32,478     |   |      |  
|                               |  |      |            |   |      |  
|                               |  | $    | 13,663,661 |   |      | $
|Less: Accumulated depreciation |  |      | (5,498,353 | ) |      |  
|                               |  |      |            |   |      |  
|                               |  | $    | 8,165,308  |   |      | $



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



| | 8. | INVENTORIES
| | -- | -----------



Inventories comprise the followings:



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





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)



| | 9. | INTANGIBLES, NET
| | -- | ----------------



Details of intangibles are as
follows:

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



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 |           |  | 2009 |  
|----------------------------------- |  | ---- | --------- |  | ---- | -
|Wages and bonus                     |  | $    | 472,417   |  |      | $
|Consultancy fees                    |  |      | -         |  |      |  
|Accrual                             |  |      | 1,616,295 |  |      |  
|Other payables to unrelated parties |  |      | 362,461   |  |      |  
|Audit and review fees               |  |      | 40,000    |  |      |  
|Loan interest payable               |  |      | -         |  |      |  
|Loan from shareholder               |  |      | 381,942   |  |      |  
|Other                               |  |      | 15,953    |  |      |  
|                                    |  |      |           |  |      |  
|                                    |  | $    | 2,889,068 |  |      | $



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)



| | 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 amount |        
|------------------------------------------- |  | -------------------------- |  | --------------- |  | ------------------ | -------
|Chailease 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, 2010 |          
|---------------------------------------- |  | ------------- |  | ------------- | ---------
|Bank Of Communications (Shenzhen Branch) |  | Sept 10, 2010 |  |               | 95,745   
|Haier Financial Limited Company          |  | Jun 10, 2011  |  |               | 1,039,026
|Taiwan Business Bank (HK Branch)         |  | Oct 20, 2010  |  |               | 540,000  
|China Development Bank *                 |  | Apr 13, 2011  |  |               | 3,831,042
|Exchange currency difference             |  |               |  |               | 22,165   
|                                         |  |               |  |               | 5,527,978



* The loan was secured by the Company assets:

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



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)



| | 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 |             |   | 2009 |  
|--------------------------------- |  | ---- | ----------- | - | ---- | -
|                                  |  |      |             |   |      |  
|Net operating loss carry forwards |  | $    | 12,837,753  |   |      | $
|Valuation allowance               |  |      | (12,837,753 | ) |      |  
|                                  |  |      |             |   |      |  
|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.



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)



| | 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                |  | $ | 1,867,891 
|2012 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.



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)



| | 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 30 |          
|----------------------------------------------------- |  | ------------------ | ---------
|                                                      |  | 2010               |          
|                                                      |  | US$                |          
|Sales of paper products                               |  |                    | 1,460,651
|E-commerce solutions - website design and development |  |                    | 1,245,467
|                                                      |  |                    | 2,706,118



|                       |  | Year Ended June 30 |          
|---------------------- |  | ------------------ | ---------
|                       |  | 2010               |          
|                       |  | US$                |          
|British Virgin Islands |  |                    | 1,173,759
|People Republic China  |  |                    | 1,532,359
|                       |  |                    | 2,706,118



| | 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 |   |  | 2009 | 
|-------------------------- |  | ---- | - |  | ---- | 
|                           |  | US$  |   |  | US$  | 
|At July 1                  |  |      | 1 |  |      | 
|Add: Foreign currency gain |  |      | - |  |      | 
|Less: Impairment loss      |  |      | - |  |      | 
|                           |  |      |   |  |      | 
|At June 30                 |  |      | 1 |  |      | 



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)



| | 19. | GOING CONCERN
| | --- | -------------



As shown in the accompanying consolidated financial
statements, the Company incurred a net loss of $12,844,037 for the year ended June 30, 2010 and has an accumulated deficit of $36,126,307
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.



| | 21. | RESTATEMENTS
| | --- | ------------



The assets item, Goodwill was
found overstated by $36,373. According to ASC250, this item was restated from $11,157,681 to $11,121,308. The accumulated deficit
was increased by $6,284 and the accumulated other comprehensive income was reduced by $30,089 accordingly.



69







The 2010 changes are shown in the following:



BALANCE SHEETS

ITEMS



|                                           |  | Restated |             |   | Original |  
|------------------------------------------ |  | -------- | ----------- | - | -------- | -
|                                           |  |          |             |   |          |  
|ASSETS                                     |  |          |             |   |          |  
|Goodwill                                   |  |          | 11,121,308  |   |          |  
|                                           |  |          |             |   |          |  
|TOTAL ASSETS                               |  | $        | 32,706,284  |   |          | $
|                                           |  |          |             |   |          |  
|STOCKHOLDERS’ EQUITY                       |  |          |             |   |          |  
|Accumulated deficit                        |  |          | (36,126,307 | ) |          |  
|Accumulated other comprehensive income     |  |          | 472,823     |   |          |  
|                                           |  |          |             |   |          |  
|                                           |  | $        | 19,060,729  |   |          | $
|                                           |  |          |             |   |          |  
|TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |  | $        | 32,706,284  |   |          | $



As
a result of restatement of the consolidated balance sheet as of June 30, 2010, total assets decreased from $32,742,657 as originally
reported, to $32,706,284, a decrease of $36,373. The decrease of total assets was derived from a decrease of $36,373 in goodwill.
The accumulated deficit increased from $36,120,023 as originally reported, to $36,126,307, a increase of $6,284 which was the increase
in impairment of goodwill. The accumulated other comprehensive income decreased from $502,912 to $472,823. There
were no changes in liabilities and minority interest.



70







|CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
|----------------------------------------------------------
|ITEMS                                                     



|                                                        |  | Restated |             |   | Original |  
|------------------------------------------------------- |  | -------- | ----------- | - | -------- | -
|                                                        |  |          |             |   |          |  
|Impairment on Goodwill *                                |  |          | (11,105,407 | ) |          |  
|                                                        |  |          |             |   |          |  
|Loss before income taxes and minority interests         |  | $        | (12,685,209 | ) |          | $
|Income taxes                                            |  |          | -           |   |          |  
|                                                        |  |          |             |   |          |  
|Net loss before minority interests                      |  | $        | (12,685,209 | ) |          | $
|Minority interests                                      |  |          | (158,828    | ) |          |  
|                                                        |  |          |             |   |          |  
|Net loss                                                |  | $        | (12,844,037 | ) |          | $
|                                                        |  |          |             |   |          |  
|Net loss per share:                                     |  |          |             |   |          |  
|-Basic and diluted                                      |  | $        | (0.0507     | ) |          | $
|                                                        |  |          |             |   |          |  
|Weighted average no. of common stock -Basic and diluted |  |          | 253,343,004 |   |          |  



* The impairment
of goodwill increased from $11,099,123 as originally reported, to $11,105,407, a increase of $6,284 and so the net loss also increased
$6,824 from $12,837,753 as originally reported, to $12,844,037.



71





STATEMENTS
OF CASH FLOWS

ITEMS

|                                          |  | Restated |             |   | Original |  
|----------------------------------------- |  | -------- | ----------- | - | -------- | -
|                                          |  |          |             |   |          |  
|Cash flows from operating activities      |  |          |             |   |          |  
|Net loss                                  |  | $        | (12,844,037 | ) |          | $
|Impairment of goodwill                    |  |          | 11,105,407  |   |          |  
|                                          |  |          |             |   |          |  
|Net cash provided by operating activities |  | $        | 456,966     |   |          | $



Net loss increased by $6,284 from $12,837,753 to $12,844,037
and the impairment of goodwill increased by $6,284 from $11,099,123 to $11,105,407. The net cash provided by operating activities
have no change.



72







Item 15. Exhibits and Financial
Statement Schedules(II)



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



|                                             | PAGE
|-------------------------------------------- | ----
|                                             |     
|STATEMENTS OF ASSETS, LIABILITIES AND EQUITY | 74  
|                                             |     
|STATEMENTS OF operations                     | 76  
|                                             |     
|Statement of cash flows                      | 77  



73







APT PAPER GROUP LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

AS AT MAY 31, 2010

(Stated in US Dollars)



|ASSETS                                     |  |   |            | 
|------------------------------------------ |  | - | ---------- | 
|Current assets                             |  |   |            | 
|Cash and cash equivalents                  |  | $ | 649,448    | 
|Accounts receivable, net                   |  |   | 4,364,583  | 
|Deposits, prepayment and other receivables |  |   | 1,153,115  | 
|Inventory                                  |  |   | 2,591,729  | 
|                                           |  |   |            | 
|Total current assets                       |  | $ | 8,758,875  | 
|Plant and equipment, net                   |  |   | 8,096,469  | 
|Intangible assets, net                     |  |   | 1,168,141  | 
|                                           |  |   |            | 
|TOTAL ASSETS                               |  | $ | 18,023,485 | 
|                                           |  |   |            | 
|LIABILITIES AND STOCKHOLDERS’ EQUITY       |  |   |            | 
|Current liabilities                        |  |   |            | 
|Accounts payable                           |  | $ | 3,737,602  | 
|Accrued liabilities and other payable      |  |   | 2,186,525  | 
|Customers deposits                         |  |   | 136,136    | 
|Finance leases                             |  |   | 152,420    | 
|Short term loan                            |  |   | 5,256,654  | 
|Business and other taxes payable           |  |   | 95,728     | 
|                                           |  |   |            | 
|Total current liabilities                  |  | $ | 11,565,065 | 
|                                           |  |   |            | 
|TOTAL LIABILITIES                          |  | $ | 11,565,065 | 



74







APT PAPER GROUP LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

AS AT MAY 31, 2010

(Stated in US Dollars)



|STOCKHOLDERS’ EQUITY                                                                                                        |  |   |             |  
|--------------------------------------------------------------------------------------------------------------------------- |  | - | ----------- | -
|                                                                                                                            |  |   |             |  
|Common stock at $0.2 par value, 2,000,000,000 shares authorized, 133,940,030 shares issued and outstanding at May 31, 2010; |  | $ | 26,788,006  |  
|Additional paid-in capital                                                                                                  |  |   | 308,905     |  
|Statutory surplus reserve                                                                                                   |  |   | 350         |  
|Accumulated deficit                                                                                                         |  |   | (21,868,656 | )
|Accumulated other comprehensive income                                                                                      |  |   | 1,229,815   |  
|                                                                                                                            |  |   |             |  
|                                                                                                                            |  | $ | 6,458,420   |  
|                                                                                                                            |  |   |             |  
|TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY                                                                                  |  | $ | 18,023,485  |  



75







APT PAPER GROUP LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME
AND COMPREHENSIVE LOSS

FOR THE PERIOD FROM JANUARY 1 TO MAY 31,
2010

(Stated in US Dollars)



|Net revenues                                            |  | $ | 5,829,841   |  
|------------------------------------------------------- |  | - | ----------- | -
|Cost of net revenues                                    |  |   | (4,888,245  | )
|                                                        |  |   |             |  
|Gross loss                                              |  | $ | 941,596     |  
|Selling, general and administrative expenses            |  |   | (1,352,542  | )
|                                                        |  |   |             |  
|Loss from operations                                    |  | $ | (410,946    | )
|Interest income                                         |  |   | 132         |  
|Interest expense                                        |  |   | (153,274    | )
|Other income                                            |  |   | 42,638      |  
|                                                        |  |   |             |  
|Loss before income taxes                                |  | $ | (521,450    | )
|Income taxes                                            |  |   | -           |  
|                                                        |  |   |             |  
|Net loss                                                |  | $ | (521,450    | )
|                                                        |  |   |             |  
|Net loss per share:                                     |  |   |             |  
|-Basic and diluted                                      |  | $ | (0.0039     | )
|                                                        |  |   |             |  
|Weighted average no. of common stock -Basic and diluted |  |   | 133,940,030 |  



76







APT PAPER GROUP LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS

FOR THE PERIOD FROM JANUARY 1 TO MAY 31,
2010

(Stated in US Dollars)



|Cash flows from operating activities                                            |  |   |            |  
|------------------------------------------------------------------------------- |  | - | ---------- | -
|Net loss                                                                        |  | $ | (521,450   | )
|Amortization of intangible assets                                               |  |   | 13,285     |  
|Depreciation                                                                    |  |   | 296,170    |  
|                                                                                |  |   |            |  
|Adjustments to reconcile net loss to net cash provided by operating activities: |  |   |            |  
|Accounts receivable, net                                                        |  |   | (1,056,627 | )
|Deposits, prepayment and other receivable                                       |  |   | (844,520   | )
|Inventory                                                                       |  |   | (1,055,192 | )
|Accounts payables                                                               |  |   | 1,376,357  |  
|Accrued liabilities and other payable                                           |  |   | 457,083    |  
|                                                                                |  |   |            |  
|Net cash used in operating activities                                           |  | $ | (1,334,894 | )
|                                                                                |  |   |            |  
|Net cash provided by investing activities                                       |  | $ | -          |  
|                                                                                |  |   |            |  
|Cash flows from financing activities                                            |  |   |            |  
|Advance from a related party                                                    |  | $ | (327,931   | )
|Repayment of finance lease                                                      |  |   | (86,088    | )
|Bank loans                                                                      |  |   | 1,014,223  |  
|                                                                                |  |   |            |  
|Net cash provided by/(used in) financing activities                             |  | $ | 600,204    |  
|                                                                                |  |   |            |  
|Net decrease in cash and cash equivalents                                       |  | $ | (734,690   | )
|Effect of foreign currency translation on cash and cash equivalents             |  |   | 956,001    |  
|Cash and cash equivalents–beginning of year                                     |  |   | 428,137    |  
|Cash and cash equivalents–end of period                                         |  | $ | 649,448    |  
|                                                                                |  |   |            |  
|Supplementary cash flow information:                                            |  |   |            |  
|Interest received                                                               |  | $ | 132        |  
|Interest expense                                                                |  |   | (153,274   | )



77







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 CORPORATION |                        
| | --------------------- | -----------------------
| |                       |                        
| | By:                   | /s/ China Hsun Wu      
| |                       | Chia Hsun Wu           
| |                       | Chief Executive Officer
| |                       |                        
| | By:                   | /s/ Thomas Lee         
| |                       | Thomas Lee             
| |                       | Chief Financial Officer



Dated:   March 14, 2012



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: March 14, 2012
|-------------------- |  | ------------------------------------ |  | --------------------
|                     |  |                                      |  |                     
|/s/ Fred Peck        |  | Director                             |  |                     
|Fred Peck            |  |                                      |  |                     
|                     |  |                                      |  |                     
|/s/ China Hsun Wu    |  | Director and Chief Executive Officer |  |                     
|Chia Hsun Wu         |  |                                      |  |                     
|                     |  |                                      |  |                     
|/s/Hiroshi Shinohara |  | Director                             |  |                     
|Hiroshi Shinohara    |  |                                      |  |                     



78