UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





(Mark
One)


[X]
            Quarterly
      Report Pursuant To Section 13 Or 15(d) Of The Securities Exchange Act Of
      1934





For the
quarterly period ended:March
31, 2009





Or




[__]
            Transition
      Report Pursuant To Section 13 Or 15(d) Of The Securities Exchange Act Of
      1934





For the
transition period from ______________ to _______________





Commission
File Number: 000-53148




TAI
PAN HOLDING, INC.


(Exact
name of registrant as specified in its charter)




Delaware
            
            26-0904488(State
      or other jurisdiction of incorporation of origination)
            
            (I.R.S.
      Employer Identification Number)





99
      S Lake Avenue, Suite 208
                Pasadena,
      California
              
              91101(Address
      of principal executive offices)
              
              (Zip
      code)(626)
      577-8300(Registrant’s
      telephone number, including area
code)




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 whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).  Yes [__] No
[__]





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.





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





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


Yes
[   ] No [X]





APPLICABLE
ONLY TO CORPORATE ISSUERS:





Indicate
the number of shares outstanding of each issuer’s classes of common stock, as of
the latest practicable date: 81,000,000issued and outstanding as ofMay22,2009.





Transitional
Small Business Disclosure Form (Check one): Yes [   ] No
[X]

















TABLE
OF CONTENTS


TO
QUARTERLY REPORT ON FORM 10-Q


FOR
QUARTER ENDED MARCH 31, 2009








PART
      I
                  FINANCIAL
      INFORMATION
                  PageItem
      1.
                  Financial
      Statements (unaudited)
                  3Balance
      Sheets
                  3Statements
      of Operations
                  4Statements
      of Stockholders’ Deficit
                  5Statements
      of Cash Flows
                  6Notes
      to the Financial Statements
                  7Item
      2.
                  Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
                  13Item
      3.
                  Quantitative
      and Qualitative Disclosures about Market Risk
                  16Item
      4T.
                  Controls
      and Procedures
                  16





PART
      II
                  OTHER
      INFORMATIONItem
      1.
                  Legal
      Proceedings
                  16Item
      1A.
                  Risk
      Factors
                  16Item
      2.
                  Unregistered
      Sales of Equity Securities and Use of Proceeds
                  16Item
      3.
                  Defaults
      Upon Senior Securities
                  17Item
      4.
                  Submission
      of Matters to a Vote of Security Holders
                  17Item
      5.
                  Other
      Information
                  17Item
      6.
                  Exhibits
                  17Signatures
                  
                  18








2





PART
I – FINANCIAL INFORMATION





ITEM
      1.
            FINANCIAL
      STATEMENTS







Tai
Pan Holding, Inc.


(Formerly
known as Unicapital Acquisition Corp.)


(A
Development Stage Company)


Balance
Sheets


March 31,2009
                                                    
                                                    
                                                    December
31,(unaudited)
                                                    
                                                    
                                                    2008ASSETSCurrent
    assetsCash
                                                    
                                                    $
                                                    13,091
                                                    
                                                    
                                                    $
                                                    27,932Accounts
      receivable
                                                    
                                                    
                                                    9,448
                                                    
                                                    
                                                    
                                                    1,092Other
      receivables
                                                    
                                                    
                                                    1,216
                                                    
                                                    
                                                    
                                                    30,764Inventories
                                                    
                                                    
                                                    35,474
                                                    
                                                    
                                                    
                                                    116,201Total current
      assets
                                                    
                                                    
                                                    59,229
                                                    
                                                    
                                                    
                                                    175,989Property and equipment -
      net
                                                    
                                                    
                                                    50,058
                                                    
                                                    
                                                    
                                                    58,647Other
assets
                                                    
                                                    
                                                    13,287
                                                    
                                                    
                                                    
                                                    315,901Total
      assets
                                                    
                                                    $
                                                    122,574
                                                    
                                                    
                                                    $
                                                    550,537LIABILITIES AND STOCKHOLDERS'
      DEFICITCurrent
      liabilitiesAccounts
      payable
                                                    
                                                    $
                                                    8,590
                                                    
                                                    
                                                    $
                                                    8,035Accrued
      liabilities
                                                    
                                                    
                                                    123,217
                                                    
                                                    
                                                    
                                                    136,321Note payable to related
      party
                                                    
                                                    
                                                    73,954
                                                    
                                                    
                                                    
                                                    112,564Line of
    credit
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    299,940Other current
      liabilities
                                                    
                                                    
                                                    1,164
                                                    
                                                    
                                                    
                                                    28,484Total current
      liabilities
                                                    
                                                    
                                                    206,925
                                                    
                                                    
                                                    
                                                    585,344Stockholders'
      deficitPreferred stock: $0.01 par value,
      20,000,000 shares authorized; none
      issued
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -Common stock: $0.01 par value;
      300,000,000 shares authorized; 81,000,000 and
      78,000,000 issued in 2009 and 2008,
      respectively
                                                    
                                                    
                                                    810,000
                                                    
                                                    
                                                    
                                                    780,000Additional paid-in
      capital
                                                    
                                                    
                                                    502,500
                                                    
                                                    
                                                    
                                                    382,500Deficit
                                                    
                                                    
                                                    (1,396,851
                                                    )
                                                    
                                                    
                                                    (1,197,307
                                                    )Total stockholders'
      deficit
                                                    
                                                    
                                                    (84,351
                                                    )
                                                    
                                                    
                                                    (34,807
                                                    )Total liabilities and
      stockholders' deficit
                                                    
                                                    $
                                                    122,574
                                                    
                                                    
                                                    $
                                                    550,537





See notes
to the financial statements.




3








Tai
Pan Holding, Inc.


(Formerly
known as Unicapital Acquisition Corp.)


(A
Development Stage Company)


Statements
of Operations


(Unaudited)


Period fromThree
                                                          
                                                          
                                                          Three
                                                          
                                                          
                                                          September 5,
      2007months
ended
                                                          
                                                          
                                                          months
ended
                                                          
                                                          
                                                          (inception)
    toMarch 31,
    2009
                                                          
                                                          
                                                          March 31,
    2008
                                                          
                                                          
                                                          March 31,
    2009Revenues
                                                          
                                                          $
                                                          123,058
                                                          
                                                          
                                                          $
                                                          -
                                                          
                                                          
                                                          $
                                                          304,264Cost of
    sales
                                                          
                                                          
                                                          115,542
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          251,633Gross
profit
                                                          
                                                          
                                                          7,516
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          52,631Operating
      expensesSales and
      marketing
                                                          
                                                          
                                                          18,032
                                                          
                                                          
                                                          
                                                          12,030
                                                          
                                                          
                                                          
                                                          140,424Research and
      development
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          89,526
                                                          
                                                          
                                                          
                                                          337,489General and
      administrative
                                                          
                                                          
                                                          183,168
                                                          
                                                          
                                                          
                                                          203,684
                                                          
                                                          
                                                          
                                                          961,170Total operating
      expenses
                                                          
                                                          
                                                          201,200
                                                          
                                                          
                                                          
                                                          305,240
                                                          
                                                          
                                                          
                                                          1,439,083Loss from
      operations
                                                          
                                                          
                                                          (193,684
                                                          )
                                                          
                                                          
                                                          (305,240
                                                          )
                                                          
                                                          
                                                          (1,386,452
                                                          )Other income
      (expense)Interest
    income
                                                          
                                                          
                                                          1,252
                                                          
                                                          
                                                          
                                                          2,639
                                                          
                                                          
                                                          
                                                          13,672Finance
    charges
                                                          
                                                          
                                                          (3,318
                                                          )
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          (18,100
                                                          )Franchise
    Taxes
                                                          
                                                          
                                                          (904
                                                          )
                                                          
                                                          
                                                          (510
                                                          )
                                                          
                                                          
                                                          (1,414
                                                          )Miscellaneous
      expenses
                                                          
                                                          
                                                          (2,890
                                                          )
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          (4,557
                                                          )Net loss
                                                          
                                                          $
                                                          (199,544
                                                          )
                                                          
                                                          $
                                                          (303,111
                                                          )
                                                          
                                                          $
                                                          (1,396,851
                                                          )Basic and diluted loss per common
      share
                                                          
                                                          
                                                          *
                                                          
                                                          
                                                          
                                                          *Basic and diluted weighted average
      common shares outstanding
                                                          
                                                          
                                                          80,000,000
                                                          
                                                          
                                                          
                                                          78,000,000*
      Less than $0.01.





See notes
to the financial statements.





4




Tai
Pan Holding, Inc.


(Formerly
known as Unicapital Acquisition Corp.)


(A
Development Stage Company)


Statements
of Stockholders’ Deficit


(Unaudited)


Additional
                                                
                                                
                                                Retained
                                                
                                                
                                                TotalCommon
Stock
                                                
                                                
                                                paid-in
                                                
                                                
                                                Earnings
                                                
                                                
                                                Stockholders'Shares
                                                
                                                
                                                Amount
                                                
                                                
                                                capital
                                                
                                                
                                                Deficit
                                                
                                                
                                                deficitBalance, September 5,
      2007
                                                
                                                
                                                -
                                                
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                -Issuance of stock for cash at
      $0.01per share in
      September 2007
                                                
                                                
                                                75,000,000
                                                
                                                
                                                
                                                750,000
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                750,000Net loss
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                (126,101
                                                )
                                                
                                                
                                                (126,101
                                                )Balance, December 31,
      2007
                                                
                                                
                                                75,000,000
                                                
                                                
                                                $
                                                750,000
                                                
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                (126,101
                                                )
                                                
                                                $
                                                623,899Issuance of stock for cash at
      $0.0125per share in
      December 2008
                                                
                                                
                                                3,000,000
                                                
                                                
                                                
                                                30,000
                                                
                                                
                                                
                                                7,500
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                37,500Recognition of stock based
      compensation
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                375,000
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                375,000Net loss
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                (1,071,206
                                                )
                                                
                                                
                                                (1,071,206
                                                )Balance, December 31,
      2008
                                                
                                                
                                                78,000,000
                                                
                                                
                                                $
                                                780,000
                                                
                                                
                                                $
                                                382,500
                                                
                                                
                                                $
                                                (1,197,307
                                                )
                                                
                                                $
                                                (34,807
                                                )Issuance of stock for cash at
      $0.025per share in
      January 2009
                                                
                                                
                                                3,000,000
                                                
                                                
                                                
                                                30,000
                                                
                                                
                                                
                                                45,000
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                75,000Recognition of stock based
      compensation
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                75,000
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                75,000Net loss
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                (199,544
                                                )
                                                
                                                
                                                (199,544
                                                )Balance, March 31,
      2009
                                                
                                                
                                                81,000,000
                                                
                                                
                                                $
                                                810,000
                                                
                                                
                                                $
                                                502,500
                                                
                                                
                                                $
                                                (1,396,851
                                                )
                                                
                                                $
                                                (84,351
                                                )


See notes
to the financial statements.




5







Tai
Pan Holding, Inc.


(Formerly
known as Unicapital Acquisition Corp.)


(A
Development Stage Company)


Statements
of Cash Flows


(Unaudited)


Period fromThree
                                                              
                                                              
                                                              Three
                                                              
                                                              
                                                              September 5,
      2007months
ended
                                                              
                                                              
                                                              months
ended
                                                              
                                                              
                                                              (inception)
    toMarch 31,
    2009
                                                              
                                                              
                                                              March 31,
    2008
                                                              
                                                              
                                                              March 31,
    2009Operating
      activitiesNet loss
                                                              
                                                              $
                                                              (199,544
                                                              )
                                                              
                                                              $
                                                              (303,111
                                                              )
                                                              
                                                              $
                                                              (1,396,851
                                                              )Adjustments to reconcile net loss
      to net cash used in operating
      activitiesDepreciation
                                                              
                                                              
                                                              5,717
                                                              
                                                              
                                                              
                                                              3,437
                                                              
                                                              
                                                              
                                                              51,476Non-cash stock based
      compensation
                                                              
                                                              
                                                              75,000
                                                              
                                                              
                                                              
                                                              37,500
                                                              
                                                              
                                                              
                                                              450,000Changes in operating assets and
      liabilities:Prepaid
      expenses
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              (10,599
                                                              )
                                                              
                                                              
                                                              -Accounts
      receivable
                                                              
                                                              
                                                              (8,356
                                                              )
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              (9,448
                                                              )Other
      receivables
                                                              
                                                              
                                                              29,548
                                                              
                                                              
                                                              
                                                              (600
                                                              )
                                                              
                                                              
                                                              (1,216
                                                              )Inventories
                                                              
                                                              
                                                              80,727
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              (35,474
                                                              )Other
    asssets
                                                              
                                                              
                                                              302,614
                                                              
                                                              
                                                              
                                                              (300,000
                                                              )
                                                              
                                                              
                                                              (13,287
                                                              )Accounts
      payable
                                                              
                                                              
                                                              555
                                                              
                                                              
                                                              
                                                              679
                                                              
                                                              
                                                              
                                                              8,590Other current
      liabilities
                                                              
                                                              
                                                              (27,320
                                                              )
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              1,164Accrued
      liabilities
                                                              
                                                              
                                                              (13,104
                                                              )
                                                              
                                                              
                                                              178
                                                              
                                                              
                                                              
                                                              123,217Net cash provided by (used in)
      operating activities
                                                              
                                                              
                                                              245,837
                                                              
                                                              
                                                              
                                                              (572,516
                                                              )
                                                              
                                                              
                                                              (821,829
                                                              )Investing
      activitiesProceeds from sale of property and
      equipment
                                                              
                                                              
                                                              2,872
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              2,872Purchase of property and
      equipment
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              (71,679
                                                              )
                                                              
                                                              
                                                              (104,407
                                                              )Net cash provided by (used in)
      investing activities
                                                              
                                                              
                                                              2,872
                                                              
                                                              
                                                              
                                                              (71,679
                                                              )
                                                              
                                                              
                                                              (101,535
                                                              )Financing
      activitiesPayment of line of
      credit
                                                              
                                                              
                                                              (299,940
                                                              )
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -Proceeds from issuance (payment
      of) of note payable
                                                              
                                                              
                                                              (38,610
                                                              )
                                                              
                                                              
                                                              120,000
                                                              
                                                              
                                                              
                                                              73,955Proceeds from issuance of common
      stock
                                                              
                                                              
                                                              75,000
                                                              
                                                              
                                                              
                                                              500,000
                                                              
                                                              
                                                              
                                                              862,500Net cash provided by (used in)
      financing activities
                                                              
                                                              
                                                              (263,550
                                                              )
                                                              
                                                              
                                                              620,000
                                                              
                                                              
                                                              
                                                              936,455Net change in
      cash
                                                              
                                                              
                                                              (14,841
                                                              )
                                                              
                                                              
                                                              (24,195
                                                              )
                                                              
                                                              
                                                              13,091Cash, beginning of
      year
                                                              
                                                              
                                                              27,932
                                                              
                                                              
                                                              
                                                              98,321
                                                              
                                                              
                                                              
                                                              -Cash, end of
      year
                                                              
                                                              $
                                                              13,091
                                                              
                                                              
                                                              $
                                                              74,126
                                                              
                                                              
                                                              $
                                                              13,091Supplemental disclosure of cash
      flow informationCash paid
    for:Interest
                                                              
                                                              $
                                                              2,946
                                                              
                                                              
                                                              $
                                                              -
                                                              
                                                              
                                                              $
                                                              17,728
   See notes
to the financial statements.





6







Tai
Pan Holding, Inc.


(Formerly
known as Unicapital Acquisition Corp.)


(A
Development Stage Company)


Notes
to Financial Statements


(Unaudited)





NOTE
1                 BASIS
OF PRESENTATION





Tai Pan
Holding, Inc. (formerly known as Unicapital Acquisition Corp.) (the “Company”)
was incorporated in the state of Delaware on January 11, 2008.  Prior
to the merger transaction described in Note 2 below, the Company did not conduct
any business operations. Since the completion of the merger on March 16, 2009,
the Company has become a distributor and retailer of ATSC digital converter box,
which allows analog TV sets to receive digital signals after analog broadcasting
terminates on June 12, 2009.





The
accompanying unaudited financial statements have been prepared by the Company in
accordance with accounting principles generally accepted in the United States of
America for the preparation of interim financial information and the
instructions to Form 10-Q and Article 10 of Regulation S-X of the
Securities and Exchange Commission (SEC). Accordingly, they do not include all
of the information and notes required by accounting principles generally
accepted in the United States for complete financial statements. In the opinion
of management, all adjustments (consisting of normal recurring adjustments)
considered necessary for a fair presentation have been included. Financial
results for the three months ended March 31, 2009 are not necessarily indicative
of the results that may be expected for the year ending December 31,
2009.





Management
is required to make certain estimates and assumptions which affect the amounts
of assets, liabilities, revenue and expenses reported.  Actual results
could differ materially from these estimates and assumptions.





NOTE
2                 MERGER
AND ACQUISITION





On
January 2, 2009, William Tay, the majority shareholder of the Company entered
into a Share Purchase Agreement with Tai Pan Holding, Inc. (“Tai Pan”), a
Delaware corporation incorporated on September 5, 2007 under the name “Gridlink
Technologies, Inc.” On January 18, 2009, pursuant to such agreement, Mr. Tay
sold all 31,340,000 common shares of the Company held by him to Tai Pan for
$39,950 in consideration.





On March
11, 2009, the Company entered into an Agreement and Plan of Merger with Tai Pan.
On March 16, 2009, pursuant to this agreement, Tai Pan merged with and into the
Company, whereupon the separate existence of Tai Pan ceased and the Company was
the surviving entity. Concurrently, the Company cancelled the common shares
acquired from Mr. Tay, and the shareholders of Tai Pan received one common share
of the Company for each common share of Tai Pan held by such shareholders
immediately prior to the merger, with the common shares of Tai Pan cancelled in
connection therewith.  On March 25, 2009, the Company changed its name from
“Unicapital Acquisition Corp.” to “Tai Pan Holding, Inc.” in connection with the
merger.





The
merger transaction has been accounted for as a reverse merger, with the Company
as the legal acquirer and Tai Pan as the accounting acquirer. Prior to the
merger with Tai Pan, the Company was a shell company with no operations and no
net assets. Consequently, the financial information presented herein is that of
Tai Pan.





NOTE
3                 SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES





Managements’
Plan





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. The Company has incurred losses from
operations and used cash has negative cash flows from operating activities since
its inception. At March, 31, 2009 and December 31, 2008, the Company had $13,091
and $27,932, respectively in unrestricted cash.The
Company requires funding to maintain working capital to meet its growth plans
until such time revenues are sufficient to meets its anticipated cost structure.
These factors raise substantial doubt about the Company's ability to continue as
a going concern. Management's plans are to obtain additional funding through an
offering of common stock. There are no assurances that management will be
successful in its plans. The accompanying financial statements do not include
any adjustments that might result from the outcome of the
uncertainty.





Use
of Estimates





The
preparation of financial statements in conformity with accounting principles
generally accepted 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 financial statements, and the reported amounts revenue and expenses during
the reported periods. Actual results could materially differ from those
estimates.





7







Tai
Pan Holding, Inc.


(Formerly
known as Unicapital Acquisition Corp.)


(A
Development Stage Company)


Notes
to Financial Statements


(Unaudited)




Cash
and Cash Equivalents





For
purpose of the statement of cash flows, the Company considers all highly liquid
debt instruments purchased with an original maturity of three months or less to
be cash equivalents.





Revenue
Recognition





The
Company recognizes revenues when the earnings process is complete, evidenced by
an agreement between the Company and the customer, there has been delivery and
acceptance, collectability is probable, and pricing is fixed and determinable.
Revenue from service agreements is generally recognized ratably over the service
period or as the services are rendered. Allowances are established for
anticipated product returns, price protection, cooperative marketing, and sales
incentive programs.





Inventories





Inventories
are stated at the lower of cost or market. Cost is determined by using the
first-in first-out method





Research
and Development





Research
and development costs are expensed as incurred. The costs of materials and
equipment that will be acquired or constructed for research and development
activities, and that have alternative future uses, both in research and
development, marketing or sales, will be classified as property and equipment
and depreciated over their estimated useful lives.





Income
Taxes





The
Company accounts for income taxes in accordance with Financial Accounting
Standards Board ("FASB") Statement No. 109 "Accounting for Income Taxes." SFAS
No. 109 requires the Company to provide a net deferred tax asset/liability equal
to the expected future tax benefit/expense of temporary reporting differences
between book and tax accounting methods and any available operating loss or tax
credit carry forwards. A valuation allowance is established to offset the
deferred tax assets when it is more likely than not, that such tax assets will
not be recovered.





Loss
per Common Share





The
Company presents basic loss per share ("EPS") and diluted EPS on the face of the
statement of operations. Basic loss per share is computed as net loss divided by
the weighted average number of common shares outstanding for the period. Diluted
EPS reflects the potential dilution that could occur from common shares issuable
through stock options, warrants, and other convertible securities.





Risk
and Uncertainties





The
Company's operations are subject to new innovations in product design and
function. Significant technical changes can have an adverse effect on product
lives. Design and development of new products are important elements to achieve
and maintain profitability in the Company's industry segment.





The
Company may be subject to federal, state and local environmental laws and
regulations. The Company does not anticipate expenditures to comply with such
laws and does not believe that regulations will have a material impact on the
Company's financial position, results of operations, or cash flows. The Company
believes that its operations comply, in all material respects, with applicable
federal, state, and local environmental laws and regulations.





8





Tai
Pan Holding, Inc.


(Formerly
known as Unicapital Acquisition Corp.)


(A
Development Stage Company)


Notes
to Financial Statements


(Unaudited)





Concentrations of Risk





The
      Company, at times, maintains cash balances at certain financial
      institutions in excess of amounts insured by federal
    agencies.





The
Company’s sale and packaging of its product and other related services in 2008
were concentrated solely with a third party, as disclosed in Note 9(a). The loss
of this third party could have a material effect on the Company. The Company
will explore opportunities with other third parties as it continues to expand
its business.





Property
      and Equipment





Property
and equipment are stated at cost, less accumulated depreciation. The provision
for depreciation is computed using the straight-line method over the estimated
useful lives of the assets ranging from three (3) to seven (7) years.
Significant renewals and betterments are capitalized while maintenance and
repairs are charged to expense as incurred. Leasehold improvements are amortized
using the straight-line basis over the lesser of their estimated useful lives or
the term of the related lease.





The
      Company reviews its property and equipment for impairment whenever events
      or changes in circumstances indicate that the carrying amount of an asset
      may not be recoverable. Recoverability of assets to be held and used is
      measured by a comparison of the carrying amount of an asset to the future
      undiscounted operating cash flows expected to be generated by the asset.
      If such assets are considered to be impaired, the impairment to be
      recognized is measured by the amount by which the carrying amount of the
      asset exceeds the fair value of the asset. Long-lived assets to be
      disposed of are reported at the lower of carrying amount or fair value
      less costs to sell.





Stock-Based
Compensation





At
inception, the Company adopted SFAS No. 123 (revised 2004), "Share-Based
Payment" ("SFAS 123R"). SFAS 123R requires that the Company account for all
stock-based compensation using a fair-value method and recognize the fair value
of each award as an expense over the service period.





Accounting
for Stock Options Issued to Consultants





The
Company measures compensation expense for its non-employee stock-based
compensation under Emerging Issues Task Force ("EITF") No. 96-18 "Accounting for
Equity Instruments that are Issued to Other Than Employees for Acquiring, or in
Conjunction with Selling, Goods or Services". The fair value of the option
issued or committed to be issued is used to measure the transaction, as this is
more reliable than the fair value of the services received. The fair value is
measured at the value of the Company's common stock on the date that the
commitment for performance by the counterparty has been reached or the
counterparty's performance is complete. The fair value of the equity instrument
is charged directly to stock-based compensation expense and credited to
additional paid-in capital.





Fair
Value Measurements





On
January 1, 2008, the Company adopted SFAS No. 157 (SFAS 157), Fair Value Measurements which
became effective for the Company.  SFAS 157 relates to financial
assets and financial liabilities. In February 2008, the FASB issued FASB Staff
Position (FSP) No. FAS 157-2, Effective Date of FASB Statement
No. 157, which delayed the effective date of SFAS 157 for all
nonfinancial assets and nonfinancial liabilities, except those that are
recognized or disclosed at fair value in the financial statements on at least an
annual basis, until January 1, 2009 for calendar year-end
entities.





SFAS 157
defines fair value, establishes a framework for measuring fair value in
accounting principles generally accepted in the United States of America (GAAP),
and expands disclosures about fair value measurements. The provisions of this
standard apply to other accounting pronouncements that require or permit fair
value measurements and are to be applied prospectively with limited exceptions.
FSP FAS 157-1 amends SFAS 157 to exclude from the scope of SFAS 157 certain
leasing transactions accounted for under Statement of Financial Accounting
Standards No. 13, “Accounting for Leases.” FSP FAS 157-2 amends SFAS 157 to
defer the effective date of SFAS 157 for all non-financial assets and
non-financial liabilities except those that are recognized or disclosed at fair
value in the financial statements on a recurring basis to fiscal years beginning
after November 15, 2008. In addition, effective for the third quarter of 2008,
the Company adopted FASB Staff Position 157-3 “Determining the Fair Value of a
Financial Asset When the Market for That Asset Is Not Active” (“FSP FAS 157-3”).
FSP FAS 157-3 clarifies the application of SFAS 157 to financial instruments in
an inactive market. The adoption of SFAS 157 and FSP FAS 157-3 did not have a
material impact on the Company’s financial statements since the Company
generally does not record its financial assets and liabilities in its financial
statements at fair value.





9





Tai
Pan Holding, Inc.


(Formerly
known as Unicapital Acquisition Corp.)


(A
Development Stage Company)


Notes
to Financial Statements


(Unaudited)





Effective
January 1, 2008, the Company also adopted, on a prospective basis, Statement of
Financial Accounting Standards No. 159, “The Fair Value Option for Financial
Assets and Financial Liabilities” (“SFAS 159”). SFAS 159 permits entities to
choose to measure many financial instruments and certain other items at fair
value. The adoption of SFAS 159 did not have a material impact on the Company’s
financial statements since the Company elected not to apply the fair value
option for any of its eligible financial instruments or other
items.





Recent
Accounting Pronouncements





In
April 2009, the FASB issued FSP FAS 107-1 and Accounting Principles Board
(APB) 28-1, Interim
Disclosures about Fair Value of Financial Instruments. The FSP amends
SFAS No. 107 “Disclosures about Fair Value of Financial Instruments” to
require an entity to provide disclosures about fair value of financial
instruments in interim financial information. This FSP is to be applied
prospectively and is effective for interim and annual periods ending after
June 15, 2009 with early adoption permitted for periods ending after
March 15, 2009. The Company will include the required disclosures in its
quarter ending June 30, 2009.





In
December 2007, the FASB issued SFAS No. 141(R), Business Combinations, which
became effective January 1, 2009 via prospective application to business
combinations. This Statement requires that the acquisition method of accounting
be applied to a broader set of business combinations, amends the definition of a
business combination, provides a definition of a business, requires an acquirer
to recognize an acquired business at its fair value at the acquisition date and
requires the assets and liabilities assumed in a business combination to be
measured and recognized at their fair values as of the acquisition date (with
limited exceptions). The Company adopted this Statement on January 1, 2009.
There was no impact upon adoption, and its effects on future periods will depend
on the nature and significance of business combinations subject to this
statement.




In
April 2009, the FASB issued FSP FAS 141(R)-1, Accounting for Assets Acquired and
Liabilities Assumed in a Business Combination That Arise from
Contingencies. This FSP requires that assets acquired and liabilities
assumed in a business combination that arise from contingencies be recognized at
fair value if fair value can be reasonably estimated. If fair value cannot be
reasonably estimated, the asset or liability would generally be recognized in
accordance with SFAS No. 5, “Accounting for Contingencies” and FASB
Interpretation No. 14, “Reasonable Estimation of the Amount of a Loss”.
Further, the FASB removed the subsequent accounting guidance for assets and
liabilities arising from contingencies from SFAS No. 141(R). The
requirements of this FSP carry forward without significant revision the guidance
on contingencies of SFAS No. 141, “Business Combinations”, which was
superseded by SFAS No. 141(R) (see previous paragraph). The FSP also
eliminates the requirement to disclose an estimate of the range of possible
outcomes of recognized contingencies at the acquisition date. For unrecognized
contingencies, the FASB requires that entities include only the disclosures
required by SFAS No. 5. This FSP was adopted effective January 1,
2009. There was no impact upon adoption, and its effects on future periods will
depend on the nature and significance of business combinations subject to this
statement.





10





Tai
Pan Holding, Inc.


(Formerly
known as Unicapital Acquisition Corp.)


(A
Development Stage Company)


Notes
to Financial Statements


(Unaudited)





NOTE
4                  PROPERTY
AND EQUIPMENT





At March
31, 2009 and December 31, 2008, property and equipment consisted of the
following:


March 31,
                            
                            
                            December
31,2009
                            
                            
                            2008Furniture and
      fixtures
                            
                            $
                            9,495
                            
                            
                            $
                            9,495Leasehold
      improvements
                            
                            
                            1,350
                            
                            
                            
                            1,350Machinery and
      equipment
                            
                            
                            19,138
                            
                            
                            
                            19,138Test
    equipment
                            
                            
                            32,519
                            
                            
                            
                            35,391Software
                            
                            
                            39,033
                            
                            
                            
                            39,033101,535
                            
                            
                            
                            104,407Less accummulated
      depreciation
                            
                            
                            51,477
                            
                            
                            
                            45,760$
                            50,058
                            
                            
                            $
                            58,647





Provisions
for depreciation for the quarter ended March 31, 2009 and March 31, 2008 were
$5,717 and $3,437 respectively.





NOTE
5                  OTHER
ASSETS





At March 31, 2009 and December 31,
2008, other assets consisted of the following:


March 31,
                          
                          December
31,2009
                          
                          2008Certificate of deposit -
      restricted
                          
                          $
                          -
                          
                          
                          $
                          302,614Deposit
                          
                          
                          13,287
                          
                          
                          
                          13,287$
                          13,287
                          
                          
                          $
                          315,901




NOTE
6                 LINE
OF CREDIT




On March
12, 2008, the Company obtained a line of credit from United Commercial Bank
amounting to $300,000. The line of credit bears interest at 4.44% per annum and
is collateralized by the Company’s certificate of deposit. The Company has paid
off the total balance of $299,940 at the maturity date of February 13,
2009.





NOTE
7                 RELATED
PARTY TRANSACTION





On April
21, 2008, the Company issued a promissory note payable to Tai Pan Capital
Private Limited, an affiliate, amounting to $120,000.  The promissory
note bears interest at 6% per annum and is collateralized by the Company’s
inventories and accounts receivable.  As of March 31, 2009, the
balance of the promissory note amounted to $73,954.





NOTE
8                 STOCKHOLDERS’
EQUITY





During
the period from January 11, 2008 (Inception) to March 31, 2009, the Company
issued 81,000,000 shares of its common stock for a total consideration of
$862,500. Management believes the price per share, par value, paid by investors
was representative of fair value at the date of issuance.





NOTE
9 COMMITMENT
AND CONTINGENCIES





a)           Agreements
with Apex Digital, Inc.





On
November 16, 2008, in connection with the sale and packaging of its products and
other related services, the Company entered into various agreements with Apex
Digital, Inc. These agreements are as follows: (a) Product Sales and Purchase
Agreement; (b) Fulfillment and Service Agreement (c) Sales Commission Agreement;
and, (d) Service and Payment Agreement.  These agreements will
terminate on July 31, 2009.





b)           Lease





The
Company leases certain facilities under non-cancelable operating leases. The
future minimum annual lease payments at March 31, 2009 are approximately $26,574
for calendar year 2009. The Company recognized $13,722 and $13,370 of rent
expenses for the quarter ended March 31, 2009 and March 31, 2008.




c)           Litigation
 
 Two of
the Company’s former employees filed a legal action against the Company for
breach of contract for failure to pay severance pay upon their termination from
employment and pursuant to Employment Agreements. Based on the Company’s
external legal counsel, it is probable that the Company may be expected to pay a
total of approximately $100,000 to settle with the two former employees. The
Company accrued this liability as of March 31, 2009.





11





Tai
Pan Holding, Inc.


(Formerly
known as Unicapital Acquisition Corp.)


(A
Development Stage Company)


Notes
to Financial Statements


(Unaudited)


NOTE
10               INCOME
TAXES





As of
March 31, 2009, the Company has available net operating loss (NOL)
carry-forwards that approximate $1,356,861 and may be applied against future
taxable income through tax year 2025.  A valuation reserve has been
set up to entirely offset any deferred tax asset since it is more likely than
not that the deferred tax assets will not be realized.





NOTE
11               STOCK
OPTION PLANS AND GRANTS





On
February 28, 2008, the Company adopted the 2008 stock incentive plan (the "2008"
Plan). Under the 2008 Plan, the Board of Directors may grant to selected
employees, directors and other independent advisors options to purchase up to
50,000,000 shares of common stock during their period of service with the
Company.





On March
1, 2008, the Board of Directors granted 50,000,000 stock options to key
employees, directors, and consultants at a $0.01 exercise price per share. The
value of the options was determined using the Black-Scholes model with the
following assumptions:





Estimated
      fair value of underlying common stock
                  0.01Expected
      life (in years)
                  6.0Risk-free
      interest rate
                  2.78%Expected
      volatility
                  134%Dividend
      yield
                  0%





The
expected option life was estimated based upon the average of the contractual
term of the underlying stock option under the 2008 Plan and the vesting term.
The expected volatility of the Company's stock price is based upon the average
of three similar competitors' historical daily changes in the price of their
common stock. The risk-free interest rate is based upon the current yield on
U.S. Treasury securities having a term similar to the expected option term.
Dividend yield is estimated at zero because the Company does not anticipate
paying dividends in the foreseeable future.





The value
ascribed to the options was $450,000 and will be expensed over the vesting
period of one year. The Company recognized compensation expenses during the
quarters ended March 31, 2009 and 2008 were $75,000 and $37,500,
respectively.





On April
28, 2009, the Company terminated the 2008 Plan and the options granted
thereunder.





12





ITEM
      2.
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS




Forward
Looking Statement Notice





Certain
statements made in this periodic report on Form 10-Q are “forward-looking
statements” (within the meaning of the Private Securities Litigation Reform Act
of 1995) in regard to the plans and objectives of management for future
operations. Such statements involve known and unknown risks, uncertainties and
other factors that may cause actual results, performance or achievements of Tai
Pan Holding, Inc. (“we”, “us”, “our” or the “Company”) to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. The forward-looking statements
included herein are based on current expectations that involve numerous risks
and uncertainties. The Company's plans and objectives are based, in part, on
assumptions involving the continued expansion of business. Assumptions relating
to the foregoing involve judgments with respect to, among other things, future
economic, competitive and market conditions and future business decisions, all
of which are difficult or impossible to predict accurately and many of which are
beyond the control of the Company. Although the Company believes its assumptions
underlying the forward-looking statements are reasonable, any of the assumptions
could prove inaccurate and, therefore, there can be no assurance the
forward-looking statements included in this Quarterly Report will prove to be
accurate. In light of the significant uncertainties inherent in the
forward-looking statements included herein, the inclusion of such information
should not be regarded as a representation by the Company or any other person
that the objectives and plans of the Company will be achieved.





Overview





Tai Pan
Holding, Inc. (the “Company”), formerly known as Unicapital Acquisition Corp.,
was incorporated in Delaware on January 11, 2008. On March 11, 2009, the Company
entered into an agreement and plan of merger with Tai Pan Holding, Inc. (“Tai
Pan”), a Delaware corporation merged with Tai Pan Holding, Inc., a Delaware
corporation, pursuant to which the Company merged with Tai Pan on March 16,
2009, with the Company as the surviving entity. We accounted for this merger
transaction as a reverse acquisition and recapitalization and, as a result, our
consolidated financial statements are in substance those of Tai Pan, with the
assets and liabilities, and revenues and expenses, of the Company being included
effective from the date of the merger transaction. Please see Note 2 to our
unaudited financial statements included in this report for further details of
this transaction. In connection with the merger, the Company changed its name to
“Tai Pan Holding, Inc.” on March 25, 2009.





Prior to
the merger acquisition, Tai Pan was developing high-speed wireless
communications equipment and accessories that enable the transmission of data,
voice, and video with throughput speeds and capacity.  In May 2008,
Tai Pan’s management decided to discontinue the development project due to the
lack of the funds and the resignation of its founder/CEO. Instead, Tai Pan
continued its operations as a distributor and retailer of ATSC digital converter
box, a business which the Company continues since the merger
transaction.  ATSC digital converter box allows analog televisions to
receive digital signals after analog broadcasting terminates on June 12,
2009.





With the
merger with Tai Pan, the Company will nevertheless continue to locate and
identify suitable business entities for potential combination with any such
entity. The combination will normally take the form of a merger, stock-for-stock
exchange or stock-for- assets exchange. No assurances can be given, however,
that the Company will be successful in locating or negotiating with any target
business.





The
Company has not restricted its search for any specific kind of businesses, and
it may acquire a business which is in its preliminary or development stage,
which is already in operation, or in essentially any stage of its business life.
It is impossible to predict the status of any business in which the Company may
become engaged, in that such business may need to seek additional capital, may
desire to have its shares publicly traded, or may seek other perceived
advantages which the Company may offer. In implementing a structure for a
particular business acquisition, the Company may become a party to a merger,
consolidation, reorganization, joint venture, or licensing agreement with
another corporation or entity. It is anticipated that any securities issued in
any such business combination would be issued in reliance upon exemption from
registration under applicable federal and state securities laws.  In
some circumstances, however, as a negotiated element of its transaction, the
Company may agree to register all or a part of such securities immediately after
the transaction is consummated or at specified times thereafter. If such
registration occurs, it will be undertaken by the surviving entity after the
Company has entered into an agreement for a business combination or has
consummated a business combination. The issuance of additional securities and
their potential sale into any trading market which may develop in the Company's
securities may depress the market value of the Company's securities in the
future if such a market develops, of which there is no assurance.





The
Company will participate in a business combination only after the negotiation
and execution of appropriate agreements.  Negotiations with a target
company will likely focus on the percentage of the Company which the target
company shareholders would acquire in exchange for their shareholdings. Although
the terms of such agreements cannot be predicted, generally such agreements will
require certain representations and warranties of the parties thereto, will
specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by the parties prior to and after such
closing and will include miscellaneous other terms.  Any merger or
acquisition effected by the Company can be expected to have a significant
dilutive effect on the percentage of shares held by the Company's shareholders
at such time.





13




There is
presently no trading market for the Company's common stock and no market may
ever exist for the Company's common stock. The Company plans to apply for a
corporate CUSIP number for its common stock and to assist broker-dealers in
complying with Rule 15c2-11 of the Securities Exchange Act of 1934, as amended,
so that such brokers can trade the Company's common stock in the Over-
The-Counter Electronic Bulletin Board (the "OTC Bulletin Board"). There can be
no assurance to investors that any broker-dealer will actually file the
materials required in order for such OTC Bulletin Board trading to
proceed.





Accounting
for Business Combination





In
December 2007, the FASB issued SFAS No. 141(R), Business Combinations, which
became effective January 1, 2009 via prospective application to business
combinations. This Statement requires that the acquisition method of accounting
be applied to a broader set of business combinations, amends the definition of a
business combination, provides a definition of a business, requires an acquirer
to recognize an acquired business at its fair value at the acquisition date and
requires the assets and liabilities assumed in a business combination to be
measured and recognized at their fair values as of the acquisition date (with
limited exceptions). The Company adopted this Statement on January 1, 2009.
There was no impact upon adoption, and its effects on future periods will depend
on the nature and significance of business combinations subject to this
statement.





As a
result of any business combination, if the acquired entity's shareholders will
exercise control over us, the transaction will be deemed to be a capital
transaction where we are treated as a non-business entity. Therefore, the
accounting for the business combination is identical to that resulting from a
reverse merger, except no goodwill or other intangible assets will be recorded.
For accounting purposes, the acquired entity will be treated as the accounting
acquirer and, accordingly, will be presented as the continuing
entity.





Results
of Operations





Our
principal operations commenced in September 2007.  However, to date,
we have had limited revenues. Financial Accounting Standards Board Statement No.
7 (“FAS 7”) sets forth guidelines for identifying an enterprise in the
development stage and the standards of financial accounting and reporting
applicable to such an enterprise. In the opinion of management, our activities
from our inception through March 31, 2009 fall within the referenced guidelines.
Accordingly, we report our activities in this report in accordance with FAS
7.





During
the years leading up to March 31, 2009, we were primarily focused on selling
ATSC digital converter box and related accessories. Our revenue for the three
months ended March 31, 2009 and three months ended March 31, 2008 were $123,058
and $0, respectively. We did not have any revenue for 1Q2008 as we were still
engaged in our development project and had not commenced selling ATSC digital
converter box.





Operating
Expenses





Operating
expenses for the three months ended March 31, 2009 decreased by $104,040 to
$201,200 as compared with $305,240 for the same period of 2008, a 34% decrease.
The decrease is attributable to decrease in research and development expenses as
well as general and administrative expenses, which were offset by an increase in
selling and marketing expenses.





Selling and marketing
expenses. Selling and marketing expenses for the first quarter of 2009
increased by $6,002 to $18,032 as compared with $12,030 for the same period of
2008, a 50% increase.  This increase is primarily the sales activities
of converter boxes during the first quarter of 2009, which we did not have
during the first quarter of 2008.





Research and development
expenses.Research and development
expenses for the first quarter of 2009 decreased by $89,526, or 100%, to $0 when
compared with the same period of 2008, as we discontinued our development
project and focused instead on converter box sales.





General and administrative
expenses.General and
administrative expenses for the first quarter of 2009 decreased by 10%, or
$20,516, to $183,168 as compared with $203,684 for the same period of
2008.  The decrease resulted from the discontinuation of our
development project.





14





Loss from
Operations.  Our loss from operations for the three months
ended March 31, 2009, was $193,684, as compared with loss from operations of
$305,240 for the same period of 2008.





Interest expense.We incurred
interest expense amounting to $3,318 for the three months ended March 31, 2009
relating to the Company’s line of credit, which expense we did not have for the
same period of 2008.





Other expense. For the first
three months ended March 31, 2009, we recorded other expense of $2,890 related
to disposal of equipment, which expense we did not have for the same period of
2008.





Liquidity
and Capital Resources





From
inception to March 31, 2009, we have raised net proceeds of $936,455 from
financing activities. We used these proceeds to fund operating and investing
activities. We had a cash balance of approximately $13,091 as of March 31,
2009.





Net cash
provided by operating activities was $245,837 for the three months ended March
31, 2009, as compared to net cash of $572,516 used in operating activities for
the three months ended March 31, 2008.  The increase in cash provided
by operations was the result of lower operating losses incurred during the first
quarter of 2009 with the discontinuation of our development project in May 2008,
as compared with the same period of 2008.





We used
$71,697 in investment activities for the three months ended March 31, 2008 for
purchases of computer hardware and software for our development project. For the
three months ended March 31, 2009, we recorded $2,872 of net cash provided by
investment activities from the disposal of test equipment.





Net cash
provided by financing activities for the three months ended March 31, 2008 was
$620,000 primarily from the issuance of common stock and a note to a related
party. For the three months ended March 31, 2009, we used $263,550 mainly to pay
off a line of credit which matured in February 2009.





To fund
the full scale implementation of our business plan, we will need to raise
approximately $3 million to $4 million of additional capital during fiscal
2009.  We expect to finance this through public or private equity
offerings.  We may decide to raise the capital in more than one
transaction based on market conditions and business
circumstances.  However, we have experienced unforeseen difficulties
with implementing our plans in the past and there can be no assurance that
unforeseen difficulties can be avoided going forward.  This fact alone
could hamper our ability to raise the funds necessary to permit us to continue
as a going concern for a reasonable period of time. If we are able to raise the
funds, the terms and conditions may be highly dilutive to our existing
stockholders.





As part
of our plan to augment our financial resources and consider attractive business
opportunities, we and our principal stockholders have entered into discussions
with an unaffiliated third party with respect to a potential merger transaction
which could result in change of control/ownership and new management. However,
there can be no assurance that a merger or other significant transaction will be
consummated with the third party or, if consummated, that the Company or its
stockholders would realize any benefits from it.





Contractual
Obligations





As a
"smaller reporting company" as defined by Item 10 of Regulation S-K, the Company
is not required to provide this information.





Off-Balance
Sheet Arrangements





The
Company does not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on the Company’s financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is
material to investors.





Going
Concern





The
financial statements included with this report have been prepared in conformity
with generally accepted accounting principles that contemplate the continuance
of the Company as a going concern. Due to our lack of cash, we are unable pay
all of the costs associated with our operations. Management intends to use
borrowings and sales of securities to mitigate the effects of our cash position;
however, no assurance can be given that debt or equity financing, if and when
required, will be available. The financial statements do not include any
adjustments relating to the recoverability and classification of recorded assets
and classification of liabilities that might be necessary should we be unable to
continue existence.





15





ITEM
      3.
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





As a
"smaller reporting company" as defined by Item 10 of Regulation S-K, the Company
is not required to provide information required by this Item.





ITEM
      4T.
            CONTROLS
      AND PROCEDURES





Evaluation
of Disclosure Controls and Procedures:





We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules, regulations and related forms, and
that such information is accumulated and communicated to our principal executive
officer and principal financial officer, as appropriate, to allow timely
decisions regarding required disclosure.





The
Company's management does not expect that their disclosure controls or their
internal controls over financial reporting will prevent all error and fraud. A
control system, no matter how well conceived and operated, can provide only
reasonable, but not absolute, assurance that the objectives of a control system
are met. Further, any control system reflects limitations on resources, and the
benefits of a control system must be considered relative to its costs. These
limitations also include the realities that judgments in decision-making can be
faulty and that breakdowns can occur because of simple error or
mistake.





Additionally,
controls can be circumvented by the individual acts of some persons, by
collusion of two or more people or by management override of a control. A design
of a control system is also based upon certain assumptions about potential
future conditions; over time, controls may become inadequate because of changes
in conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of the inherent limitations in a cost- effective control
system, misstatements due to error or fraud may occur and may not be
detected.





As of
March 31, 2009, we carried out an evaluation, under the supervision and with the
participation of our management, including our principal executive officer and
principal financial officer, of the effectiveness of the design and operation of
our disclosure controls and procedures. Based on this evaluation, our principal
executive officer and principal financial officer concluded that our disclosure
controls and procedures were effective.





Changes
in Internal Controls





There
have been no changes in our internal controls or in other factors that could
significantly affect these controls and procedures during the quarter ended
March 31, 2009.





PART
II   -   OTHER INFORMATION





ITEM
      1.
            LEGAL
      PROCEEDINGS





Two
former employees filed separate legal actions against the Company for breach of
employment contract for failure to pay severance pay upon their termination from
employment and pursuant their employment agreements: Shen v. Gridlink Technologies,
Inc. (LASC Case No. B0394915) and Liu v. Gridlink Technologies,
Inc. (LASC Case No. B0397482).  On the advice of the Company’s
outside legal counsel, it is probable that the Company may be expected to pay a
total of approximately $100,000 to settle with the two former
employees.





ITEM
      IA.
            RISK
      FACTORS





As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide information required by this Item.





ITEM
      2.
            UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE  OF
  PROCEED





On
January 31, 2009, the Company issued 3,000,000 shares of common stock for total
consideration of $75,000 for general operation of the Company under the
exemption from registration afforded the Company under Section 4(2) of the
Securities Act of 1933, as amended.





16





ITEM
      3.
            DEFAULTS
      UPON SENIOR SECURITIES





None





ITEM
      4.
            SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY





On
      March 11, 2009, our majority shareholder approved by written consent the
      merger between the Company and Tai
Pan.





ITEM
      5.
            OTHER
      INFORMATION





None





ITEM
      6.
                  EXHIBITS    2.1
                    Agreement
      and Plan of Merger (1)3.1
                    Certificate
      of Incorporation (2)3.2
                    Certificate
      of Merger (3)3.3
                    Bylaws
      (2)31.1
                    Section
      302 Certification by the Corporation’s Chief Financial Officer
      *32.1
                    Section
      906 Certification by the Corporation's Chief Financial Officer
      *







* Filed
herewith.





(1)           Incorporated
by reference from the Registrant’s Current Report on Form 8-K filed on March 19,
2009.





(2)           Incorporated
by reference from the Registrant’s registration statement on Form 10-12G filed
on March 28, 2008.





(3)           Incorporated
by reference from the Registrant’s Current Report on Form 8-K filed on March 26,
2009.





17





SIGNATURES





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








May
      22, 2009
                TAI
      PAN HOLDING, INC.By:
                /s/
      Cheng Yu WangCheng
      Yu Wang
                  Chief
      Financial Officer
                  (Principal
      Financial and Accounting Officer
                  and
      Acting Principal Executive
Officer)








18