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:June
30, 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 ofAugust 19, 2009.





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











TABLE
OF CONTENTS


TO
QUARTERLY REPORT ON FORM 10-Q


FOR
QUARTER ENDED JUNE 30, 2009








PART
      I
                                                    FINANCIAL
      INFORMATION
                                                    PageItem
      1.
                                                    Financial
      Statements (unaudited)
                                                    2Balance
      Sheets as of June 30, 2009 (unaudited) and December 31,
    2008
                                                    2Statements
      of Operations for the three months and six months ended June 30, 2009 and
      2008 (unaudited) and from inception to June 30, 2009
      (unaudited)
                                                    3Statements
      of Stockholders’ Deficit (unaudited)
                                                    4Statements
      of Cash Flows for the three months and six months ended June 30, 2009 and
      2008 (unaudited) and from inception to June 30, 2009
      (unaudited)
                                                    5Notes
      to the Financial Statements
                                                    6Item
      2.
                                                    Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
                                                    12Item
      3.
                                                    Quantitative
      and Qualitative Disclosures about Market Risk
                                                    15Item
      4.
                                                    Controls
      and Procedures
                                                    15





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
                                                      16Item
      4.
                                                      Submission
      of Matters to a Vote of Security Holders
                                                      16Item
      5.
                                                      Other
      Information
                                                      17Item
      6.
                                                      Exhibits
                                                      17Signatures
                                                      
                                                      18








1





PART
I – FINANCIAL INFORMATION





ITEM
1.  FINANCIAL STATEMENTS







Tai
Pan Holding, Inc.


(Formerly
known as Unicapital Acquisition Corp.)


(A
Development Stage Company)


Balance
Sheets


June
      30,2009
                                                    
                                                    
                                                    December
      31,(unaudited)
                                                    
                                                    
                                                    2008ASSETSCurrent
      assetsCash
                                                    
                                                    
                                                    $
                                                    10,407
                                                    
                                                    
                                                    $
                                                    27,932Accounts
      receivable
                                                    
                                                    
                                                    
                                                    856
                                                    
                                                    
                                                    
                                                    1,092Other
      receivables
                                                    
                                                    
                                                    
                                                    1,012
                                                    
                                                    
                                                    
                                                    30,764Inventories
                                                    
                                                    
                                                    
                                                    1,485
                                                    
                                                    
                                                    
                                                    116,201Total
      current assets
                                                    
                                                    
                                                    13,760
                                                    
                                                    
                                                    
                                                    175,989Property
      and equipment - net
                                                    
                                                    
                                                    
                                                    44,519
                                                    
                                                    
                                                    
                                                    58,647Other
      assets
                                                    
                                                    
                                                    
                                                    13,287
                                                    
                                                    
                                                    
                                                    315,901Total
      assets
                                                    
                                                    $
                                                    71,566
                                                    
                                                    
                                                    $
                                                    550,537LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      liabilitiesAccounts
      payable
                                                    
                                                    
                                                    $
                                                    700
                                                    
                                                    
                                                    $
                                                    8,035Accrued
      liabilities
                                                    
                                                    
                                                    
                                                    143,455
                                                    
                                                    
                                                    
                                                    136,321Note
      payable to related party
                                                    
                                                    
                                                    
                                                    75,264
                                                    
                                                    
                                                    
                                                    112,564Line
      of credit
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    299,940Other
      current liabilities
                                                    
                                                    
                                                    
                                                    20,000
                                                    
                                                    
                                                    
                                                    28,484Total
      current liabilities
                                                    
                                                    
                                                    239,419
                                                    
                                                    
                                                    
                                                    585,344Stockholders'
      deficitPreferred
      stock: $0.01 par value, 20,000,000 sharesauthorized; none
      issued
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -Common
      stock: $0.01 par value; 300,000,000 sharesauthorized; 81,000,000
      and 78,000,000 issued in2009 and 2008,
      respectively
                                                    
                                                    
                                                    
                                                    810,000
                                                    
                                                    
                                                    
                                                    780,000Additional
      paid-in capital
                                                    
                                                    
                                                    
                                                    502,500
                                                    
                                                    
                                                    
                                                    382,500Retained
      earning eficit
                                                    
                                                    
                                                    
                                                    (1,480,353
                                                    )
                                                    
                                                    
                                                    (1,197,307
                                                    )Total
      stockholders' deficit
                                                    
                                                    
                                                    (167,853
                                                    )
                                                    
                                                    
                                                    (34,807
                                                    )Total
      liabilities and stockholders' deficit
                                                    
                                                    $
                                                    71,566
                                                    
                                                    
                                                    $
                                                    550,537





See notes
to the financial statements.





2





Tai
Pan Holding, Inc.


(Formerly
known as Unicapital Acquisition Corp.)


(A
Development Stage Company)


Statements
of Operations


(Unaudited)






Period
      fromFor
      the three
                                              
                                              
                                              For
      the six
                                              
                                              
                                              September
      5, 2007months
      ended
                                              
                                              
                                              months
      ended
                                              
                                              
                                              (inception)
      toJune
      30, 2009
                                              
                                              
                                              June
      30, 2008
                                              
                                              
                                              June
      30, 2009
                                              
                                              
                                              June
      30, 2008
                                              
                                              
                                              June
      30, 2009Revenues
                                              
                                              $
                                              35,415
                                              
                                              
                                              $
                                              35,650
                                              
                                              
                                              $
                                              158,473
                                              
                                              
                                              $
                                              34,511
                                              
                                              
                                              $
                                              339,679Cost
      of sales
                                              
                                              
                                              35,212
                                              
                                              
                                              
                                              26,965
                                              
                                              
                                              
                                              150,754
                                              
                                              
                                              
                                              26,965
                                              
                                              
                                              
                                              286,845Gross
      profit
                                              
                                              
                                              203
                                              
                                              
                                              
                                              8,685
                                              
                                              
                                              
                                              7,719
                                              
                                              
                                              
                                              7,546
                                              
                                              
                                              
                                              52,834Operating
      expensesSales
      and marketing
                                              
                                              
                                              13,019
                                              
                                              
                                              
                                              24,699
                                              
                                              
                                              
                                              31,051
                                              
                                              
                                              
                                              36,729
                                              
                                              
                                              
                                              153,443Research
      and development
                                              
                                              
                                              -
                                              
                                              
                                              
                                              75,130
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              164,656
                                              
                                              
                                              
                                              337,489General
      and administrative
                                              
                                              
                                              69,576
                                              
                                              
                                              
                                              154,012
                                              
                                              
                                              
                                              252,743
                                              
                                              
                                              
                                              357,695
                                              
                                              
                                              
                                              1,030,746Total
      operating expenses
                                              
                                              
                                              82,595
                                              
                                              
                                              
                                              253,841
                                              
                                              
                                              
                                              283,794
                                              
                                              
                                              
                                              559,080
                                              
                                              
                                              
                                              1,521,678Loss
      from operations
                                              
                                              
                                              (82,392
                                              )
                                              
                                              
                                              (245,156
                                              )
                                              
                                              
                                              (276,075
                                              )
                                              
                                              
                                              (551,534
                                              )
                                              
                                              
                                              (1,468,844
                                              )Other
      income (expense)Interest
      income
                                              
                                              
                                              3
                                              
                                              
                                              
                                              32
                                              
                                              
                                              
                                              1,255
                                              
                                              
                                              
                                              2,670
                                              
                                              
                                              
                                              13,675Finance
      charges
                                              
                                              
                                              (1,366
                                              )
                                              
                                              
                                              (249
                                              )
                                              
                                              
                                              (4,683
                                              )
                                              
                                              
                                              (248
                                              )
                                              
                                              
                                              (19,466
                                              )Franchise
      taxes
                                              
                                              
                                              (210
                                              )
                                              
                                              
                                              (800
                                              )
                                              
                                              
                                              (1,114
                                              )
                                              
                                              
                                              (1,310
                                              )
                                              
                                              
                                              (1,624
                                              )Miscellaneous
      income
                                              
                                              
                                              767
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              767
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              767Miscellaneous
      expenses
                                              
                                              
                                              (304
                                              )
                                              
                                              
                                              -
                                              
                                              
                                              
                                              (3,196
                                              )
                                              
                                              
                                              -
                                              
                                              
                                              
                                              (4,861
                                              )Net
      loss
                                              
                                              $
                                              (83,502
                                              )
                                              
                                              $
                                              (246,173
                                              )
                                              
                                              $
                                              (283,046
                                              )
                                              
                                              $
                                              (550,422
                                              )
                                              
                                              $
                                              (1,480,353
                                              )Basic
      and diluted loss per common share
                                              
                                              
                                              *
                                              
                                              
                                              
                                              *
                                              
                                              
                                              
                                              *
                                              
                                              
                                              
                                              *Basic
      and diluted weighted average common shares outstanding
                                              
                                              
                                              81,000,000
                                              
                                              
                                              
                                              75,000,000
                                              
                                              
                                              
                                              81,000,000
                                              
                                              
                                              
                                              75,000,000
  *




See notes
to the financial statements.





3





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 $0.01 per 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 $0.0125 per 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 $0.025 per share in January
      2009
                                
                                
                                3,000,000
                                
                                
                                
                                30,000
                                
                                
                                
                                45,000
                                
                                
                                
                                -
                                
                                
                                
                                75,000Recognition
      of stock based compensation
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                75,000
                                
                                
                                
                                -
                                
                                
                                
                                75,000Net
      loss
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                (283,046
                                )
                                
                                
                                (283,046
                                )Balance,
      June 30, 2009
                                
                                
                                81,000,000
                                
                                
                                $
                                810,000
                                
                                
                                $
                                502,500
                                
                                
                                $
                                (1,480,353
                                )
                                
                                $
                                (167,853
                                )





4





Tai
Pan Holding, Inc.


(Formerly
known as Unicapital Acquisition Corp.)


(A
Development Stage Company)


Statements
of Cash Flows


(Unaudited)







Period
      fromSix
                                            
                                            
                                            Six
                                            
                                            
                                            September
      5, 2007months
      ended
                                            
                                            
                                            months
      ended
                                            
                                            
                                            (inception)
      toJune
      30, 2009
                                            
                                            
                                            June
      30, 2008
                                            
                                            
                                            June
      30, 2009Operating
      activitiesNet
      loss
                                            
                                            $
                                            (283,046
                                            )
                                            
                                            $
                                            (550,422
                                            )
                                            
                                            $
                                            (1,480,353
                                            )Adjustments
      to reconcile net loss to net cashused in operating
      activitiesDepreciation
                                            
                                            
                                            7,977
                                            
                                            
                                            
                                            15,419
                                            
                                            
                                            
                                            53,736Non-cash
      stock based compensation
                                            
                                            
                                            75,000
                                            
                                            
                                            
                                            150,000
                                            
                                            
                                            
                                            450,000Changes
      in operating assets and liabilities:Accounts
      receivable
                                            
                                            
                                            236
                                            
                                            
                                            
                                            (409
                                            )
                                            
                                            
                                            (856
                                            )Other
      receivables
                                            
                                            
                                            29,752
                                            
                                            
                                            
                                            (9,600
                                            )
                                            
                                            
                                            (1,012
                                            )Inventories
                                            
                                            
                                            114,716
                                            
                                            
                                            
                                            (214,511
                                            )
                                            
                                            
                                            (1,485
                                            )Other
      asssets
                                            
                                            
                                            302,614
                                            
                                            
                                            
                                            (300,000
                                            )
                                            
                                            
                                            (13,287
                                            )Accounts
      payable
                                            
                                            
                                            (7,335
                                            )
                                            
                                            
                                            -
                                            
                                            
                                            
                                            700Other
      current liabilities
                                            
                                            
                                            (8,484
                                            )
                                            
                                            
                                            -
                                            
                                            
                                            
                                            20,000Accrued
      liabilities
                                            
                                            
                                            7,134
                                            
                                            
                                            
                                            (6,775
                                            )
                                            
                                            
                                            143,455Net
      cash provided by (used in) operating activities
                                            
                                            
                                            238,564
                                            
                                            
                                            
                                            (916,298
                                            )
                                            
                                            
                                            (829,102
                                            )Investing
      activitiesProceeds
      from sale of property and equipment
                                            
                                            
                                            6,151
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            6,151Purchase
      of property and equipment
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (79,844
                                            )
                                            
                                            
                                            (104,407
                                            )Net
      cash provided by (used in) investing activities
                                            
                                            
                                            6,151
                                            
                                            
                                            
                                            (79,844
                                            )
                                            
                                            
                                            (98,256
                                            )Financing
      activitiesProceeds
      from (payment of) line of credit
                                            
                                            
                                            (299,940
                                            )
                                            
                                            
                                            290,540
                                            
                                            
                                            
                                            -Proceeds
      from issuance (payment of) of note payable
                                            
                                            
                                            (37,300
                                            )
                                            
                                            
                                            120,000
                                            
                                            
                                            
                                            75,265Proceeds
      from issuance of common stock
                                            
                                            
                                            75,000
                                            
                                            
                                            
                                            500,000
                                            
                                            
                                            
                                            862,500Net
      cash provided by (used in) financing activities
                                            
                                            
                                            (262,240
                                            )
                                            
                                            
                                            910,540
                                            
                                            
                                            
                                            937,765Net
      change in cash
                                            
                                            
                                            (17,525
                                            )
                                            
                                            
                                            (85,602
                                            )
                                            
                                            
                                            10,407Cash,
      beginning of year
                                            
                                            
                                            27,932
                                            
                                            
                                            
                                            98,321
                                            
                                            
                                            
                                            -Cash,
      end of period
                                            
                                            $
                                            10,407
                                            
                                            
                                            $
                                            12,719
                                            
                                            
                                            $
                                            10,407Supplemental
      disclosure of cash flow informationCash
      paid for:Interest
                                            
                                            $
                                            4,311
                                            
                                            
                                            $
                                            249
                                            
                                            
                                            $
                                            22,039


See notes
to the financial statements.





5





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.  The
Company is a distributor and retailer of ATSC digital converter
box.





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 and six months ended June 30, 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.





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. In connection therewith, on March 25, 2009, the Company
changed its name from “Unicapital Acquisition Corp.” to “Tai Pan Holding,
Inc.”





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





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 has negative cash flows from operating activities since its
inception. At June 30, 2009 and December 31, 2008 the Company had $10,407 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 of revenue and expenses
during the reported periods. Actual results could materially differ from those
estimates.





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.





6




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.





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
on 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
acomparison 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.





7




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.





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.





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 adoption of this FSP did not have an impact on the
Company’s financial statements.





8





Recent
Accounting Pronouncements





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.





In May 2009, the FASB issued SFAS No.
165, “Subsequent
Events,”which requires
entities to disclose the date through which they have evaluated subsequent
events and whether the date correspondswith the release of their financial
statements. The statement establishes general standards of accounting for and
disclosure of events that occur after the balance sheet date but before
financial statements are issued or are available to be issued. SFASNo. 165 is effective for interim or
annual financial periods ending after June 15, 2009, and shall be applied
prospectively. The adoption of SFAS No. 165 did not have an impact to the
Company’s financial
statements.





In June 2009, the FASB issued SFAS No.168, “The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting
Principles,”Replaces SFAS
No. 162, establishes the source of authoritative U.S. generally accepted
accounting principles (GAAP) recognized by the FASB tobe applied by nongovernmental entities.
On the effective date for financial statements issued for interim and annual
periods ending after September 15, 2009, the Codification will supersede all
then–existing non-SEC accounting and
reporting standards. TheCompany has determined that the adoption
of SFAS No. 168 will not have an impact on the financial
statements.





PROPERTY
AND EQUIPMENT





At June
30, 2009 and December 31, 2008, property and equipment consisted of the
following:


June 30,
                        
                        
                        December
31,2009
                        
                        
                        2008Furniture and
      fixtures
                        
                        $
                        9,495
                        
                        
                        $
                        9,495Leasehold
      improvements
                        
                        
                        1,350
                        
                        
                        
                        1,350Machinery and
      equipment
                        
                        
                        19,138
                        
                        
                        
                        19,138Test
    equipment
                        
                        
                        29,240
                        
                        
                        
                        35,391Software
                        
                        
                        39,033
                        
                        
                        
                        39,03398,256
                        
                        
                        
                        104,407Less accummulated
      depreciation
                        
                        
                        53,737
                        
                        
                        
                        45,760$
                        44,519
                        
                        
                        $
                        58,647




Provisions
for depreciation for the six months ended June 30, 2009 and June 30, 2008 were
$7,977 and $15,419, respectively.





9




OTHER
ASSETS





At June
30, 2009 and December 31, 2008, other assets consisted of the
following:


June 30,
                        
                        
                        December
31,2009
                        
                        
                        2008Certificate of deposit -
      restricted
                        
                        $
                        -
                        
                        
                        $
                        302,614Deposit
                        
                        
                        13,287
                        
                        
                        
                        13,287$
                        13,287
                        
                        
                        $
                        315,901




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 paid off
the total balance of $299,940 at the maturity date of February 13,
2009.





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 June 30, 2009, the balance
of the promissory note amounted to $75,264.





In April
and June 2009, the Company obtained advances from a director totaling $20,000
(presented in the balance sheet as part of other current
liabilities).





STOCKHOLDERS’
EQUITY





During
the period from September 5, 2007 (Inception) to June 30, 2009, the Company
issued 81,000,000 shares of its common stock for a total consideration of
$862,500.





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
were terminated on July 31, 2009.





b)  Lease





The
Company leases certain facilities under non-cancelable operating leases which
will expire on September 30, 2009. The future minimum annual lease payments at
June 30, 2009 are approximately $13,287 for calendar year 2009. The Company
recognized $27,598 and $32,175 of rent expenses for the six months ended June
30, 2009 and June 30, 2008, respectively.





10





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 their employment agreements.  The Company
accrued this liability as of June 30, 2009.  In April 2009, the
Company filed a cross-complaint against the former CEO upon breach of fiduciary
duty, fraud, and negligence in relation to the above legal action, and request
for indemnification. In June 2009, the former CEO filed another cross-complaint
against the Company for wrongful termination and others.  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.





INCOME
TAXES





As of
June 30, 2009, the Company has available net operating loss (NOL) carry-forwards
that approximate $1,480,353 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.





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. On April 28, 2009, the Company terminated the stock option
plan and grants thereunder. The Company recognized compensation expenses during
the six months ended June 30, 2009 and 2008 amounting to $75,000 and $150,000,
respectively.





11





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 a merger agreement with Tai Pan Holding, Inc. (“Tai Pan”), 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.




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.




12




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.





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 June 30, 2009 fall within the referenced guidelines.
Accordingly, we report our activities in this report in accordance with FAS
7.





Results
of Operations--Three month period ended June 30, 2009 as compared to three month
period ended June 30, 2008





Revenue. During the
three-month period ended June 30, 2009, we had revenues of $35,415 as compared
to revenues of $35,650 during the same period in 2008, a decrease of 0.7%. This
decrease is mainly attributable to the Company’s decision to stop selling
converter boxes and antennas in the beginning of June 2009.





Operating Expenses. Our
operating expenses for the three months ended June 30, 2009 were $82,595, as
compared to $253,841 in the same period of 2008, a decrease of 67%. The decrease
is mainly attributable to the discontinuance of our research and development
activities.





Selling and Marketing
Expenses. Our selling and marketing expenses for the three months ended
June 30, 2009 were $13,019, as compared to $24,699 for the same period in 2008,
a decrease of 47%. This decrease is mainly because of the declining selling
activities of converter boxes in the second quarter of 2009.





Research andDevelopment Expenses.We did not incur
research and development expenses during the three months ended June 30,
2009. The Company decided to discontinue the development project and shift
to the sales of converter boxes.





General and Administrative
Expenses.Our general and
administrative expenses for the three months ended June 30, 2009 were $69,576,
as compared to $154,012 for the same period in 2008, a decrease of
54%. This decrease is mainly because of the discontinuation of our
development project.





Loss from
Operations. Our losses from operations for the three months period
ended June 30, 2009, amounted to $82,392, as compared to $245,156 for the same
period in 2008, a decrease of 66%. This decrease is mainly because of the
discontinuance of our research and development projects.





Interest Expenses. We
incurred interest expenses amounting to $1,366 for the three months ended June
30, 2009 in connection with the promissory notes and line of credit. We did not
have such expenses for the same period in 2008.





13





Results
of Operations--Six month period ended June 30, 2009 as compared to six month
period ended June 30, 2008





Revenue. During the six-month
period ended June 30, 2009, we had revenues of $158,473 as compared to revenues
of $34,511 during the same period in 2008, an increase of 78%. This increase is
mainly because we did not have any revenues for the first 4 months of 2008 as we
were still engaged in our development project and had not commenced selling ATSC
digital converter boxes.





Operating Expenses. Our
operating expenses for the six months ended June 30, 2009 were $283,794, as
compared to $559,080 for the same period in 2008, a decrease of 49%. The
decrease is mainly attributable to the discontinuance of our research and
development activities.





Selling and Marketing
Expenses. Our selling and marketing expenses for the six months
ended June 30, 2009 were 31,051, as compared to $36,729 for the same period of
2008, a decrease of 15%. This decrease is primarily because of our declining
selling activities of converter boxes.





Research and Development
Expenses.We
did not incur research and development expenses during the three months ended
June 30, 2009. The Company decided to discontinue the development project
and shift to the sales of converter boxes.





General and Administrative
Expenses.Our general and
administrative expenses for the six months ended June 30, 2009 were $252,743, as
compared to $357,695 for the same period in 2008, a decrease of 29%. This
decrease is mainly because of the discontinuation of our development
project.





Loss from
Operations. Our losses from operations in the six months period
ended June 30, 2009, amounted to $276,075, as compared to our losses from
operations of $551,534 for the same period of 2008, a decrease of 49%. This
decrease is mainly because of the discontinuance of our research and development
projects.





Interest Expenses.We
incurred interest expenses amounting to $4,683 for the six months ended June 30,
2009 in connection with the promissory notes and line of credit. We did not have
such expenses for the same period in 2008.





Other Expenses. For the six
months ended June 30, 2009, we recorded other expenses of $3,196 in connection
with the disposal of equipment. We did not have such expenses for the same
period in 2008.





Liquidity
and Capital Resources





For the
six-month period ended June 30, 2009, we generated $238,564 from operating
activities, as compared to $916,298 that we used in operating activities for the
six-month period ended June 30, 2008. This increase is primarily due to increase
in sales and decrease in operating expenses for the first six months of 2009 and
a $300,000 certificate deposit was mature in February 2009.





For the
six-month period ended June 30, 2009, we used $262,240 in financing activities,
primarily in connection with paying off a line of credit, as compared to $910,540that wegenerated infinancing activities
during the six-month period ended June 30, 2008, mainly in connection
with receiving of cash by issuance of common stock and obtaining
of  line of credit.





For the
six-month period ended June 30, 2009, $6,150 was provided from investing
activities from the disposal of test equipment, as compared to $79,844 that we
used in investing activities to purchase computer hardware and software for our
development project for the six-month period ended June 30,
2008.




As of
June 30, 2009, we had cash of $10,407. Our total current assets were
$13,760 and our total current liabilities were $239,419, which resulted in a
negative working capital of $225,659.





To
provide sufficient funding for our business plan, we will need to raise
approximately $3 million to $4 million of additional capital during fiscal year
of 2009.  We expect to achieve this financing goal through public or
private equity offerings. We may raise the capital in more than one
transaction based on the economy and market
conditions.  However, we have encountered unexpected difficulties with
implementation of our previous business plans, and there can be no assurance
that unexpected difficulties can be avoided when we carry on our future business
plans.  This fact alone could compromise our chances of raising
sufficient funds for our business plans in the foreseeable future. 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 transactions would
be consummated with the third party or, if consummated, that the Company or its
stockholders would realize any benefits from it.


14




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.





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
4.  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
June 30, 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 June
30, 2009.





15





PART
II   -   OTHER INFORMATION





ITEM
1. LEGAL
PROCEEDINGS





The
following discussion discusses all known or anticipated material legal
proceedings commenced by or against us.  Occasionally we may be named
as a party in claims and legal proceedings arising out of the normal course of
our business. These claims and legal proceedings may relate to contractual
rights and obligations, employment matters, or to other matters relating to our
business and operations.





Other
than the matter discussed below, we are not aware of any material pending legal
proceedings involving us.





Shen v. Gridlink Technologies,
Inc.(Superior Court of
California, Country of Los Angeles,Case No.
B0394915). In July 2008, Manling Shen, a former employee of the Company, filed
suit against the Company in the Superior Court of California, Country of Los
Angeles, alleging the Company of breach of the employment contract and failure
to provide her with the severance payment upon the termination of her employment
pursuant to the employment contract.





Liu v. Gridlink Technologies,
Inc. (Superior Court of California, Country of Los Angeles, Case No.
B0397482).  In July 2008, Joshua Liu, a former employee of the
Company, filed suit against the Company in the Superior Court of California,
Country of Los Angeles, alleging the Company of breach of the employment
contract and failure to provide him with the severance payment upon the
termination of his employment pursuant to the employment contract.





Although
neither of the above two cases have been decided so far, the Company’s outside
legal counsel suggested that the Company could pay a total of approximately
$100,000 to settle with Manling Shen and Josuha Liu.





Grillink Technologies, Inc. a
Delaware corporation, Cross-Complainant, vs Jay Wang, an individual
(Superior Court of California, Country of Los Angeles, Case No. BC394915 c/w BC
397482). In connection with the suits filed by Manling Shen and Joshua Liu
against the Company, in March 2009, the Company filed a cross-complaint against
the Company’s former CEO—Jay Wang, in the Superior Court of California, Country
of Los Angeles, alleging Jay Wang of breach of fiduciary duty, fraud, and
negligence, and requesting for indemnification. This case has not been decided
yet.





Jay Wang, an individual, Cross
complainant, v Gridlink Technologies, Inc. (Superior Court of California,
Country of Los Angeles,
Case No. BC394915 c/w BC397482). In connection with the above-mentioned suits,
in June 2009, the Company’s former CEO—Jay Wang filed cross-complaint against
the Company for accounting, declaratory relief, and indemnification, alleging
the Company of wrongful termination in violation of public policy, violation of
California Labor Code 1102.5, breach of contract to terminate for cause, breach
of fiduciary duty, breach of duty of loyalty, breach of contract, and breach of
the covenant of good faith and fair dealing. This case has not been decided
yet.








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 PROCEEDS





None





ITEM
3. DEFAULTS
UPON SENIOR SECURITIES





None





ITEM
4. SUBMISSION
OF MATTERS TO A VOTE OF SECURITY





None





16





ITEM
5. OTHER
INFORMATION





None





ITEM
6. EXHIBITS





EXHIBIT
INDEX





ExhibitNumber
              
              Description2.1
              
              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.








August
      19, 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